Beyond

Recruitment

SThree plc

Annual Report and Accounts

Contents

Introduction

04 SThree at a glance

08 Chair’s statement

10 Chief Executive Officer’s statement

14 Market overview

16 Our business model

Strategic Report

22 Key performance indicators

26 Strategic progress

36 Chief Financial Officer’s statement

40 Business review

50 Stakeholder engagement

(includingSection 172 statement)

54 Our commitment to being a

responsible business (including TCFD)

76 Risk and Compliance Statements

Governance Report

90 Board of Directors

92 Chair’s Governance statement

96 Our Board at a glance

98 Roles and responsibilities

99 Our Board

102 Employee engagement

105 Nomination Committee report

109 Audit & Risk Committee report

117 Directors’ Remuneration report

140 Directors’ report

Financial Statements

146 Independent auditors’ report

155 Consolidated Income Statement

156 Consolidated Statement of

Comprehensive Income

157 Statements of Financial Position

158 Consolidated Statement of

ChangesinEquity

159 Company Statement of

ChangesinEquity

160 Consolidated Statement of

CashFlows

161 Notes to the financial statements

201 Five-year financial summary

Other Information

202 Results announcement timetable

203 Shareholder information

204 Company information and

corporateadvisers

sthree.comSThree plc Annual Report and Accounts 2025

Financial StatementsGovernance ReportStrategic ReportIntroduction

SThree plc Annual Report and Accounts 2025sthree.com

SThree’s Annual Report and Accounts 2025

is our primary report to shareholders.

It provides an overview of the performance of

the Group for the year ended 30 November

2025, disclosures relating to our financial,

operational, environmental and social

performance, and detail on our strategy.

More information

Supplementary information and disclosures

about SThree’s business are provided in

the following documents and referenced

inthisreport.

Climate Change Report:

sthree-climate-change-2025.pdf

Summary of notices and policies:

sthree-ar25-notices-and-policies.pdf

Online quick read

A concise summary of the SThree Annual

Report and Accounts, highlighting strategy,

performance and sustainability information as

well as examples of how we have engaged with

our stakeholders, can be found at:

sthree.com/annual-report-2025

Online investor centre

All SThree corporate reports, including

investor briefings, trading updates, share

price information and analyst coverage can

be found at:

sthree.com/investor-centre

The Strategic Report from page 02 to page 87

was approved by the Board on 23 February 2026

and is signed on its behalf by:

Timo Lehne

Chief Executive Officer

Andrew Beach

Chief Financial Officer

SThree is the global STEM

workforce consultancy.

Our vision is to be the

game-changers in STEM.

We advise businesses, build

expert teams and deliver

project solutions, to outpace

tomorrow, together.

STEM: Science, Technology, Engineering and Mathematics

sthree.comSThree plc Annual Report and Accounts 2025

Introduction

SThree

Beyond Recruitment

Financial StatementsGovernance ReportStrategic ReportIntroduction

SThree plc Annual Report and Accounts 2025sthree.com

Introduction

In this section

04 SThree at a glance

08 Chair’s statement

10 Chief Executive Officer’s

statement

14 Market overview

16 Our business model

SThree plc Annual Report and Accounts 2025 sthree.com

SThree at a glance

Performance highlights in 2025

Timo Lehne CEO

SThree is positioned at the centre

of two long-term growth trends:

STEM and flexible talent, which

remain as relevant today as they

have ever been and it is here

where we see our opportunity.

Our clients’ priority to retain

critical STEM skills through-

cycle has underpinned our

performance in the year,

providing us with sector-

leading visibility.

Going beyond

to lead growth

in STEM and

flexible talent

Introduction Strategic Report Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Financial highlights

Net fees

(FY24: £369 million)

£323m

Operating profit

(FY24: £66 million)

£26m

Dividend per share

(FY24: 14.3 pence per share)

14.3p

Contractor order book

(FY24: £161 million)

£157m

Net cash

(FY24: £70 million)

£68m

Further reading: CEO’s statement, pages 10 to 13.

1 The Group also uses alternative performance measures

(APMs) to help explain its business performance.

Further information on APMs, including a reconciliation

to the financial statements (where appropriate), can be

found on pages 199 to 200.

Operational highlights –

future-proofing our business

As we look forward to

the easing of the macro

environment, our priority is

to build an organisation fit for

purpose, with rich industry

experience, deep networks

and strong commercial

footing, for sustainable and

profitable growth.

Rollout of integrated technology

infrastructure completed

Transactions across our 11

global markets facilitated via

a comprehensive,end-to-end

integratedtechnology infrastructure

Scope 1 and Scope 2

greenhouse gas

emissions reduction

FY24: 21% reduction since FY19

11 40%

Women in Leadership

FY24: 37%

Employee net promoter

score (eNPS)

FY24: 35

37% 21

since FY19

SThree plc Annual Report and Accounts 2025 sthree.com

Delivering seamlessly

as trusted partners to

outpace ambition

Stable, cash-generative

business

We build strategic partnerships

across a diverse base of 6,000

clients, delivering flexible contract

and permanent talent.

Recurring revenue primarily from

our flexible contract business (84%

of Group net fees) allows us to build

a strong financial position and offer

our shareholders regular dividends.

Staying ahead of

industry dynamics to

outpace change

Digital first – an industry-

leading platform

We invest in innovative solutions

in recruitment and new service

offering for our customers.

Our capital allocation policy

provides us with strategic flexibility

to pursue value-enhancing

opportunities when they arise.

SThree at a glance continued

What makes

us different

The strength of the

Group stems from

its purpose of

“Bringing skilled

people together

to build the future”,

which we deliver by:

Further reading: Strategic progress:

Places, Platform, People for more information

on pages 26 to 35.

Going further in

everything we do to

outpace expectations

Focus on STEM

Our clients come to us for our niche,

highly technical specialists and the

localised, industry expertise.

Through seven sector-specialist

brands, our consultants provide our

clients and candidates with expertise

across STEM and help them build

teams and deliver project solutions.

14.3p

Total dividend per share

£123m

Total accessible liquidity

£32m

Investment in our Technology

Improvement Plan in the last three years

c.2%

Our average share of STEM market

in top five countries, with significant

potential for growth

1,533

Recruitment consultants

Introduction Strategic Report Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Further reading: CEO’s statement, pages 10 to 13.

Our values

We are all in

We think big

– We are curious to explore

new ways of working.

– We have a growth mindset

to set ambitious goals.

– We actively pursue

opportunities for growth.

– We take accountability

for our transformation

and overall success.

We build partnerships

We do the right thing

– We collaborate between

colleagues to promote trust

and mutual respect.

– We nurture strong

connections with our

colleagues and customers.

– We have integrity, speak up

and act in the best interests

of everyone.

– We are respectful and

inclusive in all aspects

of our work.

SThree plc Annual Report and Accounts 2025 sthree.com

Despite challenging

markets, we delivered

results in line with

guidance, completed

the rollout of TIP,

returned surplus

capital to shareholders

and exited the year

with improving

momentum.

James Bilefield Chair

Chair’s statement

Well-positioned

for sustained

growth as market

conditions improve

The past year has been another

challenging period, as the widespread

recovery we were expecting did not

fully materialise, and market conditions

remained uncertain. Despite this

uncertainty, our FY25 performance has

been in line with guidance set at the

start of the year, and we have delivered

growth in two of our top five countries,

USA and Japan. Pleasingly, we saw

improved momentum in new business

activity through Q4, which gives us

confidence that the environment is

stabilising and underpins the reiteration

ofFY26 PBT guidance given in

September 2025.

Our unique strategic focus on STEM

skills and flexible talent, supported

by theglobal megatrends that are

driving long-term demand for workers

with thesespecialist skills, gives us

confidence that we are in the right

markets and focusing on the right

sectorswhere we can make a real

difference, drive growth and increase

market share. Whilst disruption is

ongoing, organisations will require more

STEM talent across theirworkforce.

Building for the future of

STEM talent

Notwithstanding the challenges that

we have faced from the external

environment, we are incredibly pleased

to have completed the rollout of our

Technology Improvement Programme

(TIP). We are proud and excited by

what we have built and believe that it

provides a unique platform for growth,

profitability and outperformance over

thecomingyears.

Introduction Strategic Report Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Additionally, it should not be understated

that we have delivered this complex

three-year programme on time and

onbudget.

Implementing change is never easy,

so I would like to thank our teams

around the world for their patience and

commitment throughout this process,

and for delivering these results. We have

a dedicated and skilled workforce that

is well set to drive the business forward.

I would also like to express thanks to

our shareholders and other stakeholders

for their ongoing support during this

challenging macro-economic period as

we continue to strive to deliver growth

and shareholder value over the mid-to-

long term.

The Group has continued to take steps

towards its long-term growth strategy.

We remain focused on our people,

platform, proposition, places of work,

and ultimately our customers, as we

look to grow market share by engaging

existing and new clients and candidates

who value specialism at scale.

Prudent stewardship of capital

In line with the Group’s capital allocation

policy, the Board is proposing a final

dividend at 9.2 pence per share this

year. This, combined with the interim

dividend of 5.1 pence per share, gives

the total dividend for the year of 14.3

pence per share. We remain committed

to maximising shareholder value while

ensuring effective and pragmatic capital

allocation across the Group that allows

us to deliver growth in net fees and

margin, maintain a healthy balance sheet,

invest in our people and technologies

and grow through acquisition, should we

find the right opportunity to do so.

Within the period, we returned

approximately £20 million to

shareholders through our share buyback

programme. Additionally, post-period

end we are pleased to announce the

launch of an additional share buyback

programme of up to £20 million; we

consider this to be in the best interests

of the Company and its shareholders,

returning surplus capital to shareholders

while maintaining the financial flexibility

to invest in the Group’s strategy.

Commitment to

stronggovernance

We were delighted to welcome both

Paula Coughlan and Rosie Shapland

as Non-Executive Directors to the

Board in April and November 2025

respectively. Paula’s experience in leading

transformation programmes, together

with her strong management experience

and ESG credentials, alongside Rosie’s

extensive experience in audit and risk,

and deep governance understanding,

will serve to strengthen the Board as it

continues to execute its strategy.

Their appointments followed the

retirement of Denise Collis, after nine

years’ service, and the resignation of

Elaine O’Donnell due to other business

commitments. On behalf of the Board,

I would like to thank them for their

contribution to the Company and the

commitment and insight they provided.

We wish them every success in

thefuture.

Ending the year with

positivemomentum

Looking ahead, we have exited the

year with a period of improving new

placement activity, complemented by

continued resilient extensions. We are

focused on optimising what we have

built through our TIP: an agile, digitally

enabled STEM workforce consultancy

that is efficient, scalable and ready to

respond rapidly to new opportunities.

This, alongside our strategic focus on

STEM and Contract, means that we

are well placed to return to growth

and fully capitalise when market

conditionsimprove.

James Bilefield

Chair

23 February 2026

SThree plc Annual Report and Accounts 2025 sthree.com

Dividend per share

FY24: 14.3p

14.3p

Net cash

(excluding share buyback)

FY24: £70m

£88m

Chief Executive Officer’s statement

FY25 was a defining year of resilience

and change, underpinned by disciplined

execution against our vision for SThree.

We maintained strategic momentum

through uncertain times and remained

laser-focused on building towards our

vision as game-changers in STEM

workforceconsulting.

Timo Lehne Chief Executive Officer

Introduction Strategic Report Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Moving forward with

clarity, resilience and

strategic focus

Introduction: A defining year

FY25 was a year of resilience and

change, a disciplined execution

against our vision for SThree. Despite

operating in persistently challenging

global talent markets, we delivered on

the expectations we set at the start of

the year. This achievement reflects the

strength of our strategy, the adaptability

of our people, and the trust placed in us

by our clients and candidates.

We have used this year to build strength.

We have maintained strategic momentum

through uncertain times and remained

laser-focused on building towards our

vision as game-changers in STEM

workforce consulting. We have improved

our position to capture emerging pockets

of growth – achieving a return to growth in

two of our top five countries – maintained

sector-leading visibility with a robust

contract order book, and closed the year

with a strong balance sheet. We continued

to prioritise areas of structural growth,

ensuring that we remain aligned with long-

term markettrends.

The successful conclusion this year of the

TIP rollout across all 11 of our countries

marks a pivotal milestone in our journey.

We are amongst few organisations that

can point to a programme of this scale

completing on time, within budget

and delivering to an enhanced scope

I am incredibly proud of what we have

achieved together over the three years

of the programme and would like to

thank everyone for their commitment,

persistence and resilience. TIP was

designed to unify systems, streamline

operations and embed best practices

across the organisation, and the platform

is performing as anticipated, providing

the foundation for ongoing refinement

and continuously evolving functionality.

This achievement leaves us equipped

with a fully integrated, end-to-end,

scalable digital backbone that encourages

As a result, the gap is widening between

providers focused solely on placements

and those also able to deliver more

complex, high-value services and solutions.

With SThree’s scale, digital capabilities

and deep STEM expertise, we are strongly

positioned to meet this evolving demand

and lead in a market where human

insight – augmented by technology –

will matter more than ever. As clients

increasingly seek guidance on AI and

emerging technologies, we are partners in

transformation, not transactional suppliers,

and are well placed to capitalise on this

evolving landscape.

Strategy: Delivery against ambition

SThree reports operational progress

against five clearly defined strategic

pillars – Places, Platform, Customer,

Position and People – which the Group

believes work synergistically to unlock

the Group’s full growth potential.

Places

Since early 2023, we have been

intentionally rebalancing towards a more

focused footprint, guided by our ‘Market

Investment Model’ to identify where our

capabilities and the market opportunity

are most aligned. This disciplined

approach has enabled us to deploy

resources more effectively, strengthen

our competitive position, and ensure

that we are investing in the markets

with the greatest potential – resulting

in an increased emphasis on the USA

and Japan, where the scale of STEM

demand and structural growth trends

present significant opportunity. We were

pleased to have recorded growth in both

during the year, reinforcing our approach.

Growth in the USA, with net fees up 4%

YoY, marked the reversal of two years of

declines, with our initiatives to improve

market positioning gaining traction

throughout the year.

innovation, accelerates future upgrades,

and elevates the experience for clients

and candidates. In doing so, we gain

a significant competitive advantage in

speed, efficiency and adaptability.

In addition, the capabilities enabled

through TIP have driven us to scrutinise

and elevate every aspect of our business,

including our proposition, strategy, people

and processes, resulting in meaningful

improvements across the organisation.

We have successfully realised our FY25

operational efficiencies programme,

enhanced productivity of our Contract

sales consultants, as measured by

placements per head, and strengthened

our ability to serve stakeholders effectively.

These gains not only supported profitability

in a challenging market but also created

a leaner, more agile organisation ready to

scale as conditions improve. Our broad-

based progress this year showcases the

strength of SThree: clarity of purpose,

sharper direction, and the capability to

leadfrom the front.

Market: STEM demand, digital

transformation and evolving skills

A prolonged period of economic

uncertainty has slowed clients’ decision-

making and investment across global

STEM markets. As confidence returns,

pent-up demand is expected to be

released as organisations across sectors

resume much-needed investment

to remain competitive in a changing

world. Rapid advances in AI and digital

transformation are reshaping the skills

employers need, tightening an already

scarce STEM talent pool and pushing

organisations to build workforces capable

of adopting and scaling new technologies.

These same forces are reshaping the

staffing industry itself, with AI-enabled

tools raising the bar for service quality,

efficiency and the value clients demand

from their talent partners.

SThree plc Annual Report and Accounts 2025 sthree.com

In Germany, our largest market, we have

analysed the government’s recently

announced stimulus plans and identified

the sectors where investment is most

likely to materialise. These are all sectors

in which SThree already operates and

we have dedicated specialist teams in

place. Following the announcements,

we have mapped our customer base and

identified potential targets in the sectors

most likely to benefit from the stimulus. In

the meantime, we have used the period

between the announcement and the

deployment of funds to ensure our teams

are appropriately sized and positioned to

capture opportunities as they emerge.

In addition to geographic focus, we are

becoming far more industry-focused in

the markets we serve, deepening our

sector expertise and enhancing our market

intelligence to identify skill-gaps early

and better anticipate customer needs.

This includes our alignment to industries

undergoing long-term transformations –

an example being our Energy segment in

the US which continues to expand in line

with sector-wide investment to meet rising

electricity demand from AI applications,

data centres and electric mobility,

alongside ongoing grid strengthening

toensure reliable energy delivery.

Platform

The completion of our phased rollout

of TIP this year is a huge achievement.

Total outflow for the programme was

c.£32 million (c.£19 million capital

expenditure and c.£13 million operational

expenditure), which is within the lower-

to-mid range of the budget set at the

start of the programme. In implementing

a programme of this scale across

global operations, our teams have

consistently demonstrated the expertise

and commitment needed to navigate

challenges presented by a country-by-

country rollout. We have also exceeded

our original project scope, introducing

new tools such as our Contract Lifecycle

Management AI and Call Navigator

functionality, further strengthening

the foundation on which we will

continuetoscale.

We are already seeing clear structural

benefits of the TIP being realised – both

in terms of efficiencies and the second

wave of wider value outputs, including:

– Cost efficiencies: as of today, TIP has

delivered annualised cost efficiencies

of £6.5 million, demonstrating a

financially compelling base case ROI.

experiencing a deeper reduction in sales

headcount, with IC new placement

weekly net fees outperforming ECM by

10 percentage points since FY23

. What

this reflects in aggregate is that TIP has

not only modernised SThree’s technology

foundations, but it has also redefined

how the organisation operates and

competes on a global scale.

Beyond immediate financial returns,

TIP’s greatest contribution is strategic.

The Group has moved from reactive,

retrospective performance reviews to

proactive, real-time operational control

to drive continuous improvement. By

rebuilding SThree’s core infrastructure on

a unified, cloud-based architecture, it has

laid the foundation for complementary

next-generation technology, including

agentic AI, working to broaden our

addressable market. With the foundational

rollout now complete, we enter the new

year with all of our resources now fully

focused on driving customised, next-

generation enhancements and unlocking

TIP’s fullpotential.

Customers

Our recently introduced Customer

pillar reflects our strategy to drive

revenue growth through deeper

clientengagement and stronger

candidate relationships. We are evolving

our services to meet the changing needs

of our clients, becoming more client-

centric and enhancing the end-to-end

experience across every interaction.

As clients increasingly seek integrated

solutions, and as we receive more

demand for complex, consultative

support, we are increasing our focus on

large enterprise accounts and refining

our account managementapproach

to enable deeper penetration of our

strategic accounts.

This focus is already delivering results,

with double-digit growth recorded among

our top client cohort

demonstrating the

benefit of our Global Client Strategy and

staying closer to those we serve.

The value of our services is further

evidenced by resilient contract

extensions, robust and sustained pricing,

and a 10% increase in average contract

lengths over the year. Our success

continues to rest on a simple but

powerful promise: whatever the market

demands, we are there for our clients.

Bylistening, adapting and delivering

withprecision, we are deepening

partnerships and creating sustainable

value across the industries we support.

– Pipeline quality: the number of

higher-quality jobs per consultant

(Aand B grade roles) has increased by

38% across the Group since FY23

These are roles with stronger client

engagement and higher conversion

potential, meaning that consultants

are spending more time on the right

opportunities, earlier in the cycle.

– Operational velocity: the Group has

seen a meaningful 9% reduction in

time-to-placement since FY23, which

is even more pronounced in the USA

Contract business where the platform

has been embedded the longest and

time-to-placement is down 22% over

the same time period

– Consultant productivity:

– USA: evidenced by an 18%

improvement in placements per

head for Contract consultants in

the US business, the first market to

roll-out TIP and therefore with the

longest live operating history

– Germany: evidenced by the

controlled comparison of our

Independent Contractor (IC)

and Employed Contractor

Model (ECM) divisions, where

IC new placement weekly net

fees outperformed ECM by 10

percentage points since FY23

When looking at the cost efficiencies,

these are being enabled by automation

across back and middle office processes,

and by the simplification of non-fee

earning front office management layers.

These gains reflect the programme’s

focus on system consolidation and a more

standardised order to cash operating

model, which removes duplication and

rework and provides the foundations for

enhanced data and reporting to support

faster, more impactful decision making.

As mentioned above, the most decisive

evidence of TIP’s commercial impact to

date comes from the German Contract

business, where the performance of IC

and ECM divisions provide a controlled

environment given that both divisions

operate under the same leadership, serve

the same clients, and are subject to the

same market conditions. Historically,

the divisions’ performances have

been closely correlated, however a

performance divergence emerged only

after IC transitioned onto TIP in early

2024. What was shown was that the TIP-

enabled business, being the IC division,

preserved relatively stronger throughput

than the ECM business, even despite

Chief Executive Officer’s statement continued

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sthree.com SThree plc Annual Report and Accounts 2025

Position

Our branding refresh, as announced in

the first half of the year, continues to

receive strong customer and partner

feedback, reinforcing our confidence

that a unified brand architecture will

unlock greater value and accelerate

ourambition to be the authority inthe

STEM world of work. Bringing our

go-to-market brands together under

the strength and endorsement of the

SThree parentbrand is sharpening our

position as the trusted global partner and

more clearly articulates what we have

long delivered: complex, consultative-

led workforce solutions. At the core

of this performance is our Contract

business, with ECM, our most complex,

value-added offering, continuing to

outperform IC and now accounting for

49% of Contract net fees, reflecting

sustained demand for sophisticated

workforcesolutions.

To amplify this progress, we have been

elevating SThree’s external profile to

showcase how we have redefined the

traditional staffing model with a more

advisory, value-adding approach. This

included the launch of the SThree STEM

Skills Index, developed with the Centre

for Economics and Business Research

(CEBR), the only global measure of

STEM skills readiness, which has quickly

become a cornerstone of our thought

leadership and a valuable tool for client

engagement. We also introduced the

STEM Workforce Report to capture the

perspectives of STEM professionals

across key markets. Together, these

initiatives reinforce our commitment

to providing evidence-based insights

that help businesses and professionals

succeed in an evolving STEM landscape.

People

We are equipping our people with

technology that removes manual

tasksand enables them to focus on

high-value work, building stronger

relationships with clients and candidates,

while keeping human expertise at the

heart of our proposition. As expected

with a transformation of the scale

of TIP, the rollout has brought both

opportunities and challenges, with

change management a major area

of focus. Engagement levels have

inevitablybeen affected by the pace

of change internally and compounded

by the wider market backdrop; our

global eNPS score was 21, placing the

Group within the middle range of the

professional services sector.

As of 30 November 2025, women

represent 50% of our Board and hold

37% of leadership positions.

– Ethnic diversity targets: In line with

the Parker Review, we have met

and maintained our target of at least

one Board member from an ethnic

minority background since 2024.

We are also working towards 18%

ethnic minority representation in

UK leadership by FY27, with current

representation at 16%.

Outlook and priorities for FY26

While the extended market cycle

has been challenging, we have used

this period to build a lean, scalable

operational backbone across both

our front and back office, leaving us

well positioned as conditions begin to

improve. We have exited the year with

encouraging new business activity, and

good momentum in select countries,

such as the US, whilst a broader

recoveryis yet to materialise, particularly

in Europe. We start FY26 having

successfully concluded a key contract

renewal period, underpinning our

expectations forthenew year.

We are moving into next phase,

with clear priorities: driving further

operationalefficiencies, shifting

from infrastructure rollout to service

development, leveraging our workforce-

consultancy offering to grow, scaling

responsibly, and maintaining the right

portfolio balance. We have established

a proposition aligned to the new age of

work, where technology removes non-

value-added activity and human expertise

delivers impact, and our TIP-enabled

infrastructure now gives us the platform

to accelerate new service capabilities.

We planned early for this change, and

the value-gap for future-built firms is

widening

. By putting clients at the centre

of everything we do, creating an agile

organisation, and investing in innovation,

we’ll stay at the forefront of industry

dynamics andoutpacechange.

Timo Lehne

Chief Executive Officer

23 February 2026

We have learned a great deal through

this journey. With the rollout phase of

TIP now complete, its functionality

will continue to evolve, and we remain

committed to supporting our teams and

ensuring they are fully engaged with the

platform to maximise its benefits.

TIP is now enabling us to manage

ourglobal operations in a more

cohesiveand consistent way. One of the

year’s major milestones was the launch of

our unified HR platform, SuccessFactors. It

will support the full employee life cycle and

will allow managers to devote more time to

client engagement and revenue generation

as well as coaching. By consolidating

multiple legacy systems, it will provide

leaders with clean, reliable data to inform

decision-making and workforce planning.

Additional progress this year included

the rollout of our AIR (Attitude, Input

and Results) performance framework

to enhance our high-performance

culture, the launch of a refreshed global

sales onboarding programme, and

the introduction of a new global DE&I

policy. With this infrastructure and these

processes now firmly in place, our teams

are becoming increasingly accustomed

to our new ways of working, and going

forward, we will be able to tailor the

platform in ways that best support them.

Delivering impact beyond

ourbusiness

At the heart of our business lies a

commitment to sustainability and long-

term positive impact. Despite economic

fluctuations, we remain resolute in

our focus on delivering on our ESG

commitments, which we regard as a

fundamental driver of long-term value

creation. By embedding responsible

practices throughout our business, we

are enhancing resilience and aligning

with the evolving expectations of our

clients, candidates and investors. Our

sustainable business practices and ESG

commitments are demonstrated by:

– Our net zero ambition: In FY25, our

Scope 1 and 2 emissions declined

by 54% YoY, with a 40% decrease

from our 2019 baseline. Our absolute

Scope 3 emissions reduced by 41%

versus 2019. This year, the Net Zero

Working Group has continued to

implement our transition plan.

– Gender diversity in leadership: Our

targets align with the FTSE Women

Leaders Review, aiming for 40%

women representation on the Board

and in leadership roles.

1 ‘BCG, Build for the Future 2024’.

2 KPI measures FY25 performance relative to FY23, which

serves as the pre-TIP rollout baseline. The USA, our first

market to adopt the new platform, went live in Q4 FY23.

3 KPI reflects Q3 YTD FY25 performance, the most recent

period before Germany’s ECM division moved onto the

new platform, benchmarked against Q3 YTD FY23 on a

like-for-like basis to remove seasonality effects.

4 Top 10 clients.

5 ‘BCG, Build for the Future 2025’.

sthree.comSThree plc Annual Report and Accounts 2025

Market overview

Our markets

Despite elevated economic

uncertainty, we see many reasons

foroptimism about the global

economy over the coming years,

under five era-defining megatrends

which transform the way wethink

about the STEM specialists’ market.

From manufacturing to finance, an

ever-growing number of industries

are adopting automated technologies

and scientific advancements,

boosting productivity and

remodelling workplaces. Having

a workforce skilled in these

fields is essential for maintaining

globalcompetitiveness.

These developments increase

SThree’s business opportunity

as we continue to build service

partnerships with clients across

industries to enhance their operating

capabilities and help to pursue

STEM-driven innovation.

In this Annual Report and Accounts,

we contextualise the Group’s

performance and prospects through

these five global megatrends

which shape the STEM specialists’

labourmarket.

Shifting attitudes to work

Flexible work arrangements, especially

remote work, are becoming more

prevalent, impacting hiring trends

andurban development.

Greater flexibility allows professionals

to move between contracts,

specialising within their niche and

developing their expertise further.

Thiscontributes to a growing

numberof contract workers.

The move towards remote work

post-pandemic has spurred businesses

to adapt their infrastructure and

invest in ‘smart’ urban developments.

This, in turn, creates a greater

demand for STEM professionals

who are needed to support these

technological advancements and

infrastructurechanges.

Demographic shifts

According to SThree STEM Skills

Index Report 2025, the global

population is ageing rapidly. By

2080, the number of over-65s will

outnumber under-18s*. This will have

profound implications for the global

economy, and the STEM ecosystem

will be no exception.

These demographic shifts are driving

a smaller pool of available talent.

The increase in demand for a scarce

talent pool resource increases the

need for strong relationships with this

talent pool.

All major technology and industrial

sectors depend on the supply of

critical STEM skills.

In the global economy that is

dependent on STEM skills, the most

successful nations will be those that

not only invest in STEM education

and training but create environments

where STEM-skilled professionals

can flourish and drive innovation

across sectors.

* Based on SThree STEM Skills Index 2025.

Megatrends impacting supply of STEM skills

Of all ‘flexible/

remote/working

from home’ jobs

advertised by IT

& Internet sector

65%

Source: Wave-RS, The Impact of Flexible

Working on Recruitment, 24 January 2024

Share of students to

be enrolled in STEM

fields in the EU

by2030

45%

Source: One of three 2030 EU-level STEM

targets according to European Commission,

A STEM Education Strategic Plan, 5.3.2025

Of studied

companies reported

that adopted hybrid

policies increased

productivity

69%

Source: Majority of women say hybrid work

boosts their career progression, study shows

Digital Decade

target of ICT

specialists in

the EU

million

Source: European Commission, A STEM

Education Strategic Plan, 5.3.2025

Governance Report Financial StatementsStrategic ReportIntroduction

SThree plc Annual Report and Accounts 2025sthree.com

Research-led healthcare

From groundbreaking cancer

treatments to cutting-edge

genetic research, the Life Sciences

sector is rapidly evolving, driving

advancements in healthcare and

working towards health equity.

A thriving biotech and pharmaceutical

industry are crucial for global medical

progress, requiring expertise across

various fields including medical

science, quality assurance, regulatory

affairs and AI.

Finding people with the right skills

and expertise remains essential

for Life Sciences to break down

traditional barriers and accelerate

the journey from research to real-

world treatments and reshape

how healthcare is delivered in

thecoming years.

This unprecedented landscape

and convergence of traditional

biological sciences with new tech

solutions like AI, creates strong

demand for highly diverse STEM

professionals, offering attractive

career prospects.

Megatrends driving demand for STEM skills

Digitalisation

To harness the power of Artificial

Intelligence (AI) and machine

learning, consumers and businesses

require ever more advanced/

complex technology.

To counter the fast-changing

demographics and tight labour

markets, governments set new

policies and launch investment

incentives to provide a necessary

boost to the growth in robotics

andautomation.

Worldwide focus on sustainable,

rapid innovation and supportive

government policies are the key

growth drivers in cross-industry

R&D investment among software

developers, semiconductor

manufacturers and producers of

other components for robotics

and automation. They are shaping

the future of technology and in

preparation for this automated

world, clients need clean and

well-structured data. These factors

are driving demand for specialist

technology skills.

Decarbonisation

Green energy investment, of which

automation and technology are

essential elements, continues to

rise across the world. Advances

in technologies deployed in grid

infrastructure, energy storage and

renewables capacity help to protect

scarce natural resources and

minimise environmental damage.

According to the EU Commission,

the number of STEM-skilled

energy workers, including those

in engineering and ‘green’ tech

roles, is projected to increase by

50% by 2030*. Green and energy

transition roles, including electric

vehicle specialists, environmental

engineers, and renewable energy

engineers, are within the fastest-

growing roles in Europe. This

is driven by public and private

investments, fuelled by global push

for sustainability, electrification, and

energy security.

* Based on European Commission A STEM

Education Strategic Plan, 5.3.2025.

Further reading: see Our net zero transition plan,

pages 60 to 61, for information on key actions and

initiatives to decarbonise SThree’s operations.

Of hospitals surveyed

across Australia, Canada,

Germany, the Netherlands,

the UK and the US now use

AI to improve patient care

and operational efficiency

80%

Source: Deloitte’s 2025 Global Health Care

Outlook survey

Our five core

countries, Germany,

Netherlands,

USA, Japan and

UK among Top 20

countries leading in

STEMinnovation

Innovation Ranking

Top 20

Source: SThree STEM Skills Index 2025

EU investment in

clean energy in the

past decade

$390

billion

(c.£285 billion)

Source: IEA’s World Energy Investment

2025, 10th edition

Projected between

2023 and 2033,

almost 3x faster

than non-STEM jobs

Growth in

US STEM jobs

10%

Source: The Ultimate List of STEM Statistics

2025 | 75+ STEM Education Stats

New high in global clean

energy investment

in 2025, with record

additions of renewables,

strong Electric Vehicle

sales and rapid

deployment of batteries

$2.2

trillion

(c.£1.6 trillion)

Source: IEA’s World Energy Investment,

2025, 10th edition

Lost revenues

due to drugs

going off-patent.

This cliff-edge is

driving increase in

R&Dspend

$400

billion

Source: PwC’s Next in Pharma: The 2025

Outlook—The Future is Now

SThree plc Annual Report and Accounts 2025 sthree.com

Our business model

Our key value drivers

We have a diverse, skilled

and committed workforce

We have a global network

of dedicated STEM

recruitment experts. We

employ approximately 2,400

people across the world.

We earn net fees from a

well-balanced business

We deliver a comprehensive

suite of compliant STEM

resourcing solutions to

meet clients’ increasingly

complexneeds.

Net fees is our core performance indicator.

It represents the mark-up on time

worked by Independent Contractors and

Employed Contractors across the duration

of the contract*, as well as one-time

placement fees charged as a percentage

of a Permanent candidate’s starting salary.

Our strategic weighting towards

Contract provides resilience and

goodforward visibility of fees.

Economically, contract placements

typically provide far higher lifetime

value and profitability than

Permanentplacements.

* SThree pays contractors in line with submitted

timesheets and invoices clients with a mark-up.

FY25 net fees breakdown per revenue stream

(as a proportion of Group net fees).

Independent

Contractors

43%

Employed

Contractors

41%

Permanent

16%

Net fees by skill

2024: 17%

16%

Through our specialist brand

Real, we place candidates

in organisations within the

scientificsector.

Science

Net fees by skill

2024: 48%

45%

We place professionals with

Techskills across multiple sectors

and industries predominantly

through our Computer

Futures and Global Enterprise

Partnersbrand.

Technology

Net fees by skill

2024: 29%

30%

Our network of consultants at

Progressive connects engineers

with organisations which provide

renewable energy, sustainable

infrastructure and cleaner legacy

and modern transport.

Engineering

Net fees by skill

2024: 6%

Our specialist recruitment brands

Huxley, JP Gray and Madison

Black place candidates with

specialist skills in managing data

across the Netherlands and

NorthAmerica.

Mathematics

Clear and strong brand proposition

Our sector-specialist brands guide our vision for the future and

reinforce SThree as a trusted partner who understands and adapts

to the changing needs of customers and delivers seamless service

across the following skill disciplines.

Introduction Strategic Report Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

USA

United States

(focus on Life Sciences and Engineering)

USA

United States

(focus on Life Sciences and Engineering)

USA

United States

(focus on Life Sciences and Engineering)

Top 5 Markets

Other markets

Net fees by

reporting segment

2024: 35%

Recruitment consultants

515

Recruitment consultants

269

Recruitment consultants

276

Recruitment consultants

192

Recruitment consultants

281

33%

DACH

Net fees by

reporting segment

2024: 22%

26%

USA

Net fees by

reporting segment

2024: 5%

Middle East & Asia

Net fees by

reporting segment

2024: 17%

16%

Rest of Europe

Net fees by

reporting segment

2024: 21%

19%

Netherlands inc. Spain

We deliver our purpose and strategy across 33 offices across

threecontinents:

Europe offices

(Head office:

London)

Amsterdam

Antwerp

Barcelona

Berlin

Birmingham

Bristol

Brussels

Düsseldorf

Eindhoven

Frankfurt

Glasgow

Hamburg

Hannover

Leeds

London

Madrid

Manchester

München

Nürnberg

Paris

Rotterdam

Stuttgart

Utrecht

Vienna

Zurich

USA offices

Austin

Boston

Chicago

Houston

New York

San Diego

Middle East

& Asia offices

Dubai

Tokyo

We are a global business

We deliver STEM talent in countries which outpace

expectations in innovation and job creation, thanks to

dynamic tech sectors, robust research and development

funding and strong industry-academic partnerships.

We are talent partners to global public companies through

to dynamic start-ups across 11 countries grouped into the

following reportable segments:

Further reading: Business review, pages 40 to 49.

SThree plc Annual Report and Accounts 2025 sthree.com

Our business model continued

Focused on key game-changing activities

We empower our people, by blending

strategically enhanced SThree operations

with the sector- and market-specific

knowledge, to nurture the environment in

which we accelerate careers, enrich lives

and enable people to make a difference to

the world aroundthem.

Our customers are at the heart

ofeverything we do

Building exceptional customer experience

isthe foundation of our SThree Way.

The SThree Way supports our Group

strategic pillars by instilling an inclusive,

high-performance culture and promoting an

integrated approach across sales and core

functions and a leading technology platform.

It is underpinned by our values which guide

our behaviours and ways of working.

Our People

and Business

Excellence

Repositioning

SThree among

competitors

Our STEM markets

and brands with

differentiated

valuepropositions

The SThree Way

Our Customer Service Excellence

Best employer,

best people

People

Digital first –

redefining potential,

unleashing our vision

Knowing where

to play, playing

where we can win

Places

Investing for growth

We ensure continuity and prioritise profitable growth

Game-changers in STEM

A winning house

of STEM brands

with competitive

and differentiated

value propositions

Position

Global Client Strategy

We foster long-term relationships

and develop our strategy around

global key clients.

Managing our customer service

We deliver the best for our customers

by continuously optimising our

offerings to serve multiple customer

segmentseffectively.

Building local sales excellence

tohigh global standards

Our Client Blueprint programme

sets the benchmark for

salesglobally.

Insights and reporting

Global

Client

Strategy

Managing

our customer

service

Building local sales

excellence to high

global standards

Customers

How we create value

The SThree Way

Platform

Introduction Strategic Report Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Value we create for

stakeholders

Examples of our value

creation in FY25.

Career with purpose

The full potential of SThree is highly

dependent on its people. In return,

we offer them a culture that supports

ongoing learning, development and

employee well-being. This approach

aims to create an environment

where every employee feels valued

and empowered to reach their

fullpotential.

13.9%

of operating profit invested

in learningand professional

developmentprogrammes

20,767

employee training hours

12,042

candidates placed

in FY25

c.6,000

clients we worked with around

theworld in FY25

14.3 pence

total recommended dividend

per share

2,653

hours volunteered in

localcommunities

41%

reduction in CO

emissions since 2019

base year

Enhancing lives of future

generations

Understanding the needs and career

aspirations of our candidates allows

us to match them with the right

client organisations. Our candidates’

expertise and problem-solving skills

help our clients make new discoveries,

realise and increase the long-term

potential of technology to address

thechallenges of today’s world.

Shareholder returns

In FY25, the Board recommended

a 9.2 pence per share in the final

dividend for the year; this is flat YoY.

We aim to pay a dividend that is

sustainable through the cycle, and

which will be driven by long-term

earnings growth.

Additional share buyback programme

of up to £20 million.

Developing cutting-edge

STEM talent

We lead many initiatives across

communities to promote STEM

careers with great expansion

prospects. We help eliminate barriers

to employment and create more

pathways into STEM careers.

Addressing the climate crisis

We source the talent needed to build

a sustainable future, partnering with

clients to support the transition to a

low-carbon economy. Our Science

Based Targets initiative (SBTi) validated

target is to be a net zero company

by 2050, with a near-term target

of reducing Scope 1 and 2 GHG

emissions by 77%, and Scope 3 GHG

emissions by 50%, by 2030 versus

thebase year 2019.

sthree.comSThree plc Annual Report and Accounts 2025

SThree

Beyond Recruitment

Governance Report Financial StatementsStrategic ReportIntroduction

SThree plc Annual Report and Accounts 2025sthree.com

Strategic

Report

In this section

22 Key performance indicators

26 Strategic progress

36 Chief Financial Officer’s statement

40 Business review

50 Stakeholder engagement

(including Section 172 statement)

54 Our commitment to being a responsible business

(including TCFD)

76 Risk and Compliance Statements

SThree plc Annual Report and Accounts 2025 sthree.com

FY22

FY23

FY24

FY25

41.0p

13.7p

42.4p

37.4p

This KPI is calculated as revenue less cost

of sales, and represents the mark-up we

charge to our clients on top of candidate

salaries. It is one of our fundamental

financial measures as it indicates how our

business is performing over time.

Net fees

EPS helps to assess the Group’s

profitability per share. Internally, it is

also used for the vesting assessment

of the Group Long-Term Incentive

Plans. Our ongoing target is to achieve

earnings growth for shareholders while

balancing reinvestment to secure

futuregrowthopportunities.

Basic earnings per share

(EPS)

FY25 performance

Ongoing macro-economic and

geopolitical uncertainties continue

to affect business confidence of our

customers, which has resulted in a

continued decline in new business activity

across Contract and Permanent, partially

offset by strong Contract extensions as

clients seek to retain much-needed STEM

skills. This resulted in our total net fees

declining by 12%* YoY, with Contract down

by 12% and Permanent down 9% YoY.

Based on the market data available to

us as at the end of Q3 FY25, we have

outperformed our local peer group (on

a net fee basis versus FY19) and met our

FY25 target.

FY25 performance

Basic EPS decreased by 63% over the

prior year. This was attributable to 60%

lower operating profit, which was partially

offset by increased finance income, and

430 bps higher Group effective tax rate.

£323m

-12%* on FY24

13.7p

-63% on FY24

Our key performance indicators (KPIs)

provide a balanced measure of the

Group performance against our strategic

priorities. These KPIs, a combination

of five financial and three non-financial

measures, help the SThree Board and

Executive Committee evaluate operating

performance and inform their financial,

strategic and operating decisions.

KPIs used for executives’

remuneration

To help our Board and Executive

Committee align their focus with the

interests of our stakeholders, all KPIs

addressed in this section are reflected in

the executive remuneration targets, as

per the policy approved by shareholders

at the 2024 Annual General Meeting.

Delivering performance

Key performance indicators

FY22

FY23

FY24

FY25

£431m

£323m

£419m

£369m

* In constant currency.

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

FY24

FY25

FY22 35.4%

-49.7%

FY23 51.7%

-27.6%

The growth in value of a shareholding

over a three-year period, assuming that

dividends are reinvested at the closing

price on the ex-dividend date. This KPI

helps to assess the Group’s performance

in the delivery and maximisation of long-

term value for shareholders. Our ongoing

target is to generate good returns on the

investments we make and create long-

term value for shareholders.

Total shareholder return

(TSR)

FY25 performance

During the assessed three-year period

(FY22 to FY25), SThree plc’s share price

declined by half. This performance places

SThree in a mid-range position relative to

the basket of comparator companies and

reflects the Group’s strategic focus on

Contract which continued to underpin our

performance in the challenging market.

Based on this final performance test, the

TSR portion of the FY22–25 LTIP award

will lapse in full.

-49.7%

-22.1% pts on FY24

FY22

FY23

FY24

FY25

18%

8.1%

18%

This measure represents operating profit

stated as a percentage of net fees. It

measures the Group’s effectiveness

in controlling costs and managing its

investments for future growth. Our aim

is to operate our business efficiently and

cost-effectively with stable margins and to

deliver a mid-term sustainable operating

profit conversion ratio in excess of 21%.

Operating profit

conversion ratio

FY25 performance

Operating profit conversion decreased

to 8.1% in FY25, reflecting lower net

fees from weaker new business activity,

particularly in Technology and Life

Sciences. This was partly offset by

disciplined cost control and the delivery of

operational efficiencies, including benefits

from the TIP. As market conditions

improve, the structurally lower cost base

is expected to support a recovery in

conversion through the cycle.

8.1%

reduction in 10% pts on FY24

SThree plc Annual Report and Accounts 2025 sthree.com

Key performance indicators continued

FY22

FY23

FY24

FY25

-44% YoY

-25% YoY

-8% YoY

-21% YoY

Our near-term goal is to reduce Scope

1 and 2 carbon emissions by 77%, and

Scope 3 carbon emissions by 50% by

FY30, from a FY19 base. Our short-term

ambition was to reduce Scope 1, 2 and

3 carbon emissions by 25% between

FY19 and FY24. Progress against carbon

reduction is also used as a factor in

determining vesting of Long-Term

Incentive Plans granted to executives.

Carbon reduction

FY25 performance

In FY25, our Scope 1 and 2 emissions

declined by 54% YoY, with a 41% decrease

from our 2019 baseline. Our absolute

Scope 3 emissions reduced by 41% versus

2019. This year, the Net Zero Working

Group has continued to implement our

transition plan. Reductions across all

scopes can be attributed to key carbon

reduction initiatives including car fleet

policy changes in Belgium and the

Netherlands with more electric cars in our

fleet and varied benefit options including

mobility allowances on offer. We have

also worked closely with data providers

to improve car fleet reporting to ensure

continuous improvement in the quality of

our data.

41%

reduction from base year FY19

FY22

FY23

FY24

FY25

£77m

£26m

£78m

£68m

This KPI represents net fees less

administrative expenses and less net

interest. It is a measure of our underlying

profitability, our efficiency and how

we manage our cost base. Delivering a

healthy and consistently profitable growth

is important as we aim to create value for

all our stakeholders over the long term.

Profit before tax (PBT)

FY25 performance

PBT decreased by 62% on both a reported

and constant currency basis compared to

FY24, primarily reflecting lower operating

profit from reduced net fees, partially

offset by disciplined cost management

and higher finance income.

£26m

-62%* on FY24

* In constant currency.

This KPI is a measure of gender balance

within the Group and an indicator of

our strategic growth plans leading to a

diverse leadership team. Since FY23, to

ensure alignment with the FTSE Women

in Leadership Review requirements, this

KPI is calculated by taking the number

of women in ‘ExCo’ and ‘ExCo minus

one’ roles (excluding administrative roles)

as a percentage of our total workforce

at this level. Our short-term target is to

achieve 40% of women in leadership roles,

aligned to the FTSE Women in Leadership

Review, with a longer-term ambition to

achieve50/50.

Representation of women

in leadership roles

FY25 performance

In May, we celebrated the successful

completion of the Identify Leadership

Development Programme, reinforcing

our commitment to investing in the

development of high-potential women

across the business. Women now

represent 35% of sales leadership roles,

marking progress in an area we’ve

prioritised for growth. Additionally, eight

high-performing women from our Sales

Team Leaders population were enrolled

in our mentoring programme partnership

with Femme Palette, further strengthening

our pipeline of future leaders.

37%

of women in leadership

FY25

FY22**

FY23

32%

39%

37%FY24

37%

** The comparators for years prior to FY23 are

using a definition which resulted in a larger

population being included and restating has

notbeen possible due to a lack of data.

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

FY22

FY23

FY24

FY25

51 pts

21 pts

43 pts

35 pts

The score is the result of the annual

employee survey that captures regular

feedback from our people about their

experience of working at SThree. Our

success is reliant on having a motivated

and engaged workforce, so our aim is to

never stop listening to, and acting upon,

our people’s feedback. eNPS helps us

identify areas for ongoing improvement

so that we can ensure SThree is a great

place to work, and we attract and retain

the bestpeople.

Employee net promoter

score (eNPS)

FY25 performance

We ran our global engagement survey

in October 2025 with a strong 77%

participation rate, reflecting trust in

leadership. Engagement has declined

in line with tough market conditions,

consistent with external benchmarks, and

our Global eNPS dropped by 14 points to

21, placing us mid-range for professional

services. Strengths remain in goal setting,

management support and recognition,

highlighting the impact of AIR (Attitude,

Input and Results) and PACE (Prioritise

with purpose, Accelerate progress,

Control the controllables and Evaluate

and energise) performance frameworks

as managers step up amid reduced pay,

promotions and incentives.

21 pts

-14 pts on FY24

SThree plc Annual Report and Accounts 2025 sthree.com

Strategic progress

Going further

to achieve

customer service

excellence

To ensure our strategy

is shaped by customer

needs we created this

new strategic pillar to

guide everything we do.

Our aims are to foster

long-term relationships

and build the value of

each customer through

offering the best

possibleservice.

We’re building a

business where the

customer is at the

heart of everything

– bringing the voice

of the customer into

every part of the

organisation, right up

to the boardroom.

Jelte Hacquebord Chief Commercial Officer

Customer

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

Leveraging our global footprint

and greater connectivity

We continue to offer a range of services

to meet the needs of different customer

segments, with a particular focus on

developing global key clients. This year,

we embedded our global client strategy

with the launch of our Global Customer

Board. It oversees enterprise account

development and has successfully

grown revenue from our top global

clients in a challenging market. We

also formalised our Technical Services

proposition, enabling us to partner on

full project delivery, supplying whole

teams and providing quality assurance

and compliance oversight. This evolution

up the value chain is enabling us to

deepen client relationships and further

differentiate ourselves from more

transactional competitors.

Using our new platform to better

serve customers

Our upgraded platform gives a

consolidated view of clients and

candidates from all our companies.

This,combined with enhanced Customer

Relationship Management tools, enables

our consultants to access talent and

opportunities across borders with

real-time data and compliance insight.

Bringing all the Group and subsidiary

business information systems together

also enables real-time analysis andinsight.

This allows managers to provide better

support for their teams as soon as it

isneeded.

We’ve turned our

sales blueprint

into data – a live

system that shows

managers and

consultants what

drives success, in

real time.

The new platform embeds our best

practice blueprint, the SThree Way, while

AIR, our new performance management

framework, puts accountability and

client impact at the centre of every

role, ensuring that every team member

understands what great performance

looks like. To check we continue to meet

the changing requirements of clients,

our Voice of the Customer programme

embeds continuous feedback loops

across our operations. Together, all

these initiatives mean that any company

using SThree should experience the

same high-quality professionalism,

responsiveness and expertise.

Looking forward

Next year, we will step up our use of AI-

enabled tools to help identify emerging

demand and better serve clients. We

will focus on delivering specialism at

scale by deepening sector expertise and

expanding our consultancy offering into

new regions.

Nicholas Folkes

Chief Operating Officer

Further reading: see our

Mastering power of data

case study on our website.

Further reading: see our US

Utilities Workforce Expansion

case study on our website.

SThree plc Annual Report and Accounts 2025 sthree.com

Strategic progress continued

Beyond single

role placement

to building global

project teams

Our focus remains clear:

to compete in the world’s

most dynamic STEM skills

markets and serve the

clients requiring talent in

Technology, Engineering

and Life Sciences.

Operating in 11 countries,

which represent 76% of

global STEM demand, we

continue to outperform

key competitors

despite one of the most

challenging years in

recentmemory.

I am confident

that no other

company offering

STEM talent can

do what we can

– partnering with

clients on global

projects across

markets from the

UK to Germany, the

USA, to Japan and

Dubai. Our model

means we can

deliver anywhere

intheworld.

Jelte Hacquebord Chief Commercial Officer

Places

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

Geographical performance

Our strategy to concentrate on selective,

high-value markets proved resilient again

this year. Although ongoing economic

uncertainty made clients reluctant to

invest in major projects, our disciplined

approach helped us maintain our

position and continue to grow share

in key territories. Notable bright spots

included the US, Spain, Belgium and

Japan – the latter a standout success

story, where demand for STEM talent

remains exceptionally strong and net

growth is expected to accelerate further

in 2026, driven by continued investment

in technology and life sciences.

Employment model performance

Our strong mix of Contract and

Permanent placements remains a core

strength. Contract continues to offer

greater visibility and stability throughout

the cycle, underpinned by deep client

partnerships. Complementing this,

our Permanent recruitment capability

enables us to respond to changing

client needs – particularly for global

andenterprise accounts seeking

international mobility solutions.

Looking forward to FY26

Next year, we will continue to enhance

enterprise-level client servicing through

global delivery models that extend

beyond our current operating footprint.

Skill vertical performance

Within our skill verticals, Engineering

was the standout performer, particularly

in energy and infrastructure, supported

by pro-hydrocarbon investment and

the continuing global build-out of

renewables. Technology declined,

although specialist areas such as AI and

data centres saw increased demand.

Life Sciences remained subdued as

post-pandemic investment continued

to normalise. The megatrends driving

demand for STEM skills (see ‘Market

overview’ on page 14 for more details)

have not gone away. The business is

wellpositioned for recovery and growth

when client investment returns.

Global STEM demand

76%

Global market operations

countrieswithin 11 countries

Further reading: see our

Japan Energy Transition

case study on our website.

SThree plc Annual Report and Accounts 2025 sthree.com

The TIP has equipped us with a fully

unified and scalable cloud-based platform

that strengthens our operational resilience

and is already unlocking new avenues for

efficiency and growth.

We completed the rollout of the

programme across all territories during

the year, bringing all the Group and

subsidiary business information systems

together into a single, global model. This

clean data environment gives us, for the

first time, a consolidated view of clients

and candidates, enabling real-time

analysis and insight not possible with

ourlegacy systems.

Strategic progress continued

Beyond

expectations

FY25 marked the successful

completion of our Technology

Improvement Programme (TIP), a

milestone that has fundamentally

reshaped the digital infrastructure

of the business.

We said what we

were going to do

– and we did it. On

time, within budget,

and to a greater

scope than planned.

Nicholas Folkes Chief Operating Officer

Platform

Further reading: see our

London Metropolitan

University case study

on our website.

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

TIP has given us

an absolutely

clean, redesigned

set of systems

and data – the

perfect foundation

for layering

advanced AI.

Digitising processes and

systematising best practice

The new core platform is enabling us to

innovate at pace and we introduced up

to ten new features each month over

the year. These included several major

process automations which will make a

significant contribution to better aligning

our processes with our strategic goals.

We completed the digitisation of

our proven sales process, Blueprint,

embedding it into gamified stimulus

to systematise sales best practice

across the business. These data-driven

systems incentivise the right behaviours,

helping consultants understand the

next best action at each stage. It also

provides managers with unprecedented

dashboard visibility to coach and direct

performance in real time.

Improved productivity

Despite a challenging market backdrop,

we are already seeing the platform’s

impact. In Germany, our IC business,

operating on the new system since

FY24, delivered net fee growth of 9%,

compared to a 4% decline in ECM

business, which was still using legacy

technology for the majority of FY25.

Typically, ECM outperforms IC in

Germany. This reversal of historical

trends demonstrates the business

benefits created by TIP, even in

adverseconditions.

Positioned for ongoing

improvement

The successful completion of TIP

signals our ability to execute large-

scale transformation on time and within

budget while refining its capability to

fully exploit a technology’s potential.

With this new foundation in place, our

focus now turns to leveraging advanced

data, AI and automation in order to lead

the industry’s next wave of growth and

performanceimprovement.

Office estate

This year we have shifted from largely

regional property management to a

centralised operating model. We hired a

new Global Director of Property to draw

up and deliver a plan that achieves cost

optimisation, governance and efficiency

while ensuring we offer high-quality

offices where employees can do their

best work.

Looking ahead to FY26

Having invested significantly during the

market downturn in technology, we are

in a position to lead the market in taking

full advantage of the potential of AI.

Next year we will continue to transform

operations, delivery and effectiveness

through AI and data-driven initiatives.

Increase in

USContract

placements

sinceFY23

18%

SThree plc Annual Report and Accounts 2025 sthree.com

SuccessFactors

will transform how

we work – giving

managers the data

and tools they need

to focus on people

development, as

they have the real-

time performance

insights they need.

For the first time in our history, every

employee and manager across SThree

is able to operate within a single, unified

HR platform.

The system manages the full employee

life cycle, from hiring and onboarding

through to career development and

succession planning. It enables true

self-service, giving employees direct

access to their information and managers

the ability to action staff changes

themselves. Once fully embedded, this

transformation will save time and enable

managers to focus more on coaching,

client engagement and performance.

In practical terms, SuccessFactors

consolidates multiple legacy systems and

processes, from absence management to

peer recognition. It gives leaders clean,

reliable data and a global view of our

workforce – a critical enabler for data-

led decision-making, talent development

and future workforceplanning.

Strategic progress continued

Empowering

performance,

culture and

connection

The launch of SuccessFactors in

September2025 marked a pivotal

step in our HR function’s digital-first

transformation, concluding several

yearsofinvestment through the TIP.

People

Sarah Mason Chief People Officer

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

The Attitude,

Input and Results

framework – AIR

– has given us a

common language

for performance: it’s

clear, consistent and

focused on what

really drives results.

Evolving a high-performance

culture

Central to the People strategy is

continuing to develop a performance

culture that drives excellence and

accountability at every level. Our new

global AIR performance management

framework, ‘Attitude, Input and Results’,

sets a clear and consistent foundation

across all territories. Designed to be

simple, measurable and aligned with

our values, AIR ensures that every

individual understands what great

performance looks like and how it

linkstobusinessoutcomes.

Managers have been upskilled globally

to embed the framework, focusing on

coaching, feedback and developing their

teams’ capabilities. Feedback indicates

that employees report greater clarity

around objectives and expectations,

and stronger alignment between

performance conversations and

business goals.

Embedding our values and

behavioural framework

Our values are now fully integrated

into key people processes including

performance management, incentives,

promotions and end-of-year reviews.

This behavioural framework forms the

‘Attitude’ component of AIR, defining

the mindsets and behaviours that

underpin the SThree way of working. This

integration is reinforcing a culture where

the way results are achieved matters as

much as the results themselves.

Sales enablement and onboarding

To accelerate the effectiveness of

new consultants, we refreshed the

global sales onboarding programme.

Combining scenario-based learning,

simulation tools and AI-driven feedback,

the programme helps new hires reach

productivity quicker. We have invested in

supporting our new consultants through

a range of tools and enablers, including

enhanced systems and improved training.

Data-driven hiring for

betteroutcomes

Hiring the right people remains the

foundation of our success. During FY25,

the Talent Acquisition (TA) function

was restructured under new global

leadership, moving from a regional to

aunified global model.

A key innovation has been the use of

psychometric profiling to develop a

better understanding of what predicts

success in our business. The analysis

revealed that individuals matching the

‘high-performance’ profile closed around

50% more placements and generated

50% higher net fees than those that

didnot.

As we scale this approach, it will

continue to enhance hiring quality and

consistency across the Group, aligning

recruitment decisions with the values and

competencies that deliver success for

our customers and for our business.

SThree plc Annual Report and Accounts 2025 sthree.com

Leadership and development

This year, managers received focused

training in performance coaching,

effective feedback and turning around

underperformance. For our top 100

leaders, development plans and

succession calibrations were completed

with Executive Committee oversight.

Bite-sized learning modules for core

function teams, alongside change

management training for the CRM

rollout, ensured capability development

remained aligned with business priorities.

For more information on the composition of our Board of Directors, see pages 90 to 91.

Looking ahead to FY26

The coming year will focus on embedding and leveraging what has been built. Key

priorities include:

– extending our new HR platform, SuccessFactors, across additional modules;

– continuing to strengthen the high-performance culture through AIR and manager

development; and

– reviewing the operating model, benefits and compensation structures to ensure

the employee value proposition remains competitive and employees enjoy long

careers with us.

Gender diversity profile as of 30 November 2025

Total

Men Women

Number % Number %

Board of Directors including

Non-Executive Directors 8 4 50% 4 50%

Executive Committee 9 6 67% 3 33%

Executive Committee minus one 53 33 62% 20 38%

Other employees 2,280 1,139 50% 1,141 50%

Total 2,350 1,182 50% 1,168 50%

Strategic progress continued

People continued

Taking a scientific

approach to hiring

will help us identify

the people who will

thrivehere.

We’re developing

leaders who coach,

connect and care –

because that’s what

creates great teams.

And great teams create

loyal customers.

Sarah Mason

Chief People Officer

Diversity, Equity and Inclusion –

belonging and balance

This year, our DE&I strategy was refreshed

to focus less on numerical targets and

Further reading: see our

Empowering the Future of

EnergyTech case study on

our website.

Further reading: see our

Dina Othman interview case

study on our website.

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

Building a global

workforceconsultancy

The Position pillar brings together the

initiatives that translate this strategy

into action – from brand identity, digital

presence awareness and messaging to

the development focus of our Global

Service and Sales Excellence programmes.

It demonstrates how our investments

in technology, people and data are all

connected to one outcome: serving our

customers better and building the trusted,

enterprise-level partnerships that define

SThree as a global workforce consultancy.

We also continued to expand our

leadership in thought and insight.

Through our global STEM Skills Index,

sector research and commentary on how

the STEM world works, we are establishing

SThree as an authority in our chosen fields.

This focus on specialisation is central to our

positioning. In a world being reshaped by

AI, deep expertise becomes an ever more

important differentiator.

Looking ahead to FY26

Our priorities for FY26 centre on further

embedding our brand proposition and

continuing our journey of specialisation.

We will extend our sector leadership

through data-driven insights, accelerate

the rollout of our Voice of the Customer

programme, and keep refining how we

communicate and deliver our workforce

consultancy model worldwide.

Uniting our purpose, strategy

andproposition

This year marked an important evolution

in how we express who we are and

what we do. Through the launch of

our refreshed brand identity and the

new proposition, Outpace Tomorrow,

Together, we have strengthened the link

between our purpose, our strategy and

the value we deliver for customers.

Our endorsement strategy – linking the

SThree Group brand with each of our

go-to-market brands – has created a clear,

unified ‘house of brands’. Each market-

facing brand now reflects a specialist

focus in its sector or skill area while being

recognisably part of SThree. This alignment

strengthens our credibility, builds cross-

market awareness, and makes our offer

clearer for both clients and candidates.

Beyond comparison:

becoming the leader in

STEM workforce consultancy

Jelte Hacquebord Chief Commercial Officer

Every brand is now

endorsed, and

recognisably part of,

the SThree Group

– it’s a true growth

vehicle that makes us

stronger together.

Position

SThree plc Annual Report and Accounts 2025 sthree.com

Chief Financial Officer’s statement

In FY25, the Group was impacted by

increased political and macro-economic

uncertainty, particularly in Europe,

further delaying businesses’ investment

plans andthe anticipated easing of

marketconditions.

Net fees

2024: £369m

£323m

Operating profit

2024: £66m

£26m

Andrew Beach Chief Financial Officer

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

The Group’s net fees performance, down 12% YoY on a like-for-like basis, was

therefore significantly impacted by continued weak new business activity, partially

offset by robust contract extensions.

Permanent net fee income declined

9% YoY reflecting challenging market

conditions across most regions, but

represented a marked difference on

the prior year (FY24: down 18%). This

was driven by strong performances in

our second and third largest Permanent

regions, Middle East & Asia and the

USA, which delivered growth of 8% and

32% respectively. In contrast, our largest

Permanent region, DACH, declined 25%,

whilst the smaller Permanent regions

of Rest of Europe and Netherlands

including Spain declined 30% and 28%

respectively. Permanent average fees

increased by 25% YoY in the year, with

average permanent fee margin (net fees

as a percentage of salary) now at 28.0%

(FY24: 27.2%).

Operating expenses were reduced by

2% YoY on a reported basis, amounting

to £296.6 million (FY24: £302.9 million)

despite incurring additional costs

to deliver future saving. Overall, the

reported operating profit was £26.1

million (FY24: £66.2 million), down 60%

YoY in constant currency, while the

Group operating profit conversion ratio

decreased to 8.1% (FY24: 17.9%) reflecting

the protracted challenging economic

conditions impacting net fees, partially

offset by disciplined management of

operating costs and the realisation of

further operational efficiencies. This

programme, previously communicated

in December, is primarily focused on

the streamlining of operations through

the removal of redundant back-office

positions and non-fee earner front-office

management layers. Early efficiencies

achieved from the TIP, along with

insights into its full potential, gave the

business the confidence to accelerate its

implementation. We made good progress

this year, with the FY25 efficiencies

programme delivering net savings of c.£7

million, marginally ahead of the plan. The

net currency movements versus Sterling

were unfavourable to the operating profit,

reducing it by £0.3 million. Fluctuations in

foreign currency exchange rates continue

to be a sensitivity for the Group’s reported

results. By way of illustration, each 1%

movement in annual exchange rates of

the Euro and US Dollar against Sterling

impacts the Group’s operating profit by

£0.6 million and £0.2 million respectively

per annum.

FY25 Group performance highlights FY24

Variance

FY25 Reported Like-for-like

Revenue (£ million) 1,302.2 1,492.9 -13% -12%

Net fees (£ million) 322.7 369.1 -13% -12%

Operating profit (£ million) 26.1 66.2 -61% -60%

Operating profit conversion ratio 8.1% 17.9% -10% -10%

Profit before tax (£ million) 25.5 67.6 -62% -62%

Basic earnings per share (pence) 13.7 37.4 -63% -63%

Proposed final dividend per share (pence) 9.2 9.2 – –

Total dividend (interim and final)

per share (pence) 14.3 14.3 – –

Net cash (£ million)

68.0 69.7 -2% -2%

1 Variance compares reported results on a constant currency basis, whereby the prior year foreign exchange rates

are applied to current and prior financial year results to remove the impact of exchange rate fluctuations.

2 Net cash represents cash and cash equivalents less bank borrowings and bank overdrafts and excluding leases.

Income statement

On a reported basis, revenue for the year

was down 13%

and amounted to £1.3

billion (FY24: £1.5 billion) while net fees

declined by 12% to £322.7 million (FY24:

£369.1 million). The weakening of the US

Dollar against Sterling during the year,

partially offset by a slight strengthening

of the Euro, decreased total net fees by

£1.6 million. Therefore, when presented

on a constant currency basis, the net fees

decreased by12% YoY.

Contract net fees, which represented

84% of Group net fees in the year

(FY24:84%), declined by 12% YoY on a

like-for-like basis. Performance reflected

earlier softness in new business activity,

which more than offset the benefits of

recent improvement and consistently

resilient contract extensions. Across

our core regions, the USA, our second

largestContract region, returned to

growth after two years of declines,

increasing 1% YoY, driven by strong

demand from the Energy sector. This

was offset by softer performances in our

other core regions. DACH, our largest

Contract region, declined 14%, primarily

reflecting softer demand for Technology

skills. The Netherlands including Spain

saw a decline of 20% in Contract

net fees, driven by lower demand for

Technology and Engineering roles.

Rest of Europe declined 16% YoY,

impacted by the performance of its

largest skill vertical Technology, whilst

Middle East & Asia, our smallest

Contractregion, declined 12%. By skill

vertical, Engineering was the most

resilient in Contract, down 6% YoY,

underpinned by demand in the USA.

Life Sciences and Technology declined

13% and 18% respectively, reflecting

continued market uncertainty. The Group

Contract net fee margin, calculated as

Contract net fees asapercentage of

Contract revenue

, remained flat YoY

at21.7% (FY24: 21.7%).

The contractor order book

closed

at £156.6 million, down only 2% YoY,

equivalent to approximately five months

of net fees, and providing sector-

leading forward visibility. Under the

contractor model, net fees are earned

on a month-by-month basis, with the

contractor order book reflecting the

value of net fees under contract but yet

to be recognised. During softer market

conditions, this provides resilience with

visibility over contract fees as contracts

run their course (contract ‘finishers’). In

a market recovery context, the Board

would expect the contractor order book

to gradually increase as and when new

placements outpace finishers over a

sustained period through the year.

SThree plc Annual Report and Accounts 2025 sthree.com

Net finance income

The Group incurred net finance cost

of £0.6 million (FY24: £1.4 million net

finance income) which included interest

income of £1.5 million (FY24: £2.9

million), earned on the Group’s bank

deposits, partially offset by the interest

charge on lease liabilities of £2.1 million

(FY24: £1.4 million).

Income tax

The total tax charge for the year on

the Group’s profit before tax was £7.9

million (FY24: £19.9 million), representing

a full-year effective tax rate (ETR) of

30.8% (FY24: 26.5%). The YoY increase

in the Group’s ETR reflects the benefit

of a one-off credit recognised in FY24

following the resolution of the state aid

case at the European Court of Justice.

In addition, the Group has adopted a

prudent view on the forecast utilisation

of tax losses, taking into account the

continued challenging conditions in the

sector. The Group ETR can also vary

YoY due to the mix of taxable profits

by territory, non-deductibility of the

accounting charge for LTIPs and other

one-off taxitems.

Overall, the reported profit before tax

was £25.5 million, down 62% YoY in

constant currency and down 62% on

areported basis (FY24: £67.6 million).

The reported profit after tax was

£17.7million, down 64% YoY in constant

currency and down 64% on a reported

basis (FY24: £49.7 million).

Earnings per share (EPS)

The EPS was 13.7 pence (FY24: 37.4

pence). The YoY movement is attributable

to the overall trading performance,

partially offset by the reduced weighted

average number of shares, due to

7.8 million in shares bought back and

immediately cancelled.

The diluted EPS was 13.6 pence (FY24:

37.1 pence). Share dilution mainly results

from various share options in place and

expected future settlement of vested

tracker shares. The dilutive effect on EPS

from tracker shares will vary in future

periods, depending on the profitability of

the underlying tracker businesses and the

settlement of vested arrangements.

The Directors took action to remedy

this technical issue by paying sufficient

dividends to the Company from its

subsidiaries and by preparing interim

accounts (as defined in theAct)

showingthe requisite level of

distributable reserves and net assets

and filing them at Companies House.

Consequently, as at the date of our

interim results announcement on 29July,

the Company held distributable reserves

in excess of the amount required in

respect of both the Relevant Distributions

and the known future committed capital

returns in FY25.

The Company’s past accounts will not

need to be restated and no repayments

are expected in respect of any dividends

or the share buyback.

Balance sheet

Total Group net assets decreased to

£235.1 million (FY24: £248.6 million),

driven by share buybacks and dividends,

partially offset by profit for the year.

Net working capital, including contract

assets, decreased by £18.7 million on the

prior year, driven mainly by the slowdown

in trading, including reduced contractor

order book. After taking account of the

£20.2 million share buyback completed

earlier in the year, the Group ended the

year with a net cash position of £68.0

million. This was supported by a strong

final quarter of cash collection, leaving

the balance sheet in a robust position.

InFY25 DSO decreased to 53 days

(FY24: 55 days).

Overall, our business model remains

highly cash generative, and we have

no undue concentration of repayment

obligations in respect of trade payables

or borrowings.

Investments in subsidiaries

The subsidiary undertakings principally

affecting the profits and net assets of

the Group are listed in note 24 to the

Consolidated Financial Statements.

Although the latest trading forecasts

were revised downwards compared

to prior year expectations, their impact

was absorbed by significant headroom

in the recoverable amounts which

had accumulated in prior years for

most of the Company’s investments in

trading subsidiaries. No impairment of

investments was recognised in the year.

Dividends

The Board monitors the appropriate level

of dividend, considering achieved and

expected trading of the Group, together

with its balance sheet position. The

Board aims to offer shareholders long-

term ordinary dividend growth within a

targeted dividend cover

range of 2.5x

to3.0x through the cycle.

The Board has proposed to pay a

final dividend of 9.2 pence (FY24:

9.2 pence) per share, which together

with the interim dividend of 5.1 pence

(FY24:5.1pence) per share, will give

the total dividend of 14.3 pence

(FY24:14.3pence) per share for FY25.

The final dividend, which amounts

to approximately £11.9 million, will be

subject to shareholder approval at the

2025 Annual General Meeting. It will be

paid on 12 June 2026 to shareholders on

the register on 15 May 2026.

As previously communicated alongside

our interim results this year, the Directors

determined that certain distributions,

being the FY24 interim dividend paid

6 December 2024, the share buyback

programme undertaken December 2024

to May 2025, and the FY24 final dividend

paid 6 June 2025 (together the ‘Relevant

Distributions’), were made without

complying fully with the technical

requirements of the Companies Act

2006 (‘the Act’).

The Group as a whole has, at all

times, had sufficient profits and other

distributable reserves to pay the

Relevant Distributions, however the

parent Company itself had insufficient

distributable reserves at the time these

distributions were made. A course of

action, consistent with the approach

taken by other listed companies that

have historically encountered similar

issues, was followed to remedy this

position without the Company pursuing

any rights that it may have to seek

repayments of the relevant funds. The

Company has subsequently announced

the Special Resolution set out in the

notice of General Meeting dated

5September 2025, was duly passed on

a poll at the General Meeting held on

1October 2025.

Chief Financial Officer’s statement continued

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

Tracker shares

In FY25, the Group settled certain

vested tracker shares for a total

consideration of £0.8 million (FY24:

£4.8 million) which was determined

using a formula set out in the Articles

of Association underpinning the tracker

share businesses. The consideration

was settled in SThree plc shares; 30,544

(FY24: 508,396) new shares were

issued and 627,000 (FY23: 776,000) of

shares held by the EBT were utilised.

The arrangement is deemed to be an

equity-settled share-based payment

arrangement under IFRS 2 Share-based

payments. There was no charge to the

income statement as initially the tracker

shareholders subscribed to the tracker

shares at their fair value.

All current tracker share businesses

remaining in existence will continue to

be reviewed for settlement based on the

pre-agreed criteria each year, until the

full closure of the scheme in the next few

years. As at the year end, the valuation

of the outstanding shareholdings was

approximately £0.9 million. These

settlements may either dilute the

earnings of SThree plc’s existing ordinary

shareholders if funded by a new issue

of shares or result in a cash outflow if

funded via treasury shares or shares held

in the EBT

Liquidity management

In FY25, cash generated from operations

was £70.1 million (FY24: £59.8 million).

The increase was primarily driven by

a favourable working capital inflow,

especially stronger cash collections

and lower contract assets, partially

offset by reduced payables. Income

tax paid decreased to £9.9 million

(FY24:£23.0million).

Capital expenditure decreased to

£8.6million (FY24: £13.2 million), as

the Group-wide TIP reached its final

stage, with all developed assets brought

to active use during the period. The

capital expenditure also included costs

of certain leasehold improvements

and furniture/IT equipment purchases

acrossour office portfolio.

Capital allocation

SThree remains disciplined in its

approach to allocating capital, with

the core objective at all times being to

maximise shareholder value. The Group’s

capital allocation policy is reviewed

periodically by the Board and was last

reviewed in January 2026:

– Balance sheet – our intention is to

maintain a strong balance sheet at all

times to provide operational flexibility

throughout the business cycle.

– Dividend – we aim to pay a sustainable

dividend, with a commitment to a

through-the-cycle dividend cover

range of 2.5x to 3.0x of EPS

– Deployment of capital prioritised

inthe order of:

1. Organic growth: investing in our

people and ensuring sufficient

working capital on hand to fund

growth in the contractor order

book while developing new

business opportunities.

2. Business improvement: digitalising

our business, putting in place

the technology and tools that

are key to driving both scale and

highermargins.

3. Acquisitions: strict inorganic

growth discipline, with a focus

on complementary and value-

enhancing acquisitions.

4. Capital return to shareholders:

after all organic and inorganic

opportunities within an

appropriate time horizon have

been assessed, further cash

returns to shareholders may

beconsidered.

Andrew Beach

Chief Financial Officer

23 February 2026

The Group paid £14.6 million in

rent (principal and interest portion)

(FY24:£14.4 million). The Group spent

£21.4 million (FY24: £10.0 million)

on the purchase of its own shares,

the majority of which related to the

share buyback programme and were

subsequentlycancelled.

Dividend payments were £18.5

million comprising primarily the

FY24final dividend paid in June

2025(FY24:£15.9million).

Foreign exchange had a negative

impactof £0.2 million (FY24: negative

impact £0.1 million).

Overall, net cash closed at £68.0 million

(FY24: £69.7 million), a modest £1.7

million decline despite returning £20.2

million to shareholders through the

buyback programme. This resilience

reflects a £22.0 million uplift in operating

cash flow, driven by a significant working

capital inflow from receivables, alongside

reduced capital expenditure as the

TIP rollout concluded, which largely

offset higher outflows from buybacks

anddividends.

Accessible funding

The Group’s capital allocation priorities

are financed mainly by retained earnings,

cash generated from operations, and a

£50.0 million RCF. This has remained

undrawn during the year, but any funds

borrowed under the RCF would bear

a minimum annual interest rate of 1.2%

above the benchmark Sterling Overnight

Index Average. The Group also maintains

a £30.0 million accordion facility as well

as a substantial working capital position

reflecting net cash due to SThree for

placements already undertaken.

On 30 November 2025, the Group had

total accessible liquidity of £123.0 million,

made up of £68.0 million in net cash

(FY24: £69.7 million), the £50.0 million

RCF and a £5.0 million overdraft facility

(undrawn at the yearend).

3 Unless specifically stated, all growth rates in revenue and net fees are expressed in constant currency.

4 The Group has identified and defined certain APMs. These are the key measures the Directors use to assess SThree’s underlying operational and financial performance. The APMs are

fully explained and reconciled to IFRS line items in note 25 to the Consolidated Financial Statements.

5 The contractor order book represents value of net fees until contractual end dates, assuming all contractual hours are worked.

6 Notes 11 and 19 to the financial statements provide further details about the Group-wide tracker share arrangements.

7 In certain circumstances, the Board may exercise its discretion to depart from this policy, subject to careful and ongoing assessment of the Group’s trading performance, future outlook,

and balance sheet position. Any such departure would be considered as part of the Group’s established dividend review schedule, and only where deemed appropriate in light of

prevailing conditions.

SThree plc Annual Report and Accounts 2025 sthree.com

FY25 FY24

88% 88% Germany

8% 7% Switzerland

4% 5% Austria

FY25

Net fees mix by country

Business review

Regions

DACH

FY25 FY24

66% 67% Technology

12% 13% Life Sciences

19% 18% Engineering

3% 2% Other

FY25

Net fees mix by skills

Despite near-term headwinds, the DACH

region’s structural trends continue to create

long-term opportunity. We remain focused

on operational discipline and deepening

client partnerships to drive sustainable,

profitable growth.

FY25 FY24

55% 54% Independent contractors

25% 24% ECM

20% 22% Permanent

FY25

Net fees mix by service

Cliff Sidhu Managing Director DACH

FY24

1 Primarily Banking & Finance, Procurement &

Supply Chain and Sales & Marketing.

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

Impact of global megatrends

The DACH region is at the forefront of

all five megatrends, each reshaping its

investment landscape.

Digitalisation is accelerating innovation

through AI, automation and data, but also

widening the STEM skills gap. In response,

governments are investing in reskilling and

digital infrastructure to stay competitive.

The green transition – exemplified by

Germany’s Energiewende and Switzerland’s

climate goals – underscores strong regional

commitment to decarbonisation, though

it brings challenges like energy volatility,

supply chain risks and rising ESG demands.

The region’s robust academic and

biotech sectors position it as a healthcare

innovation leader. Breakthroughs

in genomics, synthetic biology and

personalised medicine are transforming

care, while ageing populations drive

demand for efficient delivery. This shift

requires agile regulation, ethical oversight

and cross-border collaboration.

Workforce transformation is redefining

employer-employee dynamics. Flexibility,

wellbeing and purpose are now central

to talent attraction and retention. Hybrid

work models are challenging traditional

structures, requiring new approaches to

leadership, performance and culture –

areas with implications for productivity

and organisational resilience.

Demographic shifts, particularly ageing

populations and declining birth rates,

are straining labour markets and social

systems. Long-term sustainability hinges

on rethinking education, promoting

lifelong learning, and policies that support

intergenerational equity – critical for

maintaining economic stability and

consumer demand.

FY25 performance highlights

Net fees in the DACH region declined

by 16% YoY, with Contract down 14% and

Permanent down 25%. This reflects a

broad-based slowdown in new business

activity across all sectors.

The local market remained subdued,

impacted by persistent global geopolitical

tensions and macro-economic

uncertainty. These factors contributed

to a downward revision in GDP growth

expectations for Germany and Austria

and dampened business sentiment.

Many German companies reported low

confidence levels and adopted a cautious

stance on new investments.

Germany, which accounts for 88% of

DACH net fees, saw a 16% decline in

overall net fees, with Contract down 13%.

Switzerland experienced a 17% YoY decline,

driven by a 23% drop in Technology.

Austria net fees declined 30% YoY.

The performance in Germany was

primarily driven by reduced demand

in its largest vertical – Technology,

which fell by 16%. The decline was most

pronounced in software development

skills, partially offset by relatively solid

demand for cyber security, BDDS

(Big Data and Distributed Systems),

and ERP skills. Engineering, down 11%

YoY, was affected by low demand for

construction skills – the lowest since

2022 – though this was partially offset

by resilient vacancy levels in Energy,

HSEandAutomation.

People initiatives

In the current challenging market

environment, our primary focus this year

has been on increasing employee job

satisfaction to support retention. We

introduced new KPIs that are more closely

aligned with the responsibilities of senior

directors and business managers. These

KPIs were embedded into existing reward

schemes to ensure that performance

targets reflect the level of accountability.

To drive productivity, we implemented

meaningful High Performance Plans (HPPs)

for senior members of the sales function.

This was complemented by the rollout

of the AIR (Attitude, Input and Results)

framework across sales, strengthening

our performance management approach.

To deepen our consultants’ specialist

expertise, we continued to host networking

and educational events dedicated to

a specific sector or skill, giving teams

the opportunity to engage with industry

experts. As part of our adoption of new

ways of working enabled by the TIP, we

launched aftercare training modules to

boost process efficiency and support

team-wide adoption.

Outlook

Given the current challenging market

conditions and low short-term growth

expectations for the DACH economy,

our immediate focus will be on stabilising

earnings. This will be achieved through

strict cost control, enhanced operational

efficiency and disciplined spending.

These measures are designed to mitigate

margin pressure and protect profitability

over the medium term.

Demographic shifts and the growing

shortage of skilled professionals –

particularly in STEM fields – continue to

act as structural tailwinds for our business.

In response to continued demand for

STEM talent and flexible working models,

we aim to further expand our Contract

business and leverage our key account

management strategy. This approach

focuses on building and maintaining

long-term, profitable relationships with

key clients, supporting sustainable growth

and success. We will continue to serve the

market from our existing offices using a

multi-brand strategy.

Through the implementation of a

transformative change programme

in recent years, we have aligned our

business model with the evolving needs

and expectations of both our customers

and our people. These changes have

improved service delivery, streamlined our

organisational structure and enhanced our

employer brand. These developments are

expected to support the achievement of

long-term, sustainable growth.

Performance highlights

FY24

Variance

FY25 Reported Like-for-like

Revenue (£ million) 397 456 -14% -13%

Net fees (£ million) 107 127 -16% -16%

Average total headcount (FTE) 692 811 -15% n/a

2 Variance compares FY25 against FY24 on a constant currency basis, whereby the prior year foreign exchange rates

are applied to current and prior financial year results to remove the impact of exchange rate fluctuations.

Group net fees

33%

SThree plc Annual Report and Accounts 2025 sthree.com

In a market defined by rapid technological

change and shifting economic forces, our

strength lies in our ability to adapt, invest

in talent, and stay ahead of the curve. The

USA continues to be a powerhouse for

STEM innovation, and we’re committed

to deepening our partnerships with clients

and empowering our people to deliver

exceptional outcomes.

USA

FY25 FY24

10% 13% Technology

29% 35% Life Sciences

55% 48% Engineering

6% 4% Other

Net fees mix by skills

Matthew McManus Managing Director US

FY25 FY24

7% 11% Independent contractors

80% 79% ECM

13% 10% Permanent

FY25

Net fees mix by service

Group net fees

26%

Business review continued

Regions continued

1 Primarily Banking & Finance, Procurement &

Supply Chain and Sales & Marketing.

FY24

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

Impact of global megatrends

With a robust infrastructure, world-class

research institutions and a dynamic

workforce, the USA is home to leading

STEM employers with a consistently

high demand for resilient, diverse and

skilledtalent.

Emerging technologies – particularly

AI, cloud computing and automation

– are reshaping business models and

job requirements in the US. By 2030,

48% of US employers – compared

to 41% globally – expect AI and

information-processing technologies

to transform their operations including

workforce structures, driving demand

for adaptable, tech-savvy talent

. To

maintain global leadership, US employers

are increasingly investing in upskilling

and reskilling programmes to keep pace

with technological change. These efforts

are further supported by government-

led strategic priorities aimed at

strengthening the domestic STEM

workforce. Initiatives such as the CHIPS

(Creating Helpful Incentives to Produce

Semiconductors) and Science Act

and

the STEMM Opportunity Alliance

–

backed by billions in funding – seek to

expand local talent pipelines and reduce

reliance on foreign-born professionals.

This adaptability is a key strength of

the US job market, enabling workers

to transition into emerging roles

andindustries.

Despite strong support from the current

administration for traditional oil and

gas industries, many of our US clients

continue to pursue ambitious net zero

decarbonisation targets due to pressure

from investors, customers, employees

and global partners. This is creating

strong demand for skilled workers across

solar, wind, energy efficiency, battery

storage and grid modernisation.

Overall, despite current market

correction and uncertainty driven

by tariff disputes, the US economy

remains robust. Clients are hiring,

albeitmorecautiously.

FY25 performance highlights

The USA region delivered a strong

performance, driven by productivity

gains resulting from a successful

technology transformation and a more

efficient organisation, shifting from a

brand-led to a region-focused operating

model. Notably, the USA was the first

of SThree’s operating segments to

implement and benefit from the new,

highly automated platform, significantly

enhancing workforce effectiveness.

Contract net fees increased by 1% YoY,

supported by a surge in demand for roles

within the Energy sector, which itself

grew by 22% YoY. This growth reflects

the ongoing shift in the US toward a

cleaner, more electrified and digitally

poweredeconomy.

Performance was further boosted by

a strong recovery in the Permanent

division, up 32% YoY, as US corporations

intensified hiring across Technology,

particularly in FinTech, up 55% YoY, Life

Sciences, up 18% YoY and Engineering,

up 14% YoY.

People initiatives

This year, we prioritised several key

people-focused initiatives to strengthen

leadership capability, enhance

operationaleffectiveness and improve

workforce planning:

– Leadership development: We

expanded our learning modules and

launched a new Leader Playbook

to promote consistent, high-impact

leadership across the US.

– Operational efficiency: We

implemented the PACE framework to

cultivate a high-performance culture,

leveraging advanced technologies,

increasing agility and deepening

customer partnerships.

– AI enablement and training: We

initiated a build and rollout of AI tools

alongside system aftercare training

modules to improve process efficiency

and support adoption across teams.

– Talent mapping and succession

planning: We progressed our

strategic workforce planning to

builda robust pipeline of future

leaders and critical talent.

Outlook

The US is expected to continue

demonstrating remarkable agility

in responding to technological and

economic shifts, reinforcing its position

asa global leader in STEM and attracting

top talent and investment. Demand

for skilled STEM professionals and

workforce adaptability is projected to

rise steadily over the medium term.

According to the U.S. Bureau of Labor

Statistics, STEM occupations are

forecast to grow by 8.1% between

2024and 2034 – significantly

outpacingthe 2.7% growth expected

fornon-STEM roles

Supported by our best-in-class platform,

we will expand coverage of our largest

clients to capture growing and resurging

demand for our services, particularly in

Engineering and Technology.

Performance highlights

Variance

FY25 FY24 Reported Like-for-like

Revenue (£ million) 290 299 -3% -1%

Net fees (£ million) 83 82 +1% +4%

Average total headcount (FTE) 366 411 -11% n/a

2 Variance compares FY25 against FY24 on a constant currency basis, whereby the prior year foreign exchange rates

are applied to current and prior financial year results to remove the impact of exchange rate fluctuations.

3 Source: World Economic Forum 2025 Future of Jobs Report: As many as 41% of employers plan to use AI to replace roles.

4 Signed into US law in 2022, authorising approximately $280 billion in funding to boost domestic semiconductor manufacturing, research, and workforce development.

5 Launched in 2022, during the inaugural White House Summit on STEMM Equity and Excellence, SOA is a public-private partnership led by the White House Office of Science and

Technology Policy, AAAS, and the Doris Duke Foundation.

6 Source: Employment in STEM occupations: U.S. Bureau of Labor Statistics.

Further reading: see our US

Renewables case study on

our website.

SThree plc Annual Report and Accounts 2025 sthree.com

Netherlands including Spain

As the pace of change accelerates across our

region, we remain focused on anticipating

client needs and aligning our services to the

forces shaping the future. By investing in sector-

focused growth and deepening our expertise,

we’re building a resilient, future-ready business.

FY25 FY24

87% 90% Netherlands

13% 10% Spain

FY25

Net fees mix by country

FY25 FY24

53% 52% Technology

5% 5% Life Sciences

31% 35% Engineering

11% 8% Other

FY25

Net fees mix by skills

FY25 FY24

56% 54% Independent contractors

38% 39% ECM

6% 7% Permanent

FY25

Net fees mix by service

Business review continued

Regions continued

Margot van Soest Managing Director Netherlands & Spain

1 Primarily Banking & Finance, Procurement &

Supply Chain and Sales & Marketing.

FY24

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

Impact of global megatrends

Five key megatrends are redefining

industry landscapes and driving demand

for STEM talent in the Netherlands

and Spain. Digitalisation and AI are

transforming healthcare and infrastructure,

with both countries adopting AI to

enhance diagnostics, automate workflows

and personalise care. This is fuelling

demand for data scientists, AI engineers

and digital health specialists. Research-led

Healthcare continues to thrive, particularly

in the Netherlands, a leading hub for

clinical trials and biotech. AI is streamlining

research and regulatory processes,

while Spain’s investment in genomics

and personalised medicine is expanding

opportunities in life sciences and health

informatics. Decarbonisation is a growing

priority across public infrastructure and

healthcare. Digital solutions are being

deployed to reduce emissions, creating

demand for STEM roles in sustainable

engineering, green IT and environmental

monitoring – especially in the Netherlands,

where targeted investments are under

way. Ageing populations are also

increasing the need for tech-enabled care.

Both markets are embracing innovations

such as robotics, smart home systems

and wearable health tech, driving demand

for professionals who can develop and

support these solutions. Together, these

megatrends reinforce the strategic

importance of our specialised service

models and sector expertise.

FY25 performance highlights

The region saw net fees decline by

21% YoY, with Contract down 20% and

Permanent down 28%. The Netherlands,

our largest country in the region

(87% of net fees), delivered a resilient

performance despite an ongoing

challenging macro environment resulting

in a drop in new hiring demand mainly in

Technology and Engineering compared

with strong prior-year comparators.

Overall, net fees generated in the

Netherlands were down 24%, with

Contract down 24% and Permanent

down 27%. From a sector perspective,

Technology in the region was down 18%,

Engineering was down 30% and Life

Sciences was down 19%.

Spain had a good year, with net fees up

8% driven primarily by demand for both

Technology and Engineering roles.

People initiatives

This year, we focused on stabilising

our technology platform by delivering

‘systems aftercare’ training and rolling

out SuccessFactors, our dedicated HR

system for all people-related matters.

We also rolled out the AIR (Attitude,

Inputs and Results) framework across

sales, strengthening our performance

management approach.

To support our sales consultants, we

launched the Global Tech Academy,

designed to boost market awareness, align

pricing and negotiation skills, and increase

agility in responding to client needs.

We also introduced new, sector-specific

leadership development plans to retain

top talent and establish clear succession

pathways. This was complemented by

the appointment of a dedicated talent

acquisition manager in Spain, tasked

with driving headcount growth in entry-

level roles.

Further momentum came from our

onboarding programme launched in

FY24, which has already delivered

tangible results – significantly improving

sales consultant effectiveness and

reducing churn.

Outlook

Our key objective for FY26 is to continue

growing our specialised service models

– primarily in response to strong trends

and evolving preferences among blue-

chip clients. Our Tech proposition will

be aligned with an industry-focused

approach, tailoring services to the

specific needs of each sector. As part

of this shift, we will refine our individual

IT brand propositions to create a

stronger platform for growth. This will

enable targeted investments to expand

our service offering in the Public and

Utilities sectors in the Netherlands. In

Life Sciences, we anticipate a continued

shift toward a more commoditised

model through managed service provider

(MSP) delivery. We will maintain a

strong focus on delivery management

and supply chain opportunities. Our

two brands in this space – Real and

Progressive – will benefit from a

simplified management structure, driving

greater operational efficiency, agility

and a unified response to emerging

market opportunities. Our Engineering

business is positioned to meet rising

demand for mechanical, robotics and

construction skills, particularly within the

chemical and downstream industries. In

Renewables and Offshore, our focus will

remain on roles across global projects,

particularlyin:

– QA/QC (Quality Assurance/Quality

Control) – ensuring processes and

outputs meet defined standards.

– EC&I (Electrical, Control and

Instrumentation) – covering

the design and maintenance of

systems that monitor and control

engineeringoperations.

– QHSE (Quality, Health, Safety and

Environment) – ensuring compliance

with safety, environmental and

qualityregulations.

Group net fees

19%

Performance highlights

Variance

FY25 FY24 Reported Like-for-like

Revenue (£ million) 281 344 -18% -18%

Net fees (£ million) 62 79 -21% -21%

Average total headcount (FTE) 380 411 -7% n/a

2 Variance compares FY25 against FY24 on a constant currency basis, whereby the prior year foreign exchange rates

are applied to current and prior financial year results to remove the impact of exchange rate fluctuations.

SThree plc Annual Report and Accounts 2025 sthree.com

Rest of Europe

Despite the broader

market adjustment,

it is encouraging

to see signs of

stabilisation and

resilience, in theUK

and acrossEurope.

FY25 FY24

54% 63% UK

18% 17% France

28% 20% Belgium

Net fees mix by country

FY25 FY24

50% 58% Technology

21% 17% Life Sciences

17% 16% Engineering

12% 9% Other

Net fees mix by skills

FY25 FY24

70% 68% Independent contractors

27% 29% ECM

3% 3% Permanent

Net fees mix by service

Group net fees

16%

Business review continued

Regions continued

Rakesh Patel Managing Director UK France & Belgium

1 Primarily Banking & Finance, Procurement

& Supply Chain and Sales & Marketing.

FY25

FY24

FY25

FY24

FY25

FY24

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

Impact of global megatrends

Part of the RoE region’s strength stems

from a wide-ranging and expansive

tech ecosystem, supported by local

governments’ pro-innovation policies,

subsidies and tax reliefs. On top of this,

AI is fast transforming businesses across

western Europe, as a means to develop

new products and enhance productivity

through automation and machine-led

processes (a trend supported by increasing

enterprise adoption rates and supportive

EU policies like the AI Act).

The UK is the third largest and most

dominant country outside the US and

UAE for fintech investment (nearly $1.5

billion raised and 240 deals done in the

first half of 2025). Belgium is rapidly

developing as a hub for impact tech,

channelling significant investment into

green energy initiatives and solutions for

the UN Sustainable Development Goals.

France is also undergoing a significant

transformation in its financial sector,

marked by technological advancements,

digitalisation and innovation in areas like

open banking and AI.

Technology is therefore SThree’s most

important discipline in RoE, underpinned

by our tech offerings in Education and

Public Services in the UK (the latter

increasingly adopting and advancing AI

technologies), Banking & Finance in France

and Life Sciences and Energy in Belgium.

FY25 performance highlights

FY25 had a challenging start with

underperformance seen in both Contract

and Permanent divisions due to subdued

business confidence.

The UK labour market slowed down in

FY25, with the unemployment rate up

from a low of 3.6% to 4.7% and vacancies

down 45% on their May 2022 peak.

Productivity and new investment declined,

and consumption remainedweak.

But as the year progressed, driven by our

focus on new deal activity and use of

performance managing tools, we reduced

our cost base, improved productivity per

head and delivered total net fees for the

region at £51 million (16% down YoY).

The UK, our largest country in the region

(54% of net fees), saw net fees down

27%, driven by reduced level of demand

for Technology and Engineering skills,

down 33% YoY and 18% YoY respectively.

In France, net fees were in line with

expectations but below prior year

(11%), largely driven by its Contract

performance, which reflected lower

demand for Life Sciences (down 10% YoY)

and Technology skills (down 13% YoY).

Belgium – a star performer in RoE –

sawa significant growth in Life Sciences

(up 30% YoY) and moderate growth in

Engineering, up 7% vs prior year.

People initiatives

This year, we have focused on two key

areas: supporting employee careers

and professional growth; and digital

transformation. We launched a new

manager development and induction

programme, as well as rolled out

and embedded the AIR (Attitude,

Inputs and Results) framework across

sales, strengthening our performance

management approach.

To finalise the digital transformation

programme, our L&D (Learning &

Development) team introduced a

‘Design& Deliver System’ training offer

with an accompanying aftercare plan to

ensure continued success.

To better serve the UK business, a

dedicated senior HR business partner

was appointed to design and set new

HR initiatives and policies in response

toemployee feedback.

Outlook

Our key objective for FY26 is to drive

UK performance through effective

leadership, increased productivity and

agility. This rests on our assumption

that a moderate cyclical rebound in

consumption, driven by a rise in real

income, and modest expansion in

business investment, helped by lower

interest rates, can keep the UK in mild

growth territory. Additionally, we aim

to increase growth in Technology

andEngineering.

In France, we will remain customer-

focused, responding to clients’ long-term

investment priorities for whom we plan to

reinforce our Tech proposition to match

evolving opportunities in the financial

services sector. Whilst in Belgium, we will

align our proposition to clients’ actions

towards more sustainable operations, all

underpinned by STEMskills.

Performance highlights

Variance

FY25 FY24 Reported Like-for-like

Revenue (£ million) 293 353 -17% -17%

Net fees (£ million) 51 61 -16% -16%

Average total headcount (FTE)

390 441 -12% n/a

2 Variance compares FY25 against FY24 on a constant currency basis, whereby the prior year foreign exchange rates

are applied to current and prior financial year results to remove the impact of exchange rate fluctuations.

3 Excludes central headcount located in the UK.

Further reading: see our

University of Reading case

study on our website.

SThree plc Annual Report and Accounts 2025 sthree.com

Middle East & Asia

The Middle East is at the forefront

of global transformation – from

digital innovation to clean energy

leadership. Our role is to connect

this momentum with the right

talent, helping our clients build

future-ready teams that can thrive

in a fast-evolving landscape.

Japan’s journey is one of balancing

tradition with innovation. As the

market embraces digitalisation,

clean energy and new ways of

working, we’re proud to support

our clients with the expertise

and talent they need to lead

withconfidence and purpose.

FY25 FY24

65% 54% Japan

35% 46% UAE

FY25

Net fees mix by country

FY25 FY24

24% 28% Independent contractors

3% 2% ECM

73% 70% Permanent

FY25

Net fees mix by service

FY25 FY24

39% 29% Technology

8% 11% Life Sciences

20% 23% Engineering

33% 37% Other

FY25

Net fees mix by skills

Business review continued

Regions continued

Hashim Kapadia Senior Director MENA Christopher Reilly Country Sales Director Japan

FY24

1 Primarily

Banking &

Finance,

Procurement

& Supply

Chain and

Sales &

Marketing.

FY24

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

Impact of global megatrends

The Middle East and Asia region is

undergoing profound transformation,

shaped by five global megatrends.

Digitalisation is rapidly redefining

economies across the region. In the

Middle East, this is driven by major

investments in artificial intelligence, cloud

infrastructure and smart city initiatives.

In Japan, digitalisation is accelerating

through government-led modernisation

efforts, automation in manufacturing and

the adoption of AI in healthcare and public

services – helping to address demographic

challenges and boost productivity.

Decarbonisation is also a critical focus.

Countries in the Middle East are

committing to ambitious net zero targets

and directing substantial resources

towards renewable energy, hydrogen and

carbon capture technologies, positioning

themselves as future leaders in sustainable

energy. Japan is similarly advancing its clean

energy agenda, with significant investment

in hydrogen innovation, offshore wind

and carbon neutrality initiatives aimed at

achieving its2050 net-zero goal.

In healthcare, the region is embracing

research-led models. The Middle East

is expanding its life sciences capabilities

through genomics, biotechnology and

AI-driven diagnostics aimed at enhancing

personalised care and building competitive

life sciences sectors. Japan is also investing

in advanced healthcare technologies to

support its ageing population, with a strong

focus on personalised medicine, digital

health andbiotech innovation.

Together, these megatrends are

accelerating the region’s transition

toward a more diversified, resilient and

future-ready economy – one that will

require a skilled and adaptable workforce

to bring these ambitions to life.

FY25 performance highlights

The Middle East region experienced a

challenging start to the year, primarily

driven by geopolitical tensions and

heightened volatility in oil prices.

Thesefactors negatively impacted the

Energy sector, reducing crude oil export

volumes and domestic refining revenues.

Despite this, our net fees for the region

this year were up 2% YoY.

Performance in Life Sciences declined

by 26% YoY, reflecting the lingering

effects of industry-wide restructuring,

longer hiring cycles and more rigorous

recruitment processes, especially for

mid-to-senior level roles.

This was offset by a stronger-than-

expected performance in Technology,

where net fees grew by 35% YoY. Local

businesses continue to invest heavily in

software development capabilities, while

also strengthening their IT leadership

strategies to support long-term

digitaltransformation.

Japan, which represents 65% of the

region, delivered a strong performance

in FY25, its fifth consecutive year of

growth, with net fees growing by 20%

YoY. This growth was primarily driven

by the Technology sector, up 35% YoY,

reflecting robust demand for skills in

business intelligence, data science

and enterprise application software

development. The Engineering sector

also contributed significantly, with net

fees increasing by 15% YoY.

People initiatives

In FY25, we achieved Great Place to Work

certification in both Dubai and Japan –

marking the fourth consecutive year of

recognition in Dubai. This reflects our

strong employee engagement, consistently

low attrition rates and a high Net Promoter

Score across the MEA region.

The entire region also benefited from

our ongoing technology transformation,

which introduced automation and

operational efficiencies across our Dubai-

and Japan-based business functions.

These improvements unlocked synergies,

particularly within sales-enabling teams,

enhancing collaboration and performance.

Talent retention, development and

attraction remained a strategic priority.

A key initiative this year was the launch

of a tailored training programme for

senior leadership, designed to support

knowledge transfer and strengthen

succession planning across the region.

This was further supported by the rollout

of the AIR framework (Attitude, Inputs

and Results), aimed at fostering a culture

of recognition, motivation and continuous

improvement by encouraging positive

behaviours and outcomes.

In Japan, we also participated in the

Tokyo Summer Career Forum, engaging

with new graduates and promoting

career opportunities for 2026. This

initiative supports our commitment

to building a strong pipeline of future

leaders and expanding our talent base.

Outlook

Looking ahead, our focus will be on

increasing profitability across both

Contract and Permanent offerings,

recognising their equal strategic

importance. Our aim is to further develop

and expand our service offering across

the Technology and Engineering sectors,

capitalising on regional demand and

sector growth. In Japan, we will place

additional emphasis on expanding our

Contract offering within the Financial

Services and Engineering sub-sectors,

aligning with evolving market needs.

This direction is guided by the Group-

wide principle of ‘knowing where to

play and playing where we can win’, and

reflects the region’s growing focus on

workforce upskilling, digital transformation

and the accelerated development of

renewable energyproduction.

Across both subregions (Japan and

Middle East), governments are leveraging

substantial financial resources to drive a

remarkable shift toward becoming global

leaders in renewable energy and fuels.

This transformation presents significant

opportunities for talent acquisition and

workforce development, and SThree

is well-positioned to support clients

throughout this evolution.

Performance highlights

Variance

FY25 FY24 Reported Like-for-like

Revenue (£ million) 41 41 0% +5%

Net fees (£ million) 19 20 -5% +2%

Average total headcount (FTE) 221 202 +9% n/a

2 Variance compares FY25 against FY24 on a constant currency basis, whereby the prior year foreign exchange rates

are applied to current and prior financial year results to remove the impact of exchange rate fluctuations.

Group net fees

SThree plc Annual Report and Accounts 2025 sthree.com

In accordance with Section 172

of the Companies Act 2006 (‘the

Act’), the Directors confirm that

during the financial year ended 30

November 2025, they have acted in

good faith to promote the success

of the Company for the benefit of

its shareholders as a whole. In doing

so, they have had regard to the

likely long-term consequences of

decisions and the interests of other

stakeholders, as required by the Act.

Supported by a well-established

corporate governance framework,

the Board considers the long-

term interests of the Group’s key

stakeholders, including employees,

clients and candidates (collectively

referred to as customers),

shareholders and local communities,

when making decisions. This

includes assessing the impact of

our business activities and the likely

consequences of planned actions to

ensure sustainable growth.

The Board maintains close business

relationships and partnerships

with these stakeholder groups to

remain informed of material issues.

In addition to regular feedback

from customers and employees,

the Board engages in open, two-

way dialogue with investors to

communicate its actions and

strategic priorities. This engagement

is integral to the Board’s decision-

making framework, which is focused

on delivering shared and sustainable

value for allstakeholders.

For more information supporting this

statement, see: Decision-Making by

the Board, page 99, Board Activities,

pages 100 to 101, and Employee

Engagement, page 102.

How we engage

Our people are at the heart of SThree’s

success. Understanding their priorities,

challenges and risks is essential to

shaping effective, Group-wide strategies.

The Board engages with employees

through semi-annual surveys and focus

groups led by the Senior Independent

Non-Executive Director and the

Employee Engagement NED, Sanjeevan

Bala. These are complemented by

site visits, town halls, webinars and

leadership forums.

Ongoing communication is supported

by the Group intranet, social media

channels and regular newsletters.

Employee resource groups and internal

ambassadors also play a vital role

in shaping HR and reward policies,

and indelivering events that connect

colleagues with SThree’s purpose.

Key topics of interest and

challenges/concerns in FY25

Throughout FY25, the Board and

senior management actively engaged

with employee-related themes and

challenges, focusing on:

– fostering a culture of recognition,

motivation, and continuous

improvement, with an emphasis

on performance enablement and

employee experience;

– supporting sales consultants in

building market awareness, refining

pricing and negotiation skills, and

increasing agility in responding to

client needs;

– stabilising the new platform and user

processes, as the Group approached

the final stages of its digital

transformation programme;

– building a strong pipeline of future

leaders and expanding our talent

base, while strengthening succession

planning across key functions.

Outcomes and our response

Management responded to employee

feedback and evolving workforce

needsby implementing several

strategicinitiatives:

– SuccessFactors Launch: A dedicated

HR system was introduced to

streamline all people-related matters,

enhance data visibility and improve

employee life cycle management.

– AIR Framework Deployment:

The Attitude, Inputs and Results

framework was rolled out across

core and sales enablement functions

to strengthen performance

management and encourage positive

behaviours and outcomes.

– Global Tech Academy: Building on

the success of the internal Global

Renewable Energy Network, the

Academy was established to deepen

consultants’ expertise in the Tech

market and promote best practices

in sales.

– Systems Aftercare Training: Targeted

training programmes supported

platform stabilisation, process

efficiency and team-wide adoption,

ensuring a smooth transition post-

implementation.

– Leadership Development Plans: Sector-

specific programmes were launched

to retain top talent and establish clear

succession pathways, aligned with

long-term workforce planning.

– Talent Acquisition Expansion: New

talent acquisition managers and HR

business partners were appointed

in key locations to drive headcount

growth in entry-level roles and

design HR initiatives aligned with

employeefeedback.

Section 172

statement

Our people

Stakeholder

engagement

Stakeholder engagement (including Section 172 statement)

Further reading: for more information on actions

and initiatives designed to improve EVP, see

Employee Engagement, pages 102 to 104.

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

How we engage and foster strong

relationships with some of our

keystakeholders.

How we engage

Clients and candidates are central to

SThree’s strategy. By staying close to their

evolving needs, we adapt our business

model, invest in specialist verticals and

enhance our service proposition to foster

long-term partnerships and remain the

STEM talent provider of choice.

Engagement is delivered through

dedicated account managers, client

visits, digital platforms, webinars and

social media. We support customers with

thought leadership and #STEMSeries

events to help them navigate change

and optimise resources. Our consultants

maintain regular contact with candidates

throughout the hiring process,

complemented by surveys, publications

and multichannel communication to

ensure a high-quality experience.

Key topics of interest and

challenges/concerns in FY25

Throughout FY25, the Board and senior

management actively engaged with

customer-related themes and challenges,

focusing on:

– driving marketing-led growth by

exploring new opportunities to build

a scalable marketing engine;

– enhancing operational efficiency

and collaboration through the

adoption of advanced technologies,

improving agility and strengthening

customerpartnerships;

– expanding cross-border capabilities

with robust processes and controls to

support client relationships beyond

SThree’s core markets;

– supporting consultants in a dynamic

global landscape, enabling them

to exceed customer expectations

and reinforce SThree’s position

as the leading global STEM

workforceconsultancy.

Outcomes and our response

Management responded to evolving

customer needs by launching several

strategic initiatives:

– Lead Management Transformation:

We introduced a redefined lead

management process, enabling

real-time routing of digital campaign

leads and AI-powered prioritisation.

This eliminated manual handling,

improved speed and accuracy,

and allowed consultants to

focus on meaningful customer

interactions. Integrated dashboards

with predictive insights further

empowered our teams to act swiftly,

make informed decisions and deliver

greater value to customers.

– International Placement Process:

A new process was launched

to support placements outside

our coremarkets, building on

the enhanced due diligence

frameworkintroduced in 2023.

This initiative ensures a smoother,

more compliant experience for

our sales consultants and clients,

facilitating effective cross-border

talent solutions.

– PACE Framework Deployment:

Werolled out PACE across our sales

teams – an innovative framework

designed to foster a high-performance

culture. By leveraging our core

strengths, PACE enables teams to

work smarter, deepen customer

relationships and deliver exceptional

value in the global STEMmarket.

– STEM Skills Insights: We shared

findings from our STEM Skills Index

report, highlighting where the most

capable STEM talent is emerging

and identifying regions with critical

skills gaps. The report provided our

clients with actionable insights into

workforce readiness and innovation,

and pinpointed specific areas where

investment is needed to strengthen

the STEM ecosystem.

Our clients and candidates

Further reading: For more information on

actions and initiatives in response to evolving

customers’ needs, see Strategic progress,

pages 26 to 35.

SThree plc Annual Report and Accounts 2025 sthree.com

How we engage

We engage with investors to build

confidence and secure long-term

support by providing transparent,

accurate information about our strategy,

sustainability commitments and

performance drivers.

Our Investor Relations team maintains

regular dialogue through one-to-one

consultations and group meetings

with institutional and retail investors.

Senior executives host quarterly results

presentations, trading updates, the

Annual General Meeting and investor

briefings. We also gather insights through

shareholder perception studies conducted

by our stockbrokers and financial advisers.

Key topics of interest and

challenges/concerns in FY25

Throughout FY25, the Board actively

engaged with investor-related themes

and challenges, focusing on:

– Maintaining financial resilience amid

macro-economic uncertainty, including

reaffirming FY25 profit before tax

guidance at approximately £25 million.

– Optimising capital allocation, with a

completed £20 million share buyback

programme and plans for further

buybacks in FY26, supported by a

strong net cash position of £68 million.

– Accelerating digital transformation

through the completion of the

TIP, enabling greater operational

scalability and efficiency.

– Positioning for future growth

via planned investment in next-

generation AI capabilities, aimed

at enhancing productivity and

competitive advantage.

– Navigating regional and sector-

specific headwinds, particularly

in Continental Europe and the

Technology and Life Sciences

verticals, where investor concerns

centred on declining net fees and

subdued hiring activity.

Outcomes and our response

The Board and senior management

responded to investor feedback and

market dynamics by initiating several

strategic actions:

– Strategic Investment Planning:

The Group refined its investment

roadmap to balance innovation with

financial discipline, ensuring long-

term value creation while managing

short-term impacts.

– TIP Rollout Completion: The final phase

of the TIP rollout was accelerated, with

all 11 markets fully onboarded by year-

end. This initiative enhances consultant

productivity, improves data visibility

and supports more agile decision-

making across the Group.

– AI Capability Development:

A dedicated programme was

launchedto explore AI-driven

enhancements across sales,

operations and customer

engagement. This aligns with

investorinterest in future-proofing

the business and leveraging

emergingtechnologies.

– Regional Performance Review:

Targeted reviews were conducted

in underperforming markets, leading

to tailored interventions aimed at

stabilising net fees and strengthening

client relationships in Germany, the

Netherlands and the UK.

– Sector Diversification: In response

to vertical-specific challenges, the

Group continued development of

specialised teams for sectors/skill

verticals, with a focus on aligning

resources to recovering markets

andresilient demand segments.

Our shareholders

Stakeholder engagement (including Section 172 statement) continued

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

How we engage

We engage with local communities

to support economic growth, address

employment inequality and help bridge

the STEM skills gap – critical to our

business and our clients.

The impact of our placements

contributes to solving global challenges,

from medical innovation to climate

action across communities in which we

operate. We enhance this positive impact

through volunteering, skills sharing,

fundraising and gifts in kind, while our

outreach efforts aim to connect clients

with diverse talent and foster thriving,

inclusive communities.

Key topics of interest and

challenges/concerns in FY25

Throughout FY25, the Board and

senior management actively engaged

with community-related themes and

challenges, focusing on:

– delivering social impact through

STEM access – initiatives to broaden

participation in STEM careers among

underrepresented groups;

– strengthening local partnerships with

educational institutions, non-profit

organisations and industry bodies to

support community development and

skills readiness;

– supporting environmental

sustainability, with community

engagement linked to SThree’s

broader net zero commitments and

climate leadership;

– enhancing volunteering and outreach,

encouraging employees to contribute

time and expertise to causes aligned

with SThree’s values and local needs.

Outcomes and our response

Management responded to

community needs and stakeholder

feedback by launching and expanding

severalinitiatives:

– Volunteering and Outreach:

Employees contributed over 2,653

hours to local community projects,

including education, mentoring and

environmental activities. These efforts

were coordinated through internal

networks and aligned with global

awareness campaigns.

– Environmental Engagement:

Community initiatives were linked

to SThree’s net zero strategy,

including awareness campaigns

and partnerships that promote

sustainability and climate resilience

atthe local level.

Our local communities and environment

Further reading: See Our commitment to being

a responsible business, pages 60 to 75.

sthree.comSThree plc Annual Report and Accounts 2025

Beyond goals

to adoption

Our commitment to being a responsible business (including TCFD)

We conducted a

comprehensive review

of our ESG activities in

the first half of the year,

aligning our approach

with key stakeholder

priorities. This has resulted

in a refresh of our ESG

strategy. We will broaden

our Diversity agenda

to focus on diversity of

experience and inclusion.

In addition, we shall

introduce some fresh

ESG initiatives to support

the Group’s brand

positioning as a STEM

workforceconsultancy.

Although work has started

on realising this refreshed

strategy, this year’s report

provides progress updates

against our existing

priorities for which we

have a full year’s data.

As ESG Lead, my mission is to turn

sustainability commitments into tangible

actions that create long-term value. ESG

is not just a compliance requirement –

it’s a strategic driver that shapes how

we manage our facilities, mobility, and

resources to reduce environmental impact

while enhancing employee well-being.

By embedding ESG principles into every

decision and encouraging volunteering

initiatives such as community projects and

social support programmes, we amplify

our positive impact on society, strengthen

employee engagement, and build a culture

of shared responsibility.

Lamia Berkane

Facility & Mobility Manager, SThree France

Strategic Report Governance Report Financial StatementsIntroduction

SThree plc Annual Report and Accounts 2025sthree.com

41% decrease in absolute

emissions from 2019

(baselineyears).

40% reduction in Scope 1 & 2 and

41% reduction in Scope 3 in FY25

from 2019 (baseline year).

Continued offsetting of Scope 1

and 2 carbon emissions.

Representation of women in

leadership: 37% in ExCo and

Exco-1 in line with 2024.

Platform People

A cross-functional net zero

working group (mobilised in

FY24) continued to implement the

net zero transition plan this year

focusing on data quality, car fleet

and property as a priority. Work

was undertaken this year to launch

a new carbon accounting platform

which will elevate our sustainability

reporting in FY26 and beyond.

For more details, see the TCFD

section on page 62.

Provided external mentoring for

eight, high-potential saleswomen

to support future sales

leadershipdevelopment.

29 women graduated from the

fourth cohort of our Identify

leadership accelerator talent

development programme.

97% of women participated in

thefourth cohort retained.

21% of women in the fourth

cohortpromoted.

Carbon reduction

Progress

Target

Activities

in 2025

Alignment

to strategic

pillars

Sustainable

Development

Goals

Gender

representation

(40% target for women

in leadership)

Targets and progress

The following chart outlines the

ESG targets that we report against

externally. Two targets – ‘Doubling

the share of our global renewables

business by FY24’ and the ‘To

positively impact 150,000 lives by

FY24’ – have been achieved. As these

are now built into the fabric of our

business and considered business-

as-usual, we do not plan to report

against them. Two targets remain

from previous years:

– Carbon emissions: we have a long-

term SBTi target to be net zero

by 2050, supported by near-term

targets to reduce Scope 1 and

2 emissions by 77% and reduce

Scope 3 emissions by 50% by

2030 from a 2019 baseline.

– Gender representation: this

is a global target to increase

representation of women in

leadership to 40% by 2025 and

applies to our ExCo and ExCo

minus one leadership teams.

Further reading: see our

Identify case study on

ourwebsite.

SThree plc Annual Report and Accounts 2025 sthree.com

Social

Our commitment to being a responsible business (including TCFD) continued

20,767

Giving back is a part of growth. Volunteering

helped me understand how teamwork and

kindness can make something great. It’s

rewarding to be a part of something that

inspires and supports others.

Vy Nguyen Delivery Engineer SThree Japan

Upskilling for

future growth

Hours of training

delivered

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

Key to our success in achieving our

ESG goals is listening and acting on

the priorities and attitudes of our

people. We ran our colleague survey

in November. This survey generates

an eNPS that provides us with an

employee satisfaction measure that can

be compared to our peers in the sector

and reveals topics of most concern to

our people. We also delivered three

Board level focus groups and conducted

pulsesurveys.

447 colleagues attended our four

internal Global Connect events this year

to create awareness, support inclusion

and celebrate difference: International

Women’s Day, Pride, Inclusion and Mental

Wellbeing. This was supported by speaker

participation from our senior leadership

team and colleagues. For more details,

see the Employee Engagement section

onpage102.

People development

The focus this year was on utilising

development opportunities offered

by our new technology platform. We

delivered sales training on the new

processes and designed workshops

to cascade best practice. You will

find moredetail on these initiatives

in the People section of this report –

seepages32 to 34.

Training covering business ethics,

health and safety, cyber security, data

protection, anti-bribery & corruption

and essential legal knowledge was

mandatory for allemployees.

A career with purpose

foreveryone

We are committed to developing our

people and nurturing an environment

in which everyone can thrive and reach

their potential. A new performance

management framework was rolled

out to support ExCo level managers in

developing their teams thus creating

a positive, energetic and collaborative

sales environment. In parallel,

we launched a series of bite-size

learning modules to support personal

development planning conversations

between managers and direct reports.

For more details, see the People section

on page 32.

The following table highlights key areas of focus within our People and Culture strategy and their associated achievements

andmetrics.

People and

Culture

FocusArea

Employee Net Promoter Score

(eNPS)

Target is to increase eNPS

to between the median and

top quartile in professional

servicessector

Employee listening Volunteering Training & development Investing

indiversity

Achievements/

Metrics

21 eNPS (FY24: 35) which

places SThree in the middle

of the Professional Services

Industry benchmark.

77% completion rate

Three Board level

focus groups

delivered in FY25

AIR pulse survey

completion rate: 18%

Comms survey

completion rate: 7%

EVP survey

completion rate: 36%

2,653 hours

volunteered

10% of

employees

utilising

volunteer leave

Mandatory training – completion rate: 96%

97% completed H&S training

98% completed cyber security training

98% completed data protection training

98% completed anti-bribery and corruption training

69% of people have objectives and 27% personal

development in place

32% of women and 37% of men have objectives in place

46% of women and 54% of men have personal

development in place

16% of UK

Leadership

is ethnically

diverse

Key focus areas and achievements

Investing in our community

Every SThree colleague receives up to

40 hours’ paid leave to volunteer and this

year we introduced a focus on learning

whereby 15 hours could be used for

training and education on ESG topics.

A new volunteer policy was launched

this year, to more closely align with our

business priorities but also reflect what

matters most to our people.

Metrics tracked include hours volunteered in

local communities for environmental causes

and participation in skills-based activities.

We continue to assist underrepresented

groups with career development through

career support volunteering that helps

address employment inequality and close

the STEM skills gap.

Further reading: see our

Aleto Foundation case

study on our website.

Further reading: see our

University of Edinburgh

case study on our website.

Further reading: see our

Community Impact Map

on our website.

SThree plc Annual Report and Accounts 2025 sthree.com

Environment

Reduction in Scope 1 and 2

carbon emissions YoY

54%

Reduction in Scope 3 carbon

emissions YoY

20%

Reduction in absolute carbon

emissions YoY

25%

FY25 marked a year of strong carbon

reduction progress, with significant emissions

reductions delivered across Scope 1, 2 and3.

This progress reflects SThree’s continued

commitment to achieving our science-

based net zero targets and is reinforced

by maintaining a B score with Carbon

DisclosureProject.

Francesca Greaves Senior Purpose and Inclusion Manager

Our commitment to being a responsible business (including TCFD) continued

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

The environment

is important to our

business, and we are

committed to play

our part in the world’s

journey to net zero.

Decarbonising our business

SThree is actively transitioning to

become a net zero business by FY50,

and we measure our progress against

Science Based Target initiative (SBTi)

verified targets. A cross-functional net

zero working group was mobilised in

FY24 to build and implement the net

zero transition plan, and a five-year

roadmap has been developed focusing

on four key areas, including Scope 1

& 2 (property, car fleet) and Scope 3

(business travel, supply chain). We are

committed to continuous improvement

in the quality of carbon emission data we

report, and this has been a focus in 2025.

Progress against targets

We report progress against near-term targets for Scope 1 & 2 emissions and Scope 3

emissions, as well as the overall target of becoming net zero by FY50.

reduction in

absolute emissions

Target:

To reduce Scope 1

and2emissions by

77%by 2030

40%

Progress from FY19

(baseline year)

reduction in

absolute emissions

Target:

To reduce Scope 3

emissions by 50%

by 2030

41%

Progress from FY19

(baseline year)

reduction in

absolute emissions

Target:

To be net zero across

Scope 1, 2 and 3

emissions by 2050

41%

Progress from FY19

(baseline year)

We are proud of the recognition we receive for our sustainability efforts. Our FY25

CDP score, which measures our commitment and progress towards climate change

action, was a B, which is high. We were included in the FTSE4Good Index which

demonstrates our commitment to balancing purpose with performance. We also

participate in EcoVadis, the global sustainability assessment platform that scores

companies and rates them for their environmental, social and ethical performance.

We are pleased to have increased our score within the Environmental pillar by 14

points compared to our previous submission, demonstrating continued progress

on our sustainability journey.

Further reading: see our

Carbon Offsetting case

study on our website.

For more details, see the TCFD section on page 62.

SThree plc Annual Report and Accounts 2025 sthree.com

Our transition to net zero

In FY23, we announced our

SBTi target to be a net zero

business by FY50, and since

then, we have turned this

commitment into action.

In FY25, our net zero working group met

quarterly to drive actions against our net

zero roadmap; these were focused on

our priority areas: property, internal car

fleet, business travel, and supply chain,

deemed material to our business through

a review of our carbon footprint. We are

proud that this year, the Netherlands

introduced a mobility allowance policy

that will phase out fuelled cars, and we

saw our London Headquarters move to

an EPC A, BREEAM Outstanding office.

These are just two highlights that show

sustainability embedded within our

business operations.

We know the transition to net zero will

take time and that we will need to adapt

our plan to the changing landscape. We

are also committed to taking action today

while we transition to net zero, which is

why we continue to offset our Scope 1 and

2 carbon emissions in partnership with

Earthly. All projects we support meet the

criteria for the Oxford Offsetting Principles.

Our commitment to being a responsible business (including TCFD) continued

Environment continued

Net zero roadmap FY25–FY30

Further reading: More

information on Earthly and

theprojects we fund can

befound here.

Scope 1 & 2

Workstream Property Internal Car Fleet

Supply Chain Business Travel Green Commuting

FY30 vision

100% clean energy powered by 2030

All internal cars will be 100% clean

fuelled by 2030. We will favour mobility

allowances over a traditional car fleet.

All our suppliers will align to our

environmental commitments, and we will

prioritise choosing sustainable suppliers

as standard. Partnered with a reduction

in consumption, we will achieve 50%

reduction in supply chain emissions

by2030.

All colleagues consider sustainability

when booking business travel, resulting

in a 50% reduction in travel emissions

by2030.

Colleagues will commute using

sustainable travel where available,

supported by SThree to do so through

public transport infrastructure

surrounding our offices and

mobilitybenefits.

Achieved this year

All UK and Netherlands leased offices

achieved 100% green energy.

Netherlands launched a mobility policy

phasing out traditional fuelled cars in

favour of mobility allowance and an

electric fleet.

Belgium continued to implement their

transition to clean fuel, seeing a 63%

increase in electric vehicles in their fleet.

Engaged over ten suppliers on sustainability

through Carbon Disclosure Project and

engagement calls.

Business travel significantly reduced,

opting for collaboration tools such as

Microsoft Teams for internal meetings.

This resulted in a 62% decrease in

business travel carbon emissions.

All new office locations were reviewed

using our property criteria to ensure

clean travel facilities and public

transport connections are available.

FY26

Transition France to green energy from

February 2026 and continue shifting

leased offices across DACH to green

energy as contracts renew, with Austria

and Switzerland already fully green.

France to conduct a review of their

transition plan.

Germany has set a target to achieve a

50%–80% EV fleet by 2026. A further

transition plan will be created to move to

100% clean fuel by 2030.

Improve processes to track supply chain

emissions through introduction of a new

sustainability platform and new technology

to support the supplier tender process.

Engage with current suppliers to

understand their sustainability credentials.

Build a supplier engagement plan,

focusing on suppliers who are yet to

start their carbon reduction journey.

Build a communications plan to educate

colleagues on sustainable travel options.

Conduct a commuter survey to identify

changing travel habits post Covid-19.

Share results from the commuter survey

internally and build a communication

plan to support our people to

travelsustainably.

FY27

Aim for all DACH offices to operate on

100% green energy. Continue working

with serviced-office providers to improve

transparency on green credentials and

request green terms within our agreements.

Collaborate with Benefits on our approach

to car fleet management.

Conduct a full review of our car fleet to inform

decision making on policy and strategy to

ensure alignment with our net zero goals.

Compile a preferred green supplier

list which should be used when

choosingsuppliers.

Deliver the supplier engagement plan.

Explore carbon allowances per employee

based on role for travel.

Review green commuter benefits

toidentify new opportunities.

In FY25, we invited our colleagues

to vote for our offsetting projects.

Two projects were selected: Forest

Management & Reforestation in Mayab,

Mexico and Peatland Protection in

RimbaRaya, Indonesia.

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

Scope 1 & 2

Workstream Property Internal Car Fleet

Supply Chain Business Travel Green Commuting

FY30 vision

100% clean energy powered by 2030

All internal cars will be 100% clean

fuelled by 2030. We will favour mobility

allowances over a traditional car fleet.

All our suppliers will align to our

environmental commitments, and we will

prioritise choosing sustainable suppliers

as standard. Partnered with a reduction

in consumption, we will achieve 50%

reduction in supply chain emissions

by2030.

All colleagues consider sustainability

when booking business travel, resulting

in a 50% reduction in travel emissions

by2030.

Colleagues will commute using

sustainable travel where available,

supported by SThree to do so through

public transport infrastructure

surrounding our offices and

mobilitybenefits.

Achieved this year

All UK and Netherlands leased offices

achieved 100% green energy.

Netherlands launched a mobility policy

phasing out traditional fuelled cars in

favour of mobility allowance and an

electric fleet.

Belgium continued to implement their

transition to clean fuel, seeing a 63%

increase in electric vehicles in their fleet.

Engaged over ten suppliers on sustainability

through Carbon Disclosure Project and

engagement calls.

Business travel significantly reduced,

opting for collaboration tools such as

Microsoft Teams for internal meetings.

This resulted in a 62% decrease in

business travel carbon emissions.

All new office locations were reviewed

using our property criteria to ensure

clean travel facilities and public

transport connections are available.

FY26

Transition France to green energy from

February 2026 and continue shifting

leased offices across DACH to green

energy as contracts renew, with Austria

and Switzerland already fully green.

France to conduct a review of their

transition plan.

Germany has set a target to achieve a

50%–80% EV fleet by 2026. A further

transition plan will be created to move to

100% clean fuel by 2030.

Improve processes to track supply chain

emissions through introduction of a new

sustainability platform and new technology

to support the supplier tender process.

Engage with current suppliers to

understand their sustainability credentials.

Build a supplier engagement plan,

focusing on suppliers who are yet to

start their carbon reduction journey.

Build a communications plan to educate

colleagues on sustainable travel options.

Conduct a commuter survey to identify

changing travel habits post Covid-19.

Share results from the commuter survey

internally and build a communication

plan to support our people to

travelsustainably.

FY27

Aim for all DACH offices to operate on

100% green energy. Continue working

with serviced-office providers to improve

transparency on green credentials and

request green terms within our agreements.

Collaborate with Benefits on our approach

to car fleet management.

Conduct a full review of our car fleet to inform

decision making on policy and strategy to

ensure alignment with our net zero goals.

Compile a preferred green supplier

list which should be used when

choosingsuppliers.

Deliver the supplier engagement plan.

Explore carbon allowances per employee

based on role for travel.

Review green commuter benefits

toidentify new opportunities.

SThree plc Annual Report and Accounts 2025 sthree.com

TCFD Report

Our commitment to being a responsible business (including TCFD) continued

Task Force on

Climate-related

Financial Disclosures

statement

We support the recommendations of the

Task Force on Climate-related Financial

Disclosures (TCFD) and confirm that we

are reporting in line with the FCA Listing

Rule UKLR 6.6.6(8), which requires us

to report on a ‘comply or explain’ basis

against all the TCFD Recommendations

and Recommended Disclosures in

respect of the financial year ended

30November 2025.

We have also considered the TCFD

additional guidance (2021 TCFD Annex),

specifically the ‘All Sectors Guidance’ in

preparing the disclosures of the TCFD

Recommendations and Recommended

Disclosures. We confirm that we are

compliant with the requirements of the

UK Listing Rule UKLR 6.6.6(8).

We have set out our disclosures

against each TCFD pillar (the table

below provides cross-references

where the disclosures are located in

this Annual Report and Accounts). In

preparing them we had to make several

assumptions and took into account

materiality of information in the TCFD

Recommendations related to strategy,

risks, metrics and targets pillars.

SThree plc’s materiality considered

the importance of key climate change-

related topics to our internal and

externalstakeholders.

Through our materiality assessment –

last performed in FY23 – it is clear that

climate change is a critical topic to all

our stakeholders. As a STEM workforce

consultancy, we are committed to being

led by climate science and our net zero

targets reflect this. We aim to reduce

our carbon emissions in line with a

1.5°C scenario and achieve the net-

zero greenhouse gas (GHG) emissions

reduction target by FY50. SBTi validated

our targets as science-based Scope 1, 2

and 3 net zero targets in 2022.

Recommended disclosure Where reported Further information

Governance pillar

a) Describe the Board’s oversight of climate-related risks and opportunities. Page 63 Governance Report

Our Board, pages 98–101

b) Describe management’s role in assessing and managing climate-related

risks and opportunities.

Page 63 Governance Report

Our Board, pages 98–101

Risks pillar

a) Describe the organisation’s processes for identifying and assessing

climate-related risks.

Page 65 Strategic Report

Risk management, pages 76–83

b) Describe the organisation’s processes for managing climate-related risks. Page 65 n/a

c) Describe how processes for identifying, assessing and managing climate-

related risks are integrated into the organisation’s overall risk management.

Page 65 Strategic Report

Risk management, pages 76–83

Strategy pillar

a) Describe the climate-related risks and opportunities the organisation has

identified over the short, medium and long term.

Page 66 Strategic Report

Risk management, pages 76–83

b) Describe the impact of climate-related risks and opportunities on the

organisation’s businesses, strategy and financial planning.

Page 66 Strategic Report

Market overview, pages 14–15

c) Describe the resilience of the organisation’s strategy, taking into consideration

different climate-related scenarios, including a 2°C or lower scenario.

Page 67 n/a

Metrics and targets pillar

a) Disclose the metrics used by the organisation to assess climate-

related risks and opportunities in line with its strategy and risk

managementprocess.

Page 73 Strategic Report

Key performance indicators, pages 22–25

b) Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 GHG emissions,

and the related risks.

Page 73 n/a

c) Describe the targets used by the organisation to manage climate-related

risks and opportunities and performance against targets.

Page 73 Strategic Report

Key performance indicators, pages 22–25

We will continue to monitor TCFD guidance as it evolves and will consider opportunities to enhance future disclosures of our governance, strategy, risk

management and metrics and targets in relation to SThree action on climate risks and opportunities.

TCFD index table

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

Board oversight

TCFD recommendation: Describe the

Board’s oversight of climate-related risks

and opportunities.

While engaging with, and having regard

to the interests of, all the Group’s key

stakeholders, the Board is accountable

for ensuring ESG-related matters,

including climate-related risks and

opportunities, are integrated into the

Group’s strategy, minimising risks and

maximising opportunities to ensure value

creation across our business model.

The Board brings a variety of skills and

experience, including expertise in relation

to sustainability, climate change risk

management strategies and risk-informed

financial planning. The Board’s experience,

which is further described on pages

98 to 101 of the Governance Report,

supports the implementation of the TCFD

recommendations across theGroup.

The Board utilises the Group’s governance

structure to ensure effective oversight and

management of climate-related strategy

and goals, with the Chief Financial Officer

(CFO) acting as senior sponsor for all

climate-related matters including risks,

metrics and targets. As an active member

of the Group ESG Committee, the CFO

ensures that the impact of climate risks

and opportunities is regularly assessed

and considered throughout strategic

and financial planning. The CFO reports

progress to the Board on a regular basis.

SThree’s climate change governance

framework is illustrated in more detail

inthe table on page 64.

During the current financial year, the

Board agenda included the following

climate-related matters:

– Updates twice a year via risk updates.

The Board received a bi-annual

report for all principal and emerging

risks governed by the Group Risk

Committee. This included both an

update and thorough conversation

onclimate risk.

– Net zero agenda item twice yearly

in July and November. The Board

received an update on the Group’s

net zero targets and progress

towards these targets. In FY25, this

included progress against measures

ofsuccess and actions taken by the

Net Zero Working Group.

– Since FY24, a Non-Executive

Director is present at each meeting

of the Group ESG Committee

which ensures that alongside our

CFO and CEO, the Board receives

all Committee papers prior to the

meeting and minutes post meeting.

The Board can monitor progress

towards targets and is aware of

keystrategic decisions.

Management oversight

TCFD recommendation: Describe

management’s role in assessing

and managing climate-related

risksandopportunities.

The Board delegates management of

climate-related risks and opportunities

to the Group CFO and CPO. Under

this delegation, the CFO oversees

processes aimed at identifying and

managing climate-related risks and

monitors the allocation of the Group’s

resources required to mitigate these

emerging risks and to benefit from any

identified climate-related opportunities

(this also includes climate-related risks

andopportunities associated with

SThree’s net zero transition plan).

The Executive Committee monitors the

Group’s approach to climate change by

ensuring climate risks, opportunities and

progress towards net zero targets are

reported and reviewed bi-annually. This

review takes place within the strategic

review of every business region and

function, ensuring climate change is

integrated into financial and strategic

planning. The Executive Committee

established and delegated operational

management of climate-related matters

and wider ESG ambitions to the

ESGCommittee.

SThree’s ESG Committee has

representatives from the Executive

Committee, including the CEO, CFO,

Chief People Officer and Chief Legal

Officer, as well as attendees from key

strategic markets and departments.

The ESG Committee meets quarterly to

direct the Group ESG strategy, policies

and implementation of key changes

across the business. This includes

identifying climate risks and providing

oversight of the assessment and

mitigation of these risks.

To coordinate the assessment and

management of climate-related risks and

opportunities across the Group, the ESG

Committee is supported by the Global

Purpose and Inclusion team and Global

Strategy Director. These functions bring

dedicated business expertise to address

areas potentially impacted by climate-

related factors.

The Global Renewable Energy Network

(GREN), chaired by the Group Strategy

Director, plays a key role in aligning

regional strategies and enhancing

the performance of our clean energy

(renewables) revenue stream. GREN

facilitates collaboration on strategic

initiatives and ensures consistency across

regions through quarterly meetings with

regional heads, enabling the Group to

focus on high-value opportunities.

In FY25, key initiatives included:

i. Client portfolio expansion: sharing

best practices and strategic advice

on how to grow and diversify the

client base.

ii. Job intensity dashboard: leveraging

a dashboard to monitor and optimise

job intensity across regions.

iii. Renewable energy projects:

showcasing expertise and thought

leadership through refreshed case

studies highlighting the Group’s

involvement in major renewable

energy projects.

iv. Client investment pipelines review:

sharing insights into client investment

plans in the renewable energy sector

in Europe, the USA and Japan.

v. Additionally, sales consultants

dedicated to the renewable energy

revenue stream participated in a

masterclass focused on leveraging

automated tools within the Mercury

CRM environment. This initiative

aimed to equip them with the skills

to effectively utilise the digital

tools to capitalise on the growing

renewables market and to drive

cleanenergygrowth.

Governance pillar

SThree plc Annual Report and Accounts 2025 sthree.com

Our commitment to being a responsible business (including TCFD) continued

Climate change governance framework

ESG Committee

Includes CFO and other members of the Executive

Committee, with Non-Executive Directors attending

ona rotation basis.

Meets quarterly to discuss and report ESG-specific

topics. In particular, it identifies, assesses and mitigates

climate risks and opportunities, ensuring integration into

strategic and financial planning. These topics are then

discussed with the Group Risk Committee, Executive

Committee, Remuneration Committee and the Board.

Group Risk Committee

Appointed by the Executive Committee to oversee

thegovernance of risk management, including

climate-related risks.

Reviews and assesses strength of controls related

to climate risks and reports on risks to the Executive

Committee, Audit & Risk Committee and the Board.

Global Director of

People Experience

Oversees the

development of climate

targets, action plans and

data reporting.

Senior Purpose &

Inclusion Manager

Implements climate-

related scenario

analysis, and stakeholder

engagement to ensure

delivery of action plans.

Global Renewable

Energy Network

Energy sector

leaders who work

on actions that grow

our clean energy

(renewables)business.

Climate Risk Owners

Monitor climate risks,

develop and implement

mitigating initiatives, and

escalate changes within

risk environment to the

Group Risk Committee.

Audit & Risk Committee

Oversight of the effectiveness of the Group’s

Risk Management systems and processes including

emerging climate change risk. Reviews assurance

over mitigating controls.

Remuneration Committee

Oversight of the Group’s remuneration policy, employee

incentive arrangements and bonus target setting for

the Board and Executive Committee which includes

the carbon emission reduction target.

CFO

Overarching oversight of all ESG matters

including climate change.

CPO

Chair of the ESG Committee.

Executive Committee

Appointed by the

CEO. Includes

senior leaders within

thebusiness.

Conducts regular

business reviews

related to strategy,

risk management

(including climate-

related risks) and

performance,

including progress

towards ESG targets.

Reports to the

Board on climate-

related matters and

recommends risk

appetite to the Board.

Develops Company

strategy in line with

Board appetite.

SThree Board*

Oversight of business strategy and performance, including material ESG factors.

The Board reviews the Group’s strategy, including response to climate-related risks and opportunities at least twice a year.

ESG Ambassadors

Network of ambassadors across the business delivering local climate action, engaging colleagues in climate-related

issues and providing local insights to the ESG Committee.

* Nomination Committee has no climate change responsibilities.

Governance pillar continued

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

Risks pillar

Identifying and managing

climate-related risks, and their

integration with the Group’s

riskmanagementframework

TCFD recommendation: Describe the

organisation’s processes for identifying

and assessing climate-related risks.

TCFD recommendation: Describe the

organisation’s processes for managing

climate-related risks.

TCFD recommendation: Describe how

processes for identifying, assessing

and managing climate-related risks

areintegrated into the organisation’s

overall risk management.

The process for identifying and assessing

climate-related risks is the same as for all

the Group’s principal risks and emerging

risks. Our Group-wide Enterprise Risk

Management (ERM) framework is

designed to identify, assess, score and

monitor all risks. The risk mitigation plans

and timelines are determined by the

appetite and tolerance for risks as set by

the Board and directed by the Executive

Committee. The Group ERM framework

also details who is responsible for

managing each individual risk and

themitigating controls.

Operational management (identifying,

assessing and mitigating) of climate-

related risks and opportunities is

delegated to the ESG Committee. The

Committee’s approach to identifying

climate-related risks includes utilising

market research data, external partner

insights and internal business reviews.

The latter comprises an Executive

Committee-led strategic review process

during which senior leaders from across

the business are asked to identify

emerging risks within their markets, with

key questions around climate-related

market changes and policy. These are

then discussed at local management

meetings and escalated to the ESG

Committee, who, in turn, ensures the

right mitigation measures and controls

are in place.

Once assessed, climate risks are

integrated to our climate risk statements

and principal risk statements, ensuring

risk owners are in place to develop

and implement risk mitigation actions,

controls and metrics. These plans and

progress reports are then shared with the

Group Risk Committee and Group ESG

Committee on a regular basis.

It is the Group Risk Committee that

holds key responsibility for reviewing

and assessing all risks on an ongoing

basis, and formally at least twice a year.

The Risk Committee also ensures that

all risks are integrated into the Group

ERMframework.

For each principal and emerging risk, the

Risk Committee reviews and assesses

the strength ofcontrols put in place;

this assessmentis reported to the Board

onabi-annual basis.

To date, climate-related scenario

analysis has demonstrated that there

are no immediate risks to SThree and

therefore, climate change continues to

be an emerging risk to our business as

opposed to a standalone Group principal

risk. However, some of the Group’s

principal risks are, to an extent, impacted

by climate change, and therefore, where

applicable, our principal risks reflect

elements of the climate-related risks

identified through scenario analysis.

The Group’s ERM framework is further

described on page 76 of this Annual

Report and Accounts.

Green revolution (1.5°C)

Disruptive change (2°C)

Fossil fuelled (3°C+)

NGFS scenario framework

SThree plc Annual Report and Accounts 2025 sthree.com

Our commitment to being a responsible business (including TCFD) continued

The impact of climate change

onSThree

TCFD recommendation: Describe the

impact of climate-related risks and

opportunities on the organisation’s

business, strategy and financial planning.

TCFD recommendation: Describe the

potential impact of different scenarios,

including a 2°C scenario, on the

organisation’s businesses, strategy

andfinancial planning.

SThree utilises climate scenario analysis

to assess the potential magnitude and

likelihood of specific climate-related risks

and opportunities under the following

standardised climate scenarios within

the Network for Greening the Financial

System (NGFS) framework:

– 1.5°C maximum increase in global

temperatures (‘Green revolution’);

– 2°C increase in global temperatures

(‘Disruptive change’); and

– 3°C and more increase in global

temperatures (‘Fossil fuelled’).

We utilise these three scenarios to ensure

all potential risks and opportunities are

identified, and that we are testing our

resilience under each scenario as political

landscapes shift and the likelihood of

each scenario materialising shifts. Our

net zero commitment is aligned to the

Paris Agreement, that is facilitating a

renewables-led scenario (global warming

limited to 1.5°C) which reinforces our

commitment to doing the right thing and

maximising the opportunities we have

identified within this scenario. Each risk

and opportunity is analysed based on an

estimated impact on net fees, aligned to

our risk management framework.

Table 1. Climate-related scenarios

SThree uses the NGFS climate scenario framework to stress test key climate-related risks and opportunities. The key outcomes

from the climate-related scenario analysis inform SThree’s targets and growth opportunities, and wider business strategy, e.g.

how we grow our value proposition as a green recruitment partner to mitigate reputational risk and realise opportunities with

both clients and candidates as outlined above.

Green revolution (orderly 1.5°C) Disruptive change (disorderly 2°C) Fossil fuelled (hot house 3°C+)

This orderly scenario assumes that climate

policies are immediately implemented,

with an increasing carbon price levelled

that ensures the world does not exceed

1.5°Cwarming.

The economy is strong, driven by new

industries providing green solutions and

technologies such as AI, robotics and battery

technology. The development of circular

economy business models disrupts legacy

industries, removing incumbents. Global

opportunities expand in all markets as

consumer technologies are democratised.

Under this scenario, the energy sector mix

shifts rapidly, as the world transitions away

from fossil fuels and towards low-carbon

power, heat and mobility solutions.

Consumer concern over the environmental

sustainability of products and services is

high, and candidates actively disassociate

with companies not following the

renewablerevolution.

This disorderly scenario assumes that

significant climate policy is not implemented

until 2030. In order to reach the 2°C

mitigation goal, the transition from this point

happens at a far quicker pace than in the

orderly transition.

Engineering and finance sectors benefit from

the rapid development of a carbon dioxide

removal industry – funding for which comes

in the form of increased energy prices for

businesses and consumers.

Under this scenario, the energy sector mix

does not change noticeably until after 2030,

at which point actions taken are relatively

late and limited by available technologies, to

enable a sharp reduction in emissions. The

pace of change claims many victims within

high-carbon industries who are left with

significant levels of stranded assets.

This scenario incorporates the policies

and measures that governments around

the world have already put in place and

assumes that no further policy action will be

taken. The scenario assumes only cautious

implementation of current commitments and

plans. Emissions grow until 2080 leading

to 3°C+ of global warming and increased

physical risks.

New technology solutions are not developed

quickly or cost-effectively enough to disrupt

legacy industries. Energy prices are kept

suppressed by the lack of any meaningful

carbon price and the lack of progress in

carbon removal technologies.

Significant disruption can be expected on

sectors with offices and manufacturing sites

located in regions with high physical risk.

The financial impact assessments for the above presented scenarios are based on the same method of calculations as those

used for principal risks evaluated under the SThree Group-wide risk framework.

Strategy pillar

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

Through a scenario analysis, we have

identified no immediate climate risks

which could significantly impact

our long-term strategy or business

model, performance or liquidity. This is

consistent with the assertion that risks

associated with climate change are not

expected to have a material impact on

the longer-term viability of the Group.

However, some growth opportunities

may arise from the role STEM skills

play in decarbonisation (see details on

this megatrend on page 15) and our

proposition as a green supplier (see

further details on pages 68 to 72 related

to our strategic pillars).

This has led SThree to pursue a strategy

aimed at maximising growth in this side

of our business (see actions undertaken

by GREN under ‘Management oversight’

in Governance pillar, on page 63). In

addition, the scenario analysis continues

to inform broader business strategy,

e.g. shaping how we enhance our value

proposition as a green recruitment

partner. This approach helps mitigate

reputational risk whilst unlocking

opportunities with both clients and

candidates, as outlined above.

Risk and opportunity

identification and assessment

TCFD recommendation: Describe the

climate-related risks and opportunities

the organisation has identified over the

short, medium, and long term.

Guided by our climate-related scenario

analysis, and risk management

articulated on pages 66 to 72, the

climate-related risks and opportunities

that could have a potential impact on

SThree Group are detailed below, along

with mitigating actions.

To assess the relative materiality of each

climate-related risk and opportunity

(CRRO) and help management to

prioritise risk-mitigating and opportunity-

management activities, we estimated

size and probability of potential impact

materialising under each CRRO, using

internal financial and commercial

impact analysis, market data and input

from subject matter experts. The

size and likelihood of each identified

climate change risk and opportunity

is categorised/assessed by applying a

global five-by-five scoring matrix that we

use in the Group ERM risk assessment.

To assess the materiality of climate-

related risks and opportunities, we

used the following timeframes which

align to those used in the Group ERM

riskassessment:

Timeframe (term):

Short up to five years to 2030

Medium five to ten years from 2030

to 2040

Long beyond ten years from

2040onwards

Each Group CRRO is assigned a likelihood

across three categories:

Likelihood:

Low very unlikely to unlikely

tooccur

Moderate likely to occur

High likely to occur to very likely

to occur

These risks and opportunities are global

in nature and there are only modest

variations in their relative significance

for each of our business segments.

Where appropriate, we refer to

specificgeographies.

Refer to the subsequent section, Metrics

and targets on pages 73 to 75, for further

information on measurement indicators,

including our performance against them.

SThree plc Annual Report and Accounts 2025 sthree.com

Our commitment to being a responsible business (including TCFD) continued

Risk

Measurement

indicators Potential impact under each assessed scenario

SThree’s key

mitigatingactivities

1. Transition Risk

Commercial

SThree may fail to maximise

market opportunities if strategy

and decision-making across

the Group does not adequately

consider the impact of climate

change within the markets that it

operates in and the requirements

of clients and candidates. This

may result in an inability to

meet profitability and market

share growth targets and fall

behindpeers.

EcoVadis score

No. of client

corrective

action requests

through

EcoVadis

Reduction

in carbon

footprint

Green revolution (1.5°C)

In a rapid green transition, we may miss opportunities to grow market

share if sufficient market intelligence and headcount growth plans are

not in place. In response to this risk, SThree has mobilised an internal

Global Renewable Energy Network and energy sector-specific

market intelligence tools to ensure opportunities and best practice

are shared across our global business. We are also developing market

intelligence and regulatory horizon scanning tools, utilising AI, to

efficiently identify market opportunities.

In addition, under a low-carbon transition, potential net fees from

Oil & Gas clients could be lost due to divestment and decline in

client demand. The risk to SThree would be two-fold: a potentially

material loss of revenue from the Oil & Gas sector, as well as

ongoing operating costs incurred to meet limited opportunities

available in this area of the market.

Disruptive change (2°C)

Some large energy and infrastructure projects are influenced by

government. To respond successfully to invitations to tender and win

government contracts, SThree requires investment in consultants’

expertise, and, increasingly, obtain additional certifications.

Preparation work for large renewables projects is an investment we

must make as a potential vendor; however tender outcomes may

change or turn unfavourable.

Timeline and budgets for these projects are delayed and reduced.

This could result in SThree having areas of operational costs which

face delayed or reduced revenue opportunities.

Fossil fuelled (3°C+)

The need for talent is increasing across high-emitting industries

which could contribute to higher net fees generated by SThree

in these markets. This could then result in abrupt divestment as

climate change materialises, and markets shift at pace.

Implementation

of a monitoring

process for

reporting on client

ESG requirements.

Create an

EcoVadis

improvement

plan to align our

score with client

expectations.

Implement an

ESG data book

and sustainability

resources for

client-facing

teams.

Strategic pillar: Places

Business segments

potentiallyaffected:

Group-wide

Timeframe

(term): Likelihood:

Short Moderate

Medium

Long

Table 2. Our key climate-related risks and opportunities

Strategy pillar continued

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

Risk

Measurement

indicators Potential impact under each assessed scenario

SThree’s key

mitigatingactivities

2. Transition Risk

Policy and compliance

There is a risk that SThree does not

meet the changing reporting and

compliance requirements expected

by stakeholders. This could result

in non-compliance fines alongside

reputational damage.

SThree is unable to meet its

net zero targets which leads to

reputational damage, an inability

to meet client demands and loss of

competitiveadvantage.

CDP score

Decarbonisation

related net fees

Net fees

generated

from Oil &

Gasclients

Reduction of

carbon footprint

Climate-related

non-compliance

Green revolution (1.5°C)

Under a green revolution scenario, SThree has access to clean

technologies from suppliers who are decarbonising at pace.

This supports our ability to decarbonise across Scope 1, 2 and 3

emissions as part of the Group transition towards net zero.

Government policy and compliance requirements are ambitious

and introduced at pace, particularly across Europe.

Disruptive change (2°C)

Within this scenario, our ability to decarbonise is limited to

Scope 1 and 2 emissions. Scope 3 decarbonisation is delayed

due to our heavy reliance on third parties, particularly those

suppliers who face undermined/reduced progress towards their

own decarbonisation targets.

Fossil fuelled (3°C+)

Within this scenario, we have delayed transition across Scope

1 and 2 emissions due to low availability of low-carbon energy

required to fuel our property and car fleets. Scope 3 emissions

are delayed even further beyond the time horizon used for

thisassessment.

Conduct a review

of emerging

compliance

(including CSRD)

to ensure we

meet future

compliance

requirements.

Work with key

tech suppliers

to understand

impact of AI on

carbon emissions

and our net

zerotarget.

Business segments

potentiallyaffected:

Group-wide

Timeframe

(term): Likelihood:

Short Moderate

Medium

Long

SThree plc Annual Report and Accounts 2025 sthree.com

Our commitment to being a responsible business (including TCFD) continued

Risk

Measurement

indicators Potential impact under each assessed scenario

SThree’s key

mitigatingactivities

3. Physical Risk

Physical climate risk

SThree may fail to operate in

key markets during extreme

weather events caused by climate

change meaning there is a loss

of productivity and sales as

consultants are unable to work.

This may result in reduced net

fees and our inability to meet

the Group operating profit and

market share growth targets.

No. of extreme

weather events

resulting in

office closures

No. of days of

colleague work

disrupted due

to extreme

weather

Green revolution (1.5°C)

We would see minimal physical climate risks within this scenario.

There are currently six office locations deemed as at risk of flooding

and severe weather events based on historic events in those offices

and the scenario analysis is highlighting minimal impact. Each office

has a business continuity plan in place.

Business segments potentially affected:

Austin, Houston, Paris, Glasgow, Düsseldorf and Dubai

Disruptive change (2°C)

Infrastructure investment fails to materialise and although the

impact is minimal based on the scenario analysis and location of

offices, we anticipate that the increased temperature and lack

of infrastructure could impact productivity and commuting to

offices as well as the outdoor work of contracts. With impact

remaining low, the likelihood of impact increases, based on recent

temperature records.

We would review business continuity plans alongside available

infrastructure investment in the locations impacted. Flexible

working and working conditions for both employee and

contractors would be considered.

Business segments potentially affected:

Europe, USA and MENA

Fossil fuelled (3°C+)

Severe weather events and long-term climate change impact our

physical working environment which could result in office closures

and contractors being unable to access sites due to flooding,

freezing, hurricanes and other severe weather conditions. SThree

has adopted and successfully implemented working from home

business continuity plans which were tested during the pandemic.

We have however identified that in some extreme circumstances

working from home could be disrupted due to power outages.

In this instance, we will utilise our global network of offices to

deliver services on behalf of impacted locations. This has been

implemented previously during the Texas ice storms in 2021 but the

risk has not materialised since then.

Business segments potentially affected: Group-wide

Climate events

to be included

in incident and

communication

plan response.

Business

Continuity plans

to be reviewed

to understand

obligations

to clients and

contractors for

continuation of

service during

severe weather.

Physical risk

assessment of each

office location to

take place in FY26.

Implement

a reporting

process for office

closures impacted

by physical

climateevents.

Work with

Operations teams

to understand

impact of extreme

weather on

contractors placed

with clients.

Business segments

potentiallyaffected:

See conclusions under

eachscenario

Timeframe

(term): Likelihood:

Short Moderate

Medium

Long

Table 2. Our key climate-related risks and opportunities continued

Strategy pillar continued

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

Opportunity

Measurement

indicators Potential impact under each assessed scenario SThree’s response

1. Climate Opportunity

Responding to the

changing demands of

the market

We are dynamic and flexible in

our approach and can adapt to

new market requirements with

agility and pace. Our flexible

approach, alongside offering full

staffing compliance expertise

and at times additional ‘value-

add’ offerings such as trucks,

IT equipment and adjacencies,

makes us well placed to meet

clients’ growing decarbonisation

talent needs. The growth of

green innovation will create new

STEM job opportunities.

LinkedIn research from 2025

shows green hiring outpaces skill

growth: roles requiring green

skills are growing 7.7% annually,

nearly double the 4.3% growth

in green skill development.

Interestingly, more than half

of green hires are in roles not

traditionally green, suggesting

sustainability is becoming part

ofbusiness as usual.

Decarbonisation-

related net fees

Green revolution (1.5°C)

In a rapidly decarbonising world we will see increased investment

in green technologies both commercially and at government

level. This will generate demand for green skills, predominantly in

STEM sectors. The pace of change will exacerbate the green

skills/STEM skills gap. As a result, STEM recruitment expertise,

such as SThree’s, will be in high demand among clients in need

of adequate talent.

Areas of anticipated short-, medium- and long-term growth

are across wind investment, storage technology, resilient grid

technology, with hydrogen investment in Europe growing over

the longer term.

Disruptive change (2°C)

Some large energy and infrastructure projects are influenced

by government. To respond successfully to these tenders and

win contracts, SThree requires investment in consultants, and

sometimes additional certifications. The risk, which is outside

of SThree’s control, is that the level of preparation work for

large renewables projects is an investment we must make as

a potential vendor, however tender outcomes may change.

Often the timeline and budgets for these projects are delayed

and reduced.

Areas of anticipated growth are across wind investment, storage

technology, resilient grid technology and hydrogen investment in

Europe over the longer term.

Fossil fuelled (3°C+)

Within this scenario investment is significantly delayed.

Investment in resilient grid technology continues to be

prioritised across Europe but more so in the USA market.

Investment in storage technology in Europe is also an area

of growth over the medium to long term.

Within this scenario investment in projects continues to be

inconsistent with changing agendas influenced by government

policy and elections.

SThree will

provide

investment

growth in

headcount

focused on

anticipated

growth areas.

Purpose and

Inclusion Team

will track

and regularly

review tender

requirements

to ensure

SThree remains

competitive in

new markets.

SThree will

conduct regular

reviews of

investment trends

and impact

assessment of

new government

policy and

elections on

STEM job

opportunities

in the markets

weserve.

Business segments

potentiallyaffected:

Group-wide

Likelihood:

Timeframe

(term):

Short High

Medium

Long

SThree plc Annual Report and Accounts 2025 sthree.com

Our commitment to being a responsible business (including TCFD) continued

Table 2. Our key climate-related risks and opportunities continued

Opportunity

Measurement

indicators Potential impact under each assessed scenario SThree’s response

2. Climate Opportunity

Alignment to low-carbon

clients

As the market moves towards a

low-carbon future, companies are

reviewing their own transition plans.

Increasingly they are questioning the

environmental impact of all suppliers.

SThree has been working on carbon

footprint management and carbon

offsetting for over a decade. Our

long-term environmental strategy,

targets and transparent reporting

provides a competitive advantage.

In European markets there is an

emergence of small, sustainable

recruitment agencies who solely

work with low-carbon clients.

SThree has the potential to also

compete in this niche market and

obtain competitive advantage given

the climate leadership position,

experience and compliance benefits

already in place.

CDP score

Decarbonisation-

related net fees

Green revolution (1.5°C)

In a green revolution scenario client demands for sustainable

recruitment suppliers will be standard and implemented

at pace. Sustainable recruitment partners will support the

realisation of client net zero ambitions.

We see the adoption of sustainable supply chain management

platforms, sustainability within contracts, metrics and

monitoring being introduced at speed.

Given minimal differential economic incentives, candidates

often choose to work for a more socially conscious company

– this could extend to SThree itself as a recruiter who aligns

themselves to a low-carbon solution, providing opportunities

to grow net fees.

This scenario is materialising in Europe at present.

Business segments potentially affected:

Europe

Disruptive change (2°C)

The speed of client demand for sustainable suppliers is

delayed with the pace for sustainable reporting and net zero

transition progress not being realised until 2035.

Business segments potentially affected:

Europe and USA

Fossil fuelled (3°C+)

The speed of client demand for sustainable suppliers is

delayed with the pace for sustainable reporting and net zero

transition progress not being realised until 2035.

Business segments potentially affected:

Group-wide

SThree will adapt

to changes

by building its

recruitment

specialism to

meet clients’

new needs. We

will continue to

deliver strong

sustainable

reporting and

support clients

to meet their

decarbonisation

targets.

Business segments

potentiallyaffected:

See conclusions under each scenario

Likelihood:

Timeframe

(term):

Short High

Medium

Long

In summary, we understand the importance of climate change on our stakeholders and therefore the Group’s exposure to

climate-related risks and opportunities is regularly considered in our strategic and financial planning, our capital allocation

decisions and in operational management.

Strategy pillar continued

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

Metrics

TCFD recommendation: Disclose the metrics and targets used by

the organisation to assess climate-related risks and opportunities

in line with its strategy and risk management process.

The Group has set both near-term and long-term GHG

emissions reduction targets which were validated by SBTi and

are consistent with a reduction required to keep global warming

to 1.5°C by 2050. Our overall climate commitment to be net

zero across GHG absolute emissions from SThree’s operations

and its supply chain by FY50 (Scope 1, 2 and 3 carbon emission

reduction) is broken down into medium-term milestones:

– Reduce absolute Scope 1 and 2 GHG emissions by 77% by

FY30 from a FY19 base year.

– Reduce absolute Scope 3 GHG emissions by 50% by FY30

from a FY19 base year.

– Reduce absolute Scope 1, 2 and 3 GHG emissions by 90%

by FY50 from a FY19 base year.

– Increase annual sourcing of electricity from renewables,

from 28% in FY19 to 100% by FY30.

The table below describes climate-related metrics in more detail.

Table 3. SThree’s climate-related metrics and associated targets

Metric Key initiatives and progress in FY25 Target

Climate-related risks (Transition risks)

% reduction in Scope 1 and

Scope 2 carbon emissions

In FY25, our Scope 1 and 2 emissions equated to 1,415

tCO

e (market based) which represents a 54% decrease

YoY and 40% reduction from FY19 base year. This

is due to improvements within our company leased

vehicles. We are now starting to see the real impact

of policy changes in Belgium and the Netherlands

with more electric cars in our fleet and varied benefit

options including mobility allowances. We have also

worked closely with data providers to improve car fleet

reporting to ensure continuous improvement in the

quality of our data.

For quantitative details, please see Streamline energy and carbon reporting

(SECR) information.

Reduce absolute Scope 1 and Scope 2 GHG

emissions by 77% by FY30 from a FY19 base year.

% reduction in Scope 3

carbon emissions

Scope 3 equated to 13,810 tCO

e (market based). This

represents a 20% decrease YoY and a 41% reduction

from FY19 base year. This is primarily due to continued

reduction in business travel, spend and fewer office fit

outs resulting in a decrease in Capital Goods.

For quantitative details and further explanation, please see Streamline

energy and carbon reporting (SECR) information.

Reduce absolute Scope 3 GHG emissions by

50% by FY30 from a FY19 base year.

% energy procured from

clean energy sources

Green energy now represents 49% of our portfolio.

Ourongoing audit and gap analysis will help us pinpoint

key areas for improvement. We continue to engage

proactively with landlords to improve transparency

around green credentials, strengthen green clauses

within our leases, and look to negotiate renewable

energy contracts across the SThree estate, all in

supportof our 2030 sustainabilitygoal.

Increase annual sourcing of electricity from

renewables from 28% in FY19 to 100% by FY30.

Remuneration

Given the strategic

importance of

sustainability to SThree,

10% of Executive Directors’

share awards (LTIP) are

linked to their contribution

towards carbon emission

reduction targets

In FY25, we made strong progress towards our net zero

target with reductions across Scope 1, 2 and 3. We are

committed to continue this progress in line with our

LTIPtargets.

For more information, see Directors’ remuneration report on page 117.

Variety of ESG targets, including GHG reduction

targets, as outlined in the KPI section of this

Annual Report and Accounts.

Metrics and targets pillar

SThree plc Annual Report and Accounts 2025 sthree.com

Our commitment to being a responsible business (including TCFD) continued

SECR information

SThree is committed to providing

transparent carbon reporting to

our stakeholders. Our carbon data

management platform helps us to

provide oversight of our carbon footprint

and the ability to report more widely

across Scope 1, 2 and 3 emissions. We

are excited to build on this strength

with the introduction of a new carbon

data management platform in FY26

which will improve and future proof

our reporting in line with emerging

sustainabilityregulations.

In FY25, our Scope 1 and 2 emissions

equated to 1,415 tCO

e (market based)

which represents a 54% decrease YoY.

This is due to improvements within our

company leased vehicles. We are now

starting to see the real impact of policy

changes in Belgium and the Netherlands

with more electric cars in our fleet and

varied benefit options including mobility

allowances. We have also worked closely

with data providers to improve car fleet

reporting to ensure we report accurately;

this included reallocation of Netherlands

ECM car fleet from Scope 1 to Scope 3.

Scope 3 equated to 13,810 tCO

e (market

based). This represents a 20% decrease

YoY due to continued reduction in business

travel and fewer office fit outs resulting in

a decrease in Capital Goods. Our overall

decrease in carbon emissions YoY is 25%.

Energy efficiency initiatives

We have seen a strong reduction in

carbon emissions across Scope 1, 2 and

3 this year which is testament to our

continued commitment and progress

towards net zero.

The energy efficiency initiatives which

have taken place in FY25 include:

– introduction of a mobility allowance

policy in the Netherlands and

continued delivery of an electric

vehicle transition plan in Belgium

have contributed to a 66% reduction

in emissions from leased transport

compared to FY24;

– carbon emissions from purchased

electricity fell by 18%, supported by

the move to two new sustainable

office locations in Glasgow and

London, where renewable energy is

available. We saw a 100% reduction

in refrigerant because of our office

move in London;

– business travel emissions decreased

by 62%, reflecting the continued

success of our internal travel policy;

– although emissions from ‘other

fuels’ increased slightly, this reflects

the positive transition to an electric

vehicle fleet, which will deliver long-

term reductions.

Table 4. GHG emissions (tCO

e) and associated energy consumption (kWh) for FY25

(Energy and carbon disclosures for financial year, 1 December 2024–30 November 2025)

Emissions source (tCO

FY19 (baseline year) FY24 FY25

% change

in total

emissions

(FY25 vs

FY24)

% change

in total

emissions

(FY25 vs

FY19)

UK and

offshore

Global

(excluding

UK and

offshore)

UK and

offshore

Global

(excluding

UK and

offshore)

UK and

offshore

Global

(excluding

UK and

offshore)

Scope 1

Natural gas 346 2 9 58 4 24 -58% -92%

Leased transport 42 990 – 2,218 – 751 -66% -27%

Refrigerant – – 79 – – – -100% –

Scope 2

Purchased electricity (market/location based) 157 802 132/79 400/300 38/42 398/285 -18% -55%

Other fuels (heat and steam, EV) – 9 7 185 – 200 4% 2121%

Scope 3

Category 1: Purchased goods and services – 17,339 87 9,201 33 9,163 -1% -47%

Water (purchased goods and services) 13 98 – 6 1 15 175% -85%

Paper (purchased goods and services) – 4 4 2 3 9 86% 206%

Category 2: Capital goods – 213 1,230 112 1 308 -77% 45%

Category 3: T&D and WTT (fuel and

energy-related activities) 14 – 29 741 16 325 -56% 2341%

Category 4: Upstream transportation and

distribution 56 89 3 26 – 34 17% -76%

Category 5: Waste generated in operations 15 33 5 13 13 97 515% 129%

Category 6: Business travel 261 1,223 331 897 80 392 -62% -68%

Category 7: Employee commuting

incl. working from home – 3,637 314 1,293 312 1,173 -8% -59%

Category 8: Upstream leased assets 2 188 – 71 – 124 75% -25%

Category 13: Downstream leased assets – 184 – 2,871 – 1,710 -40% 829%

Total tonnes of CO

e (market based) 906 24,811 2,231 18,094 502 14,723 -25% -41%

Total tonnes of CO

e (location based) 906 24,811 2,178 17,994 506 14,610 -25% -41%

Number of employees 860 2,504 700 2,139 666 1,980 – –

Tonnes of CO

e per employee 1.05 9.91 3.19 8.46 0.75 7.44 -20% -25%

Total energy consumption used

to calculate emissions (kWh) 2,983,847 5,927,067 581,730 12,777,245 327,029 6,746,187 -47% -21%

Metrics and targets pillar continued

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

For FY25, we made the decision to end

carbon data collection after 11 months

and extrapolated for the full 12 months.

We have done this to ensure sufficient

internal quality control and audit on our

data prior to publication. We are also

moving to a new sustainability platform

in January 2026 and bringing forward our

timeline will aide a smooth transition.

Changes to methodology can be

foundbelow:

Following an operational control

approach to defining our organisational

boundary, our calculated GHG emissions

from business activities fall into the

reporting period of 1 December 2024

to 30 November 2025, and use the

reporting period 1 December 2023 to

30 November 2024 for comparison.

Category Methodology

Business Travel

Actual data used for all months except November

where the data was estimated based on the

actual data provided from September and

October. The estimate was calculated by

proportioning September and October data to

the 30 days of November.

Purchased goods and services

Upstream transportation and distribution

Downstream leased assets

Company leased vehicles

Capital goods Actual data was used for all months except

November. November was estimated based on

monthly average per activity data.

Methodology

The method used to calculate GHG

emissions is the GHG Protocol

Corporate Accounting and Reporting

Standard (revised edition), together

with the latest emission factors from

recognised public sources including,

but not limited to, BEIS, the US Energy

Information Administration, the US

Environmental Protection Agency

and the Intergovernmental panel on

ClimateChange.

Prior to calculating Scope 3 emissions, a

materiality assessment was conducted

to assess relevance using the GHG

protocol. As a result, categories 9–12

and 14–15 were considered to have no

material contribution to the businesses’

Scope 3 emissions and have therefore

been omitted from the SECR table

published above.

SThree plc Annual Report and Accounts 2025 sthree.com

Risk and Compliance Statements

Risk management

Connecting risk, opportunity

andstrategy

Integration of risk management into

our day-to day activities helps us to

maximise our competitive advantage

and successfully deliver on our strategy.

Whilst the ultimate responsibility for risk

management rests with the Board, the

effective day-to-day management of

risk is delegated to our leaders across

the business, seeking at all times to

maintain a prudent balance between

mitigating risks and taking advantage

ofopportunities.

Fraud risk management

During the year, we undertook a

comprehensive review of the Group’s

fraud risk exposure in anticipation of

the UK Economic Crime and Corporate

Transparency Act 2023, which introduced

the corporate offence of failure to prevent

fraud. This review included a Group-wide

risk assessment to identify areas where

fraudulent activity could arise through

associated persons acting for the benefit

of the organisation, together with a review

of associated controls. These controls will

undergo effectiveness testing as part of

our internal controls framework. We have

updated our Fraud policy to align with the

regulatory guidance and conducted fraud

awareness training.

These measures form part of our broader

compliance framework and demonstrate

our ongoing commitment to maintaining

fraud prevention measures and ensuring

compliance with evolving regulatory

standards; they will continue to evolve as

guidance and best practice develop.

Risk management approach

Our ERM framework and processes

help us to describe, analyse, report and

monitor risks and controls at all levels in

the Group. We believe that the effective

management of risk is based on a

‘top-down’ and ‘bottom-up’ approach,

which includes:

– our strategy setting process;

– the quality of our people and culture;

– established internal controls with

assurance via self-certification on the

strength of controls;

– processes for reviewing, escalating

and controlling risks;

– independent assurance by Internal

Audit and external audit;

– regular oversight by the relevant

Committees; and

– reacting quickly to market conditions

and the cycle.

Principal and key operational risks are

considered and discussed as part of the

strategic planning process. Our principal

risk statements include key risk indicators

and risk tolerance measures, as well

as assessments of key controls and

riskappetite.

What we review when assessing

our principal and key risks:

– Risk ownership: each risk has a named

owner. In addition, each principal

risk is sponsored by a member of the

ExCo, who drives progress.

– Likelihood and impact: globally

applied five-by-five scoring matrix.

– Gross risk: before mitigating controls.

– Net risk: after mitigating controls

areapplied.

Risk management is a key part of our business,

values and culture. Effective risk management

enables us as a business to protect value and

proactively manage threats to the delivery

of strategic and operational objectives, while

enhancing the realisation of opportunities.

Our principal risks

Macro-economic

environment

Industry innovation

Client strategy

Credit collection

Contractual liability

People, talent acquisition

and retention

Cyber security

Data privacy

Regulatory compliance

Strategic change

management

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

– Risk appetite: defined at principal risk

level and categorised into five levels.

– Risk tolerance: in data format,

showing the amount of deviation

from the risk appetite.

– Key risk indicators: quantitative

measures that provide early signals of

a change in the risk.

– Actions: key controls in place

and activities required for further

mitigation if required.

– Impact on the Group’s strategic

pillars and interdependencies

between principal risks.

– Any relevant emerging risks where

the principal risk is impacted by or

could impact the emerging risk.

All principal risks are reported in a

standardised format. During 2025, the

principal risks were integrated into the

Group’s risk management tool, enabling

linkage between functional and country

risk registers to ensure consistent

reporting. This integration supports

effective review, clear understanding

and robust monitoring across the

Group, while promoting consistency

inboth terminology and underlying

riskassessments.

As part of this year’s top-down process,

an updated assessment was completed

for each principal risk by the relevant

risk owner, working with the ExCo risk

sponsor and the risk function.

The statements are challenged and

reviewed in detail by the Group Risk

Committee, and by the Board twice a year.

Following the 2024 update to the

Corporate Governance Code by the

Financial Reporting Council, work

continues with key stakeholders to identify

and review material controls within the

existing internal controls framework. This

process will provide the necessary detail

to support assurance testing, which is

scheduled to commence in 2026.

Emerging risks

As part of our ongoing risk management

process, emerging risks are reviewed

by the Board twice a year. An emerging

risk is defined as a risk that materialises

over a period of time, rather than at

once, meaning the likely impact of the

risk is difficult to evaluate at the time of

assessment of the risk.

Emerging risks are identified during:

– twice yearly Board principal

riskreviews;

– the strategic review process with

each region and function;

– periodic assessment by the Group

Risk Committee;

– horizon scanning undertaken by

theGroup Legal function; and

– bi-monthly financial reviews

ofcountry performance and

macro-economic trends.

During the year there were no new

emerging risks identified. Climate change

risk continues to be an emerging risk for

the Group. Further assessment on the

emerging risk is shown on page 65 as part

of the TCFD Report. Where an emerging

risk may impact or be impacted by a

principal risk, this is detailed within the

principal risk description.

Board

Overall responsibility assessing the nature and

extent of the principal risks and the Group’s risk

appetite and to facilitate effective, entrepreneurial

and prudent management of the business.

Audit & Risk

Committee

Responsible for reviewing the effectiveness of the

Group’s risk management systems and processes.

Reviews assurance over mitigating controls.

Executive

Committee

Responsible for the review and assessment of the

principal risks and recommending risk appetite

and tolerance to the Board. Develops Company

strategy in line with Board appetite.

ESG

Committee

Responsible for the review, assessment and

monitoring of the climate change emerging risk.

Group Risk

Committee

Responsible for monitoring principal and key

risks and ensuring effectiveness of regional and

function risk management.

Regional

management

Responsible for review and oversight of regional

risk and controls and plans to mitigate risks

within their region. These risks will then feed into

strategic plans to be reviewed every six months

as part of the strategic planning process.

Function/

business

leadership

Responsible for identifying, assessing and

mitigating both key and operational risks

within their functions/business areas. Risks

should be discussed as part of country

managementmeetings.

Internal

Audit

Provides assurance on key controls in place

to mitigate identified risks and assurance that

the risk management framework and internal

controls are operating effectively.

Top-down risk

management

Ongoing risk

mitigation and

control review

Bottom-up risk

management

Regional and

functions business

leadership

teams identify,

assess, and

control, monitor

andescalate

Group Risk Committee

Board

Audit & Risk

Committee

Regional

management

Function/

business

leadership

Executive

Committee

ESG

Committee

SThree plc Annual Report and Accounts 2025 sthree.com

Risk management continued

Risk and Compliance Statements continued

Principal risks

Risks can develop and evolve over time

and their potential impact or likelihood

may vary in response to changes in

internal and external circumstances.

Risks and mitigation activities that are

outlined below, whilst not exhaustive

nor in any order of priority, are those

which could have a material adverse

effect on the implementation of our

strategic priorities, our business, financial

performance, cash flows, liquidity,

shareholder value or reputation, or could

affect other key stakeholders, including

employees, clients and candidates.

Changes during FY25

Following review by the Board, the

Board believes that the risks presented

are the appropriate assessment and the

right principal risks for the Group. At

the half-year review, it was agreed that

health and safety would be removed as a

principal risk after a holistic assessment

of health and safety obligations and risks

across the business operations. This area

will continue to be carefully monitored

with key risk indicators submitted to the

Group Risk Committee.

During the year, two principal risks,

Strategic change and Credit collection,

were reassessed and reframed to

more accurately reflect the current risk

landscape facing the Company. This review

resulted in an increased net risk rating for

Strategic change, reflecting the scale and

complexity of ongoing transformation

initiatives, and updated key risk indicators

for Credit collection to strengthen

monitoring and enable early intervention.

Given the continuing challenging

externalenvironment and significant

internal change programme being

undertaken by the Company, a net

increase in likelihood was seen in

some principal risks. However, overall,

the riskscontinueto move in a

positivedirection.

1. Macro-economic environment

Risk description

Rapid changes in the macro-economic environment could result in SThree suffering financial exposure and/or loss. SThree operates in a sector

that is highly cyclical and sensitive to the economy and business sentiment. Mixed economic signals can delay identification of changes in market

conditions and the business decisions to respond, both on the upside and downside. The growth in the ECM models globally and fixed central

support costs impact on the flexible cost base so may exacerbate any time lag between financial performance impact and ability to cut costs,

impacting our ability to scale when the economy recovers quicker than anticipated.

Link to climate change and sustainability: SThree may be affected, primarily through its work with the Energy sector, to changes in

Government policy related to climate change, including in the renewable energy space, which may present positive business opportunities for the

Company and fluctuations in the oil price. Geopolitical events, including energy price shocks and other energy security risks, can have an impact

on economies, and in turn SThree markets and profits.

Mitigations

– The annual strategic planning and budgeting process incorporate

reviews of the broader market conditions. Monthly business performance

monitoring and twice-yearly reviews as part of the strategy cycle help

inform any changes that are required to react to changes in the economy.

– The Group is a strategically diversified business, geographically, by sector

and by product, with a focus on STEM markets which are less sensitive to

economic cycles.

– Strategic focus on Contract market which is more resilient in less certain

economic conditions than Permanent and provides a counter-cyclical

cash hedge working capital release with each contract finisher.

– The Group has a strong balance sheet with a positive net cash position

through the year and committed debt facilities to support the business.

Change from FY24

Net risk increased during the first half of the year. However, the

Group’s diversified business model and ability to respond swiftly to

changing market conditions acted as effective mitigators, resulting

in the net risk remaining stable in the second half of the year.

Executive Committee sponsor:

Andrew Beach – Chief Financial Officer

Link to Strategic Pillar:

Places, Position

Principal risk interdependency:

Places

To be a leader in

markets we choose

to serve.

Platform

Create a world-class

operational platform

through data,

technology

and infrastructure.

People

Attract, develop and

retain great people.

Position

Leverage our position

at the centre of STEM

to deliver sustainable

value to our candidates

and clients.

Strategic pillars

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

2. Industry innovation

Risk description

If the Company fails to keep pace with technology innovation and/or the emergence of disruptive business models, this could adversely impact

financial performance, competitive advantage and future growth. The Group recognises the need to proactively plan and react to rapidly

changing markets and technologies, with the right strategy to adapt to client needs, grow market share and remain competitive.

Link to artificial intelligence: As part of this approach, the Group views artificial intelligence as a strategic enabler, with the opportunity to

leverage its potential to drive operational efficiency, enhance client experience and unlock new growth opportunities. We continue to monitor

and invest in AI developments across the industry to ensure we remain ahead of competitors and capitalise on emerging opportunities.

Mitigations

– Clear strategy, with regular planning and review meetings as part

of strategy setting cycle.

– Oversight of strategic workstreams and technology investments

through the project governance and ExCo.

– Market intelligence reporting on industry developments.

– Regular review of business models with feedback loop to review

market demands.

Change from FY24

Net risk decreased during first half of the year and remained stable

for the rest of the year due to continuing effectiveness of controls

in place such as horizon scanning and continued investment in

technologydevelopments.

Executive Committee sponsor:

Scott McKenzie – Global Strategy Director

Link to Strategic Pillar:

Places, Platform, People, Position

Principal risk interdependency:

3. Client strategy

Risk description

Failure to effectively design and execute our client strategy could limit acquisition, retention and growth of clients, thereby adversely impacting

the future growth of the Group. The Company recognises that it is vital that our clients’ needs and expectations are met with the right strategy,

through consistent global processes and practices, to enable us to become a key partner in their business.

Link to climate change and sustainability: Our clients expect us to have a robust climate change strategy to meet their procurement requirements

and therefore we require robust policies and procedures to ensure we meet this expectation to continue to offer services to our clients.

Mitigations

– Targeted client approach, informed by client categorisation and

standardised segmentation.

– Data-driven client and performance dashboards.

– Sales-excellence team to drive and embed standards.

– Monthly regional meetings to discuss client strategy.

– Comprehensive online and in-person training programme.

Change from FY24

No change to net risk. Progress continues to be made in strengthening

structures, processes and training, to support enterprise client growth

and strategy.

Executive Committee sponsor:

Jelte Hacquebord – Chief Commercial Officer

Link to Strategic Pillar:

Places, Platform, People, Position

Principal risk interdependency:

SThree plc Annual Report and Accounts 2025 sthree.com

Risk management continued

Risk and Compliance Statements continued

4. Credit collection

Risk description

SThree may suffer a liquidity crisis and/or financial loss due to extended payment terms agreed with clients and/or the ability to collect

receivables from our clients. The Group’s growing ECM business has increased the need for sufficient working capital to ensure payments are

made to candidates whilst waiting for clients to settle invoices. Bad debts can impact future cash flow for operations when uncollectable debts

are writtenoff.

Link to climate change and sustainability: SThree works with a number of clients who are helping to solve the most significant challenges of

our time for both the environment and society.

Link to artificial intelligence: Technology advances have the potential to provide quicker trend and payment behaviour analysis and identify

errors on invoices, leading to earlier debt collection and thereby reducing uncollectable debt.

Mitigations

– Accounts receivable daily leadership meetings.

– Robust legal process for overdue balances.

– Operational processes to ensure data accuracy.

– Regular reviews and credit risk scoring model for higher-risk clients

managed by credit risk analysts.

– Regional oversight of debt through credit risk dashboard and monthly key

performance indicator reviews.

– Effective end-to-end process for review of non-standard payment terms,

with Chief Financial Officer approval required.

– Continued focus on aged debt.

Change from FY24

No change in net risk due to continuing focus on effectiveness of

controls and reducing aged debt. Current challenges are historical

and contained with no new issues arising due to the year.

Executive Committee sponsor:

Andrew Beach – Chief Financial Officer

Link to Strategic Pillar:

Places, Platform

Principal risk interdependency:

5. Contractual liability

Risk description

If SThree enters into unfavourable contractual terms with customers, it risks suffering significant financial loss. SThree operates in a highly

competitive environment in which clients sometimes seek to assign significant contractual responsibilities and high financial liabilities to SThree.

Where SThree acts as the employer of record (as with its ECM model), this expectation is generally heightened.

Link to artificial intelligence: Opportunity for advanced technology to improve efficiency of the contract review process.

Mitigations

– SThree seeks to ensure that its contractual exposure to claims

iseffectively controlled through its contracts.

– Contract approval processes are in place with defined

escalationprocedures for the proposal of contractual terms

thatdo not align with standard negotiation parameters.

– Well established in-house legal team, aligned to, and

working closely with, the regional businesses, ensures

a close understanding of business risks and associated

contractualrequirements.

– Risk Committee oversight of any changes in the external

environment that should be incorporated into approach

tocontracting.

– The Company seeks to place the responsibility for supervision

and control of contractors directly with the client, including the

acceptance of liability for any acts, defaults or omissions.

– Global insurance.

Change from FY24

No change to net risk, due to controls remaining effective with greater

understanding of acceptable contractual liability for the business models

in operation.

Executive Committee sponsor:

Kate Danson – Chief Legal Officer

Link to Strategic Pillar:

Places, Platform, People

Principal risk interdependency:

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

6. People, talent acquisition and retention

Risk description

SThree’s profitability, long-term enterprise value and ultimately our ability to deliver our strategy will be detrimentally impacted if we cannot

attract and retain the right talent and drive the right levels of productivity to deliver against our growth ambitions.

The Group is reliant on attracting and retaining people that can deliver against its growth strategy. Sales consultants take time to reach their

productivity peak, and this therefore needs to be taken into account when considering timelines. It is vital that SThree attracts and retains an

engaged, productive, diverse workforce to ensure the future success of the Company.

Link to artificial intelligence: If left unaddressed, a concern amongst the employee population that AI could replace certain roles could cause

issues with engagement and retention. Conversely, inadequate adoption of AI could mean a missed opportunity to use the technology in a way

which encourages and enables people to achieve their potential.

Mitigations

– Improved employee engagement through survey platform.

– Flexible hybrid working policy offered to all employees.

– Award-winning training platform to strengthen development

ofconsultants throughout their career.

– New employee platform improving professional

developmentprocesses.

– Continued focus on mental health and wellbeing.

Change from FY24

Net risk has reduced in impact but increased in likelihood due to higher

levels of attrition, caused by multiple factors including the current macro-

economic climate.

The ongoing strategic programme within the Company is likely to

continue to affect this risk, however, further initiatives will be launched

during 2026 which are expected to reduce the net risk.

Executive Committee sponsor:

Sarah Mason – Chief People Officer

Link to Strategic Pillar:

Places, People

Principal risk interdependency:

7. Cyber security

Risk description

If SThree suffers a serious system or third-party disruption, this could cause loss of data or security breach that disrupts business-critical activities

and its ability to meet its contractual and regulatory obligations.

The threat landscape continues to evolve, heightened by world events, with an increase in cybercrime and the evolution of ransomware attacks.

Secure data is at the heart of creating a strong culture and trusted brand for our candidates and clients; failing to protect our data and manage

security across our services will directly impact our reputation and our ability to sustain and grow our business.

Link to climate change and sustainability: Expansion of services, such as supply of laptops, provided under the ECM business model could

potentially increase carbon emissions and therefore requires investment into greener solutions to ensure both SThree and our clients make a

positive impact.

The continued investment in use of AI will impact carbon emissions and requires further understanding to ensure net zero plans are adapted to

take into account any negative impact.

Link to artificial intelligence: Being utilised to develop and evolve threats and attack methods to circumvent security controls, or human

responses. However, AI can also be used, in its various forms, to support security, through machine learning and other techniques to help

identifymalicious activities and respond to active threats.

Mitigations

– Global information security framework, designed to ensure that

SThree identifies and meets requirements relating to cybersecurity.

– Vulnerability scanning to early identify weaknesses across the

estate alongside information security team actively monitoring for

security incidents and remediating where necessary.

– Mandatory cyber security training including phishing simulation

exercises for all employees to build awareness and understanding

of how individuals can help to protect the Company.

– Incident management plan with clear escalation in the event

of a serious incident and linked to outsourced security event

monitoring to assist.

– Ongoing improvements to authentication requirements.

– Insurance cover in place that provides access to expert helpline

inthe event of an incident.

Change from FY24

The overall net risk position increased in likelihood during the year, driven by

the growing volume and sophistication of external threats. In response, controls

continued to strengthen, with enhanced focus on emerging risks associated

with AI, including the potential misuse of technologies such as deepfakes.

Executive Committee sponsor:

Nicholas Folkes – Chief Operating Officer

Link to Strategic Pillar:

Places, Platform, People

Principal risk interdependency:

SThree plc Annual Report and Accounts 2025 sthree.com

Risk management continued

Risk and Compliance Statements continued

8. Data privacy

Risk description

Non-compliance with international data protection regulations and/or contractual obligations in relation to data protection could expose SThree

to loss of revenue, reputational damage and regulatory sanctions. Solid data foundations are required for SThree to fulfil its business strategy.

Great customer experience starts with accurate, complete and timely data, and secure data is at the heart of creating a strong culture and trusted

brand for our candidates and clients.

Link to artificial intelligence: Use of AI technology by sales consultants could result in personal data being added into an uncontrolled

environment and shared with third parties without clear and embedded policy and procedures on AI use within the Group.

Mitigations

– Data privacy landscape continues to be monitored by our

cross-functional privacy team and international Data Protection

Champion network to ensure compliance with GDPR and applicable

dataprivacylegislation.

– A global data protection framework is in place to ensure that the Group

can identify and meet regulatory requirements relating to data protection

within each jurisdiction.

– Embedded processes to manage and respond to Data Subject Rights

requests, such as Right to be Forgotten.

– Mandatory yearly data privacy training for all current employees and all

new employees as part of the induction process.

– Continued investment in our IT systems and technology controls.

Change from FY24

Net risk decreased in the second half of the year due to

improvement in controls.

Executive Committee sponsor:

Kate Danson – Chief Legal Officer

Link to Strategic Pillar:

Places, Platform, Position

Principal risk interdependency:

9. Regulatory compliance

Risk description

A failure by the organisation to meet its regulatory obligations in respect of its business models could undermine our reputation, may result in

legal exposure and regulatory sanctions, and could negatively impact our ability to operate. The staffing and recruitment industry sits against the

backdrop of an increasingly stringent and complex regulatory environment. These regulatory changes bring commercial opportunities for SThree,

as companies seek staffing models which remove both the burden of administration and the risk of regulatory non-compliance through engaging

with companies such as SThree. However, they also present risk to SThree in circumstances where we fail to manage those opportunities

appropriately. Failure to comply leaves SThree open to a range of risks, including fines, penalties, litigation, personal Director liability and loss of

licence to operate. Additionally, the reputational impact and loss of stakeholder confidence could undermine SThree’s business in its entirety.

Link to artificial intelligence: AI could improve identifying and tracking compliance processes in the system and highlight patterns of behaviour

where controls may not be effective or escalate a point of non-compliance quicker than manual processes to ensure prompt action. Potential to

provide greater flexibility in adapting to changing regulatory compliance requirements through AI-powered tools that could be trained on new

regulations and then quickly incorporate updates and changes as they occur.

Mitigations

– Regular horizon scanning by Legal function with reporting to

regional management boards, Group Risk Committee and

Executive Committee.

– Regional Legal team involvement in the establishment of new

products/services and entering new jurisdictions to ensure there

is full understanding of regulatory compliance required and the

processes to support the compliance.

– Local internal processes designed to ensure regulatory

compliance for each placement.

– Oversight of regulatory compliance risks and controls at

GroupRisk Committee.

– Regional regulatory compliance training rolled out by the

Legaldepartment.

– Detailed regulatory risk assessments regularly reviewed for

all business models in each country the Company has an

entity incorporated, to ensure full understanding and relevant

appropriate controls are in place.

Change from FY24

No change to the net risk. Robust policies, processes and training

continue to be effective. Horizon scanning remains a material control

in ensuring the business can respond in sufficient time to an increasing

number of new regulations.

Executive Committee sponsor:

Kate Danson – Chief Legal Officer

Link to Strategic Pillar:

Places, Platform

Principal risk interdependency:

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

10. Strategic change management

Risk description

If the Company does not effectively manage and implement strategic change, this could result in poorly implemented projects, wasted resource

and/or adverse financial impact and ability to execute strategy due to employees’ inability to absorb change, impacting productivity and future

growth of the Group. Effective strategic change management is inherently tied into the achievement of our strategy; change management is

required for the effective implementation of parts of the strategy that require us to operate differently. Attempting too many projects, incorrectly

mobilising projects, poor change management and lack of oversight causing the rejection by staff of change, would prevent SThree moving to the

next level of revenue growth and profitability.

Link to artificial intelligence: AI could strengthen the effectiveness and speed of change management by providing data-driven insights into

readiness, identify areas of risk or resistance and enable more targeted stakeholder engagement. It could further help by monitoring adoption,

giving clear visibility of progress and emerging issues.

Mitigations

– Prioritisation of investment decisions, approval of business

casesand oversight of the investment portfolio, with strong

linkage into the annual budget cycle.

– Formal governance structure in place for strategic

projects,including independent assurance for key

technology-related programmes.

– Full Board visibility of the portfolio status, including timelines,

project spend and issues escalation.

– A formal digital demand process to coordinate requests

thatplace demands on our technology change resources.

Theforum ensures correct resource allocation against the

Company priorities.

– Monthly programme steering committees review project status,

risks and document decisions.

– Employee feedback workshops.

Change from FY24

The net risk has increased as a reflection of the amount of change

experienced as a result of the transformation programme. Improvements

to the change management programme are ongoing to ensure disruption

is minimised and risks mitigated where possible.

Executive Committee sponsor:

Nicholas Folkes – Chief Operating Officer

Link to Strategic Pillar:

Places, Platform, People, Position

Principal risk interdependency:

SThree plc Annual Report and Accounts 2025 sthree.com

Risk and Compliance Statements continued

The Strategic Report and the

Governance Report, originally approved

by the Board on 26 January 2026,

was subsequently updated and re-

approved on 23 February 2026. Minor

amendments were made on pages 84,

119, 121 and 129 to address drafting points

identified prior to publication. These

changes do not affect any figures or

information included in the Company’s

final results announcement published on

27 January 2026.

Going concern statement

The Directors have reviewed the

Group’s cash flow forecasts, including

the assumptions contained in the

budget, and considered associated

principal risks which may impact the

Group’s performance in the period to

31 July 2027.

The overall Group’s financial position is

strong. Credit facilities relevant to the

review period comprise a committed

£50.0 million RCF (with the expiry date

of July 2027) and an uncommitted

£30.0 million accordion facility, both

jointly provided by HSBC and Citibank.

These facilities remained undrawn

on 30 November 2025. A further

uncommitted £5.0 million bank overdraft

facility is also held with HSBC. In

addition, the Group had £68.0 million

of net cash and cash equivalents at

30 November 2025 available to fund its

short-term needs, as well as a substantial

working capital position, reflecting net

cash due to SThree for placements

already undertaken. At 30 November

2025, the Group debt comprised

primarily lease liabilities of £47.5 million.

The RCF is subject to covenants that

are measured biannually in May and

November, on a trailing 12-month

basis, being (i) net debt to EBITDA of a

maximum of 3.0x and (ii) interest cover of

a minimum of 4.0x. The ratio of net debt

to EBITDA at 30 November 2025 was nil

as there was no debt, other than lease at

the year end.

In FY25, the Group’s trading performance

declined against the prior year, driven

by persistent challenging market

conditions, which have extended beyond

the industry’s expectations. The total

Group net fees declined by 12% YoY on

a like-for-like basis, reflecting protracted

soft new placement activity across

Permanent and Contract, partially offset

by ongoing strong Contract extensions.

Despite market uncertainties, the Group’s

long-term prospects and competitive

positioning remain strong, underpinned

by its strategic focus on STEM and

Contract, supported by a robust financial

position and significant operational

enhancements gradually materialising

via our TIP.

In this going concern assessment, the

Directors tested the Group’s forecast

liquidity under two downside scenarios

considering the potential impact of

three principal risks: Macroeconomic

environment/cyclicality risk; Strategic

change management risk; and

Contractual liability risk. The Directors

considered primarily the robustness of

the Group in the face of a prolonged

macro-economic downturn with limited

net fee income benefit from the TIP. The

Directors also assessed the impact of

continuing working capital challenges as

a result of the transition to new systems.

For each scenario, the forecast liquidity

was positive and compliant with the

Group’s RCF covenants.

The base case forecast for the Group,

being that arising over the going concern

assessment period to 31 July 2027 as

reflected in the Group’s FY26-FY28

plan, was sensitised to reflect a plausible

downside scenario and a severe but

plausible downside scenario on Group

performance. In the plausible downside

scenario, the key assumption was 6%

decline in net fees in FY26, driven

by reduced new placement activity,

and decline of 3.5% in FY27 with no

investment in sales headcount and

cost base flexed only for variable costs,

such as commissions and bonuses,

overall resulting in reduced margins and

operating profit.

In the severe but plausible downside

scenario, the Group is expected to have

sufficient liquidity headroom through

the whole period covered despite the

assumed 12% decline in net fees in FY26,

which is driven by 13% reduction in new

Contract placements and 7% reduction

in Permanent placements. A further 7%

decline in net fees was forecast for FY27

with no investment in sales headcount.

This stress test did incorporate potential

mitigating actions at the Board’s disposal

to improve the position identified by

the analysis, such as deferrals of capital

expenditure, suspension of dividend

payments and/or share buyback

programmes, cash preservation

initiatives, and a number of further

reductions in operating expenditure

across the Group primarily related to

workforce cost reductions.

Compliance information

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

Following this assessment, the Directors

have formed a judgement, at the time

of approving the SThree Group Annual

Report and Accounts 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 the

period to 31 July 2027. For this reason,

the Group continues to adopt the going

concern basis in preparing the Annual

Report and Accounts and Consolidated

Financial Statements for the year ended

30 November 2025.

Viability statement

In accordance with provision 31 of

the UK Corporate Governance Code

2018 (‘the Code’), the Directors have

assessed the prospects of the Group

over the five-year period, based on

management’s reasonable expectations

of the financial position and performance

of the Group over this period, internal

budgets, medium-term targets and the

potential impact of the principal risks as

documented on pages 114 to 116 of the

Annual Report and Accounts.

Assessment of prospects

The Group’s strategy is to deliver a

sustainable and profitable growth by

focusing on four strategic pillars and

building on the favourable megatrends

that influence all markets and sectors

we operate in. The Group has a

clear framework for investments in

selective strategic initiatives and

operational decisions made to

continue strengthening the Group’s

market position into the future. Our

performance against our strategic

objectives is discussed in more detail

onpages22to25.

The review period covers five years from

FY26 to FY30, which comprise the next

financial year plan used in the going

concern assessment and projections for

the subsequent four financial years.

The Directors believe that the five years

to November FY30 is an appropriate

period over which a reasonable

evaluation of the potential impact of

future risk events on the Group can be

made. The viability period also aligns to:

– the impairment review process,

where investments in subsidiaries are

tested based on five-year forecasts;

– the period over which the capital

investment decisions are appraised;

– the period over which the Group’s

major strategic priorities and plans

have historically been considered.

Given our principal risks, the Directors

believe that the ability to assess the

Group’s longer-term viability beyond this

period becomes increasingly reduced.

In this assessment, the Directors have

reviewed the Group’s current financial

position, progress against the Group’s

strategic targets, resilience of the

Group’s business model over the long

term (including the strategic focus

on STEM), alongside an evaluation of

favourable market trends in areas such as

digitalisation and climate change and the

long-term opportunities they bring to us.

The financial projections were based on

the following key assumptions:

– Key macro-economic data that

could impact recruitment activity

and demand for our services and

consequently our revenues and

netfees.

– Expected headcount retention

rates and our ability to dynamically

changehiring decisions and other

operational spend in the light of

trading conditions.

– Expected increase in productivity

of sales teams (placements per

consultant) following a full rollout

ofoutputs delivered under the TIP.

– Changes in the Group’s working

capital levels.

– Movements in foreign currency

rates,tax rates and interest rates.

– Impact of climate change risk

andopportunities.

– Dividend per share.

The viability assessment focused mainly

on the expected future solvency of the

Group in the event of three severe but

plausible scenarios that could threaten

the viability of the Group. The key

assumptions in the Group’s five-year

FY26–FY30 plan were stress-tested

to evaluate the potential impact on the

Group’s viability of certain principal

risks, including the macro-economic

environment cyclicality, customer risk

and strategic change management, and

an emerging risk of climate change.

These assumptions are summarised in

the table on page 86.

SThree plc Annual Report and Accounts 2025 sthree.com

Risk and Compliance Statements continued

Table 1. Scenario testing

Modelled assumptions Link to risks

Base case

scenario

Decline in new placement activity in short term, followed by return to growth

inFY26

Reduction in demand impacting both Contract and Permanent businesses, with cost

base flexed only for variable costs, such as commissions and bonuses, with no other

cost-mitigating actions assumed.

– 1% net fee reduction in FY26 based on the Q4 FY25 new placement activity average

with limited headcount growth.

– 4% net fees increase from FY27 and limited sales headcount growth.

– 9% net fees increase from FY28 and limited sales headcount growth.

Macro-economic environment/

cyclicality risk

Strategic change management

Commercial relationships and

customer risk

Plausible

downside

scenario

Protracted challenging macro-economic conditions in FY25 and some positive

outlook expected towards the end of FY26

Negative impact on the Group’s sales volume resulting in reduced net fees and profits.

Flat headcount and higher labour costs, reducing operating profit conversion ratio. No

mitigating levers activated, except for variable staff costs.

– 6% decline in net fees in FY26 based on the Q4 FY25 new placement activity

average, with stable sales headcount YoY.

– 4% net fees decrease from FY27 and limited headcount savings as a mitigation.

– 1% net fees decrease from FY28 and limited headcount savings as a mitigation.

Macro-economic environment/

cyclicality risk

Strategic change management

Commercial relationships and

customer risk

Severe but

plausible

scenario

Prolonged severe macro-economic conditions in FY25 and FY26, followed by

return to growth in subsequent years

Reduction in contractor order book compounded by the lower volume of Permanent

opportunities. Significant negative impact on the Group’s sales volume resulting in

reduced net fees and profits. With flat headcount for two years in a row, inflating labour

costs and reducing operating profit conversion ratio. No mitigating levers activated,

except for variable staff costs.

– 12% net fees decline in FY26 driven by reduced Contract placement activity of 17%

and reduced Permanent placement activity of 12%. Based on equivalent downwards

movements experienced in FY20 vs FY19 when the global pandemic struck. No

recovery of working capital is assumed in FY25.

– 12% net fees decline in FY26 based on Q4 FY25 new placement average, with stable

sales headcount YoY.

– 7% net fees decrease from FY27 and sales headcount growth of 1.0%.

Macro-economic environment/

cyclicality risk

Strategic change management

Commercial relationships and

customer risk

Based on the results of these scenarios

individually and as a cluster of events

for Scenarios 1 and 2, the Directors are

satisfied that the Group would be able to

respond to such circumstances through

various means which could include

a reduction and deferral of capital

expenditure and further rationalisation

and/or restructuring of operations, to

ensure that the Group continues to meet

its ongoing obligations. In addition, the

Directors have considered the fact that

the Group operates in stable markets and

has the robust financial position of the

Group, including the ability to sell assets,

raise capital and suspend or reduce the

payment of dividends.

Viability statement

Following this assessment, the Board

can confirm that it has a reasonable

expectation that the Group will continue

in operation and meet its liabilities, as

they fall due, over a viability horizon

of five years for the period ending

30 November 2030. In making this

statement, it is recognised that not

all future events or conditions can be

predicted, and future assessments are

subject to a level of uncertainty that

increases with time.

SThree non-financial and

sustainability information

statement

The Group has complied with the

requirements of Sections 414CA and

414CB of the Companies Act 2006

by integrating the required non-

financial and sustainability information

disclosures throughout the Strategic and

Governance Reports. The table below

is intended to provide our stakeholders

with references where the key content

on our development, performance,

position and the impact of our activities

with regards to specified non-financial

matters can be found.

Governance Report Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Strategic Report

Non-financial matter

Relevant policies, standards and section

of the Annual Report

Annual Report page reference

A. Environmental

matters

– TCFD (governance and risk management)

– Our road to net zero carbon emissions

– Sustainability policies

– Climate-related financial disclosures, pages 62–75

– Emerging risks – climate change, page 65

– The role of the Board and its key decisions, pages 98–101

B. Employees – Our operating principles

– Global DE&I policy

– Health and safety policy

– Whistleblowing policy

– Data protection policy

– Bullying and sexual harassment policy

– Governance targets, page 109 (plus Summary of notices

and policies available online)

– Strategic overview, People pillar, page 142

– Employee engagement (how the Board engaged with

SThree employees), pages 102–104

– Gender Pay Gap Report 2023–2024 (online)

C. Social matters – Our community programmes aimed at building

and educating future generations of diverse

STEM talent

– Volunteering guidelines

– Corporate giving and fundraising policy

– Tax strategy for FY25 (online)

– Social targets, page 53

– Governance targets, page 109 (plus Summary of notices

and policies available online)

D. Respect for

humanrights

– Our Code of Conduct

– Procurement process

– The Company’s Modern Slavery and Human

Trafficking Statement (online)

– Governance targets, page 109

E. Anti-corruption and

anti-bribery matters

– Anti-bribery and corruption policy

– Gifts, hospitality and charitable

contributionspolicy

– Governance targets, page 109 (plus Summary of notices

and policies available online)

Description of principal

risks relating to matters

A–E above

– Risk management approach, pages 76–83

– Emerging risks – climate change, page 60

– TCFD Report, climate-related risks and

opportunities, pages 62–73

Relevant information

Business model

description

– Our business model, pages 16–19

Description of

non-financial KPIs

– Key performance indicators, pages 22–25

– Our non-financial KPIs include:

– Under strategic pillar Platform: carbon reduction

– Under strategic pillar People: Representation of women in leadership roles, eNPS

– Under strategic pillar Proposition: Number of lives positively impacted

1 Please note some of the policies are available on request from the Company Secretary.

Climate-related financial disclosures

In accordance with Section 414CB of the UK Companies Act 2006, the required climate-related financial information disclosures

can be found integrated throughout the Strategic Report, primarily in the TCFD Report on pages 62 to 73.

A summary of key areas of disclosure is set out below:

Reporting requirement Further information

(a) Group’s governance for assessing and managing climate-related risks and opportunities Pages 63–64

(b) How climate-related risks and opportunities are identified, assessed and managed Pages 65

(c) How processes for identifying, assessing, and managing climate-related risks are integrated into the overall Group risk

management framework

Pages 65–66

(d) Description of climate-related risks and opportunities, and time periods over which they are assessed Pages 66–72

(e) Impact of the climate-related risks and opportunities on the Group’s business model and strategy Pages 67

(f) Analysis of the resilience of the Group’s business model and strategy (climate-related scenarios) Pages 85

(g) Targets used by the Group to manage climate-related risks and to realise climate-related opportunities Pages 60–75

(h) Key performance indicators (including basis of calculating) used to assess progress against targets identified under (g) Pages 22–25

sthree.comSThree plc Annual Report and Accounts 2025

SThree

Beyond Recruitment

Financial StatementsIntroduction Governance ReportStrategic Report

SThree plc Annual Report and Accounts 2025sthree.com

Governance

Report

In this section

90 Board of Directors

92 Chair’s Governance statement

96 Our Board at a glance

98 Roles and responsibilities

99 Our Board

102 Employee engagement

105 Nomination Committee report

109 Audit & Risk Committee report

117 Directors’ Remuneration report

121 Remuneration at a glance

122 Remuneration policy

128 Annual report on remuneration

140 Directors’ report

SThree plc Annual Report and Accounts 2025 sthree.com

Board of Directors

Experience

Timo Lehne was appointed CEO in

April 2022 having joined the Board

as interim CEO and an Executive

Director on 1 January 2022. Prior to

this Timo was a Senior Managing

Director with full responsibility for

the day-to-day running of SThree’s

largest region, DACH, which

comprises Germany, Austria

and Switzerland.

Timo studied International

Economics in the Netherlands

before joining our Progressive

Recruitment business in Germany

as a sales consultant in 2006. He

was appointed Senior Business

Manager in Düsseldorf for SThree

in 2009, quickly turning it into

our fastest growing business and

growing the city’s share of net

fees within the DACH region from

4% in 2009 to 27% in 2012. He

was promoted to Senior Sales

Director in 2013, taking joint

responsibility for the running of the

overall DACH business and in 2017

became Managing Director for the

region, where he was responsible

for the overall DACH business of

SThree accounting for over 33%

of the Group’s revenue and more

than 1,000 employees across

tenlocations.

Timo Lehne

CEO and Executive Director

Appointed: January 2022

Experience

Andrew Beach was appointed to

the SThree Board in July 2021,

joining from Hyve Group plc, a

global exhibitions business. As

CFO he holds full responsibility for

the financial strategy and financial

activities across the SThree Group.

He is an accomplished CFO

with considerable experience

in listed companies. He has

global experience of business

transformation, funding and M&A

in fast-paced and high-growth

companies and has extensive

experience of working alongside

boards and senior leadership on

company strategy and direction.

As CFO of Hyve, Andrew was

instrumental in leading the

company through a period of

significant transformation and

rapid international growth, which

resulted in its promotion to the

FTSE 250. Previously, he held

a number of roles at Ebiquity

plc, joining as Group Financial

Controller in 2007 and quickly

being appointed as CFO in 2008.

In 2014 he was promoted to Chief

Financial and Operating Officer.

Andrew trained and qualified as a

Chartered Accountant with PwC,

working with them from 1998

until2007.

Andrew Beach

CFO and Executive Director

Appointed: July 2021

Experience

James Bilefield was appointed

to the SThree Board as Senior

Independent Director and Chair

Designate in October 2017,

becoming Chair in April 2018.

He is Chair of the Nomination

Committee and a member of the

Remuneration Committee.

James is a Non-Executive Director

and Chair Designate of HBX Group

International plc. He is a Trustee of

the Science Museum Group, the

world’s leading group of science

museums, and a Senior Advisor to

McKinsey & Company, SystemIQ.

James was appointed as a Non-

Executive Director of the Foreign,

Commonwealth & Development

Office in April 2024.

He managed the digital

transformation of media

group Condé Nast across 27

countries, scaled Skype’s global

operations as part of its founding

management team and held senior

management roles at Yahoo!

during its major growth phase.

Formerly CEO of global advertising

technology company, OpenX,

he also co-founded the UK local

information business, UpMyStreet,

following an investment banking

career at JP Morgan Chase. James

was previously a Non-Executive

Director of MoneySupermarket.

com, stepping down in May

2022, and Stagecoach Group

plc, stepping down in June 2022

following its acquisition and

subsequent delisting from the

London Stock Exchange.

James Bilefield

Non-Executive Chair

Appointed: October 2017

N R

Experience

Imogen Joss was appointed to the

SThree Board, the Audit & Risk,

Remuneration and Nomination

Committees in December 2022,

becoming Senior Independent

Director and Chair of the

Remuneration Committee

on 1 July 2025.

Imogen is a Non-Executive

Director of XPS Pensions Group

PLC. Imogen is an Independent

Non-Executive Director of Grant

Thornton UK LLP, the accounting

and consulting firm, and a Non-

Executive Director of Envetec

Sustainable Technologies.

Imogen spent her executive

career working in senior general

management, sales and marketing

roles for a range of information

services and other companies,

including the London Stock

Exchange Group plc and S&P

Global Inc.

Imogen was previously a Non-

Executive Director and Senior

Independent Director of Fintel

plc and Chair of its Remuneration

Committee, and was a Non-

Executive Director and Chair of

the Remuneration Committee

of Euromoney Institutional

Investor plc, stepping down in

November 2022 on completion

of the acquisition of Euromoney

and its delisting from the London

StockExchange.

Imogen Joss

Senior Independent

Non-Executive Director

Appointed: December 2022

A RN

Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Governance ReportStrategic Report

Experience

Paula Coughlan was appointed

to the SThree Board in April

2025. She is a member of the

Audit & Risk, Nomination and

Remuneration Committees.

Paula is the Chief People,

Communication and Sustainability

Officer at Currys plc, a leading

omnichannel retailer of technology

products and services, operating

online and through 715 stores in six

countries, employing over 24,000

people. Before joining Currys,

Paula held senior leadership roles

at McDonald’s and PepsiCo.

Paula has extensive experience in

managing global transformation

programmes and in organisational

design. She has been recognised

in Retail Week’s Top 100 Most

Influential and Inspiring Leaders for

two years running.

Paula Coughlan

Independent Non-Executive

Director

Appointed: April 2025

Experience

Rosie Shapland was appointed to

the SThree Board, the Audit & Risk,

Nomination and Remuneration

Committees on 27 November

2025 and became Chair of the

Audit & Risk Committee on

1 January 2026.

Rosie is a Non-Executive Director,

Senior Independent Director and

Audit Chair of both Workspace

Group plc and Foxtons Group

plc. Rosie is also a Non-Executive

Director and Chair of the Audit

Committee of Paypoint plc.

Rosie is a Chartered Accountant

and a former Audit Partner at

PwC, with over 30 years of

audit experience across multiple

sectors within public and private

companies. She brings to

SThree extensive knowledge of

accounting and financial reporting,

risk management and governance.

Rosie Shapland

Independent Non-Executive

Director

Appointed: November 2025

Experience

Kate Danson joined SThree in

2021. She is responsible for leading

the provision of legal services,

as well as holding responsibility

for enterprise risk, business

integrity, health and safety and

insurance across the SThree

Group, and is the PLC Company

Secretary. Prior to joining, she

was General Counsel, Group at

Johnson Matthey plc, responsible

for leading the provision of legal

services across the global group

functions. She had previously

worked in a variety of senior global

roles within Johnson Matthey.

Kate brings a wealth of knowledge

and experience in complex global

legal, ethics and compliance,

business and risk management

issues. She is a qualified solicitor

and started her career in private

practice at the international law

firm Ince & Co.

Kate completed a degree at King’s

College London before studying at

the College of Law.

Kate Danson

Chief Legal Officer and

Company Secretary

Appointed: May 2021

Experience

Sanjeevan Bala was appointed to

the SThree Board, the Audit & Risk,

Nomination and Remuneration

Committees in April 2024.

Sanjeevan was appointed as

Employee Engagement NED

on 1 July 2025.

Sanjeevan is a Non-Executive

Director and the Designated

Workforce Engagement NED at

Bakkavor Group plc, Co-Chair of

the Chief Data and AI Office Board

at Evanta, a Gartner Company and

on the Advisory Board of DataIQ.

He is also a guest lecturer at

INSEAD Business School where

he teaches applied AI to Global

MBAstudents.

Sanjeevan has extensive

experience driving customer-

centric technology transformation,

having most recently been

responsible for driving the digital

data and AI transformation of

the UK’s largest commercial

broadcaster and media company,

ITV plc as the Group Chief Data

and AI Officer. Prior to this,

Sanjeevan was Head of Data

Science at Channel 4 and held

senior roles at Dunnhumby,

a global leader in Customer

Data Science. Sanjeevan has

successfully operated across a

range of sectors including media,

retail, financial services, digital

marketplaces and telecoms.

Sanjeevan Bala

Independent Non-Executive

Director and Employee

Engagement NED

Appointed: April 2024

A RN A RN A RN

Committee membership

Audit & Risk Committee Nomination Committee

ChairRemuneration Committee

SThree plc Annual Report and Accounts 2025 sthree.com

The Board continues to shape and

develop our culture with a focus on

diversity and inclusion, and we have

maintained oversight of the Group’s

initiatives in this important area.

James Bilefield Chair

Chair’s Governance statement

Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Governance ReportStrategic Report

Chair’s Governance

statement

I am pleased to introduce SThree plc’s

Corporate Governance Report for the

financial year ended 30 November 2025.

Key governance and oversight

activities since my last report:

– Monitoring, assessing and tracking

progress on People and Culture

matters to ensure behaviours,

policiesand practices remain

alignedwith the Company’s purpose,

values and strategy.

– Maintained strategic prioritisation,

including close monitoring of the

progress and implementation of

our TIP and considered its impact,

both in terms of the maturity of

our technology infrastructure

and its measurable impact across

thebusiness.

– Considered and approved the

proposal for a £20 million share

buyback programme, which

commenced in December 2024.

– Monitored performance across sales

cohorts and reviewed the global

talent strategy, ensuring alignment

with long-term business needs and

future workforce planning.

– Refreshed Board composition,

welcoming Paula Coughlan and Rosie

Shapland as Non-Executive Directors,

bringing valuable experience in global

transformation, organisational design,

financial reporting, risk management

and governance.

– Continued monitoring of ESG and

DE&I metrics and initiatives.

– Reviewed progress towards gender

and ethnicity representation targets

for senior leadership, reinforcing our

commitment to inclusive leadership.

– Considered the recommendations

within the UK Government’s

Ministerial letter on cyber security,

received a briefing from the

Chief Operating Officer on cyber

security, and considered the output

and recommendations of a crisis

management exercise focused on

cyber security. Further briefings are

planned for the New Year.

– Reviewed and approved the strategy

and business case for agentic

AI, supporting innovation and

responsible technology adoption.

– Engaged directly with investors

through calls and meetings,

incorporating feedback into

Boarddiscussions.

– Progressed actions arising from

the 2024 Board effectiveness

review, including conducting an

internally facilitated evaluation to

support continuous improvement in

Boardperformance.

– Held Board engagement sessions

with employees, including

opportunities for selected individuals

to attend part of a Board meeting and

share their perspectives.

– Considered the circumstances

that led to technical issues relating

to the share buyback programme

and previous payment of dividends

to shareholders, and convening a

General Meeting of shareholders to

remedy the matter.

Compliance with the UK

Corporate Governance

Code 2018

The Board considers that the

Company has applied the principles

and complied with the provisions of

the Code throughout the year ended

30 November 2025. The Board is

now reviewing the revised Corporate

Governance Code, which will take

effect from FY26, and is committed

to ensuring full compliance with

itsprovisions.

Further reading: Read my introduction to

strategy on pages 08–09.

SThree plc Annual Report and Accounts 2025 sthree.com

Chair’s Governance statement continued

Dear Shareholder,

It is my responsibility as Chair

to ensure that the Group

upholds strong corporate

governance and that the

Board remains effective in

its role. This involves making

sure that both the Group

and the Board act in the best

interests of our stakeholders

and that the Board fulfils

its responsibilities with

diligence. A key part of this

is fostering a constructive

Board dynamic and ensuring

that all significant matters

– particularly strategic

decisions – are given the time

and attention they require

during Board meetings.

Since my last report there have been

changes to the Board composition.

In April 2025, we welcomed Paula

Coughlan as a new Non-Executive

Director. Paula has extensive experience

in managing global transformation

programmes and in organisational

design. In June 2025 we bid farewell

to Denise Collis, who retired after nine

years’ service on the Board.

In November 2025, we welcomed Rosie

Shapland to the Board as a new Non-

Executive Director. Rosie brings extensive

expertise in accounting, financial reporting,

risk management, and governance. In

December, Elaine O’Donnell, who joined

the Board in 2022 and served as Non-

Executive Director and Chair of the Audit &

Risk Committee, stepped down from the

Board. I would like to thank Elaine for her

contribution and commitment during her

tenure. To ensure continuity, Rosie worked

closely with Elaine ahead of her departure

and has now assumed the role of Chair of

the Audit & Risk Committee.

SThree has always been guided by

core business principles, driven by

a commitment to delivering value

as a talent partner and contributing

positivelyto society.

Our purpose and culture underpin our

focus on long-term performance and

reflect our respect for all stakeholders –

including clients, candidates, employees,

suppliers, and communities – whom

we regard as essential partners in

ourbusiness.

Throughout the year, we have continued

to strengthen our approach to

stakeholder engagement, as detailed

in the Strategic Report. In parallel, the

Board has deepened its oversight of our

ESG efforts. While the ESG Committee

remains a management-led body chaired

by the Chief Executive, Non-Executive

Directors continue to attend meetings on

a rolling basis, ensuring broader Board

involvement. This enhanced focus is

further supported by the introduction of

a dedicated quarterly ESG agenda item

at Board meetings.

As disclosed in our interim results in

July 2025, we became aware of certain

technical issues in respect of the

Company’s procedures for the payment of

the interim and final dividends, which were

paid to shareholders in December 2024

and June 2025 respectively; and technical

issues relating to the purchase of the

Company’s own shares during the period

December 2024 to May 2025. Upon

being made aware of the issue, the Board

and Audit & Risk Committee carefully

considered the circumstances that had

led to the technical issue and processes

required to reduce the likelihood of such

anissue arising in the future.

While the Company followed its

usual internal processes ahead of the

paymentof the dividends and the

commencement of the Company’s

share buy back programme, to check

the sufficiency of the Company’s

distributable reserves by reference to

the Company’s audited accounts for

the financial year ended 30 November

2024, the Board subsequently became

aware that certain reserves had been

incorrectly identified as distributable

when, under the Companies Act 2006,

they were notavailable for distribution.

This arose from a misinterpretation of

which reserves within the Company’s

balance sheet were legally distributable,

including reserves relating to

share-based payments.

As a result, the Company did not have

sufficient distributable reserves at the

time the relevant distributions were

made. Despite there being ample

distributable reserves available in the

Group as a whole at all relevant times,

the distributions were not made in

accordance with the Companies Act.

Steps were immediately taken to arrange

for sufficient dividends to be paid to the

Company by its subsidiaries and we then

put in place steps to rectify the defective

distributions. This included considering

and approving interim accounts which

were then filed at Companies House,

and the convening of a General Meeting

at which shareholders were asked to

consider passing a Special Resolution to

remedy the matter. I am pleased to report

that 99.98% of the shareholders that

voted were in favour oftheresolution.

As Chair, I have had the pleasure of

visiting a number of our offices this

year. In March, the Board, together with

our Executive Committee, visited our

Glasgow office and held an all-employee

townhall meeting as well as spending

time with the local management team

and senior leaders.

In September, the Board had the pleasure

of visiting our vibrant German business.

I have also had the opportunity to visit a

number of sites, including Amsterdam,

Brussels and Houston, spending time

with both management and our broader

employee population.

The Board continues to shape and develop

our culture with a focus on diversity

and inclusion and we have maintained

oversight of the Group’s initiatives in this

important area. Further information on

diversity and gender pay can be found in

the Strategic progress section.

Finally, I would like to take this opportunity

to thank all of our stakeholders for their

support during this year. I, along with

the Board, am available to respond to

any questions on this report or any of

our activities both now and at the 2026

Annual General Meeting.

James Bilefield

Chair

23 February 2026

Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Governance ReportStrategic Report

SThree plc Annual Report and Accounts 2025 sthree.com

Our Board at a glance

Governance Framework

Board and Committee structure

SThree plc Board of Directors

Chaired by James Bilefield

Audit & Risk

Committee

Chaired by

Rosie Shapland

Remuneration

Committee

Chaired by

Imogen Joss

Nomination

Committee

Chaired by

James Bilefield

Disclosure

Committee

Chaired by the

Chief Legal Officer and

Company Secretary

Executive Committee

Established under the authority of the Chief Executive Officer

Chaired by Timo Lehne

Group Risk

Committee

Chaired by the

Chief Legal Officer and

Company Secretary

ESG

Committee

Chaired by the

Chief Executive Officer

Finance and

Administration

Committee

Chaired by the

Chief Financial Officer

Board Committees

Other Committees

Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Governance ReportStrategic Report

Skills Matrix

Skill AreasExperience

Sector Technology,

Publishing,

Financial

Services

Staffing,

Professional

Services

Events

Services,

Marketing

Services and

Accountancy

Business

Information,

Professional

Services

Media, Retail,

Financial

Services,

Health,

Education,

Telecoms

Consumer,

Retail,

Ecommerce

Professional

Services,

Real Estate,

Consumer

and Industrial

Products

International UK, US,

Europe

UK, US,

Europe, Asia

UK, US,

Europe,

Middle East,

Asia

UK, Europe,

Middle

East, North

America,

APAC

UK, North

America,

Europe,

APAC

UK, Europe,

North

America,

Australasia

UK, Europe,

US, Asia

Strategy &

Transformation

Finance

Risk Management

People & Culture

Marketing

Tech & Cyber

Security

Data

ESG/Responsible

Business

Commercial

James Bilefield Timo Lehne Andrew Beach Imogen Joss Sanjeevan Bala Paula Coughlan Rosie Shapland

SThree plc Annual Report and Accounts 2025 sthree.com

Roles and responsibilities

Chair

– Leads the Board in fostering

a culture of mutual respect,

openness, constructive debate

and challenge.

– Promotes open communication

and collaborative working

relationships between Executive

and Non-Executive Directors.

– Encourages Executive

Directorsto be responsive to

constructive challenge from

Non-Executive Directors.

– Maintains effective

communication with

shareholders and conveys

theirviews to the Board.

– Facilitates the Board’s

engagement with the

workforce, customers

and otherstakeholders,

particularlyinrelation to

principaldecisions.

– Works with the Company

Secretary to set the Board’s

agenda and allocate sufficient

time for discussion.

– Supports constructive Board

discussions by providing

high-quality, accurate and

timelyinformation.

Non-Executive Directors

– Scrutinise management’s

performance against agreed goals

and objectives and monitor how

that performance is reported.

– Assess the integrity of the

Group’s financial information and

review the effectiveness of risk

management and internal controls.

– Bring independent judgement

and a broad range of experience

to Board deliberations.

– Provide constructive challenge

to shape strategic proposals

andsupport objective

decision-making.

– Support the Chair and Executive

Directors in promoting and

embedding the Company’s

culture, values and standards

across the Board and the

widerorganisation.

– Determine appropriate

levelsofremuneration for

Executive Directors.

– Play a key role in the

appointment, removal and

succession planning of

ExecutiveDirectors.

Senior Independent

Director

– Acts as a sounding board for

the Chair and serves as a focal

point and intermediary for Non-

Executive Directors when needed.

– Raises and considers significant

issues not addressed by the

Chair or executive management,

maintaining regular dialogue with

the Chair on matters affecting

the Board and the Company.

– May intervene directly or work

with others to help resolve issues

that could impact the stability of

SThree or its Board.

– Is available to shareholders

with unresolved concerns or

where normal channels may

beinappropriate.

– Leads the annual appraisal of

theChair’s performance.

– Plays a key role in ensuring

an orderly process for the

appointment of the Chair.

Chief Financial Officer

– Manages the Group’s

Financefunction.

– Leads finance activities,

including financial risks, controls,

funding arrangements and

Investor Relations.

– Supports the Chief Executive in

delivering the corporate strategy.

– Contributes to the oversight

of the Group’s operations and

activities beyond the Finance

function as a Board Director.

Chief Executive

– Oversees the day-to-

day management of the

Group’soperations.

– Implements the Group’s strategy

as approved by the Board.

– Applies Group policies and

promotes the Company’s culture

and governance standards.

– Holds broad authority from the

Board to run the Company and is

accountable for its performance.

– Reports to the Board on

operational and strategic progress.

– Plays a key role in shaping and

reviewing strategy.

– Communicates the views

of Executive Directors

and the workforce to the

Board in a balanced and

constructivemanner.

– Operates within a clearly defined

division of responsibilities

from the Chair, as set out in a

writtenstatement.

Company Secretary

– Reports to the Chair on Board

governance matters and works

collaboratively to review and

enhance governance processes.

– Advises the Board and keeps it

informed of legislative, regulatory

and governance developments.

– Supports effective information

flow within the Board, its

Committees and between

seniormanagement and

Non-Executive Directors.

– Facilitates Board

inductions and assists with

professionaldevelopment.

– Provides advice, services and

support to all Directors.

Financial Statements

sthree.com SThree plc Annual Report and Accounts 2025

Introduction Governance ReportStrategic Report

Our Board

The Board has established various

Committees, each with clearly defined

Terms of Reference, procedures and

powers. The Terms of Reference for

the Audit & Risk, Remuneration and

Nomination Committees are reviewed

regularly and are aligned closely with the

UK Corporate Governance Code. They

are available at www.sthree.com.

Throughout the year, the Board held

its scheduled meetings, along with a

dedicated strategy session and ad-hoc

meetings as needed. The number of

scheduled Board meetings held, and

attendance at each, is set out in the table

below. All Directors attended the Annual

General Meeting and attendance at each

of the Committee meetings can be found

in the Nomination, Audit & Risk and

Remuneration Committee reports.

Each Committee operates under clearly

defined Terms of Reference, procedures

and delegated powers. These Terms

of Reference are reviewed regularly to

ensure alignment with the UK Corporate

Governance Code and are available at

www.sthree.com.

Should Directors be unable to

attend meetings due to unavoidable

commitments, full Board packs are

distributed and separate dialogue held

with the Chair on all matters of relevance.

Further details of each Committee are

contained in the Nomination, Audit &

Risk and Remuneration Committee

sections of this Annual Report

andAccounts.

Composition of the Board

The Board comprises a balance

of Executive and Non-Executive

Directors who bring a wide range

of skills, experience and knowledge

to its deliberations. The Non-

Executive Directors fulfil a vital role

in corporate accountability and have

a particular responsibility to ensure

that the strategies proposed by the

Executive Directors are fully discussed,

constructively challenged and critically

examined, not only in the best long-term

interests of shareholders, but to also take

account of the interests of customers,

employees and other stakeholders.

The Non-Executive Directors are all

experienced and influential individuals

and through their mix of skills and

business experience, they contribute

significantly to the effective functioning

of the Board and its Committees. This

ensures that matters are fully debated

and that no one individual or small group

dominates the decision-making process.

Directors bring a broad range of

experience across various industry

sectors relevant to the Group’s business.

Each member brings independent

judgement to bear in the interests of

the Company on issues of strategy,

performance, resources and standards

of conduct. The Board is appropriately

sized to meet the needs of the business

and members have an appropriate and

varied range of skills, vital to the success

of theGroup.

The composition and performance

of the Board and its Committees are

evaluated at least annually to ensure the

appropriate balance of skills, expected

time commitment, knowledge and

experience. The Directors can therefore

ensure that the balance reflects the

changing needs of the Group’s business

and is refreshed if necessary. Board

members feel a strong cultural affinity

with the Group, engaging fully as a

committed team and in a wide variety

of activities with our employees around

the globe, whether it be an office visit, or

presentation by management.

The Nomination Committee report

gives further information on activity in

this regard, including changes in Board

composition, succession planning and

diversity and inclusion activity.

Excluding the Chair, the Non-Executive

Directors, who comprise more than

half the Board, are determined to be

independent in character and judgement,

with no relationships or circumstances

that might have affected, or appeared to

affect, their judgement. The Board has a

Non-Executive Chair, who is not classed

as independent because of his position

but who met the independence criteria

set out in the Code on appointment.

The role of the Board

Our Board provides leadership to the

Company and sets the direction for

management. It is collectively responsible

and accountable to our shareholders for

the long-term sustainable success of the

Group – generating value for shareholders,

contributing to wider society and ensuring

the Group is appropriately managed

and operates responsibly, with effective

controls, as it pursues its objectives.

The Board reviews the performance

of management and the operating

and financial performance of the

Group as a whole. In particular, the

Board is responsible for establishing

the Company’s purpose and values

and setting strategy, determining risk

appetite, ensuring appropriate risk

management and internal controls are

in place, ensuring good governance,

decision-making and promoting the

desired culture. The Board also ensures

that plans are in place for orderly

succession for appointments to the

Board and to senior management, so as

to maintain an appropriate balance of

skills and experience within the Company

and on the Board.

In order to carry out its work, the Board,

which usually meets formally eight

times a year, agrees an annual agenda

plan to ensure all necessary matters

are covered and to allow sufficient time

for debate and challenge. In particular,

the Board has sought to ensure there

is sufficient time to discuss strategy so

that the Non-Executive Directors have a

good opportunity to challenge and help

develop strategy proposals. The Board

also takes time to review past decisions.

Board and Committee

attendance

Director

Scheduled

Board

meetings

attended

James Bilefield 8/8

Timo Lehne 8/8

Andrew Beach 8/8

Imogen Joss 8/8

Elaine O’Donnell 8/8

Sanjeevan Bala 8/8

Paula Coughlan 6/6

Rosie Shapland 1/1

Denise Collis 3/3

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100

At its meetings, the Board receives and

considers papers and presentations

from management on relevant topics.

Effective review and decision-making

are supported by providing the Board

with high-quality, accurate, clear and

timely information, including input from

experts and independent advisers where

necessary. The Board seeks to work at all

times in the best interest of SThree plc

and its stakeholders.

Certain powers are delegated to

the Nomination, Audit & Risk and

Remuneration Committees, with details

of the roles and responsibilities of these

Committees being set out under the

relevant sections of this report.

Division of responsibilities

To facilitate more efficient working

practices, there are agreed Terms

of Reference for the Board’s main

Committees and for the Group’s

management committees, including

an Executive Committee, a Disclosure

Committee, a Group Risk Committee,

an ESG Committee, and a Finance

and Administration Committee, all of

which provide a clear framework of

delegatedauthorities.

The Board is responsible to shareholders

for the proper management of the

Group and has identified key financial

and operational areas that require

regular reporting, and which enable the

performance of senior management to

be reviewed and monitored. These are

set out in a schedule of matters reserved

for the Board, which is reviewed on a

regular basis.

The schedule sets out matters requiring

specific Board approval, including

the Group’s strategy, operating plans,

annual budget, the Annual Report and

Accounts, the Interim Report, trading

updates, major divestments and capital

expenditure, meaningful acquisitions

and disposals, the recommendation of

dividends and the approval of treasury,

tax and risk management policies.

The schedule facilitates structured

delegation, subject to certain financial

limits, and provides a practical

framework for executive management

and reporting, which seeks to achieve

the objectives of maintaining effective

financial and operational controls, whilst

allowing appropriate flexibility to manage

the business.

The current schedule of matters

reserved for the Board is available

on the Company’s website and has

been incorporated into our Corporate

Governance Framework.

Information and support

Board and Committee meeting papers

are circulated well in advance of the

relevant meeting. Where a Director

is unable to attend, they receive

the full set of papers and have the

opportunity to comment on the matters

underdiscussion.

The Company Secretary helps to ensure

information flows between the Board and

Committees, as well as senior individuals

across the Group and Non-Executive

Directors, and appropriately advises the

Board on governance matters.

Directors have access to the advice and

services of the Company Secretary, who

is responsible to the Board for ensuring

that its procedures are complied with

and to assist in arranging any additional

information as required. The appointment

and removal of the Company Secretary is a

matter reserved for the Board as a whole.

Directors are entitled to obtain

independent professional advice

at the Company’s expense, on the

performance of their duties as Directors.

All Committees are serviced by the

Company Secretary’s team and are

appropriately resourced.

Section 172 duties, including link

to purpose, values and culture

Directors must act in the way they

consider, 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 have regard

(amongst other matters) to the:

– likely consequences of any

decisionin the long term;

– interests of employees;

– need to foster business relationships

with suppliers, customers and others;

– impact of operations on the

community and the environment;

– desirability of maintaining a

reputation for high standards

ofbusiness conduct; and

– the need to act fairly as

betweenmembers.

As a purpose-driven organisation,

thisalso drives our approach to values

and culture to help deliver on our

strategy. Board and Committee meeting

attendees are reminded of these duties

at the start of each meeting, including

considering the long-term impact of

decisions, whilst aiming to uphold the

highest standards of governance.

The issues, factors and stakeholders

that the Board considers relevant to

complying with Section 172 are set

outinthe Section 172 statement.

Engagement with shareholders

and constructive use of our AGM

As a listed plc, engagement with

shareholders is given a high priority

as part of a comprehensive Investor

Relations programme. The Company

produces Annual and Interim Reports for

shareholders and the Company’s website

contains up-to-date information on the

Group’s activities, investor presentations

and published financial results.

There are regular meetings with

institutional shareholders and analysts

following key trading updates and

throughout the year on an ad-hoc basis,

whilst ensuring that price-sensitive

information is released consistently and

at the same time to all, in accordance

with best practice market rules.

There is also dialogue on specific issues,

which this year included business

performance and general governance

matters. In between trading updates,

there is continued dialogue with the

investor community by meeting key

investor representatives, holding

investor roadshows and participating

in conferences. Investor sentiment is

regularly relayed to the Board, whilst

meetings between management and

debt providers, principally the Company’s

banks, also take place periodically.

The Chair, Senior Independent Director

and other Non-Executive Directors are

available to discuss governance, strategy

or other issues or matters of concern that

have not been, or cannot be addressed

through the Executive Directors. The

Chair and Company Secretary offer

separate investor meetings to discuss

governance matters ahead of the AGM.

Our Board continued

Financial Statements

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Introduction Governance ReportStrategic Report

Views of analysts, brokers and

institutional investors are sought on

a non-attributed basis via periodic

sentiment surveys and these, as well as

regular analyst and broker publications,

are circulated to all Directors to ensure

they develop a full understanding of the

views of shareholders.

Any issues or concerns are raised and

discussed by the Board, and Directors

routinely receive regular reports on share

price, trading activity and sector updates.

The Board views the AGM as an

opportunity to communicate with

private and institutional investors alike

and welcomes active participation. The

Company proposes a separate resolution

on each substantially separate issue and

the proxy appointment forms for each

resolution provide shareholders with

the option to direct their proxy to vote

either for or against any resolution or to

withhold their vote.

The Company’s registrars ensure that all

valid proxy appointments received for the

AGM are properly recorded and counted,

and a schedule of proxy votes cast is

made available to shareholders attending

the meeting. There is also full disclosure of

the voting outcome via the London Stock

Exchange and on the Company’s website

as soon as practicable after the AGM.

All Board members attended the AGM and

the Chairs of the Audit & Risk, Nomination

and Remuneration Committees are

available to answer questions. The Notice

of AGM is posted at least 20 working days

prior to the date of the meeting and the

Company’s website contains copies of all

Notices issued.

Engagement with employees

andstakeholder influence in

decision-making

The Board is committed to engaging

with employees to assess and monitor

culture and ensure the desired culture

is effectively embedded, together with

gaining a broad understanding of the

challenges and issues employees face.

On a rolling cycle, the Board engages

with employees from one region

aheadof a Board meeting, without

Executive Directors present.

These meetings are designed to

coordinate with Board reviews for the

relevant region, to enable a holistic

understanding of the experience of our

people in the workplace, in addition to

the strategic and operational perspective

of regionalmanagement.

Across the year, the Board has therefore

met collectively with employee groups

from a number of our key markets,

including Japan, Germany, the

Netherlands, the UK, Spain and the US.

Following the resignation of Denise

Collis, in July 2025 Sanjeevan Bala

was appointed as the designated NED

responsible for employee engagement,

to gather views from employees and

ensure that these are brought into

theboardroom.

In carrying out this role, Sanjeevan has

met with a diverse range of employees,

at all levels of seniority, whilst also

engaging with Group and local HR

teams. See the separate ‘Employee

engagement’ section for details on

Sanjeevan’s engagement with employees

across the SThree Group during the

course of 2025.

To ensure the continuing success of

the Group in setting strategy, making

decisions and addressing principal risks,

key stakeholders are considered as part

of the business model and value chain.

The Board’s annual programme,

reviewed each year, is designed to

ensure the voice of each stakeholder

group is heard, either directly (e.g.

by inviting customers to meet Board

Directors) or indirectly (e.g. through

independent surveys or management

reports). The Board oversees and

challenges the executive on stakeholder

engagement and its influence on strategy

by including appropriate direct or

independent assessments (e.g. investor

or client/customer survey feedback); it

also ensures appropriate stakeholder

management processes are in place

(e.g. by facilitating escalation procedures

and complaints/grievance mechanisms

(such as whistleblowing)) which are also

appropriately reviewed or investigated,

as needed.

SThree plc Annual Report and Accounts 2025 sthree.com

102

Employee engagement

When the market is constrained for long

periods of time, you absolutely rely on

colleagues, their behaviour and the culture.

We have performed well given the wider

market conditions and that’s a testament to

colleagues’ engagement with the brand and

the organisation, and their desire to continue

to do great work.

Sanjeevan Bala Independent Non-Executive Director and Employee Engagement NED

Financial Statements

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Introduction Governance ReportStrategic Report

The context has not been easy. This

has been one of the most challenging

markets our sector has faced since the

financial crisis. Yet, in that environment,

our colleagues have shown remarkable

resilience, professionalism and belief

in what SThree stands for. Their

commitment and adaptability have

enabled the business to maintain its

position while continuing to invest in

thefuture.

Over the past year, engagement

has played a vital role in helping the

organisation move through change.

Through direct conversations,

regional sessions and structured

feedback, colleagues have shared

open and constructive views that have

informed Board discussions and led to

tangibleaction.

Several themes emerged from the

employee focus group feedback and

were reported to the Board across the

year. It was encouraging to hear that

continued progress was being made

embedding the values which are highly

visible and becoming recognised as an

important factor in career progression.

It was also good to see that we have a

culture where employees feel they can

voice constructive feedback and point

out challenges. One recurring theme

was the pressure experienced by our

operations teams in Glasgow as TIP

increased their workload as productivity

in our front-office functions improved.

In response, our CFO and COO spent

extended time on site, working with

teams to understand their challenges and

rebalance workflows – a clear example

of feedback leading directly to action.

We also heard concerns about change

fatigue, prompting the Board to

sequence transformation activities more

carefully and reinvigorate communication

around the purpose and benefits of TIP.

As trading conditions tightened,

feedback reaffirmed the importance

of in-person collaboration to maintain

consistency, share learning and improve

performance. Feedback also showed that

encouraging colleagues back into offices

has helped re-embed the positive sales

behaviours that underpin our culture.

Looking ahead, the rapid emergence

of artificial intelligence will further

reshape our business and our industry.

I firmly believe that this next phase of

transformation will be driven not by

technology alone, but by people: by how

we engage, equip and empower our

colleagues to make change real. Their

insight and commitment remain our

greatest source of strength.

Sanjeevan Bala

Non-Executive Director for

EmployeeEngagement

Beyond TIP rollout

to adoption

This has been a pivotal year for employee engagement

at SThree, and my first as the Board’s Non-Executive

Director responsible for this area. I have been struck by

how deeply engagement is embedded in our culture and

how central it has become to delivering our strategy.

With the TIP now moving from rollout into its embedding

phase, our focus has shifted decisively from systems to

people; from implementation to adoption, leadership and

behaviouralchange.

Focus groups held:

– March: London Core

Functions

– May: London Sales

– June: Glasgow Core

Functions

Regional Management TIP

progress meetings with

Main Board:

– January: MENA

– April: UK

– July: Netherlands and Spain

– September: Germany

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104

Employee engagement continued

You said We did

The rollout of TIP created

extra workload for our Core

Services teams in Glasgow.

Senior leaders, including our CFO and COO, worked on site to streamline processes and rebalance

responsibilities, ensuring the full productivity benefit of TIP is shared across functions.

The pace of change

feelsintense.

We sequenced transformation projects more carefully and refreshed internal communications to

reinforce the purpose and outcomes of change.

Market conditions are

a challenge and there’s

continued need for upskilling.

We introduced a focused Aftercare plan, including competency assessments and additional support

for sales colleagues, through regional L&D teams. We launched a monthly Sales Leadership call,

fostering collaboration, sharing best practice and celebrating success. This is complemented by

the CSO’s weekly performance email and regular video updates, ensuring messaging reaches all

salescolleagues.

Communications could be

more engaging.

We shifted to shorter-form content, increased people-led storytelling and launched initiatives like

the strategy-focused video series with the CEO and SThree TV, replacing underperforming global

town halls. Regional town halls have also been redesigned. In FY26, we will introduce Viva Engage

to meet demand for internal social media.

We value in-person

collaboration.

We encouraged teams to return to offices to re-embed positive sales behaviours, strengthen

consistency and sustain performance culture.

Financial Statements

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Introduction Governance ReportStrategic Report

James Bilefield Chair

Nomination Committee

Committee meetings held

Attendance table

James Bilefield (Chair) 2/2

Denise Collis 1/1

Elaine O’Donnell 2/2

Imogen Joss 2/2

Sanjeevan Bala 2/2

Paula Coughlan 1/1

Rosie Shapland 1/1

Further reading: Full biographies are available on pages 90 and 91.

SThree plc Annual Report and Accounts 2025 sthree.com

106

Dear Shareholder,

I am pleased to present the

Nomination Committee

report, which outlines the

Committee’s activities

during the year in

accordance with the UK

Corporate Governance

Code(‘the Code’).

SThree’s purpose is to bring skilled people

together to build the future. This future-

focused and long-term approach also

underpins the work of the Nomination

Committee, which continually reviews

the composition of the Board and ensures

robust succession planning to support the

delivery of our strategy and safeguard the

Company’s long-term success.

Since my last report, there have been

a number of changes to the Board’s

composition. Denise Collis, who served on

the Board since July 2016, retired and did

not seek re-election at our Annual General

Meeting (AGM) in April 2025, concluding

a distinguished nine-year tenure. Imogen

Joss, an experienced Remuneration

Committee Chair, succeeded Denise as

both Senior Independent Director and

Chair of the Remuneration Committee.

Immediately following the AGM, we

welcomed Paula Coughlan as an

Independent Non-Executive Director.

Paula brings extensive experience in

global transformation programmes and

organisational design.

In November 2025, we welcomed Rosie

Shapland to the Board as an Independent

Non-Executive Director. Rosie brings

extensive expertise in accounting,

financial reporting, risk management,

and governance.

Both these appointments followed a

comprehensive, externally facilitated

recruitment process, utilising Korn Ferry

and Odgers respectively. A role profile was

developed and provided to the external

recruitment agencies who provided a

longlist of diverse candidates, assessed

against defined criteria. Members of the

Board interviewed shortlisted candidates

and, following a thorough evaluation of

their experience and capabilities, the

Nomination Committee recommended

theappointments to the Board.

Nomination Committee report continued

Other than acting as advisers to the

Remuneration Committee, Korn Ferry have

no other connection to the Group. Odgers

have no other connection to the Group.

Elaine O’Donnell, who joined the Board in

2022, stepped down as Non-Executive

Director and Chair of the Audit & Risk

Committee at the end of December 2025.

I would like to express my appreciation

to Elaine for her significant contribution

and dedication during her tenure. Rosie,

an experienced Audit Committee Chair,

worked closely with Elaine in the run up to

Elaine’s departure to ensure a smooth and

effective transition, and she assumed the

role of Chair from 1 January 2026.

Director tenure and independence was

reviewed as part of the annual Board

Review. No Director’s tenure exceeded

the recommended nine years, and it was

concluded that each Non-Executive

Director (NED) remained independent.

The Committee is aware that by

September 2026 I will have served on

the Board for nine years. Appropriate

succession planning has commenced

and an updatewill be provided in

duecourse.

Summary of Terms of Reference

The Committee’s Terms of Reference are,

broadly, to regularly review the structure,

size and composition (including the skills,

knowledge, experience and diversity) of

the Board, make recommendations with

regard to any changes and to review

and prepare relevant job descriptions

for new appointees, as well as ensuring

the continuing development of, and

adequate pipeline into, the Executive

Committee for succession and bench

strength purposes.

Summary of core Committee

activities carried out since

lastreport:

– Oversaw the Board and senior

management succession plans.

– Oversaw the composition and

effectiveness of the Board and

Committees, with a focus on

internal talent.

– Oversaw the search, and

recommended the appointment of

two new Non-Executive Directors.

– Considered Chair succession.

Selection and induction of

Paula Coughlan

As part of the Committee’s

succession planning, the Chair led

the search for a new Non-Executive

Director to replace Denise Collis.

Paula Coughlan was recruited in

2025, joining the Board after the

AGM held on 19 April 2025.

Upon appointment to the

Board, each Director engages

in a comprehensive induction

programme which is tailored to

theirindividual needs. Paula’s

programme included:

– initial meetings with fellow

Directors for discussion of

keymatters;

– meetings with Executive

Committee members with

responsibilities for key regions

and countries;

– meetings with the Chief Legal

Officer and Company Secretary

covering an overview of legal

framework applicable to

directors of UK-listed companies,

and an overview of SThree’s

products and services; and

– meetings with the Global

Managing Director of Marketing,

various senior representatives of

our commercial and sales teams.

In addition, key strategic, financial

and governance documents were

provided to Paula in an electronic

reading room.

1 Rosie Shapland’s induction is in progress; details will be included in the 2026 Annual Report and Accounts. Since Rosie’s appointment, her induction has included significant focus on the handover

of Audit & Risk Committee Chair, including meetings with Elaine O’Donnell, the Chief Financial Officer, senior members of the finance team, the Chief Legal Officer and external audit partner.

Succession planning and diversity

The Committee periodically reviews

Board composition to ensure that the

Code provisions regarding diversity,

over-boarding, Chair tenure and Audit

& Risk and Remuneration Committee

Chair experience are all complied with.

In November 2025, the Committee

considered Board membership and

the need to continually refresh the

composition of the Board on a gradual

basis, taking into account the length of

service of current Board members.

Financial Statements

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Introduction Governance ReportStrategic Report

All Directors are subject to annual

re-election, although Non-Executive

Directors are typically expected to serve

for an initial term of three years, which,

in normal circumstances and subject to

satisfactory performance/re-election at

each AGM, is automatically extended

annually. Non-Executive Directors will

normally serve no longer than nine years,

subject to review as part of the AGM

re-election process and their agreement.

The Company’s Articles of Association

also contain provisions regarding the

removal, appointment and election/

re-election of Directors.

I am pleased to confirm that we continue

to meet the FCA’s Board Diversity

target to have in excess of 40% women

representation on the Board and that

Imogen Joss, as Senior Independent

Director, is considered to hold a senior

Board position. As noted in the table,

we continue to meet the FCA’s target

ofhaving at least one Director from a

non-white minority ethnic background.

The Board is aware of the Parker Review

objective for FTSE 350 companies to set

a target for ethnic minority representation

at UK-based senior management level.

SThree is committed to achieving a

target of 18% of UK senior management

roles being held by individuals from an

ethnic minority by 2027.

The Board continues to monitor

management’s efforts to achieve its

short-term target of 40% of women

in leadership. The Group has a global

Diversity, Equity and Inclusion policy

which applies to everyone who works

at SThree, whether on a permanent or

temporary basis, in any of our businesses

worldwide, which was viewed and

refreshed before approval by the Board

in November 2025.

Board and executive management

gender and ethnicity metrics

The following metrics set out the range

of gender and ethnicity as they relate to

our Board and executive management

as at 30 November 2025. Executive

management is considered to be our

Executive Committee, which includes

our Chief Executive and Chief Financial

Officers. The process by which diversity

data was collected was, where permitted

by relevant laws, to contact relevant

individuals and ask them how they

identified using the categorisations

setout in the Listing Rules.

Board and executive management gender

Number

of Board

members

Percentage

of the Board

Number

of senior

positions on

the Board

(CEO, CFO,

SID and

Chair)

Number in

executive

management

Percentage

of executive

management

Men 4 50% 3 6 70%

Women 4 50% 1 3 30%

Not specified/prefer not

to say – – – – –

Board and executive management ethnic background

Number

of Board

members

Percentage

of the Board

Number

of senior

positions on

the Board

(CEO, CFO,

SID and

Chair)

Number in

executive

management

Percentage

of executive

management

White British or other

White (including minority-

white groups) 7 87.5% 4 9 100%

Mixed/Multiple Ethnic

Groups – – – – –

Asian/Asian British 1 12.5% – – –

Black/African/Caribbean/

Black British – – – – –

Other ethnic groups,

including Arab – – – – –

Not specified/prefer not

to say – – – – –

Commitment

For Board vacancies, the Nomination

Committee approves a detailed job

specification, which sets out the

indicative time commitment expected.

Potential director candidates are required

to disclose any significant outside

commitments prior to appointment and

must undertake that they have sufficient

time to meet these, in addition to

Company business.

Upon joining, each Director receives a

formal appointment letter which identifies

their responsibilities and expected

minimum time commitment, which is

typically two to three days a month.

These letters are available for inspection

at the Company’s registered office, or by

contacting cosec@sthree.com.

Development

At scheduled Board and Committee

meetings, Directors receive detailed

reports from management on the

performance of the Group or specific

areas of focus and responsibility.

Where we already held gender or ethnicity

data for executives, with consents in place

to use it for reporting on an anonymous

basis, we used that data.

The data is used for statistical

reportingpurposes and is provided

withconsent.

The data in the tables below is as at

30November 2025 and there have been

no changes in the period between then

and the date of this report.

Further information on gender balance

of those in senior management and their

direct reports can be found on page 34.

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108

Non-Executive Directors may visit the

Group’s sales offices or other locations

to engage directly with staff members

and other stakeholders from different

geographic regions, fostering dialogue

around current initiatives and enhancing

their understanding of the business.

Directors are aware of their

responsibilities and receive periodic

briefings on relevant regulatory, legal,

governance or accounting matters, as

required. Directors also attend external

seminars aligned with their roles.

Nomination Committee report continued

Non-Executive Directors also draw on

insights from their own professional

networks to support the management

team effectively. These practices

help to ensure the Board maintains a

strong understanding of the Group’s

operations, engages meaningfully

with senior management and remains

informed of its governance obligations.

Executive Directors are encouraged to

accept external appointments in order

to broaden their experience, although

currently no such positions are held.

Induction arrangements are tailored for

new appointments to ensure that these

are appropriate to each role, depending

on previous experience. Details of the

induction of Paula Coughlan are set out

on page 106.

Directors and other Senior Executives are

invited to attend analyst briefings and our

Investor Briefing Series of presentations.

As part of the annual Board evaluation

process, the Chair assesses any training

and development needs in respect of

individual Directors.

James Bilefield

Chair

23 February 2026

Board evaluation

Each year, the Board reviews performance and effectiveness, including that of its Committees and individual Directors,

toidentify areas for improvement and ensure it is well placed to provide constructive challenge.

In 2024 the review was externally facilitated by Manchester Square Partners. In 2025 the review was undertaken internally

bythe Chair and Company Secretary, and in relation to the Chair’s performance, by the Senior Independent Director.

The 2025 review was a formal and rigorous evaluation of the performance and effectiveness of the Board and its principal

Committees, with Committee Chairs overseeing the review of their respective Committees. The evaluation process involved

each Director considering a tailored questionnaire which included specific consideration of Board structure, meetings,

key responsibilities of the Board and/or Committee, its relationship with management, its priorities and changes which the

Directors believed would improve effectiveness. The review concluded that the Board operated effectively and that the

BoardCommittees discharged effectively their duties under their respective terms of reference.

Themes of the 2025 review included:

– Challenge presented by the current macro-environment and change fatigue;

– Relationships with Investors;

– Transformation and AI;

– Talent retention and competitiveness;

– Monitoring culture and behaviours;

– Reviewing decision-making effectiveness and lessons learned.

The key focus areas identified in the prior year and actions taken are set out below:

Actions arising from 2024 review Progress and insight

Ensuring the Board adequately hears the voice of the customer. Regular updates to the Board from regional leadership, incorporating

key customer case studies, with Board member attendance at

SThree client and candidate events.

Ensuring a clear Board succession plan is in place to meet the needs

of the Company.

Discussed regularly throughout the year.

Balancing oversight of current commitments with ensuring adequate

time is spent on longer-term strategic areas.

Reviewed and discussed regularly by the Board, including through

consideration of the Board forward planner to ensure the correct

focus and balance of time between topics on the agenda.

Monitoring, tracking and assessing progress on People and Culture. Continued area of focus and monitored throughout the year. Further

employee engagement initiatives will be built out.

Financial Statements

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109

Introduction Governance ReportStrategic Report

Rosie Shapland Chair

Audit & Risk Committee

Committee meetings held

Attendance table

Rosie Shapland (Chair) 1/1

Elaine O’Donnell 4/4

Sanjeevan Bala 4/4

Imogen Joss 4/4

Paula Coughlan 3/3

Denise Collis 2/2

Further reading: Full biographies are available on pages 90 and 91.

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Dear Shareholder,

As the newly appointed

Chair of the Audit & Risk

Committee, I am pleased

to present, on behalf of

the Board, its Audit & Risk

Committee report, prepared

in accordance with the UK

Corporate Governance

Code. This report

explains the Committee’s

responsibilities and how it

has delivered on these.

I assumed the role of Chair of the Audit

& Risk Committee on 1 January 2026,

succeeding Elaine O’Donnell. I would like

to acknowledge and thank Elaine for her

leadership of the Committee during her

time as Chair.

The Audit & Risk Committee assists

the Board in carrying out its oversight

responsibilities regarding the Company’s

financial and corporate reporting, risk

management and internal controls,

and in overseeing the relationship with

the external independent auditor. This

report sets out how the Committee

has discharged its responsibilities

during the year and, in relation to the

financial statements, the significant

issues it considered and how they

wereaddressed.

Significant focus is placed on

key accounting judgements and

estimates, which underpin the

financialstatements,namely:

1. Revenue recognition.

2. The impairment of investment in

subsidiaries in the parent Company

statement of financial position.

3. Provisions for recoverability of Trade

receivables and Contract assets,

otherwise referred to as ‘allowance

for expected credit losses (ECLs)’.

4. Accrual for the share-based payment

expense relating to the Growth

Incentive Plan.

5. Capitalisation of technology

development costs.

6. Adopting the going concern

basisof preparation for the

financialstatements.

Having reviewed the content of the Annual

Report and Accounts, the Committee

considers that, taken as a whole, it is fair,

balanced and understandable and provides

the information necessary for shareholders

to assess the Company’s and the Group’s

performance, business model and strategy.

In reaching this conclusion the Committee

considered the processes and controls in

place, including liaising as necessary with

external advisers and Committee Chairs.

Committee composition

andexperience

The Committee consists of Rosie

Shapland (Chair), Imogen Joss,

Sanjeevan Bala and Paula Coughlan.

Elaine O’Donnell was Chair of the

Committee until 31 December 2025.

Paula Coughlan was appointed as a

Director of the Company on 30 April

2025 and joined the Committee on

the same day. Denise Collis retired

as a Director and as a member of the

Committee on 30 June 2025. I was

appointed as a Director of the Company

on 27 November 2025 and joined the

Committee on the same day. As noted

above, I succeeded Elaine O’Donnell as

Chair of the Committee following her

resignation as a Director of the Company

effective 31 December 2025.

The Board is satisfied that as Chair, I have

extensive, recent and relevant financial

experience and that the Committee,

taken as a whole, is considered to have

appropriate sector knowledge in addition

to broad Board experience.

James Bilefield continues to attend

meetings by invitation, as does the Chief

Executive Officer, the Chief Financial

Officer, the Chief Legal Officer &

Company Secretary, the external auditor,

the Head of Internal Audit, the Global

Finance Director and the Head ofRisk.

The Committee’s

principalresponsibilities

– To monitor the integrity of the

Consolidated Financial Statements of

the Group and any announcements

relating to financial performance.

– To review the appropriateness of

accounting policies and practices,

and significant financial reporting

estimates and judgements.

– As requested by the Board, to advise

whether, taken as a whole, the

Annual Report and Accounts is fair,

balanced and understandable and

provides the information necessary

for stakeholders to assess the Group’s

performance, business model

andstrategy.

– To review the Group’s internal financial

controls, internal control and risk

management systems and reporting,

including supporting the Board in

overseeing risk management activity,

advising on risk appetite and assessing

any material control failures.

– To monitor and review the

effectiveness of the Group’s

InternalAudit function.

– To agree the external auditor’s

engagement terms, scope, fees

and non-audit services, to monitor

and review the external auditor’s

effectiveness and associated

independence and recommend

reappointment to the Board

andshareholders.

– To review arrangements by which

the Group’s employees may

raise concerns about possible

improprieties in financial reporting

or other such matters and ensuring

appropriate follow-up.

– To monitor and review the activities

and priorities of the Group’s risk

function and the Risk Committee.

– To assess procedures for detecting

fraud and preventing bribery.

– Where requested by the Board,

to advise on proposed strategic

transactions, including conducting

due diligence appraisals and focusing

on risk identification and mitigation.

Audit & Risk Committee continued

Financial Statements

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Introduction Governance ReportStrategic Report

Summary of core Committee

activities carried out during

the year:

– Approved the annual Committee

programme/cycle of work.

– Reviewed and recommended to the

Board the full and half-year financial

results for publication.

– Approved the external audit plan

andreviewed the audit results.

– Reviewed the performance,

independence and effectiveness

ofthe external auditors.

– Reviewed the risk management

and controls framework and its

effectiveness through oversight

and reporting from the Group Risk

Committee and Director of Risk,

including the control effectiveness

of operational risks across global

operations teams.

– Received updates with respect

to the Group’s preparedness for

compliance with the enhanced

internal control recommendations

under Provision 29 of the 2024 UK

Corporate Governance Code, which

are applicable for the Group from

FY27 onwards. A project is ongoing

to identify Material Controls and

ensure that the controls are properly

documented, reviewed, monitored

and enhanced where appropriate.

Updates will be presented to the

Committee during FY26.

– Considered the Code requirements

concerning fair, balanced and

understandable reporting.

– Reviewed the Company’s going

concern and long-term viability

statements, including the impact of

climate change on the business.

– Reviewed the output of Group Risk

Committee meetings.

– Conducted an annual review of

progress against the business

integrity areas forming part of

SThree’s compliance programme

and reporting on investigations

conducted in the course of the year.

– Considered new legislation and

governance developments relevant to

the role of the Committee.

– Recommended the Audit & Risk

Committee report for approval by

theBoard.

– Held discussions with the external

auditor and Head of Internal Audit

without management present.

– Approved the Internal Audit Charter,

the Internal Audit plan and reviewed

all reports/findings.

– Reviewed the effectiveness of the

Internal Audit function.

As described earlier in this Annual

Report, during the year the Board

became aware of certain technical issues

in respect of the payment of the interim

and final dividends, which were paid to

shareholders in December 2024 and

June 2025 respectively; and technical

issues relating to the purchase of the

Company’s own shares during the

period December 2024 to May 2025.

Upon being made aware of the issue,

the Committee and the Board carefully

considered the circumstances that had

led to the technical issue and processes

required to reduce the likelihood of such

an issue arising in the future.

While the Company followed its usual

internal processes ahead of the payment

of the dividends and the commencement

of the Company’s share buyback

programme, to check the sufficiency of

the Company’s distributable reserves

by reference to the Company’s audited

accounts for the financial year ended 30

November 2024, the Board subsequently

became aware that certain reserves had

been incorrectly identified as distributable

when, under the Companies Act 2006,

they were not available for distribution.

This arose from a misinterpretation of

which reserves within the Company’s

balance sheet were legally distributable,

including reserves relating to share-based

payments. As a result, the Company did

not have sufficient distributable reserves

at the time the relevant distributions

weremade.

Despite there being ample distributable

reserves available in the Group as

a whole at all relevant times, the

distributions were not made in

accordance with the Companies Act.

Steps were immediately taken to arrange

for sufficient dividends to be paid to

the Company by its subsidiaries and

we then put in place steps to rectify

thedefectivedistributions.

This included considering and approving

interim accounts which were then filed at

Companies House, and the convening of

a General Meeting at which shareholders

were asked to consider passing a Special

Resolution to remedy the matter. I am

pleased to report that 99.98% of the

shareholders that voted were in favour

oftheresolution.

In July 2025, before recommending the

payment of the Interim Dividend for the

current year, the Committee carefully

considered the affordability, cash

flow impacts and level of distributable

reserves. At its meeting in November

the Committee once again considered

these factors ahead of the payment

of that dividend, paid to shareholders

in early December 2025. The Group

is reviewing processes to ensure that

there is a regular cadence of dividend

flows throughout the year, to ensure

that there are sufficient distributable

reserves at a Company level to support

any dividend or share buyback before the

recommendation of anydistributions.

Monitoring the integrity of the

financial statements, including

significant judgements and

estimates and other financial

reporting matters

The Committee’s primary responsibility

is to monitor the integrity of SThree’s

financial reporting. This includes

assessing compliance with accounting

standards and internal control

procedures and ensuring that significant

judgements and sources of estimation

uncertainty are appropriately addressed

in the financial statements.

To discharge this responsibility, the

Committee reviewed and challenged

management’s application of key

accounting policies and considered

recommendations on significant

judgements and estimates, and other

financial reporting matters, and

concluded that these were appropriately

reflected in the financial statements.

The Committee also discussed these

matters with the external auditor during

audit planning and upon completion of

the audit. Further details are provided

in the Independent Auditor’s Report on

pages 146 to 154.

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112

A summary of the significant accounting judgements and estimates, and other financial reporting matters

considered by the Committee for FY25.

Matter considered Audit Committee action

Significant judgements and estimates

Revenue recognition

A degree of estimation is required to determine

revenue for services provided where timesheets

have not been received by the reporting date.

The key uncertainty relates to the calculation of

the shrinkage rate applied to Contract assets at

thereporting date.

– Reviewed management’s key assumptions in calculating the shrinkage rate for

Contract assets at the reporting date.

– Considered how management assessed current trading performance compared to

prior years, particularly in light of the Group’s strategic focus on Contract business.

– Concluded that the assumptions were appropriate.

Impairment of investments in SThree

plc’ssubsidiaries

The Group operates through subsidiaries in multiple

countries. In line with the accounting policy (note

11 Investments), management performs an annual

assessment to identify indicators of impairment for

SThree plc’s investments in its subsidiaries. Where

indicators exist, judgement is applied in estimating

recoverable amounts, based on the higher of ‘fair

value less costs of disposal’ and ‘value in use’.

During FY25, a profit downgrade triggered a more

detailed impairment review.

– Considered key judgements applied by management, including the use of

medium-term forecasts at Operating Unit Profit level for all trading operations.

– Evaluated the appropriateness of Operating Unit Profit as a key financial metric,

including allocation of central costs, when assessing the financial health of subsidiaries.

– Reviewed macro-economic trends affecting key trading subsidiaries.

– Considered updated trading forecasts following the Group profit downgrade and

assessed their impact on recoverable amounts.

– Agreed that significant headroom in recoverable amounts absorbed the impact of

reduced forecasts, resulting in no impairment.

Other financial reporting matters

Provisions for recoverability of

Tradereceivables and Contract assets

(allowanceforexpected credit losses (ECLs))

The allowance for ECLs is calculated using a four-

step process that considers historical collection

patterns, loss rates, and forward-looking factors

such as market conditions.

– Reviewed whether the methodology for determining loss rates, which drive the

value of the ECLs, was consistent with the approach applied in the prior year.

– Assessed the data sources used by management to identify clients with elevated

credit risk, including the continued appropriateness of the Dunn & Bradstreet

credit tool for identifying ‘severe’ or ‘high-risk’ ratings.

– Discussed with management the credit team’s knowledge of payment behaviours

and operational challenges in cash collection, which are critical to determining

loss rates and forward-looking adjustments.

– Evaluated management’s reports on macro-economic conditions, insolvency

trends, and cash collection patterns during FY25.

– Considered management’s judgements alongside the results of audit procedures.

– Concluded, following detailed discussions with management and the auditor, that

the ECL methodology remains appropriate and is fully aligned with IFRS 9 principles.

Audit & Risk Committee continued

Financial Statements

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Introduction Governance ReportStrategic Report

Matter considered Audit Committee action

Growth Incentive Plan

Awards under a new Growth Incentive Plan (GIP)

are subject to non-market performance conditions,

primarily net fees and operating unit profit

margintargets.

Calculation of the underlying share-based

payment charge involves estimation uncertainty as

achievement rates are reassessed at each reporting

date. This may affect both the timing and amount

of employee benefit expense recognition. Where

possible, management uses medium-term forecasts

(2–3 years) to estimate the likelihood of participants

meeting their targets by the vesting date. Where

reliable medium-term forecasts are unavailable,

management assesses current-year performance

and extrapolates it over the vesting period to

estimate progress against three-year targets.

– Reviewed the design of the GIP, including vesting conditions, settlement mechanisms,

and compliance with IFRS 2 Share-based payment transactions requirements.

– Evaluated management’s methodology for estimating the share-based payment

charge, including assumptions used to assess progress against three-year targets.

– Reviewed the impact of current performance trends on expected vesting

outcomes and associated financial implications.

– Concluded that the accounting treatment and estimation methodology applied

were reasonable and in compliance with applicable accounting standards.

Capitalisation of technology

developmentcosts

During FY25, the Group commenced further

technical developments, including its Agentic

AI platform designed to enhance customer and

candidate engagement.

Management exercised judgement to assess

whether development activities satisfy

all recognition conditions under IAS 38

IntangibleAssets (IAS 38).

– Reviewed management’s judgement in determining which costs meet the

capitalisation criteria under IAS 38.

– Reviewed management’s analysis, including evidence of feasibility studies, Board-

approved project plans, resource allocation.

– Considered the methodology for tracking and measuring development costs

andthe expected economic benefits, including projected cost savings and

returnoninvestment.

– Following detailed discussions, concluded that management’s approach to

capitalising development costs is appropriate and consistent with IAS 38 and

theGroup’s capitalisation policy.

Adopting the going concern basis of

preparation of the financial statements

– Reviewed and challenged, where appropriate, the assumptions underpinning

management’s forecast models supporting the going concern and viability statements.

– Evaluated management’s robust assessment of principal risks, their potential

impact on liquidity and covenant compliance, and the mitigating actions in place.

– Assessed the appropriateness and relevance of the severe but plausible downside

case to confirm the Group would maintain adequate liquidity and comply with

bank covenants throughout the assessment period.

– Reviewed the reverse stress test performed by management, which identified the

circumstances that would cause the Group to breach its covenants or exhaust

liquidity. The Committee considered this analysis to provide additional assurance

that such scenarios were highly remote and that the Group’s financial position

remained resilient under extreme conditions.

– Concluded, after detailed review and discussion, that it is appropriate for the

Group to adopt the going concern basis in preparing the financial statements and

recommended that the Board approve the viability statement.

The above significant judgements and estimates relating to the financial statements, and other financial reporting matters, are

also set out in note 1 Basis of preparation and consolidation on page 161.

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114

External auditor

Responsibilities in relation to

externalauditor

The Committee places great importance

on the quality, effectiveness and

independence of the external audit.

EY were appointed as SThree’s statutory

auditor in 2024.

During the year, the Committee carried

out each of the following:

– Recommended the reappointment

of EY as external auditor for the

financial year ending 30 November

2025, for subsequent ratification

of their remuneration and terms of

engagement by shareholders at the

2025 Annual General Meeting.

– Reviewed and monitored the

external auditor’s independence

and objectivity and the

effectiveness of the audit process,

taking into consideration

relevant UK professional and

regulatoryrequirements.

– Reviewed the policy on the

engagement of the external auditor

and supply of non-audit services.

This policy sets out a list of permitted

non-audit services, lists examples of

prohibited services, sets out typical

audit-related services, their award

and approval, explains the cap on

non-audit services which can be

billed, and sets out reporting and

independence provisions.

The Committee and the external auditor

have safeguards in place to ensure

that objectivity and independence

are maintained. The Committee also

considers independence taking into

consideration relevant UK professional

and regulatory requirements. Non-audit

services provided during the year under

review, amounting to £6,000, relate to

the issue of a statutory auditor’s report

concerning a capital increase and

reduction for SThree SAS.

Effectiveness of the external audit

During the year, the Committee

reviewed performance and fees and

met the external auditor without

managementpresent.

The Committee has adopted a broad

framework to review the effectiveness

ofthe Group’s external audit process

andaudit quality which includes:

– assessment of the audit partner and

team with particular focus on the lead

audit engagement partner;

– planning and scope of the audit,

including a dedicated audit planning

afternoon, with identification of

particular areas of audit risk;

– the planned approach and

executionof the audit;

– management of an effective

auditprocess;

– communications by the auditor

withthe Committee;

– how the auditor supports the

workofthe Committee;

– how the audit contributes insights

and adds value;

– a review of independence and

objectivity of the audit firm; and

– the quality of the formal audit

reportto shareholders.

The Committee also carried out a

structured feedback exercise after

year end. This collected feedback on

a wide range of factors including the

robustness of the audit process, the

quality of delivery, quality of reporting

and the quality of the EY team and

service. Feedback was sought from

the Committee members, standing

attendees and relevant colleagues

involved in the audit process.

The effectiveness of management in

the external audit process is assessed

principally in relation to the timely

identification and resolution of areas of

accounting judgement, the quality and

timeliness of papers analysing those

judgements, management’s approach

to the support of the independent audit

and the booking of any audit adjustments

arising, as well as the timely provision of

documents for review by the auditor and

the Committee.

During the year under review, the

Committee received reports from the

Audit Quality Review team of the FRC,

for both the FY23 audit by the Group’s

former auditor, PwC, and the FY24

audit by the Group’s current auditor,

EY. The Committee was pleased to

note that no key findings arose from

either inspection. Two areas were

identified for limited improvements in

respect of the FY23 Audit, but as PwC

is no longer Group auditor, no remedial

action was considered necessary by the

Committee in light of these findings.

Both reports were discussed fully

withtherespectiveauditors.

Policy on non-audit work

The Committee sets clear guidelines on

non-audit work, which is only permitted

where it does not impair independence

or objectivity and where the Committee

believes that it is in the Group’s best

interests to make use of built-up

knowledge or experience. Such work

has included services required due to

legislation and assurance work or other

specialist services. The Committee

continuously monitors the quality and

volume of this work, fees incurred,

as well as independent safeguards

established, in order to consider whether

to use other firms, and continues to use

such firms to provide general tax advice

or for other projects.

The policy aligns with regulations

to prohibit a number of non-audit

services, whilst also meeting FRC

Ethical Standards and FRC guidance,

toclearlyset out:

– which types of non-audit work are

allowed/prohibited;

– the types of work for which the

external auditor can be engaged

without Audit & Risk Committee

referral, provided such services

fall below £25,000 and are not

specifically prohibited; and

– for which types of work Committee

Chair referral is needed, i.e. which are

above £25,000.

Under the policy, the external auditor is

required to seek approval in advance of

starting work on any assignment within

the Group.

Audit & Risk Committee continued

Financial Statements

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Introduction Governance ReportStrategic Report

Fees paid to the external auditor

foraudit work

The Committee reviewed the fee

structure, resourcing and terms of

engagement for the external auditor,

EY. Total audit fees for the current year

amounted to £1,292,000.

For comparison, audit fees paid in the

previous two financial years were:

– FY24: £1,248,000

– FY23: £1,128,000

Non-audit fees of £6,000 during the

year under review (FY24: £nil) relate to

the issue of a statutory auditor’s report

concerning a capital increase and

reduction for SThree SAS.

Further details on fees payable to the

auditor for the audit of SThree plc’s

financial statements are disclosed in note

3 of the Group’s Consolidated Financial

Statements on page 168.

EY was appointed as SThree’s external

auditor in 2024 following a competitive

tender process. Under current UK

Corporate Governance requirements,

the external audit provision will be

subject to another tender no later than

ten years from the date of appointment,

ahead of the start of the FY34 audit.

NicolaMcIntyre is the lead engagement

auditpartner.

The Committee considers that the

Company has complied with the

Competition and Markets Authority’s

Statutory Audit Services for Large

Companies Market Investigation

(Mandatory Use of Competitive Tender

Processes and Audit Committee

Responsibilities) Order 2014 for the

financial year under review.

The Committee considers that it has

met the requirements of the FRC’s

‘Audit Committee and the External

Audit: Minimum Standard’, published

inMay2023.

Risk management and

internalcontrols

The Committee supports the Board in its

overall responsibility for risk management

activities and implementing policies

to ensure that all risks are evaluated,

measured and kept under review by

way of appropriate KPIs, as part of the

Group’s ERM framework. Information

on both risk management activities and

associated controls assessments are

reported to the Committee through the

Group Risk Committee and escalated to

the Board where appropriate.

Presentations from both functional

and regional senior management

across the business are provided to the

Board to further develop information,

understanding and debate on risks and

the relevant controls in place. Specific

consideration is also given by both the

Committee and the Board to areas

such as the Group’s cyber-risk profile

and the mitigations in place, and the

Group’s data protection risk profile

and the data protection programme

activities and plans. Activities include

monitoring of the effectiveness of the

Group’s risk management and internal

control systems in order to safeguard

shareholders’ investments and the

Group’s assets and, at least annually,

carrying out a robust assessment of

risks and the effectiveness of associated

controls. No significant failings or

weaknesses were identified from

thisreview.

Significant progress was made in further

maturing the Company’s system of

risk management and internal controls

and related policies. The Committee

works closely with the Chief Financial

Officer, Chief Legal Officer & Company

Secretary, Director of Risk, Internal Audit

team and external auditor to ensure

that any potential risks of material

misstatement are identified and targeted

in terms of the overall audit strategy and

that internal and external audit resources

are appropriately allocated. This helps

to ensure the External and Internal audit

teams appropriately focus on risk, and

helps to ensure continuous improvement

in processes and internal controls.

Once again, a continued focus for the

Committee has been considering the

enhancements that will be required

in respect of our risk and controls

framework, risk management reporting

and oversight for Group Risk and Internal

Controls, to ensure that we can report

on the effectiveness of all material

controls by FY27, in accordance with the

requirements of the 2024 UK Corporate

Governance Code.

Internal Audit

Internal Audit continues to play an

integral role in the Group’s governance

and risk management processes, and

provides independent assurance to the

Committee on compliance with the

Group’s policies and procedures. The

function carries out a wide variety of

audits including financial and operational,

as well as ad-hoc and project-based

reviews and fraud investigation.

The Committee oversees and monitors

the work of Internal Audit, which carries

out risk-based reviews of key controls

and processes throughout the Group on

a rolling cycle, including its resourcing,

the scope of work and alignment with

principal risks and the effectiveness of

the function. The Head of Internal Audit

has direct access to the Committee

and meets regularly with both the

Committee and its Chair without

managementpresent.

At the start of each year, an annual

Internal Audit plan is presented for the

Committee to agree, after appropriate

review and challenge. For 2025, the

programme was again focused on

addressing both financial and overall

risk management objectives across

the Group, with reviews carried out,

findings reported to the Committee,

recommendations tracked and their

closure monitored.

The Internal Audit team, working with the

Group’s Risk and Compliance functions,

has continued to enhance the risk

management framework and work with

managers across the globe to further

develop and embed the risk framework

and methodology at a local level, whilst

also ensuring that the Internal Audit plan

is closely aligned to risk.

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116

Senior management are invited to

present to the Committee, from time to

time, to report back on progress against

agreed Internal Audit actions and other

risks in their area of responsibility.

The Committee ensures that the Group’s

Internal Audit function remains at an

appropriate size and skill mix for the

business, and firmly believes that this

function remains effective and continues

to add significant value. In 2024, an

External Quality Assessment of Internal

Audit was undertaken by independent

reviewers approved by the Chartered

Institute of Internal Auditors. The

assessment was positive overall, noting

that the team delivers audit fieldwork

of good quality. A number of process

improvement recommendations to

enhance the function’s effectiveness

were made, and these have been

addressed. In 2025 the Committee

carried out a review of the effectiveness

of the Internal Audit function and found

that it operated satisfactorily.

Group Risk Committee

The Group Risk Committee was created

in 2018, with agreed Terms of Reference,

and with regular reporting to the

Audit & Risk Committee. The Terms of

Reference were updated in 2025. Under

the Governance Framework, Group

management includes discussions on

risk in Country and Regional meetings

and the half-yearly strategic reviews

conducted for each country, so as to

ensure that consideration of risk is fully

incorporated into business activities and

decisions and strategic planning.

The output of these discussions is

reported back to the Group Risk

Committee. The Group Risk Committee

meetings consider a range of identified

risks, their materiality and the progress

of mitigating actions/projects and their

successful implementation and likely

effectiveness in reducing risk in line with

Group appetite, on a regular basis, and

reports to both the Executive Committee

and the Audit & Risk Committee on

these. The Chair of the Committee meets

regularly with the Head of Risk without

management present.

Fraud risk management and

cyberrisks

The Committee reviews the procedures

for the prevention and detection of

fraud in the Group and also closely

monitors improvements to cyber security

protection in light of the increasing risks

in this area, having particular regard

to data breaches that the Group may

face and the processes and controls in

place to tackle any security threats. This

information is flowed through to the

Board so that it can be considered as

part of the detailed review of the data

protection programme and the activities

in place to mitigate personal data risks.

Suspected cases of fraud must be

reported to senior management and are

investigated by Internal Audit, with the

outcome of any investigation reported to

theCommittee.

During the year, in compliance with

the UK “failure to prevent fraud”

requirements under the Economic

Crime and Corporate Transparency Act,

the Company updated its Fraud policy

to align with regulatory guidance. The

Group completed a comprehensive fraud

risk assessment across all operations

and initiated a review of associated

controls. These controls will undergo

effectiveness testing as part of our

internal controls framework being

developed as part of our ongoing work

in relation to Provision 29 of the 2024

UKCorporateGovernanceCode.

These actions demonstrate our

ongoing commitment to maintaining

fraud prevention measures and

ensuring compliance with evolving

regulatorystandards.

Anti-bribery and corruption,

andbusiness ethics

The Group maintains a zero-tolerance

approach to corruption.

The Group has in place several policies,

including an anti-bribery and corruption

policy, procedures, training and controls

to set correct expectations and stop any

activity that breaches policy. Training

is completed each year with a 98%

completion rate in 2025.

The Group has adopted a Code of

Conduct which sets out the standards

of behaviour by which all employees

are bound. This is based on the Group’s

commitment to acting professionally and

with integrity.

Speak Up hotline

The Group has in place a Speak Up

policy, aligned with best practice and

a dedicated independent Speak Up

(Whistleblowing) hotline. The policy and

hotline are well publicised across the

Group, including via the intranet and

through the Group’s training curriculum.

Any matters are initially notified to the

Chief Legal Officer & Company Secretary

and the HeadofBusinessIntegrity.

The Audit & Risk Committee reviews

complaints made under the Speak

Up policy and escalates any matters

requiring Board oversight. Under this

arrangement, employees are able to

report any matters of concern, where

this does not conflict with local laws or

customs (see ‘Company information and

corporate advisers’ section for details).

Committee evaluation

All members of the Committee in place

at the time participated in an internal

evaluation process this year which

included feedback from management

attendees. The Committee concluded

that it continues to function effectively.

Rosie Shapland

Audit & Risk Committee Chair

23 February 2026

Audit & Risk Committee continued

Financial Statements

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Introduction Governance ReportStrategic Report

Imogen Joss Chair

Directors’ Remuneration Report 2025

Committee meetings held

Attendance table

Imogen Joss 4/4

James Bilefield 4/4

Elaine O’Donnell 4/4

Sanjeevan Bala 4/4

Paula Coughlan 3/3

Rosie Shapland 1/1

Denise Collis 1/1

Further reading: Full biographies are available on pages 90 to 91.

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Directors’ Remuneration Report 2025 continued

Dear Shareholder

On behalf of the Board, I am

pleased to present my first

Directors’ remuneration

report as newly appointed

Committee Chair, for the year

that ended 30 November

2025. The report looks back

on decisions taken by the

Committee and pay outcomes

during FY25 and forward

to FY26, as we continue to

operate the policy judiciously

and formulate our longer-

term plans.

I would like to start by expressing my

thanks to Denise Collis for her stewardship

of the SThree Remuneration Committee

for the past nine years, where she provided

the Committee with clear direction and

oversight through some of the more

challenging years in SThree’s history.

Denise retired from both the Board and

theRemuneration Committee in June

2025, and I am thankful for the smooth

running and highly effective Committee

Inow have the pleasure of chairing.

The Committee plays a multi-faceted

role in ensuring that the remuneration

of the Executive team is fit for purpose,

in attracting, motivating and retaining

key talent, whilst ensuring the right

level of rigour is applied in line with

the Corporate Governance Code – all

with the goal of building and growing

a sustainable business for the long-

term benefit of shareholders and

otherstakeholders.

The recruitment market continued to be challenging in FY25, with a more

prolonged quietening of the global market than many had envisioned. As a

result, the FY25 incentive plan outturns are lower in comparison with prior

years, and with additional discretion applied to the formulaic outturns. We

have frozen executive salaries for a second consecutive year, for FY26,

as part of our ongoing commitment to manage costs and maintain the

appropriateness of our remuneration decisions.

The recruitment market continues to be

extremely challenging and is expected

to remain so into 2026. Ensuring that

our variable pay schemes strike the

rightbalance of being performance-

based and stretching, whilst being

realistic and motivational, is an

ever-presentchallenge.

Remuneration Policy review

and other actions taken by the

Committee in FY25

The FY25 Policy was in force for the

full three-year term and has proved

appropriately robust and flexible through

a challenging period for the sector,

and payments have been appropriately

aligned to performance and reflective

ofmarket conditions.

The Committee reviewed the Policy

ahead of the requirement to seek AGM

approval for a new policy at our 2026

AGM. This was conducted against

a backdrop of significant market

uncertainty and a sector downturn,

and whilst we have been considering

different approaches to our incentive

structure, particularly our long-term

incentives, we believe that the time is

not right to make significant changes.

We therefore concluded that the

existing incentive plan structure remains

broadly appropriate for now, with a

balance of operational priorities and a

focus on annual profitability reflected

in the annual bonus, and longer-term

performance reflected in EPS growth,

Total Shareholder Return and cash

conversionin the LTIP.

Therefore, the outcome of the review

was to continue with the existing policy,

with no changes, but we will continue to

keep the Policy under review.

The shareholdings of the Executive

Directors and Executive Committee are

reviewed each year to assess the current

position versus the Policy requirements.

This ensures that our Executives’ actions

and behaviours align to those of our

shareholders. Year-on-year reductions

in LTIP awards and share price decline

– driven largely by market retraction –

mean that despite significant personal

share purchases, the shareholdings of the

CEO and CFO are currently below the

required level, but this will continue to

grow with the deferral elements of future

awards as the share price improves.

Whilst not directly in the Committee’s

scope, we take a keen interest in reward

activity and incentives across the wider

business, below Executive level. Having

sight of these provides assurances

that the roll-up effect of the broader

colleague population’s efforts is aligned

to the achievement of the top-level

objectives and strategic priorities.

At the start of the year the Committee

considered carefully the target ranges for

the FY25 annual bonus and LTIP award

for the FY23–25 cycle. The target range

that was agreed for the Operating Profit

measure was set at a level in line with

the business plan and analyst consensus

forFY25.

Financial Statements

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Introduction Governance ReportStrategic Report

It was significantly lower than the prior

year’s outturn, and the range that had

been set for the prior year’s bonus cycle

– a result of the market conditions at

that time. The Committee recognised

the balance that needed to be struck

between absolute levels of profitability

delivered to shareholders, and the

need to incentivise management to

deliver the best possible outcome in

the circumstances, relative to market

conditions. Similarly, with the LTIP

for FY25–27, the target range for the

EPS measure was significantly wider

than usual, as disclosed in last year’s

report, to take into account the volatile

market conditions and the timing of a

marketrecovery.

The Committee considered the

outcomes of the FY25 annual bonus

and LTIP award for the FY23–25 cycle.

Presented with the formulaic outcome

of each of the scheme metrics, the

Committee also applied a secondary

lens; to ensure that the final awards

considered the wider business context

and shareholder experience over the

performance period.

The formulaic annual bonus outturn

against the performance targets was

41.4% of maximum for the CEO and

39% for the CFO, which on balance,

the Committee felt is fair and reflective

of where the business landed for

FY25; a year of mixed fortune and

macroeconomic challenges, but where

management managed the cost base

effectively, made significant strides

to shape SThree to be future ready

and where the global transformation

programme was delivered on time and

on budget.

The LTIP 23–25 formulaic outturn was

just 8.1% of maximum, but failed to meet

the EPS, TSR and OPCR thresholds, and

only achieved on the ESG measures

(one fully and one partially). This outturn

highlights the challenge of setting

financial targets three years ahead in

such unpredictable market conditions.

On balance of the achievements under

this plan and the shareholder experience

over the performance period, the

Committee took the decision to apply

discretion, to reduce the LTIP 23–25

payout to zero and as a result there is no

vesting under this award.

Full details of the annual bonus FY25 and

LTIP 2023–25 measures, performance

against them, and resultant payments are

set out later in this report.

Policy implementation for 2026

Mindful of the ongoing need for careful

cost control, there will be no annual

salary increases for the CEO and CFO

in2026, for the third year running.

Annual Bonus FY26

The Committee decided to reduce

the number of discrete metrics, from

six metrics in FY25 – some of which

accounted for as little as 5% of the

overall bonus opportunity – to a more

focused design of just four metrics for

FY26, with no one metric accounting

for less than 10% of the maximum

opportunity. This change is designed

to focus the Executives on the key

strategic priorities and place a material

portion of their overall bonus opportunity

contingent upon delivery of each metric.

FY25 marked the final year of the current

remuneration policy and therefore during

the year the Committee considered possible

options for the next policy term.

It is vitally important that our remuneration

policy delivers on the imperatives of engaging

and motivating our Executive Directors to

drive strategic transformation and financial

performance for the long-term sustainability

of the business and for the benefit of

shareholders. We believe that the existing

policy remains appropriate at the current time

but will continue to keep this under review.

Imogen Joss

Remuneration Committee Chair

Operating Profit will remain the single

highest weighted metric but will be down

weighted from 50% to 40% of the overall

bonus opportunity for the CEO, allowing

for a heightened focus on another key

financial metric – client penetration. The

CFO will retain 50% of his opportunity on

the delivery of Operating Profit, given his

remit for managing costs.

Group Net Fees, our true measure of

revenue, will remain at 20% for the CEO

and CFO.

Client Penetration, a measure of the

profile of our client base towards achieving

a greater proportion of higher value clients

– a metric that accounted for just 5% of

the overall bonus opportunity last year,

will now account for 20% for the CEO

and 10% for the CFO. Improving the client

mix is a strategic shift that is of significant

importance in the current climate. Whilst

not a traditional financial metric, this focus

on delivering more profitable business is

a financial driver, meaning that the mix of

scheme metrics is effectively 80% financial

and 20% personal.

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Directors’ Remuneration Report 2025 continued

Personal objectives will increase

from 15% to 20% in FY26. Objectives

will be SMART in nature and linked to

operational delivery against individual

or functional strategic priorities. There

will be clear disclosure in next year’s

Directors’ remuneration report in relation

to the targets set, performance and

payments under this element.

With the reallocation and tighter

focus of the metrics in FY26, the prior

year elements based on employee

engagement and ED&I will not be lost.

They are still vitally important and so

they will form part of the up-weighted

personal objectives metric, which will

measure both the ‘what’ (deliverables)

and the ‘how’ (personal behaviours vs the

Company's values) of personal delivery

from the Executive Directors.

LTIP FY26–28

The LTIP design for FY26–28 will remain

unchanged from the current design and

structure – focusing on Earnings Per

Share (EPS) at 50%, Total Shareholder

Return (TSR) at 20%, Operating Profit

Conversion at 20% and ESG targets

at 10%. The vesting and holding

periods will remain unchanged from

the previous policy at three years and

twoyears,respectively.

The EPS and Operating Profit Conversion

Ratio target ranges have been carefully

considered by the Committee and

reflect the continuing challenging market

outlook. The EPS range has been set to

be significantly ahead of current analyst

consensus, which goes out to FY27, and

the ranges for both measures require

significant improvement from the FY25

outturns, and the business plan numbers

for FY26 and FY27. Overall, despite the

ranges being lower than the ranges set

for prior years, they are considered to

represent an equivalent level of stretch.

At the time of writing the Committee

is still considering the measures for

the ESG element of the award and full

details will be contained within the RNS

Announcement for the Awards to the

Executive Directors.

Chair and NED fees

There will be no increase in the fees

payable to the Chair and Non-Executive

Directors for 2026.

Conclusion

The global recruitment market remains

challenging, but I am genuinely excited

by what Timo and his team are busy

building – a future ready, tech-enabled

recruitment business that will lead the

field as macro conditions improve.

We must continue to keep our current

Executive team motivated, and to drive the

right behaviours and outcomes. Our aim

here is to present a balanced remuneration

strategy that incentivises them to deliver

significant shareholder value.

Imogen Joss

Chair of the Remuneration Committee

23 February 2026

Financial Statements

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Remuneration at a glance

How have we performed?

Bonus-maximum potential 120% of base salary Weighting Threshold Target Max Actual*

Achievement

% (as a %

of maximum)

Outcome

(of metric)

Group adjusted operating profit £m 50.0% 20.10 22.11 24.12 22.00 48.5% 24.27%

Group net fees £m 20.0% 323.0 339.2 355.3 309.1 0% 0.00%

Group Financial objectives 70.0% 24.27%

Client – Weekly Net Fees £m 5.0% 5.5 5.8 6.1 5.75 42.8% 2.1%

Employee eNPS score against

professional services peer group

5.0% Median

(20)

Linear

progression

Upper

quartile

(35)

21 24% 1.20%

DE&I Measuring female vs male

promotions at Velocity Level 3+

5.0% Equal

number of

men and

women

promoted

One more

female

promotion

over number

of men

promoted

Two + more

female

promotions

over number

of men

promoted

Three fewer

women

promoted vs

men

0.0% 0.00%

Shared objectives 15% 3.30%

Personal objectives 15% Details set out later in this report. CEO 92%

CFO 76%

CEO 13.83%

CFO 11.43%

Total pay-out (% of maximum) 100% CEO 41.4%

CFO 39.0%

* Established using the agreed internal exchange rates, but values are equal to those stated in the financial section of this report.

2023–25 LTIP award – grant 150% of base salary Weighting Threshold Max Actual

Achievement

(% of maximum)

Earnings Per Share (EPS) (adjusted) 50% 55.8p 69p 13.7p 0.00%

Total Shareholder Return (TSR) 20% 50th

percentile

(-36.3%)

75th

percentile

(-4.2%)

-49.70% 0.00%

Operating Profit Conversion Ratio (OPCR) % 20% 20.0% 23.5% 8.10% 0.00%

ESG Scope 1 & 2: 5% 35% 45% 40.00% 3.13%

ESG Scope 3: 5% 20% 25% 41.00% 5.00%

Total vesting (% of maximum) 8.13%

Summary of total reward

Reward component CEO CFO

2025 Base pay £’000 510.9 372.5

Total remuneration £’000 806.3 584.7

2024 Base pay £’000 510.9 372.5

Total remuneration £’000 912.4 669.7

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122

How we will apply the remuneration policy in 2026

Key reward component Key features

Base salary and core benefits The salaries of the Executive Directors will be unchanged at £510,854 for the CEO

and£372,528 for the CFO

Pension contributions: 5% of salary for CEO and CFO in line with the wider

UKworkforce

Annual bonus 2026

CEO

40% Group Operating Profit

20% Group Net Fees

20% Client Penetration

20% Personal Objectives

CFO

50% Group Operating Profit

20% Group Net Fees

10% Client Penetration

20% Personal Objectives

Maximum of 120% of salary, with one third of any bonus award paid in shares and held

for two years

LTIP award 2026–28

50% Earnings Per Share (EPS)

20% Total Shareholder Return (TSR)

20% Operating Profit Conversion Ratio % (OPCR)

10% ESG

Maximum award of shares worth 150% of annual salary, performance tested, vesting

after three years with a further two-year holding period

Shareholding requirements Requirement to build up and hold shares equivalent to 200% of salary whilst employed.

Post-service requirement to hold the lower of 200% of salary or actual shareholding for

two years after cessation of employment

Remuneration policy

This section of the Directors’ remuneration report sets out the Group’s full remuneration policy for Directors. Shareholder approval

for the policy will be sought at the AGM on 29 April 2026.

The remuneration policy is designed to support the strategic business objectives of the Group; to attract, motivate and retain

high-calibre Directors and senior leaders to deliver sustainable long-term shareholder value.

Remuneration payments and payments for loss of office to Directors can only be made if they are consistent with the approved

Remuneration Policy or if approval for the payment outside of the policy has been sought from shareholders.

Decision-making process for determination, review and implementation of policy

The Remuneration Committee reviews the Policy and its operation taking into account the UK Corporate Governance Code,

institutional investor and proxy agency views, market practice and regulatory developments. The Committee also takes into

account views from advisers who provide the Committee with updates on corporate governance developments, market practice

and technical changes. In addition, the Committee also carefully considers the remuneration arrangements, policies and practices

of the workforce and the cascade of remuneration throughout the business to ensure that Executive Director pay is considered

appropriate in context.

Where changes are being made to the remuneration policy or significant changes are proposed in the way we operate our policy,

major shareholders will be consulted and their views taken into account.

To manage any potential conflicts of interest, no individual is involved in discussions regarding their own remuneration

arrangements, and the Committee designs the policy such that remuneration is fully aligned to, and supports, the overall

businessstrategy.

Application of the policy is considered annually, for the year ahead, in light of the strategic priorities and the market outlook.

Incentive targets are set to be appropriately stretching.

Remuneration policy

Financial Statements

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The Remuneration Policy is set out in the table below, followed by supporting notes which, together, form the Policy.

Executive Directors

Element

Purpose and

link to strategy Operation Maximum Performance metrics

Base salary Sufficient to attract,

retain and motivate

high-calibre

individuals.

Reviewed annually with any

increases normally taking effect

from 1 December.

Increases will normally

be equivalent to the

average salary increase for

employees, other than in

exceptionalcircumstances.

Salary levels, and increases,

take account of complexity

of the role, responsibilities,

market competitiveness,

Groupperformance and

individual performance.

Not applicable

Benefits Market competitive

benefits package.

Including benefits allowance,

private medical insurance,

permanent health insurance,

life assurance and housing

allowance (if relocated).

Other benefits may be

introduced to ensure benefits

overall are competitive

and appropriate for

thecircumstances.

Cost of insured benefits will

vary in line with premiums.

Other benefits will be at a

level considered appropriate in

thecircumstances.

Not applicable

Pension To provide a

compliant and

competitive

pensionprovision.

Individuals may either

participate in a pension

plan intowhich the Group

contributes or receive a salary

supplement in lieu of pension.

Executive Directors are entitled

to a Group contribution

to a pension scheme or

cash in lieu, of 5% of salary,

aligned with the current UK

workforcecontribution.

Not applicable

Annual bonus Incentivises high

levels of personal and

team performance,

focused on the

key business

strategies and

financial/operational

measures which

will promote the

long-term success

ofthebusiness.

Deferral into shares for one third

of any bonus earned, which

must be held for two years.

Dividends or dividend equivalent

payments accrue on deferred

shares, payable normally

inshares.

Bonus may be subject to malus

or clawback being applied.

Maximum bonus opportunity

is120% of annual salary.

Achievement of agreed

strategic and financial/

operational annual business

targets, weighted in line with

business priorities. A majority

of the performance conditions

will be based on financial

metrics. Sliding scales are

used for each metric wherever

practicable with up to 20%

payable for achieving threshold

performance. Normally 50% of

the maximum bonus is payable

for target performance for any

financialmetric.

Within the maximum limit,

the Committee may adjust

bonus outcomes, based on the

application of the bonus formula

set at the start of the relevant

year, if for instance it considers

the quantum to be inconsistent

with the Group’s overall

performance during the year.

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Remuneration policy continued

Element

Purpose and

link to strategy Operation Maximum Performance metrics

Long Term

Incentive Plan

Incentivises and

rewards Executives

for the delivery of

longer-term strategic

objectives and to

reward substantial

relative and absolute

increases in

shareholder value.

LTIP awards may be granted

each year in the form of a

conditional award of shares or

a nil-cost option. LTIP awards

normally vest after three years.

Dividend equivalent payments

accrue on vested LTIP awards,

payable normally in shares.

Vested LTIP awards must be

held for a further two years

before the shares may be sold

(other than to pay tax).

LTIP awards may be subject

to malus or clawback

beingapplied.

The maximum award is

150% of annual salary in

normal circumstances

but may be increased to

175% of annual salary in

exceptionalcircumstances.

Targets are reviewed annually

ahead of each grant to ensure

they are aligned to the business

strategy and performance

outlook. A majority of the

performance conditions are

based on Group financial

performance and shareholder

value-based outcomes. No

more than 25% of an award

may vest for the threshold level

ofperformance.

Within the maximum limit, the

Committee may adjust vesting

outcomes, if it considers the

quantum to be inconsistent with

the Group’s overall performance

during the performance

period or for other factors,

atitsdiscretion.

All-employee

share plans

Support and

encourage share

ownership by

employees at

alllevels.

Individuals may participate

in share plans offered on

an ‘all-employee’ basis on

the same terms as other

colleagues. HMRC approved

SAYE and SIP participation is

available to all UK employees,

including Executive Directors,

onsimilarterms.

Other plans may be introduced

from time to time to ensure

the all-employee share plans

offering remains appropriate.

In line with statutory limits or

lower limits specified by the

Group from time to time.

Not applicable.

ownership

requirements

Alignment of

Executive Directors’

interests with those

ofinvestors.

Executive Directors are

expected to build and maintain

a shareholding equivalent in

value to no less than 200% of

base salary. Until this threshold

is achieved Executive Directors

are normally required to retain

no less than 50% of the net

of tax value from vested LTIP,

deferred bonus or other share

awards (after the expiry of any

relevant holding period).

After ceasing employment

Executive Directors must

normally retain a level of

shareholding for two years

equivalent to the lower of

200% of salary or the level

of shareholding on ceasing

employment with the Group.

Self-purchased shares are

excluded from this requirement.

Not applicable. Not applicable.

Financial Statements

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Provisions under previous remuneration policies

For the avoidance of doubt, the Committee has authority to honour any payments due under the terms of the previous policy or

which have been disclosed to shareholders in previous remuneration reports. As part of this policy, awards or other arrangements

which were made in compliance with the policy in force at the relevant time, may be settled in accordance with their terms.

Operation of incentive plans

The Committee’s policy is to review performance measures for the incentive schemes annually, so that they continue to align

with strategic objectives. The Committee considers that linking annual bonus and the vesting of LTIP awards to a combination of

different measures, capturing share price, financial results and non-financial performance, will ensure that incentive plans provide a

reward for rounded performance, while maintaining the alignment of Executive and shareholder interests. Targets for the incentive

schemes are reviewed annually, and consideration is given as to whether these remain appropriate or need to be recalibrated. The

specific performance targets are set with the aim of setting stretching targets which incentivise and reward improved performance.

In designing incentive structures and approving incentive payments, the Committee pays due consideration to risk management

and environmental, social and governance (ESG) issues.

The Committee may exercise discretion in assessing achievement against each stated target where it considers that it would be

fair and reasonable to do so. The Committee may also exercise broader discretion in relation to the terms of all incentive plans,

forinstance (but not limited to) adjustments required for corporate restructuring and change of control.

Malus and clawback

Malus and clawback may be applied in the event of financial misstatement, error, misconduct, reputational damage or corporate

failure, which has led to an over-payment.

Illustration of potential 2026 Executive Directors’ remuneration

The charts below show the remuneration potentially payable to Executive Directors under different performance scenarios.

£–

£500k

£1,000k

£1,500k

£2,000k

£2,500k

£3,000k

£1,932k

£1,416k

Fixed Pay

Annual Bonus

LTIP

LTIP with 50% share price growth

Chief Executive Officer Chief Financial Officer

£553k

Below threshold

100%

£410k

Below threshold

100%

£1,696k

Maximum

29%

32%

39%

£913k

Target

45%

24%

31%

£2,315k

Maximum

28%

32%

40%

£1,242k

Target

44%

25%

31%

Assumptions for the charts above:

Fixed pay comprises base salary as at 1 December 2025, pension contribution of 5% of salary and the value of benefits received in

2025. The on-target level of bonus is 50% of the maximum opportunity. The on-target level of the LTIP is taken to be 50% of the

value of a single year’s award.

The maximum level of bonus award is shown at 120% of base salary and for the LTIP, it shows full vesting of the LTIP award at

150% of base salary award level. No share price appreciation has been assumed for deferred bonus and the value of all-employee

share plans has been excluded. The ‘maximum’ column includes an additional 50% value of the LTIP to illustrate potential 50%

share price growth.

Role of the Committee in overseeing broader employee pay and differences in remuneration policy for

Executive Directors compared to other employees

The Committee actively considers the pay structures across the wider Group when setting policy for Executive Directors to ensure that a

consistent approach to reward is adopted that is in line with our values. There is a particular focus in relation to any base salary review.

Overall, compared to most employees, the remuneration policy for Executive Directors is weighted more to long-term share-based

incentives and stringent deferral and shareholding requirements. This is to ensure that the relatively higher pay levels are justifiable

internally and externally to shareholders as a clear link between the long-term value created for shareholders and the remuneration

received by Executives.

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Remuneration policy continued

Consideration of employment conditions elsewhere in the Group

When setting the Executive Directors’ remuneration policy, the Committee takes into account the pay and conditions of employees

more generally and, at least once a year, is given full details of the remuneration policy across the Group, with any changes highlighted.

Since 2024 we have maintained our commitment to paying all UK colleagues at or above the Real Living Wage Foundation’s

recommended level. More generally we are embracing the importance of ‘pay transparency’ across the business, as we ready

ourselves for EU Pay Transparency legislation taking effect.

Consideration of shareholders’ views in determining the remuneration policy

The Committee actively consults with shareholders on executive remuneration policy changes. Feedback is taken on board, and

any proposals are adjusted, as appropriate, given the objective of ensuring that shareholders are supportive of the policy and its

implementation. In addition, the Group follows shareholder sentiment on executive pay and takes it into account in considering the

application of policy in the years between the development of a new policy.

Remuneration policy for recruitment and promotion

The remuneration package for a new Executive Director would take into account the skills and experience of the individual and the market

rate for a candidate of that experience. The Committee will not pay more than necessary to facilitate the recruitment of an individual.

Base salary levels will be set in line with the policy taking account of their skills and experience and applicable market data provided

by the Committee’s advisers. Benefits and pension will be in line with the policy. Additionally, there is flexibility to make payments to

cover relocation and other related expenses.

Annual bonus opportunity will be in line with the policy and there is flexibility to set different performance conditions measurable

over a part-year for Executives in the first year of appointment.

LTIP award levels will be in line with the policy.

For internal promotions, outstanding incentive payments may continue and vest on their original terms. For external recruits there

may be a need to buy-out unvested incentive awards at a previous employer. The Committee confirms that any such buy-out

arrangements would only be used if necessary, would take a similar form to that surrendered (e.g. cash or shares and timeframe),

would take account of performance conditions, vesting periods and quantum, and would be no greater than that which the

individual has forfeited on appointment.

Policy on Directors’ service contracts and payments for loss of office

The Executive Directors have rolling service contracts subject to a maximum of 12 months’ notice by the Group or Executive. For

the avoidance of doubt, an individual’s notice period will start on the date of the announcement of their departure. At the Group’s

discretion, on termination a payment may be made in lieu of notice equivalent to 12 months’ salary, which may be paid in monthly

instalments and offset against future earnings. For new hires the policy is to provide a 12-month notice period.

Service contracts are available for inspection by appointment at 8 Bishopsgate, London EC2N 4BQ.

Depending on the circumstances, the Committee may consider payments in respect of statutory entitlements, outplacement

support and legal fees. Mitigation would be applied to reduce any payments associated with loss of office.

‘Good leavers’ (e.g. redundancy or retirement) as determined by the Committee may generally retain any earned bonus (pro-rata if

active employment ceases part way through the year and normally paid at the usual time) or share-based awards, with LTIP awards

scaled back on a pro-rata basis for the portion of the vesting period elapsed on cessation of active employment, subject to still

achieving any relevant performance criteria.

Awards would vest at the normal time and any deferral or holding periods would continue to apply for the normal duration. Only in

exceptional circumstances would awards vest or shares be released early, such as serious ill-health.

‘Bad leavers’, such as a resignation, will lose any entitlement to participate in the current bonus scheme and any LTIP awards will

normally lapse on cessation of employment.

Deferred bonus shares are beneficially owned but must be held for a minimum of two years.

External appointments

Executive Directors are encouraged to undertake one external appointment, where they are able to combine this with their existing

role. This helps to broaden experience and capability, which can benefit the Group. Currently, no external appointments are held by

any Executive Directors.

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Terms of appointment and remuneration policy for Non-Executive Directors (NEDs)

NEDs are appointed by letters of appointment providing for an initial three-year term, subject to satisfactory performance and

re-election at each AGM, with an expectation that they would serve for at least six years, to provide a mix of independence,

balanceand continuity of experience. In practice NEDs may be requested to serve up to nine years, subject to rigorous review.

Thedates of appointment and current terms of the NEDs who were serving at the year-end are set out in the below table.

Non-Executive Director Date of appointment Expiry date of current term

James Bilefield October 2017 September 2026

Imogen Joss December 2022 December 2028

Sanjeevan Bala April 2024 April 2027

Paula Coughlan April 2025 April 2028

Rosie Shapland November 2025 November 2028

The appointment may be terminated by either the Group or the NED giving three months’ notice. Upon termination or resignation,

NEDs are not entitled to compensation and, except for the three months’ notice, no fee is payable in respect of any unexpired

portion of the three-year term of appointment.

Service contracts are available for inspection by appointment at 8 Bishopsgate, London EC2N 4BQ.

The policy for the remuneration of NEDs is summarised below:

Element

Purpose and

link tostrategy Operation Maximum Performance metrics

Fees Attracts, retains

and motivates

high-calibre

NEDs to provide

experience, capability

and governance

in the interest

ofshareholders.

Fees are determined by the

Board as a whole and set by

reference to those fees paid

in similar companies, related

to allocated responsibilities

and subject to the aggregate

Directors’ fee limits contained

in the Group’s Articles of

Association. Fees may be

payable in cash and/or in shares.

In exceptional circumstances,

additional fees may be paid

where there is a substantial

increase in the temporary time

commitment required of

Non-Executive Directors.

Out of pocket expenses including

travel may be reimbursed by the

Group in accordance with the

Group’s expenses policy (and may

settle any tax incurred in relation

to these).

There is no maximum

individual fee limit. The overall

fee comprises a basic fee

plus payment for additional

responsibilities such as chairing

Committees and for interim

additional duties. NEDs do

not participate in the Group’s

incentive schemes.

Non-Executive Directors are not

eligible for any performance-

related remuneration.

Obligation to perform

satisfactorily and attend

and contribute to meetings,

assessed via Board

effectivenessreviews.

Sourcing shares for share plans

Shares used to settle vested share awards may include new issue shares, treasury shares, Employee Benefit Trust (EBT) shares or

market-purchased shares. The use of new issue or treasury shares is constrained by dilution limits which are reviewed by the Board

annually. In order to comply with investor guidelines, the Board has agreed that certain LTIP awards will be satisfied using market-

purchased shares via the EBT, if appropriate.

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Annual Report on Remuneration

Section 1 – Total reward for 2025

1.1 Directors’ total remuneration for 2025

1.2 Annual bonus for 2025

1.3 LTIP awards vested by reference to performance over the three years to 2025

1.4 LTIP awards granted during the year

1.5 Performance conditions for the 2025–2027 LTIP award

1.6 Payments for loss of office

1.7 Payments to past Directors

1.1 Directors’ total remuneration for 2025 (audited)

Director

Salary

andfees

£’000

Benefits

£’000

Pension

£’000

Total

fixed pay

£’000

Annual

bonus

£’000

Long Term

Incentive Plan

£’000

Total

variablepay

£’000

Total annual

compensation

£’000

Timo Lehne 2025 510.9 16.2 25.4 552.4 253.9 0.00 253.9 806.3

2024 510.9 16.4 25.5 552.8 291.5 68.1 359.6 912.4

Andrew Beach 2025 372.5 19.2 18.6 410.4 174.3 0.00 174.3 584.7

2024 372.5 19.9 18.6 411.0 205.8 52.9 258.7 669.7

Elaine O’Donnell

2025 68.1 68.1 – 68.1

2024 68.1 68.1 – 68.1

Denise Collis

2025 48.5 48.5 – 48.5

2024 83.1 83.1 – 83.1

James Bilefield 2025 179.5 179.5 – 179.5

2024 179.5 179.5 – 179.5

Sanjeevan Bala

2025 60.2 60.2 – 60.2

2024 34.9 34.9 – 34.9

Imogen Joss 2025 66.5 66.5 – 66.5

2024 58.1 58.1 – 58.1

Paula Coughlan

2025 34.1 34.1 – 34.1

2024 – – – –

Rosie Shapland

2025 0.76 0.76 – 0.76

2024 – – – –

1 Benefits comprise car allowance, medical cover and life/income protection insurance.

2 Timo Lehne’s pension is paid into a pension scheme. Andy Beach’s pension is paid as cash in lieu.

3 2025 LTIP awards relate to those granted in early 2023 and due to vest in February 2026, based on performance assessed over 2023 to 2025 and including dividend equivalents. The value

has been calculated using a share price of 164p, being the average closing price over Q4 of the financial year.

2024 LTIP awards relate to those granted in early 2022 and vested in February 2025 for both Executive Directors and additionally July 2025 for Timo Lehne. The LTIP value has been

updated to reflect the actual share prices on the dates of vesting which were 247p and 241.5p.

4 Elaine O’Donnell stepped down from the Board on 31 December 2025.

5 Denise Collis retired from the Board on 30 June 2025.

6 Sanjeevan Bala was appointed to the Board on 25 April 2024.

7 Paula Coughlan joined the Board on 30 April 2025.

8 Rosie Shapland joined the Board on 27 November 2025.

Financial Statements

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1.2 Annual bonus for 2025 (audited)

Bonus-maximum potential 120% of base salary Weighting

Threshold

(20%)

Target

(50%)

Max

(100%) *Actual

Achievement

% (as a %

of maximum)

Outcome

(of metric)

Group adjusted operating profit £m 50.0% 20.10 22.11 24.12 22.00 48.5% 24.27%

Group net fees £m 20.0% 323.0 339.2 355.3 309.1 0% 0.00%

Group Financial objectives 70.0% 24.27%

Client – Weekly Net Fees £m 5.0% 5.5 5.8 6.1 5.75 42.8% 2.1%

Employee eNPS score against

professional services peer group

5.0% Median

(20)

Linear

progression

Upper

quartile

(35)

21 24% 1.20%

DE&I

Measuring female vs male promotions at

Velocity Level 3+

5.0% Equal

number of

men and

women

promoted

One more

female

promotion

over number

of men

promoted

Two + more

female

promotions

over number

of men

promoted

Three fewer

women

promoted vs

men

0.0% 0.00%

Shared objectives 15% 3.30%

Personal objectives 15% Details set out later in this report. CEO 92%

CFO 76%

CEO 13.83%

CFO 11.43%

Total pay-out (% of maximum) 100% CEO 41.4%

CFO 39.0%

* Established using the agreed internal exchange rates, but values are equal to those stated in the financial section of this report.

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Annual Report on Remuneration continued

Performance of the CEO and CFO against their personal objectives for 2025 is detailed below:

Director Personal objective Assessment of performance by Committee

Overall achievement

(out of maximum 100%)

Timo Lehne Strategy execution

Lead the evolution of our strategy, in conjunction

with the Board and ExCo, into our next phase

Board approved/supported the revised strategy

in Summer 2025, moving our focus away from

M&A (for the moment) and concentrating on a

lean operating model in front and back-office,

while focusing our investments on expanding our

technology offering through building AI Agents.

92%

Upskilling sales colleagues to maximise

impact of Mercury

Sales consultants through Aftercare programme,

and validated by evaluation process testing

competence and sales enabler adoption

Comprehensive programme for new starters using

a range of interventions. Identified new critical

workflows to be trained as the new functionality

is turned on. Some of these have only recently

been launched. On top we had a wide range of

system trainings provided by Sales Excellence and

individual SMEs.

Grow activity levels per head by 20% for top

four activities

Increase the average BYD points in top four

activity levels across the Group by more than 10%

compared to 2024 average on a per head basis

Interviews per head (+12%), AB Hobs per head

(+19%), Client meetings per head (+24%), Unique

send-outs (+26%) etc. all up materially per head.

Order-to-cash improvement

Right first time

H2 performance improved vs H1 baseline.

Transformation proof points &

savingsrealisation

Externally communicable proof points on

productivity delivered in HY & FY results

TIP teaching planned for Jan 2026 with a very

detailed analysis done in Q4 2025. All proof points

included in HY25 results: page 4 of Interim Report

and page 22 of results presentation.

FY25 cost savings delivered

Achieve in-year savings of £11m

Achieved all budgeted savings, and considerably

more than the target, due to underachievement of

Budgeted Net Fees, ensuring that we hit our 2025

OP city number.

High performance culture

– AIR rollout & adoption – over 50% of SL1

active users

– Usage of hotlists in BYN > 65% of users with

gold manager (100 contacts) & gold candidate

(100 contacts) hotlists

AIR has been rolled out globally. No systems data

to measure completion due to transfer across HR

system but did receive very positive feedback

on usage from the engagement survey and from

testing a sample of colleagues.

– BYN adoption of 70% across gold managers

and 65% around gold candidates

Evolution of global operating model

Post-transformation, TOM agreed for Operations,

Finance, Legal, People

All agreed and part of FY26 deliverables.

Key staff retention

High engagement of Sales – Top biller

engagement and retention at 80%

Retention data currently not fully available, but

retention of our top-performing cohorts has been

overall very good.

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Director Personal objective Assessment of performance by Committee

Overall achievement

(out of maximum 100%)

Andrew

Beach

Stabilisation of the O2C team and

performance post Transformation

Unallocated cash +30 days as % of

totalunallocated cash returned to

pre-Transformationlevels

– Nov 25 actual: 52%

– Target: 44% (pre-Transformation, average

Dec to July FY23)

– Summary: whilst the target was not quite met,

this metric did peak at 79% in H1 and so very

strong recovery was achieved in H2

76%

Unbilled +30 days as % of total unbilled returned

to pre-Transformation levels

– Ave Q4 actual: 6.3%

– Target: 8% (pre-Transformation, average

Dec to July FY23)

– Summary: target achieved

Disputes as % of collectable debt returned to pre-

Transformation levels (interdependency: reliant

on Transformation fixes and Sales/Operations

working in line with new processes

– Ave Q4 actual: 8.3%

– Target: 11% (pre-Transformation, average

Dec to July FY23)

– Summary: target achieved

Transformation proof points & savings

realisation

Externally communicable proof points on

productivity and savings delivered in HY results

All proof points included in HY25 results:

page4 of Interim Report and page 22 of

resultspresentation.

Improve forecasting accuracy

Introduce new forecasting tool based on rolling

new placement performance

New forecasting tool (CFO mid-month report)

shared with Board from P4 onwards (first one

issued on 11 April 2025).

FY25 cost savings delivered

Achieve in-year savings of £13m

Achieved all budgeted savings, and considerably

more than the target, due to underachievement

ofBudgeted Net Fees.

Post-Transformation target operating model

for Finance Operations agreed

TOM agreed between Global Finance Director

and Global Process Director – Finance, including

quantification of annualised savings

FinOps plan fully settled and agreed in August.

TOM transition plan agreed between Global

Finance Director and People team

FinOps TOM transition plan agreed in September.

The table below sets out the annual bonus outcome for the Executive Directors. In determining the final outcome, the Committee

chose to exercise discretion in relation to the formulaic outturn, in recognition of shareholder experience. One third of the bonus

payable will be paid in shares, which must be held for a period of two years.

Financial element Shared element Personal element

Total bonus

payable

achievement

(out of 70%)

Payment under

Financial element

achievement

(out 15%)

Payment under

Shared element

achievement

(out of 15%)

Payment under

Personal element

Timo Lehne 24.27% 148,779 3.30% 20,471 13.83% 84,598 253,848

Andrew Beach 24.27% 108,493 3.30% 14,928 11.43% 50,962 174,383

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Annual Report on Remuneration continued

1.3 2023–2025 LTIP award vested by reference to performance over the three years to 2025 (audited)

Earnings Per Share (EPS) for 50% of the award:

EPS Pay-out range

Pay-out range

(threshold to

maximum)

Actual

performance Vesting level

Vesting % of

total LTIP award

Between 55.8p and 69.0p per share 25%–100% 13.7p 0.0% 0.0%

Total Shareholder Return (TSR) for 20% of the award:

TSR – Rank of the Company compared to the peer group Pay-out range

Pay-out range

(threshold to

maximum)

Actual

performance Vesting level

Vesting % of

total LTIP award

TSR performance between the median (-36.3%) and upper quartile (-4.2%) 25%–100% -49.7% 0.0% 0.0%

Strategic objectives for 20% of the award:

Measure Target

Actual

performance Vesting level

Vesting % of

total LTIP award

Operating profit

conversion ratio

Financial operating profit conversion ratio of between 20.0%

and 23.5% in 2025 8.10% 0.0% 0.0%

ESG objectives for 10% of the award – equally weighted

Measure Target

Actual

performance Vesting level

Vesting % of

total LTIP award

ESG Scope 1 and 2 – reduction between 35% and 45%

Scope 1: CO

from sources the Company owns or controls directly,

such as an internal car fleet.

Scope 2: CO

derived from the Company’s purchase of electricity,

steam, heat, or cooling.

40% 62.6% 3.13%

Scope 3 – Carbon reduction (absolute reduction of between threshold

20% and 25%)

Scope 3: CO

derived from across the value chain, both upstream and

downstream, e.g. supply chain and clients

41% 100% 5.00%

Total 8.13%

Number of shares granted vs vested vs lapsed based on assessment versus targets for 2023–2025 LTIP award granted in

2023 (audited)

In its review of the formulaic outturn for LTIP 2023–25, the Committee chose to exercise discretion, reducing the award to nil vesting.

Executive Director

Number of

shares granted

Number of

shares vested

Number of

shares lapsed

Dividend

equivalent

additional

Value of vested

shares based

on grant price

Value of

vested shares

attributable

to share price

growth

Dividend

equivalent

additional

Total

Timo Lehne, CEO 159,164 0.00 159,164 0.00 0.00 £0 0.00 0.00

Andrew Beach, CFO 116,066 0.00 116,066 0.00 0.000 £0 0.00 0.00

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1.4 LTIP awards granted during 2025 (audited)

2025–27 LTIP award –

grant 150% of base salary Type Date of grant

Number

of shares

Face value

of award

% of award

receivable at

threshold Performance period

Timo Lehne Conditional

share awards

10 March 2025 307,867 £766,280.96 25% 1 December 2025 to 30 November

2027 for EPS, OPCR and ESG.

10 March 2025 to 9 March 2028 for

TSR only.

Andrew Beach Conditional

share awards

10 March 2025 224,505 £558,792.94 25%

1 Based on the closing share price on day before grant date of 249p.

1.5 Performance conditions for the 2025–2027 LTIP award (audited)

Awards vest on the third anniversary of grant, with a further two-year holding period on vested shares. Performance conditions are

based on EPS, TSR, operating profit conversion ratio, and an ESG metric, each applied independently, and there will be a straight-

line sliding scale between threshold and maximum.

LTIP Weighting EPS TSR OPCR % ESG

2025–2027 50% 20% 20% 10% (5% for each measure)

2025–2027 Between 22.0 pence

(25% vesting) and 38.0

pence (100% vesting)

Between median (25%

vesting) and upper

quartile (100% vesting)

Adjusted operating

profit conversion ratio

between 14.0% (25%

vesting) and 18.0%

(100% vesting)

Measuring carbon reduction across

Scope 1, 2 and 3 emissions.

Incremental progress against 2030.

Milestones, with reductions vs

2019baseline:

1) Scope 1 and 2 reduction: between

threshold 2,717 tCO

e (25% vesting)

and maximum 2,348 tCO

e (100%

vesting); and

2) Scope 3 reduction: between threshold

16,206 tCO

e (25% vesting) and

maximum 14,662 tCO

e (100% vesting).

Notes:

For the 2025–27 LTIP grant the TSR peer group comprises of the following 14 companies – Robert Half International, Randstad, Adecco Group, Asgn, Manpower Group, Korn Ferry, Hays,

Page Group, Kforce, Amadeus Fire, Groupe Crit, Kelly Services ‘A’, Robert Walters and Brunel Intl.

1.6 Payments for loss of office (audited)

No payments were made for loss of office in the year.

1.7 Payments to past Directors (audited)

No payments were made to past Directors in the year.

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Annual Report on Remuneration continued

Section 2 – How we will apply our remuneration policy in 2026

2.1 Base salary

2.2 Benefits and pension

2.3 2026 annual bonus including financial, shared and personal measures

2.4 2026 Long-Term Incentive Plan awards

2.5 Non-Executive Directors (NEDs)

2.1 Base salary

The table below illustrates the most recent base salary review (effective 2026).

Executive Director

Base salary

2025

£’000

Increase

(from 1 Dec

2025)

Base salary

2026

£’000

Timo Lehne, CEO 510.9 0.0% 510.9

Andrew Beach, CFO 372.5 0.0% 372.5

2.2 Benefits and pension

There are no changes to the benefits offered. Any fluctuation in benefit values stated is due to changes in insurance premiums.

TheCEO and CFO receive a pension contribution of 5% of salary in line with the rate applying to the majority of the UK workforce.

2.3 2026 annual bonus including financial, shared and personal measures

The maximum annual bonus remains capped at 120% of base salary. One third of bonus is deferred in shares for two years.

The bonus metrics and weightings for the 2026 annual bonus scheme are summarised in the table below. As the target ranges

for each metric are considered to be commercially sensitive, they will be disclosed retrospectively in next year’s Directors’

remunerationreport.

Metric Weighting Measure Link to strategy/notes

CEO

Group Operating Profit

40%

Group Operating Profit

Operating profit is the key underlying measure

of profitability used within the business.

CFO 50%

CEO

Group Net Fees

20%

Group Net Fees

Revenue less cost of sales. A broad indicator

oftrading.

CFO 20%

CEO

Client Penetration

20%

Client Penetration

Improving our client base; pivoting towards

a greater focus on higher value, more

profitableclients.

CFO 10%

CEO

Personal Objectives

20%

Personal Objectives

Delivery versus agreed objectives to produce

value or efficiency gains.

CFO 20%

2.4 Long-Term Incentive Plan awards

LTIP awards to be granted in early 2026 will be granted in shares worth 150% of salary, subject to a review of the prevailing share

price at the date of grant. Awards will vest on the third anniversary of grant, with a further two-year holding period on vested

shares. Performance conditions will be based on EPS, TSR, operating profit conversion ratio, and an ESG metric, each applied

independently, and performance will be measured along a straight-line scale between threshold and maximum. The performance

period for the TSR measure will start on 1 December 2025 and end on 30 November 2028.

These measures are considered to provide an effective link to the business KPIs and provide a strong long-term alignment of

interest between Executives and shareholders.

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For comparison, LTIP targets are summarised in the following table, for grants made in 2024 and 2025:

LTIP Weighting EPS TSR OPCR% ESG

2024–2026 50% 20% 20% 10% (5% for each measure)

2025–2027 50% 20% 20% 10% (5% for each measure)

2026–2028 50% 20% 20% 10% (5% for each measure)

2024–2026 Between 50.0p

(25%vesting) and 61.0p

(100%vesting)

Between median

(25%vesting) and UQ

(100% vesting)

Adjusted operating profit

conversion ratio between

18.5% (25% vesting) and

22.0% (100% vesting)

Measuring carbon reduction across Scope 1,

2 and 3 emissions.

Incremental progress against 2030 milestones.

1) Scope 1 and 2 reduction: Between

threshold 40% (25% vesting) and 50%

(100% vesting).

2) Scope 3 reduction: Between

threshold 20% (25% vesting)

and25%(100%vesting).

Weighted equally as 5% of overall total.

2025–2027 Between 22p

(25%vesting) and 38p

(100% vesting)

Between median

(25%vesting) and UQ

(100% vesting)

Adjusted operating

profit conversion ratio in

2027 to be between 14%

(25%vesting) and 18%

(100%vesting)

Measuring carbon reduction across Scope 1,

2 and 3 emissions.

Incremental progress against 2030 milestones.

1) Scope 1 and 2 reduction: between

threshold 2,717 tCO

e (25% vesting) and

maximum 2,348 tCO

e (100% vesting); and

2) Scope 3 reduction: between threshold

16,206 tCO

e (25% vesting) and maximum

14,662 tCO

e (100% vesting)

Weighted equally as 5% each of overall total.

2026–2028 Between 20p

(25%vesting) and 25p

(100% vesting)

Between median

(25%vesting) and UQ

(100% vesting)

Adjusted operating profit

conversion ratio between

10.6% (25% vesting) and

12.8% (100% vesting)

Measures and targets are currently being

finalised and will be disclosed in the RNS

announcement for the Directors’ LTIP awards.

Notes:

The TSR peer group comprises of the following 14 companies – Robert Half International, Randstad, Adecco Group, Asgn, Manpower Group, Korn Ferry, Hays, Page Group, Kforce,

Amadeus Fire, Groupe Crit, Kelly Services ‘A’, Robert Walters, Brunel Intl.

2.5 Non-Executive Directors (NEDs)

The Committee and Board reviewed the fee levels during the year taking into consideration market benchmarks, the responsibilities

and time commitment required for the Chair and NEDs to fulfil their role.

Again, this year it was agreed the Chair and NED fees shall remain unchanged.

The fees for the Chairman and NEDs are as follows:

Role

2025

annual fee

£’000

2026

annual fee

£’000

Chair 179 179

NED base fee (x 4 in 2025 and 2026) 58 58

Committee Chair (Audit and Remuneration) 10 10

SID 10 10

Employee engagement NED 5 5

Total (Articles of Association limit is £750,000 per annum) 447 447

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Annual Report on Remuneration continued

Section 3 – Directors’ interests in shares and broader context for

Directors’ pay

3.1 Outstanding share awards held by Directors under LTIP and SAYE

3.2 Statement of Directors’ shareholdings

3.3 Total Shareholder Return (TSR) performance of SThree over the last ten-year period

3.4 Historical levels of CEO remuneration and incentive plan pay-outs

3.5 Year-on-year percentage change in CEO remuneration compared to employees

3.6 CEO pay ratio

3.7 Relative importance of spend on all employees’ pay compared to dividend payments

3.1 Outstanding share awards held by Directors under LTIP and SAYE (audited)

Awards outstanding (including those granted in the year), comprising LTIP, and SAYE (audited) Executive Directors’ awards

outstanding under the LTIP are set out in the table below. Awards are currently structured as conditional awards of shares.

Executive Director

Type

of award

Dates of

LTIP grant/award

Market price at

grant/award

Shares originally

awarded

Face value

£ Vesting date

Remaining unvested

at 30/11/2025

Timo Lehne LTIP 09/03/2023 472 159,164 £751,254.00 09/03/2026 159,164

LTIP 06/03/2024 416.5 213,915 £890,955.98 06/03/2027 213,915

LTIP 10/03/2025 248.9 307,867 £766,280.96 10/03/2028 307,867

Andrew Beach LTIP 09/03/2023 472 116,066 £547,832.00 09/03/2026 116,066

LTIP 06/03/2024 416.5 155,992 £649,706.68 06/03/2027 155,992

LTIP 10/03/2025 248.9 224,505 £558,792.94 10/03/2028 224,505

3.2 Statement of Directors’ shareholdings (audited)

Under the remuneration policy Executive Directors must build and maintain a level of shares equivalent to at least 200% of base

salary. Directors’ interests in the ordinary share capital of the Company as at the year end, or at the date of stepping down from

the Board, are shown in the table below, including the interests of connected persons and any changes since the start of the year.

Other than the usual monthly purchases of shares under the Group’s all-employee share purchase plans as disclosed in Regulatory

Announcements, there have been no changes to the share interests of Directors between year-end and 23 February 2026. No

Director had any other interest in the share capital of the Company or its subsidiaries, or exercised any option during the year,

otherthan as disclosed.

Director

Ordinary

shares held at

1 December

2024

Ordinary

acquired

Ordinary

disposed

Ordinary

shares held at

30 November

2025

Indirect

interest with

performance

conditions

(i.e. LTIP)

Indirect

interest with

performance

conditions

(i.e. SIP)

Share options

(SAYE)

Shareholding

requirement

(% of salary)

Shareholding

(% of 2025

salary)

Timo Lehne 317,099 44,718 – 361,817 680,946 262 – 200% 116%

Andrew Beach 82,916 36,515 – 119,926 496,563 269 – 200% 53%

James Bilefield 15,000 – – 15,000 – – – – –

Elaine O’Donnell 11,000 – – 11,000 – – – – –

Imogen Joss – – – – – – – – –

Sanjeevan Bala – – – – – – – – –

Paula Coughlan – – – – – – – – –

Rosie Shapland – – – – – – – – –

Denise Collis (retired) 5,000 – – 5,000 – – – – –

1 Includes Deferred Bonus Shares. Shares held as at 30 June 2025 for Denise Collis.

2 By reference to original award numbers.

3 The value has been calculated using a share price of 164p, being the share price on the last day of the financial year.

Financial Statements

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3.3 Total Shareholder Return (TSR) performance of SThree over the last ten-year period

The following graph shows the TSR of the Company, compared to the FTSE 350 Support Services and FTSE Small Cap indices.

These are considered the most illustrative comparators for investors as the Company is or has been a constituent in the past of

these indices.

100

150

200

250

SThree

FTSE 350 Support Services

FTSE Small Cap

2015 2016 2017 2018 2019 2020 2021 2022 2023 20252024

3.4 Historical levels of CEO remuneration and incentive plan pay-outs

The table below shows historical levels of CEO total remuneration over a ten-year period, as well as annual bonus and LTIP vesting

percentages over the same period.

Year CEO

CEO total

remuneration

£’000

Annual bonus

(% of maximum)

LTIP awards vesting

(% of maximum)

2025 Timo Lehne 806.3 41.4% 0.00

2024 Timo Lehne 946.8 47.6% 16.2%

2023 Timo Lehne 946.0 18.5% 91.3%

2022 Timo Lehne

942.8 82.7% 50.8%

2022 Mark Dorman

364.2 79.3% 50.8%

2021 Mark Dorman 1,533.1 83.3% 34.4%

2020 Mark Dorman 500.2 00.0% n/a

2019 Mark Dorman (appointed 18 March 2019) 629.1 55.7% n/a

2019 Gary Elden (stepped down 18 March 2019) 832.1 53.2% 63.5%

2018 Gary Elden 1,064.0 73.4% 18.8%

2017 Gary Elden 1,228.9 76.2% 41.0%

2016 Gary Elden 1,058.5 56.4% 50.0%

1 Timo Lehne was appointed as interim CEO on 1 January 2022 and permanent CEO from 28 April 2022.

2 Mark Dorman stepped down from the CEO role on 31 December 2021.

3 Mark Dorman was not eligible to receive the 2018–2020 LTIP award for which the performance period ended in 2020; the LTIP vested at 19.3% of maximum for participants.

4 Mark Dorman was not eligible to receive the 2017–2019 LTIP award for which the performance period ended in 2019; the LTIP vested at 71.8% of maximum for participants.

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Annual Report on Remuneration continued

3.5 Year-on-year percentage change in Directors’ remuneration compared to employees

The table below shows the percentage change for each element of remuneration between FY21 and FY25 for Directors who served

during each year, compared with all Group employees.

FY25 vs FY24 FY24 vs FY23 FY23 vs FY22 FY22 vs FY21

Salary/

fees Benefits

Annual

bonus

Salary/

fees Benefits

Annual

bonus

Salary/

fees Benefits

Annual

bonus

Salary/

fees Benefits

Annual

bonus

Timo Lehne (0.0%) (0.8%) (12.9%) 2.0% (2.8%) 162.8% 10.2% 16.2% (75.3%) n/a n/a n/a

Mark Dorman n/a n/a n/a n/a n/a n/a

Andrew Beach 0.0% (1.7%) (15.3%) 2.0% 2.9% 154.4% 3.5% 9.0% (76.8%) n/a n/a n/a

James Bilefield 0.0% 2.0% 3.5% 13.3%

Elaine O’Donnell 0.0% 1.9% 3.2% n/a

Denise Collis n/a 1.5% 2.4% 13.5%

Barrie Brien n/a (59.1%) (4.2%) 23.8%

Sanjeevan Bala 72.6%

Imogen Joss 14.3% 2.2% (0.0%)

Paula Coughlan n/a

Rosie Shapland n/a

All Employees (4.5%) 7.0% (2.0%) 11.8% 26.3% 0.1% (1.2%) (0.3%) (22.1%) 13.8% 20.4% (15.5%)

Notes:

n/a: comparisons for these executives cannot be provided if they joined or left in the year or were not on the Board in the prior year.

1 Denise Collis retired from the Board on June 2025.

2 Paula Coughlan joined the Board in April 2025.

3 Rosie Shapland joined the Board in November 2025.

4 No employees other than Directors are in the listed parent Company, therefore we have chosen to use Group employees.

5 All Employees: Uses the average Salary/Benefits/Annual bonus for the population in place at the time. Please see previous years’ reports for comments in relation to comparisons for

prioryears.

3.6 CEO pay ratio

The Committee has decided to use Option B in the relevant regulations to calculate the Chief Executive Officer pay ratio, using

2025 gender pay gap information to identify the three UK employees as the best equivalents of P25, P50 and P75. The total pay

and benefits for P25, P50 and P75 has been calculated based on full-time equivalent at 30 November 2025. This methodology was

selected as the Committee believes this provides a more accurate and consistent calculation based on the information available at

this time.

The following table sets out the CEO pay ratio at the median, 25th and 75th percentile.

Financial year Method

25th percentile

pay ratio Median

75th percentile

pay ratio

2025 Option B 28:1 19:1 13:1

2024 Option B 27:1 16:1 15:1

2023 Option B 32:1 20:1 12:1

2022 Option B 40:1 22:1 14:1

2021 Option B 59.1 35.1 23.1

2020 Option B 22.1 19.1 10.1

2019 Option B 34.1 26.1 16.1

2018 Option B 39.1 24.1 20.1

The employee remuneration data points at the three percentile ranges are shown below:

Employees’

salary

(£)

Employees’ total

remuneration

(£)

P 25 pay 32,450 34,072

P 50 pay 46,665 48,999

P 75 pay 71,167 74,725

Financial Statements

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Introduction Governance ReportStrategic Report

Ratios have varied each year primarily driven by varying CEO bonus awards and long-term incentive plan vesting.

The Committee is satisfied the median pay ratio is consistent with the pay, reward and progression policies for the Group’s

employees. Workforce pay and reward policies across the Group are actively considered by the Committee when determining the

Executive Director Remuneration Policy and its implementation each year to ensure that our approach to reward across the Group

is aligned with our values.

3.7 Relative importance of spend on all employees’ pay compared to dividend payments

The table below sets out the change to the total employee remuneration costs compared with the change in dividends for 2025

compared to 2024. All figures are taken from the relevant sections of the Annual Report.

Item 2025 2024 Change

Dividends £18.5m £15.9m 16.4%

Remuneration paid to employees (incl. Directors) £222.2m £234.7m (5.3%)

Section 4 – Governance

4.1 The Committee and its advisers

4.2 Statements of voting at most recent AGMs

4.3 Approval

4.1 The Committee and its advisers

The Committee’s Terms of Reference (available at www.sthree.com) are reviewed periodically to align as closely as possible with

the UK Corporate Governance Code (the ‘Code’) and CGI best practice guidelines. During the year, the Committee comprised

only independent NEDs, being Denise Collis (Chair until 30 June 2025), James Bilefield, Sanjeevan Bala, Imogen Joss (Chair from

1July 2025), Paula Coughlan (from 30 April 2025), Elaine O’Donnell and Rosie Shapland (from 27 November 2025). The Committee

therefore meets Code requirements to comprise at least three independent NEDs.

The Chief Executive Officer, Chief Financial Officer and the most senior HR representative attend meetings by invitation, excluding

matters related to their own remuneration. The Committee met four times during the year for routine business. No member of the

Committee has any personal financial interest (other than as a shareholder) in the matters decided.

The Committee appointed Korn Ferry as its independent remuneration adviser in 2016, following a comprehensive review.

Fees paid to Korn Ferry for advice in relation to remuneration matters during the 2025 year were £115,766 (2024: £71,838) on a time

spent basis, both excluding VAT. A representative from Korn Ferry attends each Remuneration Committee meeting and provides

input into the papers. Korn Ferry are members of the Remuneration Consultants Group (RCG) and comply with the RCG Code

of Conduct. Korn Ferry has no other relationship with the Company, and the Committee is satisfied that their advice was and is

objective and independent.

4.2 Statements of voting at most recent AGMs

At the AGM held in April 2023, the following votes were cast in relation to the binding vote on the remuneration policy and at the

AGM held in April 2025, the following votes were cast in relation to the advisory vote on the Directors’ Remuneration Report.

Resolution For % Against % Withheld

Directors’ remuneration policy* 91,519,780 96.35 3,469,671 3.65 20,939

Directors’ remuneration report* 93,558,964 92.23 7,886,269 7.7 7 332,657

* Votes withheld are not counted in the % shown above.

4.3 Approval

This report was approved by the Board of Directors on the date shown below and signed on its behalf by:

Imogen Joss

Chair of the Remuneration Committee

23 February 2026

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140

Directors’ report

The Directors present their Annual

Report and Accounts on the activities

of the Company and the Group,

together with the audited Consolidated

Financial Statements for the year ended

30 November 2025.

The Board confirms that these, taken

as a whole, are fair, balanced and

understandable and that the narrative

sections of the report are consistent with

the financial statements and accurately

reflect the Group’s strategy, performance

and financial position. Where reference

is made to other sections of the Annual

Report and Accounts, these sections

are incorporated into this report by

reference. An overview of the principal

risks and uncertainties faced by the

Group is also provided in the Strategic

Report on pages 02 to 87, along with the

Company’s Section 172 statement.

These sections, together with the

Governance (pages 90 to 101), Employee

engagement (pages 102 to 104),

Nomination Committee (pages 105 to

108), Audit & Risk Committee (pages 109

to 116) and Directors’ remuneration reports

(pages 117 to 139), provide an overview

of the Group, including on environmental

and employee matters, and give an

indication of future developments in the

Group’s business, providing a balanced

assessment of the Group’s position and

prospects in accordance with the latest

reporting requirements. The Group’s

subsidiary undertakings, including

branches outside the UK, are disclosed in

note 24 to the financial statements, found

on pages197to 198.

The forward-looking statements reflect

knowledge and information available at

the date of preparation of this Annual

Report and Accounts and nothing in this

Annual Report and Accounts should be

construed as a profit forecast.

The Directors confirm that they have

carried out a robust assessment of the

principal and emerging risks facing the

Company and the Group, including

those that would threaten the business

model, future performance, solvency

and liquidity, and explained how they are

being managed or mitigated (see analysis

of key risks, mitigation and impact on

strategy within the Strategic Report).

Information on the Company, including

legal form, domicile and registered office

address, is included in note 1 to the

financial statements, on page 161.

Business operations and

performance business model

The Strategic Report provides information

relating to the Group’s activities, its

business model, governance, strategy,

future developments and the principal risks

and uncertainties faced by the business,

including analysis using both financial and

non-financial KPIs where necessary.

Results and dividends

Results and other key financial information

for the year ended 30 November 2025

are set out in the financial statements,

beginning on page 155.

The Group paid an interim dividend

of 5.1 pence per share in December

2025 (FY24: 5.1 pence). The Directors

have also recommended a final

dividend of 9.2pence per share to be

paid in June2026 (FY24: 9.2 pence)

to shareholders on the register at the

closeof business on 15 May 2026.

Financial instruments

Information and policy in respect of

financial instruments and financial risk

management is set out in note 22 to

the financial statements, together with

information on price, credit and liquidity

risks, on pages 192 to 197.

Research and development

The only expenditure incurred in the

areaof research and development

relatesto software and system

development, which is shown in the

notes to the financial statements.

Events occurring after the

reporting period

On 27 January 2026 the Company

announced its intention to launch

a share buyback programme of up

to £20 million. The share buyback

programme commenced on

12 February 2026. At 23 February 2026,

£390,920.47 has been completed.

Significant agreements and

implications following a change

ofcontrol or takeover

The Group has business relationships

with a number of clients and contractors

but is not reliant on any single one.

There are no significant agreements

which the Company is party to that take

effect, alter or terminate upon a change

of control of the Company following a

takeover offer, with the exception of the

Citibank and HSBC Revolving Credit

Facility agreements.

The Company does not have agreements

with any Director or employee that would

provide compensation for loss of office

or employment resulting from a takeover,

except that in the event of a takeover,

provisions of the Group’s share plans and

tracker share arrangements may cause

options and awards to vest or for tracker

shares to be acquired.

Directors and their interests

The Directors of the Company, including

their biographies and Board Committee

composition, are shown within the Board

of Directors section of this Annual Report

and Accounts on pages 90 to 91.

All Directors served throughout the

financial year, except for Paula Coughlan,

who was appointed to the Board on 30

April 2025, Rosie Shapland, who was

appointed to the Board on 27 November

2025, and Denise Collis who retired

as a Director on 30 June 2025. Elaine

O’Donnell stepped down as a Director

on 31 December 2025, after the year end.

In accordance with the UK Corporate

Governance Code, all serving Directors will

retire at the 2026 Annual General Meeting

and submit themselves for election or

re-election. Rules on the appointment and

replacement of Directors are governed

primarily by the Company’s Articles, the

UK Corporate Governance Code and the

Companies Act 2006.

Other than employment contracts, none

of the Directors had a material interest

in any contract with the Company or its

subsidiary undertakings. Key terms of the

Directors’ service contracts and interests

in shares and options are disclosed in the

Directors’ remuneration report on pages

117 to 139. Details of the gender and

ethnic diversity of the Board of Directors

can be found on page 107.

Directors’ indemnities, and

Directors’ and Officers’ insurance

The Directors have the benefit of the

indemnity provisions contained in the

Company’s Articles, and the Company

has maintained throughout the year

Directors’ and Officers’ liability insurance

for the benefit of the Company, the

Directors and its officers. The Company

has entered into qualifying third-party

indemnity arrangements for the benefit

of all its Directors in a form and scope

which comply with the requirements

of the Companies Act 2006 and which

were in force throughout the year and

remain in force.

Financial Statements

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Introduction Governance ReportStrategic Report

Conflicts of interest

The Board also confirms that there

are appropriate procedures in place

to ensure that its powers to authorise

the Directors’ conflicts of interest are

operated effectively. The Board maintains

a register of all potential conflicts,

which include external appointments,

close family members and companies

of which a Director maintains a

significantshareholding.

Shareholders and share capital

Share capital and share rights

SThree plc is listed on the main market

of the London Stock Exchange, and

trades under the STEM ticker. As at

30 November 2025, the issued share

capital of the Company was 127,858,067

ordinary shares of 1 pence each, which

includes 35,767 shares held in treasury.

Details of the share capital of the

Company, together with movements

during the year are shown in the notes to

the financial statements. The rights and

obligations attached to the Company’s

ordinary shares are contained in the

Articles. Shares acquired by employees

under a Company share scheme rank

equally with all other shares in issue.

Ordinary shares allow holders to receive

dividends and to vote at general meetings

of the Company. They also have the right

to a return of capital on a winding-up.

There are no restrictions on the size

of holding or the transfer of shares,

which are both governed by the general

provisions of the Company’s Articles and

relevant legislation. Under the Articles,

the Directors have the power to suspend

voting rights and the right to receive

dividends in respect of ordinary shares,

as well as to refuse to register a transfer

in circumstances where the holder

of those shares fails to comply with a

notice issued under Section 793 of the

Companies Act 2006. The Directors

also have the power to refuse to register

any transfer of certificated shares that

does not satisfy the conditions set out

intheArticles.

The Company is not aware of any

agreements between shareholders that

might result in the restriction of transfer

of voting rights in relation to the shares

held by such shareholders.

Authority to issue or make

purchases of own shares including

as treasury shares and dilution

The Company is, until the date of

the forthcoming AGM, generally and

unconditionally authorised to issue

and buy back a proportion of its own

ordinaryshares.

The Company’s policy is to comply with

investor guidelines on dilution limits for its

share plans by using a mixture of market-

purchased and new-issue shares.

In December 2024, the Company

announced a £20 million share buyback

programme to purchase ordinary shares

in the capital of the Company. Under the

programme 7,779,335 ordinary shares

were repurchased and cancelled.

In addition, 578,761 shares were

purchased in the market during the year

at a cost of £1,183,288 by the Employee

Benefit Trust (EBT).

Purchases may be made for cancellation,

to be held as treasury shares, or for the

EBT. The Company’s EBT has waived its

right to dividends on shares held in the

Trust account. The Directors will seek

to renew the authority to purchase up

to 10% of the Company’s issued share

capital at the next AGM.

Substantial shareholdings

As at the date of this report, the Group

has been notified, under the Financial

Conduct Authority’s (FCA) Disclosure

and Transparency Rules (DTR 5), of the

significant interests in the ordinary share

capital of the Company, shown below.

Name of holder

Number of

Percentage

shareholding Date of notification

JO Hambro Capital Management 13,961,276 10.92% 2 January 2026

Van Lanschot Kempen Investment

Management NV 12,729,804 9.96% 12 June 2025

JP Morgan Asset Management 9,725,746 7.23% 11 December 2022

FIL Limited 6,444,316 5.04% 23 October 2025

FMR LLC 6,441,828 5.04% 21 October 2025

GLG Partners LP 6,742,647 5.03% 11 February 2025

Littlejohn & Co 6,739,588 5.01% 6 July 2023

Allianz Global Investors GmbH 6,104,204 4.78% 10 July 2025

The information provided above was

correct at the date of notification.

However, since notification of any change

is not required until the next notifiable

threshold is crossed, these holdings are

likely to have changed. No Director held

over 3% of the Company’s share capital.

In addition, the Companies Act 2006,

s992 (13c) requires disclosure of persons

with significant direct or indirect holdings

of securities as at the year end. At the

year end we were aware of the following

significant shareholdings:

Name of holder

Number of

Percentage

shareholding

Nature of

holding

Kempen Capital Management 14,495,866 11.34% Indirect

JO Hambro Capital Management 14,115,577 11.04% Indirect

Fidelity International 10,022,543 7.84% Indirect

JPMorgan Asset Management 7,373,123 5.77% Indirect

Jupiter Asset Management 7,109,407 5.56% Indirect

Fidelity Management & Research 6,008,735 4.70% Indirect

Man GLG 5,787,234 4.53% Indirect

Allianz Global Investors 5,776,034 4.52% Indirect

Harris Associates 4,695,355 3.67% Indirect

Wellington Management 4,362,979 3.41% Indirect

SThree plc Annual Report and Accounts 2025 sthree.com

142

Annual General Meeting (AGM)

The AGM of the Company will be held

on 29 April 2026, at 8 Bishopsgate,

London, England, EC2N 4BQ.

Aseparate Notice details all business

tobetransacted.

Governance, policies and

stakeholder information to be

disclosed under LR 6.6.1R

Details of the disclosures to be made

under Listing Rule 6.6.1R are listed below.

6.6.1R (3): Details of any long-term

incentive schemes can be found in

the Directors’ remuneration report,

onpages117 to 139.

Aside from the above, the other required

disclosures are not applicable.

Related party transactions

Details of any related party transactions

undertaken during the year are shown in

the notes to the financial statements.

Corporate and social

responsibility, including

diversity, human rights and

environmentalmatters

The Board pays due regard to

environmental, health and safety, and

employment responsibilities, and devotes

appropriate resources to monitoring

compliance with, and improving,

standards. The Chief Executive Officer

has responsibility for these areas at

Board level, ensuring that the Group’s

policies are upheld and providing the

necessaryresources.

Further information on the Group’s

diversity, human rights and anti-bribery

and corruption policies, plus detail on

environmental matters, including carbon

emissions data, is contained in the

‘Strategic progress’ and ‘Responsible

business’ sections of this Annual Report

and Accounts, whilst information

on employee share plans and share

ownership is contained in the Directors’

remuneration report and the notes to the

financial statements.

Section 172 and

stakeholderengagement

Information about our stakeholders,

including employees, suppliers and

customers, and how the Board has

engaged and considered their views

in regard to principal decisions can be

found in the Corporate Governance

Report and within the Stakeholder

engagement section on pages 50 to 52

and Employee engagement section on

pages 102 to 104.

Health and safety

The Group is committed to providing

for the health, safety and welfare of

all current and potential employees.

Every effort is made to ensure that all

health and safety legislation, regulations

or similar codes of practice, are

compliedwith.

Equal opportunities

The Group is also committed to

providing equal opportunities and

employees are encouraged to train and

develop their careers. Group policy is to

offer the opportunity to benefit from fair

employment, without regard to gender,

sexual orientation, marital status, race,

religion or belief, age or disability, and

full and fair consideration is given to the

employment of disabled persons for all

suitable jobs.

In the event of any employee becoming

disabled, every effort is made to ensure

that employment continues within the

existing or a similar role, and it is the

Group’s policy to support disabled

employees in all aspects of their training,

development and promotion where

it benefits both the employee and

theGroup.

Greenhouse gas emissions

The Board is conscious of the role

that the business plays in building a

greener future and its impact on the

environment, and is committed to our

ambitious environmental goals. Details

of the business’s carbon emissions can

be found in the ‘Our commitment to

being a responsible business’ section on

pages54 to 75.

Political donations

No donations for political purposes of

any kind were made during the year

(FY24: £nil).

Modern Slavery Act 2015: slavery

and human trafficking statement

The Board of Directors has approved

and published on its website its Modern

Slavery Statement. This statement is

made pursuant to Section 54(1) of the

Modern Slavery Act 2015 and constitutes

our slavery and human trafficking

statement for 2024. The Company’s

Modern Slavery Act statement can be

found on our website, www.sthree.com.

Championing human rights

Our Equal Opportunities policy sets out

clear expectations of how to conduct

business in an ethical and transparent

way, without compromising integrity

and professionalism, and respecting the

rights and dignity of all people.

Our focus is on ethical recruitment and

working conditions at our sites, security,

and community health and livelihoods.

Given that we also expect our business

partners to respect these workplace

values, our Code of Conduct promotes:

– ethical handling of actual or apparent

conflicts of interest;

– compliance with applicable

governmental laws, rules

andregulations;

– complete, accurate, fair and

balanceddisclosure in reporting; and

– prompt internal reporting

ofviolations.

Furthermore, ensuring candidates are

placed within a fair and ethical workplace

is a fundamental pillar in the recruitment

process. We have a responsibility

to all candidates we place to ensure

that they are not subjected to bribery,

corruption, exploitation, forced labour or

modern slavery at the companies they

join. Implementation of this is ensured

through extensive training and the

continuous education of our people.

Directors’ report continued

Financial Statements

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Introduction Governance ReportStrategic Report

Employees, contractors or other third

parties are required to immediately

report any instances of unethical

behaviour or suspicion of malpractice

to a line manager, or a member of

the Group HR Team, or the Speak Up

whistleblowing line. Any breaches in

human rights are reported to our Chief

People Officer and, where required, to

relevant authorities.

Independent auditor

Ernst & Young LLP has expressed its

willingness to continue in office as

auditor and a resolution to reappoint

them will be proposed at the

forthcomingAGM.

Audit fees and non-audit services in

respect of EY’s 2025 audit are disclosed

in the Audit & Risk Committee report,

onpage 115.

Statement of Directors’

responsibilities in respect of

financial statements

The Directors are responsible for

preparing the Annual Report and

Accounts 2025 and the financial

statements in accordance with

applicable law and regulations.

Company law requires the Directors

to prepare financial statements for

each financial year. Under that law, the

Directors have prepared the Group

financial statements in accordance with

UK-adopted International Accounting

Standards and the Company financial

statements in accordance with

United Kingdom Generally Accepted

Accounting Practice (United Kingdom

Accounting Standards, comprising FRS

101 Reduced Disclosure Framework (FRS

101), and applicable law).

Under company law, Directors must not

approve the financial statements unless

they are satisfied that they give a true

and fair view of the state of affairs of the

Group and Company and of the profit or

loss of the Group for that period.

In preparing the financial statements, the

Directors are required to:

– select suitable accounting policies

and then apply them consistently;

– state whether applicable UK-adopted

International Accounting Standards

have been followed for the Group

financial statements and United

Kingdom Accounting Standards,

comprising FRS 101, have been

followed for the Company financial

statements, subject to any material

departures disclosed and explained in

the financial statements;

– make judgements and accounting

estimates that are reasonable and

prudent; and

– prepare the financial statements on

the going concern basis unless it is

inappropriate to presume that the

Group and Company will continue

inbusiness.

The Directors are responsible for

safeguarding the assets of the Group

and Company and hence for taking

reasonable steps for the prevention and

detection of fraud and other irregularities.

The Directors are also responsible for

keeping adequate accounting records

that are sufficient to show and explain

the Group’s and Company’s transactions

and disclose with reasonable accuracy

at any time the financial position of the

Group and Company and enable them

to ensure that the financial statements

and the Directors’ remuneration report

comply with the Companies Act 2006.

The Directors are responsible for

the maintenance and integrity of the

Company’s website. Legislation in

the United Kingdom governing the

preparation and dissemination of

financial statements may differ from

legislation in other jurisdictions.

Directors’ confirmations

The Directors consider that the Annual

Report and Accounts 2025, taken as a

whole, is fair, balanced and understandable

and provides the information necessary

for shareholders to assess the Group’s and

Company’s position and performance,

business model and strategy.

Each of the Directors, whose names

and functions are listed in the ‘Our

Board’ section of this Annual Report and

Accounts, confirm that, to the best of

their knowledge:

– the Group financial statements,

which have been prepared in

accordance with UK-adopted

International Accounting Standards,

give a true and fair view of the assets,

liabilities and financial position and

profit of the Group;

– the Company financial statements,

which have been prepared in

accordance with United Kingdom

Accounting Standards, comprising

FRS 101, give a true and fair view of

the assets, liabilities and financial

position of the Company; and

– the Directors’ report, together with

the Strategic Report, Chair and other

Officers’ sections of this Annual

Report and Accounts, includes a

fair review of the development and

performance of the business and the

position of the Group and Company,

together with a description of the

principal risks and uncertainties that

it faces.

In the case of each Director in office

at the date the Directors’ report

isapproved:

– so far as the Director is aware, there

is no relevant audit information of

which the Group’s and Company’s

auditors are unaware; and

– they have taken all the steps that they

ought to have taken as a Director in

order to make themselves aware of

any relevant audit information and

to establish that the Group’s and

Company’s auditors are aware of

thatinformation.

Kate Danson

Company Secretary

For and on behalf of SThree plc

23 February 2026

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SThree

Beyond Recruitment

Introduction Strategic Report Financial StatementsGovernance Report

SThree plc Annual Report and Accounts 2025

145

sthree.com

Financial

In this section

146 Independent auditors’ report

155 Consolidated Income Statement

156 Consolidated Statement of

Comprehensive Income

157 Statements of Financial Position

158 Consolidated Statement of

Changes in Equity

159 Company Statement of

Changes in Equity

160 Consolidated Statement of

Cash Flows

161 Notes to the financial statements

201 Five-year financial summary

Other Information

202 Results announcement timetable

203 Shareholder information

204 Company information and

corporate advisers

Statements

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Independent auditors’ report

to the members of SThree plc

Opinion

In our opinion:

– SThree plc’s group financial statements and parent company financial statements (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 30 November 2025 and of the group’s profit 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 United Kingdom Generally Accepted

Accounting Practice; and

– the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements of SThree plc (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended

30November 2025 which comprise:

Group Parent company

Consolidated Income Statement for the year ended 30 November 2025 Statement of Financial Position as at 30 November 2025

Consolidated Statement of Comprehensive Income for the year ended

30 November 2025

Statement of Changes in Equity for the year ended 30 November 2025

Consolidated Statement of Financial Position as at 30 November 2025 Related notes 1 to 25 to the financial statements including material

accounting policy information

Consolidated Statement of Changes in Equity for the year ended

30 November 2025

Consolidated Statement of Cash Flows for the year ended

30 November 2025

Related notes 1 to 25 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).

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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

ouropinion.

Independence

We are independent of the group and parent 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 as applied to listed public interest entities, and we have fulfilled

our other ethical responsibilities in accordance with these requirements.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent company and we

remain independent of the group and the parent company in conducting the audit.

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Introduction Strategic Report Financial StatementsGovernance Report

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. Our evaluation of the directors’ assessment of the group and parent

company’s ability to continue to adopt the going concern basis of accounting included:

– Confirming our understanding of management’s going concern process including the review controls in place over the

preparation of the group’s going concern model;

– Assessing the appropriateness of the duration of the going concern assessment period to 31 July 2027 and considering the existence

of any significant events or conditions beyond this period based on our knowledge arising from other areas of the audit;

– Obtaining management’s board approved cash flow forecasts, forecast covenant calculations and sensitivities to 31 July 2027,

ensuring the forecasts are consistent with those used in other areas including impairment and deferred tax asset recoverability

assessments. We obtained management’s reverse stress test to understand how severe the downside scenarios would need

be to result in negative liquidity or a covenant breach and assess the plausibility of the scenarios. We tested the models for

arithmetical accuracy, as well as checking the net debt position at the year-end date which is the starting point for the model.

We assessed the reasonableness of the cashflow forecasts by analysing management’s historical forecasting accuracy and by

challenging management’s assumptions in preparing the forecasts;

– Reviewing management’s assessment of controllable mitigating options available to the group to reduce cash flow spend in

the going concern period, to determine whether such actions could be implemented by management, if required. We have

obtained support to determine whether these were within the control of management and evaluated the impact of these

mitigations in light of our understanding of the business and its cost structures;

– Reading the group’s borrowing facilities agreements to understand the covenant requirements. We reviewed that no covenants

have been breached during the year to 30 November 2025 and there is no forecast covenant breach in either the base or severe

but plausible downside scenarios during the going concern assessment period;

– Reviewing market data for indicators of potential contradictory evidence to challenge the company’s going concern assessment

including review of profit warnings within the sector and review of industry analyst reports; and

– Considering whether management’s disclosures in the financial statements sufficiently and appropriately reflect the going

concern assessment and outcomes.

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 through to 31 July 2027.

In relation to the group and parent company’s reporting on how they have applied the UK Corporate Governance Code, we have

nothing material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the

directors considered it appropriate to adopt the going concern basis of accounting.

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

of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the

group’s ability to continue as a going concern.

Overview of our audit approach

Audit scope – We performed an audit of the complete financial information of 10 components and audit procedures on specific

balances for a further 5 components and central procedures on share options, taxation, right of use assets and lease

liabilities, trade receivables, contract assets, provision for impairment of trade receivables and contract assets, cash and

cash equivalents, provisions, trade payables, certain centralised accruals, and equity.

Key audit matters – Appropriateness of the timing of revenue recognition around year-end.

– Carrying value of investments in certain UK subsidiaries (parent company only).

Materiality – Overall group materiality of £2.9m which represents 5% of profit before tax normalised over a 3-year period between

2023 to 2025.

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An overview of the scope of the parent company and group audits

Tailoring the scope

In the current year our audit scoping has been updated to reflect the new requirements of ISA (UK) 600 (Revised). We have

followed a risk-based approach when developing our audit approach to obtain sufficient appropriate audit evidence on which to

base our audit opinion. We performed risk assessment procedures, to identify and assess risks of material misstatement of the

group financial statements and identified significant accounts and disclosures.

When identifying components at which audit work needed to be performed to respond to the identified risks of material

misstatement of the group financial statements, we considered our understanding of the group and its business environment, the

potential impact of climate change, the applicable financial framework, the group’s system of internal control at the entity level, the

existence of centralised processes, applications and any relevant internal audit results.

We determined that centralised audit procedures can be performed across all components in the following audit areas: share

options, taxation, right of use assets and lease liabilities, trade receivables, contract assets, provision for impairment of trade

receivables and contract assets, cash and cash equivalents, provisions, trade payables, certain centralised accruals, and equity.

We then identified 9 components as individually relevant to the group due to relevant events and conditions underlying the

identified risks of material misstatement of the group financial statements being associated with the reporting components or a

pervasive risks of material misstatement of the group financial statements or a significant risk or an area of higher assessed risk of

material misstatement of the group financial statements being associated with the components and 3 of the components of the

group as individually relevant due to materiality or financial size of the component relative to the group.

For those individually relevant components, we identified the significant accounts where audit work needed to be performed at

these components by applying professional judgement, having considered the group significant accounts on which centralised

procedures will be performed, the reasons for identifying the financial reporting component as an individually relevant component

and the size of the component’s account balance relative to the group significant financial statement account balance.

We then considered whether the remaining group significant account balances not yet subject to audit procedures, in aggregate,

could give rise to a risk of material misstatement of the group financial statements. We selected 3 components of the group to

include in our audit scope to address these risks.

Having identified the components for which work will be performed, we determined the scope to assign to each component.

Of the 15 components selected, we designed and performed audit procedures on the entire financial information of 10 components

(“full scope components”). For 5 components, we designed and performed audit procedures on specific significant financial

statement account balances or disclosures of the financial information of the component (“specific scope components”). For the

remaining 78 components, we performed specified audit procedures to obtain evidence for one or more relevant assertions.

Our scoping to address the risk of material misstatement for each key audit matter is set out in the key audit matters section of

ourreport.

Independent auditors’ report continued

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Involvement with component teams

All audit work performed for the purposes of the audit was undertaken by the group audit team.

Climate change

Stakeholders are increasingly interested in how climate change will impact SThree plc. The group has determined that the most

significant future impacts from climate change on their operations will be from transition and physical risks. These are explained

on pages 68 to 70 in the required Task Force On Climate Related Financial Disclosures. They have also explained their climate

commitments on pages 73 to 75. All of these disclosures form part of the “Other information,” rather than the audited financial

statements. Our procedures on these unaudited disclosures therefore consisted solely of considering whether they are materially

inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appear to be materially

misstated, in line with our responsibilities on “Other information”.

In planning and performing our audit we assessed the potential impacts of climate change on the group’s business and any

consequential material impact on its financial statements.

The group has explained in their Basis of Preparation how they have reflected the impact of climate change in their financial

statements. There are no significant judgements or estimates relating to climate change in the notes to the financial statements.

Our audit effort in considering the impact of climate change on the financial statements was focused on evaluating management’s

assessment of the impact of climate risk, physical and transition, their climate commitments, the effects of material climate risks

disclosed on pages 66 to 77 and whether these have been appropriately reflected following the requirements of the relevant

accounting framework. As part of this evaluation, we performed our own risk assessment, supported by our climate change internal

specialists, to determine the risks of material misstatement in the financial statements from climate change which needed to be

considered in our audit.

We also challenged the Directors’ considerations of climate change risks in their assessment of going concern and viability and

associated disclosures.

Based on our work we have not identified the impact of climate change on the financial statements to be a key audit matter or to

impact a key audit matter.

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Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial

statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to

fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of

resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit

of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.

Risk Our response to the risk Key observations communicated to the Audit Committee

Appropriateness of the timing of

revenue recognition around year-end

(FY25:

£1,302.2m, FY24: £1,492.9m)

Refer to the Audit Committee Report (page

112); and Note 2 of the Consolidated Financial

Statements (page 165).

The group has reported contract revenue of

£1,248.0m (FY24: £1,431.1m) and permanent

placement revenue of £54.2m (FY24: £61.8m).

For permanent placement revenue, the

group processes a high volume of low value,

routine transactions which we determine not

to be subject to increased risk of material

misstatement. We have therefore determined

that the risk of management override is through

the recognition of topside revenue journals at

year-end due to pressure to deliver in line with

market expectations. This risk is also applicable

to contract revenue.

For contract revenue, 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. At year-end this is amended

to reflect the estimated historical shrinkage

rate. There is a risk that an incorrect shrinkage

rate is applied and therefore that related

revenue does not exist or is not recognised in

the correct period.

Scoping:

We performed full and specific scope audit

procedures over this risk area in 7 locations,

which covered 88% of the revenue balance. All

audit work in relation to this key audit matter

was performed by the group audit team.

Tests of details:

Our procedures included:

– We performed walkthroughs to obtain an

understanding of the revenue recognition

processes and evaluate the design

effectiveness of key controls.

– We performed detailed testing over the

12-month rolling average historical shrinkage

rate calculation, including, testing the

inputs to the calculation and recalculating

theadjustment.

– We validated the accuracy of management’s

manual journal entry to record the

shrinkage adjustment by agreeing to the

shrinkagecalculation.

– We performed sensitivity analysis and

lookback procedures over the shrinkage

ratecalculation.

– To address the risk of management override,

we performed journal entry testing over

revenue, focusing on management-initiated

entries and top-side adjustments specifically

around year-end.

For all other components which represent

12% of the revenue balance:

We performed audit procedures centrally on

a legal entity basis to address the risk of an

undetected material error occurring in the

group’s revenue. These comprised analytical

review procedures over revenue.

We concluded that contract revenue and

permanent placement revenue recognised

is correctly recorded in accordance with the

group’s revenue recognition criteria and UK-

adopted international accounting standards.

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Risk Our response to the risk Key observations communicated to the Audit Committee

Carrying value of investments in certain

UK subsidiaries (Parent Company only)

(Impairment charge FY25: £nil,

FY24: £46.5m)

Refer to the Audit Committee Report (page

112); and Note 11 of the Financial Statements

(pages 178 to 179).

The Company holds investments in a number

of UK subsidiaries including its UK operations.

An assessment of impairment indicators

is performed by management annually at

each reporting date. The trading update

announcement in relation to the continued

challenging market conditions in which the

group operates was seen as an indicator of

impairment and therefore a full impairment test

was performed.

Where there is an indicator of impairment,

management applies judgement in assessing

the recoverable amount of the investments.

In conducting its reviews, the group makes

judgements and estimates in relation to

the assumptions behind the calculation of

recoverable amount. The key assumptions are

the forecast net fees and discount rate.

Scoping:

We performed audit procedures over this risk

area centrally by the group audit team, which

covered 100% of the risk amount.

Audit procedures included:

– Performing a walkthrough to obtain an

understanding of the impairment process,

including, annual budgeting process,

and evaluate the design effectiveness of

keycontrols.

– Evaluating management accounting policies

and understanding of the methodology and

material assumptions applied as part of

the impairment assessment in accordance

withIAS 36.

– Performing historical look-back analysis to

assess forecasting accuracy.

– Engaging our valuation specialists to identify

an independent range of acceptable

outcomes for the discount rate based on

external macroeconomic and market data.

– Assessing the integrity of the impairment

models through testing of the mechanical

accuracy and evaluating the application of

the input assumptions, including net fees.

– Reviewing the market capitalisation of

the group against the carrying value

ofinvestments.

Disclosure:

We assessed the appropriateness and

completeness of the disclosures for

compliancewith IAS 36 in the parent

companyfinancial statements.

We confirmed that the recognition of no

impairment charge for the UK business

was appropriate as there was headroom

between the recoverable amount and the

carryingamount.

We consider the disclosures in the financial

statements to be appropriate.

In the prior year, our auditor’s report included a key audit matter in relation to ‘Provision for impairment of trade receivables and

contract assets’. In the current year, this has not been included as a key audit matter as it was deemed to have a lower effect on our

overall audit strategy and the allocation of resources than those outlined above. This is due to the consistency of the application of

the expected credit loss model compared to the prior year.

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Our application of materiality

We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the

audit and in forming our audit opinion.

Materiality

The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the

economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our

audit procedures.

We determined materiality for the group to be £2.9 million (2024: £3.4 million), which is 5% (2024: 5%) of profit before tax

normalised over a 3-year period between 2023 to 2025 (2024: profit before tax). We believe that 3-year average profit before tax

provides us with a consistent measure of the group’s performance in light of the downturn in results in the current year.

We determined materiality for the parent company to be £2.0 million (2024: £0.8 million), which is 1% (2024: 1%) of net assets.

Where parent company balances were audited as part of the group audit, they were audited to an allocation of the group’s

performance materiality.

During the course of our audit, we reassessed initial materiality and amended it for final profit before tax figures.

Performance materiality

The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level

the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.

On the basis of our risk assessments, together with our assessment of the group’s overall control environment, our judgement

was that performance materiality was 75% (2024: 50%) of our planning materiality, namely £2.1m (2024: £1.7m). We have set

performance materiality at this percentage due to a low number and value of corrected and uncorrected misstatements in the

prior year audit, and through the current year audit. Performance materiality was set at 50% in 2024 due to it being our first year

asauditors of the group.

Audit work was undertaken at component locations for the purpose of responding to the assessed risks of material misstatement

of the group financial statements. The performance materiality set for each component is based on the relative scale and risk of

the component to the group as a whole and our assessment of the risk of misstatement at that component. In the current year, the

range of performance materiality allocated to components was £0.4m to £1.0m (2024: £0.3m to £0.7m).

Reporting threshold

An amount below which identified misstatements are considered as being clearly trivial.

We agreed with the audit committee that we would report to them all uncorrected audit differences in excess of £0.1m

(2024:£0.2m), which is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted

reporting on qualitative grounds.

We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of

other relevant qualitative considerations in forming our opinion.

Other information

The other information comprises the information included in the annual report set out on pages 1 to 143, other than the financial

statements and our auditor’s report thereon. The directors are responsible for the other information contained within the

annualreport.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated

inthis 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 the other information, we are required to report that fact.

We have nothing to report in this regard.

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Opinions on other matters prescribed by the Companies Act 2006

In our opinion, the part of the directors’ remuneration report to be audited has been properly prepared in accordance with 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.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course

of the audit, we have not identified material misstatements in the strategic report and 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 and the part of the Directors’ Remuneration Report to be audited 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.

Corporate Governance Statement

We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate

Governance Statement relating to the group and company’s compliance with the provisions of the UK Corporate Governance Code

specified for our review by the UK Listing Rules.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate

Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit:

– Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material

uncertainties identified set out on page 84;

– Directors’ explanation as to its assessment of the company’s prospects, the period this assessment covers and why the period is

appropriate set out on page 84;

– Directors’ statement on whether it has a reasonable expectation that the group will be able to continue in operation and meets

its liabilities set out on page 84;

– Directors’ statement on fair, balanced and understandable set out on page 140;

– Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 140;

– The section of the annual report that describes the review of effectiveness of risk management and internal control systems set

out on pages 76 to 83; and

– The section describing the work of the audit committee set out on pages 110 to 116.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement set out on page 143, 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 and 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.

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Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an 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.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our

responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to

fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example,

forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting

irregularities, including fraud is detailed below.

However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the

company and management.

– We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and determined that the

most significant are those that relate to the reporting framework (UK adopted international accounting standards, FRS 101, the

Companies Act 2006 and UK Corporate Governance Code) and relevant tax compliance regulations in the jurisdictions in which

the group operates. In addition, we concluded that there are certain laws and regulations which may have an effect on the

determination of amounts and disclosures in the financial statements being the Listing Rules of the UK Listing Authority. There

are no significant, industry specific laws or regulations that we considered in determining our approach.

– We understood how SThree plc is complying with those frameworks by making enquiries of management, internal audit, those

responsible for legal and compliance procedures and the company secretary. We corroborated our enquiries through our review

of board minutes and board papers provided to the Board and Audit Committee.

– We assessed the susceptibility of the group’s financial statements to material misstatement, including how fraud might occur

by meeting with management to understand where they considered there was susceptibility to fraud. We also considered

performance targets and their propensity to influence on efforts made by management to manage earnings. We considered the

programmes and controls that the group has established to address risks identified, or that otherwise prevent, deter and detect

fraud, and how senior management monitors those programmes and controls. Where the risk was considered to be higher, we

performed audit procedures to address each identified fraud risk.

– Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations.

Our procedures involved: journal entry testing, with a focus on manual consolidation journals and journals indicating large

or unusual transactions based on our understanding of the business; enquiries of legal counsel, group management, internal

audit; engaging with internal specialists; and review of any information received by management from their external specialists

as required. In addition, we completed procedures to conclude on the compliance of the disclosures in the annual report and

accounts with all applicable requirements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s

website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Other matters we are required to address

– Following the recommendation from the audit committee we were appointed by the company on 25 April 2024 to audit the

financial statements for the year ending 30 November 2024 and subsequent financial periods.

The period of total uninterrupted engagement including previous renewals and reappointments is 2 years, covering the years

ended 30 November 2024 to 30 November 2025.

– The audit opinion is consistent with the additional report to the audit committee.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act

2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to

state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the

opinions we have formed.

Nicola McIntyre (Senior statutory auditor)

for and on behalf of Ernst & Young LLP, Statutory Auditor

Glasgow

23 February 2026

Independent auditors’ report continued

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Introduction Strategic Report Financial StatementsGovernance Report

Consolidated Income Statement

for the year ended 30 November 2025

£’000	Note	2025	2024
Revenue	2	1,302 ,204	1,4 92,906
Cost of sales	2	(97 9, 5 0 8)	(1,123,827)
Net fees	2	3 2 2 ,6 96	369,079
Administrative expenses	3	(295,256)	(301,972)
Impairment losses on financial assets	12	(1 , 3 0 5)	(9 1 3)
Operating profit		2 6 ,1 3 5	66, 194
Finance income	5	1, 4 69	2,89 1
Finance costs	5	(2 ,0 7 1)	(1, 4 4 5)
Profit before income tax		25 , 5 33	6 7,6 4 0
Income tax expense	6	(7, 8 5 9)	(1 7, 9 4 8)
Profit for the year attributable to the owners of the Company		1 7, 6 74	49, 692
Earnings per share attributable to shareholders pence
Basic	7	13.7	3 7. 4
Diluted	7	13.6	3 7. 1

The accompanying notes form an integral part of this Consolidated Income Statement.

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156

Consolidated Statement of Comprehensive Income

for the year ended 30 November 2025

£’000	Note	2025	2024
Profit for the year		1 7, 6 74	49, 692
Other comprehensive profit/(loss)
Items that may be subsequently reclassified to income statement:
Exchange differences on retranslation of foreign operations		4, 3 52	(4 , 3 0 4)
Other comprehensive profit/(loss) for the year (net of tax)		4, 3 52	(4 , 3 0 4)
Total comprehensive income for the year attributable to owners of the Company		22 ,026	45,388

The accompanying notes form an integral part of this Consolidated Statement of Comprehensive Income.

SThree plc (‘the Company’) has elected to take the exemption under Section 408 of the Companies Act 2006 not to present an

income statement and statement of comprehensive income for the parent Company.

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Statements of Financial Position

as at 30 November 2025

			Consolidated		Company
		30 November	30 November	30 November	30 November
£’000	Note	2025	2024	2025	2024
ASSETS
Non-current assets
Property, plant and equipment	9	5 4,0 51	46, 217	–	–
Intangible assets	10	15,968	12, 122	–	–
Investments	11	–	–	189,556	184,720
Deferred tax assets	18	3, 292	3,408	3	–
Total non-current assets		73,31 1	6 1 , 747	189,559	184,720
Current assets
Trade and other receivables	12	330,890	3 6 4 , 9 07	3,397	66
Current tax assets		11, 242	1 0 , 31 5	14,584	27,292
Cash and cash equivalents	13	67,962	69,75 6	74	82
Total current assets		410, 0 9 4	4 44 ,978	18,055	27,440
Total assets		483,405	506,72 5	207,614	212,160
EQUITY AND LIABILITIES
Equity attributable to owners of the Company
Share capital	19	1 , 279	1,356	1,279	1,356
Share premium		4 2 ,1 41	42, 09 8	42,141	42,098
Other reserves		3, 21 9	(7,1 9 5)	(134)	(6,196)
Retained earnings		188,457	212,385	152,310	44,353
Total equity		235,096	24 8 , 6 4 4	195,596	81,611
Current liabilities
Bank overdraft	13	–	8 8	–	–
Trade and other payables	14	182 ,922	198 , 2 23	12,018	130,538
Lease liabilities	15	10 , 54 9	1 0, 41 9	–	–
Provisions	17	2 ,8 31	4,06 8	–	–
Current tax liabilities		1 1,635	1 2 , 275	–	–
Total current liabilities		2 07, 93 7	22 5 ,07 3	12,018	130,538
Non-current liabilities
Lease liabilities	15	36 , 95 2	2 9,3 62	–	–
Provisions	17	2 , 58 1	2 ,7 84	–	–
Deferred tax liabilities	18	839	862	–	11
Total non-current liabilities		40,372	33 ,0 08	–	11
Total liabilities		248,3 09	25 8, 08 1	12,018	130,549
Total equity and liabilities		483,405	506,72 5	207,614	212,160

The accompanying notes form an integral part of these Statements of Financial Position.

The Company’s profit after tax for the year was £148.3 million (FY24: loss after tax of £55.1 million).

The financial statements on pages 155 to 160 were approved by the Board of Directors on 23 February 2026 and signed on its behalf by:

Andrew Beach

Chief Financial Officer Company registered number: 03805979

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158

Consolidated Statement of Changes in Equity

for the year ended 30 November 2025

										Total
										equity
								Fair value		attributable
				Capital			Currency	reserve		to owners
		Share	Share	redemption	Capital	Treasury	translation	of equity	Retained	of the
£’000	Note	capital	premium	reserve	reserve	reserve	reserve	investments	earnings	Company
Balance at 1 December 2024		1,356	42 ,0 98	17 2	8 78	(7, 24 6)	(999)	–	2 1 2 , 38 5	248,6 44
Profit for the year		–	–	–	–	–	–	–	1 7, 6 74	1 7, 6 74
Other comprehensive profit for the year		–	–	–	–	–	4, 3 52	–	–	4, 3 52
Total comprehensive income for the year		–	–	–	–	–	4, 3 52	–	1 7, 6 74	2 2 ,026
Dividends paid to equity holders		–	–	–	–	–	–	–	(1 8 , 5 4 2)	(1 8 , 5 4 2)
Distributions payable to tracker
shareholders		–	–	–	–	–	–	–	(1 8)	(1 8)
Settlement of vested tracker shares	19(a)	1	42	–	–	2 ,5 0 9	–	–	(2 , 5 50)	2
Settlement of share-based
payments	19(a)	–	1	–	–	4 ,6 5 9	–	–	(4 , 6 5 9)	1
Purchase of shares by Employee
Benefit Trust	19(a)	–	–	–	–	(1 ,1 8 4)	–	–	–	(1 ,1 8 4)
Cancellation of share capital	19(a)	(7 8)	–	78	–	2 0 ,1 99	–	–	(2 0 ,1 99)	–
Purchase of own shares	19(a)	–	–	–	–	(2 0 ,1 99)	–	–	–	(2 0 ,1 99)
Credit to equity for equity-settled
share-based payments	19(b)	–	–	–	–	–	–	–	4 ,4 28	4 ,428
Current and deferred tax on share- based payment transactions	6, 18	–	–	–	–	–	–	–	(6 2)	(6 2)
Total movements in equity		(7 7)	4 3	7 8	–	5, 9 84	4 , 35 2	–	(2 3 , 92 8)	(13,548)
Balance at 30 November 2025		1 , 27 9	4 2 ,1 41	250	8 78	(1 , 2 6 2)	3, 3 53	–	188,457	235,096
Balance at 1 December 2023		1, 3 49	39,70 0	17 2	87 8	(7, 9 3 9)	3 , 30 5	(13)	185,432	222 ,884
Profit for the year		–	–	–	–	–	–	–	49,69 2	49 ,69 2
Other comprehensive loss for theyear		–	–	–	–	–	(4 , 3 0 4)	–	–	(4 , 3 0 4)
Total comprehensive (loss)/income
for the year		–	–	–	–	–	(4 , 3 0 4)	–	49,6 92	45,388
Transfer of loss on disposal of equity investments through other comprehensive income to retained
earnings		–	–	–	–	–	–	13	(13)	–
Dividends paid to equity holders		–	–	–	–	–	–	–	(15,860)	(15,860)
Distributions payable to tracker
shareholders		–	–	–	–	–	–	–	(4 4)	(4 4)
Settlement of vested and unvested
tracker shares	19(a)	5	1 ,9 01	–	–	3 , 324	–	–	(4 , 1 6 7)	1 ,0 63
Settlement of share-based
payments	19(a)	2	497	–	–	7, 36 9	–	–	(7, 5 3 9)	329
Purchase of shares by Employee
Benefit Trust	19(a)	–	–	–	–	(10, 000)	–	–	–	(10,000)
Credit to equity for equity-settled
share-based payments	19(b)	–	–	–	–	–	–	–	4, 89 4	4,8 94
Current and deferred tax on share- based payment transactions	6, 18	–	–	–	–	–	–	–	(1 0)	(1 0)
Total movements in equity		7	2,39 8	–	–	693	(4 , 3 0 4)	13	26 , 95 3	25, 760
Balance at 30 November 2024		1,356	42 ,09 8	172	878	(7, 24 6)	(999)	–	212,385	24 8 ,6 4 4

The accompanying notes form an integral part of this Consolidated Statement of Changes in Equity.

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£’000 Note

capital

premium

Capital

redemption

reserve

Capital

reserve

Treasury

reserve

Retained

earnings

Total equity

attributable to

owners of the

Company

Balance at 1 December 2024 1,356 42,098 172 878 (7,246) 44,353 81,611

Total comprehensive income for

the year – – – – – 148,342 148,342

Dividends paid to equity holders – – – – – (18,542) (18,542)

Settlement of vested tracker

shares 19(a) 1 42 – – 2,509 (1,506) 1,046

Settlement of share-based

payments 19(a) – 1 – – 4,659 (4,659) 1

Purchase of shares by Employee

Benefit Trust 19(a) – – – – (1,184) – (1,184)

Cancellation of share capital 19(a) (78) – 78 – 20,199 (20,199) –

Purchase of own shares 19(a) – – – – (20,199) – (20,199)

Credit to equity for equity-settled

share-based payments – – – – – 4,509 4,509

Current and deferred tax on

share-based payment transactions 18 – – – – – 12 12

Total movements in equity (77) 43 78 – 5,984 107,957 113,985

Balance at 30 November 2025 1,279 42,141 250 878 (1,262) 152,310 195,596

Balance at 1 December 2023 1,349 39,700 172 878 (7,939) 118,401 152,561

Total comprehensive loss for

theyear – – – – – (55,137) (55,137)

Dividends paid to equity holders – – – – – (15,860) (15,860)

Settlement of vested

trackershares 19(a) 5 1,901 – – 3,324 (399) 4,831

Settlement of share-based

payments 19(a) 2 497 – – 7,369 (7,539) 329

Purchase of shares by Employee

Benefit Trust 19(a) – – – – (10,000) – (10,000)

Credit to equity for equity-settled

share-based payments – – – – – 4,894 4,894

Current and deferred tax on

share-based payment transactions 18 – – – – – (7) (7)

Total movements in equity 7 2,398 – – 693 (74,048) (70,950)

Balance at 30 November 2024 1,356 42,098 172 878 (7,246) 44,353 81,611

The accompanying notes form an integral part of this Company Statement of Changes in Equity.

Company Statement of Changes in Equity

for the year ended 30 November 2025

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160

Consolidated Statement of Cash Flows

for the year ended 30 November 2025

£’000	Note	2025	2024
Cash flows from operating activities
Profit before tax		25 , 5 33	6 7,6 4 0
Adjustments for:
Depreciation and amortisation charge	9, 10, 15	17 ,669	1 5 , 25 4
Loss on disposal of property, plant and equipment other than right-of-use assets	9	48	13 5
Gain on lease modification	9	(4 2)	(69)
Finance income	5	(1 , 4 69)	(2 , 89 1)
Finance costs	5	2 ,07 1	1 , 4 4 5
Gain on disposal of subsidiary	3	–	(1 3 5)
Non-cash charge for share-based payments	19(b)	4 , 66 2	4,98 6
Operating cash flows before changes in working capital and provisions		48,4 72	86 , 36 5
Decrease/(increase) in receivables		44, 151	(28 , 38 2)
(Decrease)/increase in payables		(2 0 , 9 7 3)	3,667
Decrease in provisions		(1, 558)	(1 , 86 1)
Cash generated from operations		70,092	5 9,7 89
Interest received	5	1, 4 69	2,89 1
Income tax paid		(9,894)	(23 ,0 0 2)
Net cash generated from operating activities		61, 66 7	3 9,67 8
Cash flows from investing activities
Purchase of property, plant and equipment	9	(3, 3 8 6)	(6,830)
Purchase of intangible assets	10	(5 , 2 4 0)	(6 , 3 3 9)
Net cash used in investing activities		(8 , 6 2 6)	(1 3 ,1 69)
Cash flows from financing activities
Interest paid	15, 16	(2 ,07 1)	(1 ,4 4 5)
Lease principal payments	15, 16	(1 2 , 5 0 2)	(13,111)
Proceeds from exercise of share options		1	499
Purchase of own shares	19(a)	(2 0 ,1 9 9)	–
Purchase of shares by Employee Benefit Trust	19(a)	(1 ,1 8 4)	(10,000)
Dividends paid to equity holders	8	(1 8 , 5 4 2)	(15,860)
Distributions to tracker shareholders		(6 2)	–
Net cash used in financing activities		(54 ,559)	(39 , 91 7)
Net decrease in cash and cash equivalents		(1 , 5 1 8)	(13,408)
Cash and cash equivalents at beginning of the year		69, 66 8	8 3, 2 02
Exchange losses relating to cash and cash equivalents		(1 8 8)	(1 2 6)
Net cash and cash equivalents at end of the year	13	67 ,962	69, 66 8

The accompanying notes form an integral part of these Statements of Cash Flows.

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1 Basis of preparation and consolidation

General information

SThree plc is a public limited company, limited by shares, listed on the London Stock Exchange, incorporated in the United

Kingdom and domiciled in the United Kingdom, and registered in England and Wales. Its registered office is Level 16, 8 Bishopsgate,

London, EC2N 4BQ .

The business model, activities, locations of SThree plc (‘the Company’) and its subsidiaries (together ‘the Group’) are set out further

in the Strategic Report of this Annual Report and Accounts.

Basis of preparation (Group and Company)

The Consolidated Financial Statements have been prepared in accordance with UK-adopted International Accounting

Standards (IAS) and in accordance with the requirements of the Companies Act 2006 as applicable to companies reporting

under those standards.

The Group’s material accounting policies are set out across the following notes to the accounts and were applied consistently

throughout the year and preceding year.

The Consolidated Financial Statements have been prepared under the historical cost basis of accounting, as modified by financial

assets held at fair value through profit or loss or held at fair value through other comprehensive income.

The Consolidated Financial Statements are presented in Sterling, the functional currency of SThree plc. All amounts disclosed in

the financial statements and notes have been rounded off to the nearest thousand Sterling unless otherwise stated.

The Company-only Financial Statements have been prepared under the historical cost convention, in accordance with Financial

Reporting Standard 101 (FRS 101) Reduced Disclosure Framework as issued by the Financial Reporting Council. As permitted by

Section 408 of the Companies Act 2006, the Company’s income statement and statement of comprehensive income have not

been presented. The Company, as permitted by FRS 101, has taken advantage of the disclosure exemptions available under that

standard in relation to share-based payments, financial instruments, certain disclosures regarding the Company’s capital, capital

management, presentation of comparative information in respect of certain assets, presentation of a cash flow statement, certain

related party transactions and the effect of future accounting standards not yet adopted. Where required, equivalent disclosures are

provided in the Consolidated Financial Statements of SThree plc.

The material accounting policies and significant judgements and key estimates, including those applied in the individual going concern

assessment relevant to the Company, are the same as those set out in this note 1 to the SThree Group Consolidated Financial Statements.

Going concern

The Consolidated and Company-only Financial Statements have been prepared on a going concern basis. The Directors have

reviewed the Group’s cash flow forecasts, considered the assumptions contained in the budget, and considered associated

principal risks which may impact the Group’s performance over the going concern assessment period to 31 July 2027.

At 30 November 2025, the Group had no debt except for lease liabilities of £47.5 million. Credit facilities relevant to the review

period comprise a committed £50.0 million Revolving Credit Facility (RCF) (with the expiry date of 26 July 2027) and an

uncommitted £30.0 million accordion facility, both jointly provided by HSBC and Citibank. These facilities remained undrawn

on 30 November 2025. A further uncommitted £5.0 million bank overdraft facility is also held with HSBC, which was undrawn

(FY24: £0.1 million drawn down) at the year end.

In addition, the Group has £68.0 million of cash and cash equivalents available to fund its short-term needs, as well as a substantial

working capital position, reflecting net cash due to SThree for placements already undertaken.

The assessment of going concern is further described in the Strategic Report as part of the Compliance information under the

heading ‘Going concern’ on page 84 which is incorporated by reference into these financial statements. Based on this evaluation,

the Directors have formed a judgement that the Group has adequate resources to continue in operational existence for the period

to 31 July 2027, and considered it appropriate to prepare the Consolidated and Company-only Financial Statements on the going

concern basis.

Climate change consideration

Climate change is a significant issue for the world and the transition to a low-carbon economy will create both risks and

opportunities for the Group. The management team has considered the impact of climate change in preparing the Consolidated

Financial Statements in the areas listed below. These considerations, which are integral to the Group’s strategy, are not viewed to

be key areas of judgement or sources of estimation uncertainty in the current financial year.

The management team considered the impact from climate change on the following areas:

– The going concern and viability of the Group over the next five years, including the potential impact of climate-related risks,

such as SThree’s offices impacted by heightened physical risks affecting our operational ability to place contractors and service

the existing contracts, resulting in lower revenue and income. This is subject to the ongoing assessment by the management

team performed using three climate-related scenarios for 2024–2040. The assessment helps to continually test SThree’s

strategic resilience and its flexibility to adapt operations to ever-changing risks and opportunities as a consequence of climate

change to drive continued growth.

Notes to the financial statements

for the year ended 30 November 2025

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162

Notes to the financial statements continued

1 Basis of preparation and consolidation continued

Basis of preparation (Group and Company) continued

Climate change consideration continued

– Climate-related risks and the Group’s net zero commitments have been assessed in determining useful lives, residual values and

depreciation policies for non-current assets. The Group’s main assets comprise office ROU assets, internally developed software

and short-life IT and office equipment, all of which are expected to be fully depreciated within three to seven years. The climate

initiatives outlined in the TCFD report (fleet transition, sustainable offices, supplier engagement and reduced travel) influence

operational behaviours but do not require changes to, or early replacement of, existing assets. Management therefore considers

the impact of climate change on the carrying amount.

– Share-based payments: some performance conditions of the Long-Term Incentive Plan (LTIP) for members of the Executive

Committee are measured against ESG metrics since the 2022 financial year. This could impact the future amount of the share-

based payment expense in the Group income statement. However, as the ESG-related performance condition constitutes 10%

of each grant, the impact is low.

– Segmental reporting: in our response to climate change and transition to a net zero target, there has not yet been a change to

the management information provided to, and reviewed by, the chief operating decision-maker.

Whilst there is currently no material medium-term impact expected from climate change, the management team is aware of the

ever-changing risks and will continue to regularly monitor these risks against judgements and estimates made in preparation of the

Group’s financial statements.

Dividends and distributable reserves

The Board monitors the appropriate level of dividend, considering achieved and expected trading of the Group, together with its

balance sheet position. The Board aims to offer shareholders long-term ordinary dividend growth within a targeted dividend cover

range of 2.5x to 3.0x through the cycle.

The Board has proposed to pay a final dividend of 9.2 pence (FY24: 9.2 pence) per share, which together with the interim dividend

of 5.1 pence (FY24: 5.1 pence) per share, will give the total dividend of 14.3 pence (FY24: 14.3 pence) per share for FY25.

The final dividend, which amounts to approximately £11.9 million, will be subject to shareholder approval at the 2026 Annual

General Meeting. It will be paid on 12 June 2026 to shareholders on the register on 15 May 2026. The Board’s decision to maintain

the dividend in line with last year reflects a considered assessment of both the Group’s trading performance to date and its future

outlook, underpinned by a robust balance sheet and a strong track record of cash generation. It also underscores the Board’s

commitment to returning surplus capital to shareholders where appropriate.

The Directors have determined that certain distributions, being the FY24 interim dividend paid 6 December 2024, the share buyback

programme undertaken December 2024 to May 2025, and the FY24 final dividend paid 6 June 2025 (together the ‘Relevant

Distributions’), were made without complying fully with the technical requirements of the Companies Act 2006 (‘the Act’).

The Group as a whole has, at all times, had sufficient profits and other distributable reserves to pay the Relevant Distributions, however

the parent Company itself had insufficient distributable reserves at the time these distributions were made. A course of action,

consistent with the approach taken by other listed companies that have historically encountered similar issues, was followed to remedy

this position without the Company pursuing any rights that it may have to seek repayments of the relevant funds. The Company

subsequently announced a Special Resolution set out in the notice of General Meeting dated 5 September 2025, which was duly

passed on a poll at the General Meeting held on 1 October 2025.

The Directors took action to remedy this technical issue by paying sufficient dividends to the Company from its subsidiaries and by

preparing interim accounts (as defined in the Act) showing the requisite level of distributable reserves/net assets and filing them at

Companies House.

The Company’s past accounts will not need to be restated and no repayments are expected in respect of any dividends or the

share buyback.

Accounting policies

The accounting policies used in the preparation of the Consolidated Financial Statements are consistent with those applied in the

previous financial year, except for the adoption of new and amended standards effective as of 1 December 2024 as set out below.

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New and amended standards effective in 2025 and adopted by the Group

The following amendments to the accounting standards, issued by the IASB and endorsed by the UK, have been adopted by

the Group and became applicable as of 1 December 2024. The Group did not have to change its accounting policies or make

retrospective adjustments as a result of adopting these amended standards.

– New disclosure requirements for characteristics of supplier finance arrangements (Amendments to IAS 7 Statement of Cash

Flows and IFRS 7 Financial Instruments: Disclosures).

– New requirements for measuring lease liability arising in a sale and leaseback transaction (Amendments to IFRS 16 Leases).

– New classification requirements for liabilities as current or non-current (Amendments to IAS 1 Presentation of Financial Statements).

New and amended standards that are applicable to the Group but not yet effective

As at the date of authorisation of this Annual Report and Accounts, the following new standards and amendments to existing

standards were in issue by the IASB, but not yet effective.

– New requirements for lack of exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates),

endorsed by the UK Endorsement Board on 17 July 2024 and effective for annual reporting periods beginning on or after

1 January 2025. These amendments are not expected to have any impact on the Group in the current or future financial years,

as the Group operates in the highly developed and established countries (refer to note 2 Operating segments).

– New requirements for presentation within the income statement (IFRS 18 Presentation and Disclosure in Financial Statements,

which replaces IAS 1 Presentation of Financial Statements), endorsed by the UK Endorsement Board on 10 December 2025 and

effective for annual reporting periods beginning on or after 1 January 2027. The Group has already initiated its planning process

for adoption. This includes redesigning the income statement and cash flow statement, and reassessing the disclosures to be

included in the notes to the financial statements.

– New requirements relating to the classification and measurement of financial instruments and enhanced disclosure

requirements (Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments), issued and endorsed by the UK

Endorsement Board and effective for annual reporting periods beginning on or after 1 January 2026. The Group is currently

assessing the impact of these amendments, which may result in additional disclosures and changes to the presentation of

financial instruments once adopted.

The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

The Group’s material accounting policies relating to specific financial statement items are set out under the relevant notes.

Accounting policies that affect the financial statements as a whole and a description of the critical accounting judgements and

estimates are set out below.

Basis of consolidation (Group)

The Consolidated Financial Statements of the Group include the financial statements of the Company and all its subsidiaries.

Subsidiaries are fully consolidated from the date on which the Group obtains control. The Group has control when it has rights to

variable returns from its involvement in the entity and has the ability to affect those returns through its power over the entity. The

subsidiaries are deconsolidated from the date on which that control ceases.

Uniform accounting policies are adopted across the Group. All intra-group balances and transactions, including unrealised profits

and losses arising from intra-group transactions, are eliminated on consolidation.

Foreign currencies and translation (Group and Company)

Functional and presentation currency

Items included in the financial statements of each Group subsidiary are measured using the currency of the primary economic

environment in which that subsidiary operates (its functional currency).

Transactions and balances

Foreign currency transactions are translated using exchange rates at the date of the transactions. Any exchange gain or loss from

settlement of these transactions or translation at the period end are recognised in the income statement.

Consolidation

On consolidation, the subsidiaries’ assets and liabilities denominated in foreign currencies are translated into Sterling at the rates

ruling at the reporting date. The results of foreign subsidiaries are translated into Sterling at average rates of exchange for the period

and the exchange differences arising on translation are recognised in Other Comprehensive Income. Any exchange differences

which have arisen from an entity’s investment in a foreign subsidiary, including long-term loans, are recognised as a separate

component of equity and are included in the Group’s currency translation reserve (CTR). When a foreign operation is sold, such

exchange differences are reclassified from CTR to the Consolidated Income Statement to form part of the gain or loss on disposal.

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Notes to the financial statements continued

1 Basis of preparation and consolidation continued

Critical accounting judgements and estimates (Group and Company)

The preparation of financial statements requires the use of certain critical accounting judgements and estimates. It also requires

management to exercise judgement in the process of applying the Company’s accounting policies. Judgements and estimates

are continually evaluated and are based on historical experience and other factors, including expectations of future events that are

believed to be reasonable under the circumstances.

Details of critical accounting judgements and estimates which could have a significant impact upon the financial statements are set

out in the related notes as follows:

(i) Revenue recognition (refer to note 2 Operating segments).

(ii) Impairment of investments in subsidiaries (Company only) (refer to note 11 Investments).

Other areas of judgement and accounting estimates

The Consolidated Financial Statements include other areas of judgement and accounting estimates. While this area does not meet

the definition under IAS 1 of significant accounting estimates or critical accounting judgements, the recognition and measurement

of certain material assets and liabilities are based on assumptions and/or are subject to longer-term uncertainties. The other areas

of judgement and accounting estimates are:

(i) Provisions in respect of recoverability of trade receivables and contract assets, otherwise referred to as ‘allowance for expected

credit losses’ (refer to note 12 Trade and other receivables).

(ii) Adopting the going concern basis of preparation of the financial statements (refer to note 1 Basis of preparation and consolidation).

(iii) Share-based payment charge for Growth Incentive Plan (GIP) (refer to note 19 Equity).

(iv) Capitalisation of technology development costs (refer to note 10 Intangible assets).

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2 Operating segments

Accounting policy (Group)

Revenue

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

service to a client. For Contract placements, the Group satisfies its performance obligations over time. Contract revenue for

the supply of professional services, which is mainly based on the number of hours worked by a contractor, is recognised when

the service has been provided. Revenue earned but not invoiced at year end is accrued and included in ‘Contract assets’. The

management team applies the historical shrinkage rate to Contract assets, aimed at preventing the over-recognition of revenue.

For Permanent placements, the Group principally satisfies its performance obligations at a point in time. Revenue from

Permanent placements is typically based on a fixed percentage of the candidate’s remuneration package and is recognised

when the candidate commences employment.

Revenue from retained assignments is recognised on completion of certain pre-agreed stages of the service. Fees received for

the service are non-refundable.

Revenue is shown net of value-added tax and other sales-related taxes, credit notes, rebates and discounts and after elimination

of sales within the Group. A bad debt provision is established for non-fulfilment of Permanent placement and Contract revenue

obligations, which is netted off against the gross trade receivables on the face of the statement of financial position.

Cost of sales

Cost of sales consists of the contractors’ (including employed contractors) cost of supplying services and any costs directly

attributable to them.

Net fees

Net fees represent revenue less cost of sales and consist of the total placement fees of Permanent candidates and the margin

earned on the placement of contractors.

Critical accounting estimates

Revenue recognition (Contract assets)

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 (known as Contract assets) 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 expected holidays and the historical shrinkage rate.

The key estimation uncertainty arises from determining the historical shrinkage rate in relation to Contract assets at the reporting

date. The historical shrinkage rate is primarily caused by contractors working less hours than expected, mostly due to public

holidays, bridging days, annual leave and sick days, and represents a full-year (12-month rolling) average pattern in which revenue

recognised for expected timesheets is reduced versus the actual timesheets received and approved each month.

In FY25, the average shrinkage rate was approximately 17.5% across the Group (FY24: 13.7%).

A 10% increase in this key assumption could have an impact of approximately £0.3 million on the amount of Contract net fees

(£1.1 million on revenue less £0.8 million on costs of sales) in the Consolidated Income Statement in the next financial year.

The Group’s operating segments are established on the basis of those components of the Group that are regularly reviewed by the

Group’s chief operating decision-making body, in deciding how to allocate resources and in assessing performance. The Group’s

business is considered primarily from a geographical perspective.

The Directors have determined the chief operating decision-making body (CODM) to be the Executive Committee made up of the

Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the Chief Commercial Officer, the Chief People

Officer and Regional Managing Directors, with other senior management attending via invitation.

The Group’s five reporting segments are DACH, USA, Netherlands including Spain, Rest of Europe and Middle East & Asia.

The Group also presents separately the net fees of its five key markets: Germany, the Netherlands, the USA, the UK and Japan, as

well as a breakdown of net fees per Contract and Permanent, referred to as ‘service mix’.

DACH region comprises Austria, Germany and Switzerland. Rest of Europe comprises the UK, Belgium and France, and Middle East

& Asia includes Japan and the UAE.

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Notes to the financial statements continued

2 Operating segments continued

Countries aggregated into DACH, Rest of Europe, Netherlands (including Spain), and Middle East & Asia have similar economic

risks and prospects, i.e. they are expected to generate similar average gross margins over the long term, and are similar in each of

the following areas:

– the nature of the services (recruitment/candidate placement);

– the class of candidates (candidates, who we place with our clients, represent skill-sets in Sciences, Technology,

Engineering and Mathematics disciplines); and

– the methods used in which they provide services to clients (independent contractors, employed contractors and

permanent candidates).

The Group’s management reporting and controlling systems use accounting policies that are the same as those described in these

financial statements and the accompanying notes.

Revenue, cost of sales and net fees by reportable segment

The Group assesses the performance of its operating segments through a measure of segment profit or loss which is referred to as

‘net fees’ in the management reporting and controlling systems. Net fees is the measure of segment profit comprising revenue less

cost of sales.

	Revenue		Cost of sales		Net fees
£’000	2025	2024	2025	2024	2025	2024
DACH	397,303	456,051	290,697	328,505	106,606	127,546
Rest of Europe	292,924	353,150	241,430	291,836	51,494	61,314
Netherlands including Spain	280,964	343,571	218,709	265,039	62,255	78,532
USA	289,543	299,229	206,374	217,195	83,169	82,034
Middle East & Asia	41,470	40,905	22,298	21,252	19,172	19,653
	1,302,204	1,492,906	979,508	1,123,827	322,696	369,079

Split of revenue from contracts with customers

The Group derives revenue from the transfer of services over time and at a point in time in the following geographical regions:

			Netherlands
		Rest of	including		Middle East	Total
2025	DACH	Europe	Spain	USA	& Asia	£’000
Timing of revenue recognition
Over time	375,436	291,460	274,968	278,666	27,508	1,248,038
At a point in time	21,867	1,464	5,996	10,877	13,962	54,166
	397,303	292,924	280,964	289,543	41,470	1,302,204

			Netherlands
		Rest of	including		Middle East	Total
2024	DACH	Europe	Spain	USA	& Asia	£’000
Timing of revenue recognition
Over time	427,228	351,135	334,802	290,774	27,194	1,431,133
At a point in time	28,823	2,015	8,769	8,455	13,711	61,773
	456,051	353,150	343,571	299,229	40,905	1,492,906

Major customers

In FY25 and FY24, no single customer generated more than 10% of the Group’s revenue.

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Other information

The following segmental analysis has been included as additional disclosure to the requirements of IFRS 8 Operating Segments.

The Group’s revenue from external customers, its net fees and information about its segment assets (non-current assets excluding

deferred tax assets) by key location are detailed below:

	Revenue		Cost of sales		Net fees
£’000	2025	2024	2025	2024	2025	2024
Germany	348,285	393,850	254,175	282,082	94,110	111,768
USA	289,543	299,229	206,374	217,195	83,169	82,034
Netherlands	252,858	318,665	198,726	247,706	54,132	70,959
UK	163,853	226,904	136,112	188,575	27,741	38,329
Japan	16,066	13,356	3,573	2,764	12,493	10,592
RoW*	231,599	240,902	180,548	185,505	51,051	55,397
	1,302,204	1,492,906	979,508	1,123,827	322,696	369,079

	30 November	30 November
£’000	2025	2024
Non-current assets
UK	29,611	28,334
Germany	19,166	13,887
USA	12,837	7,553
Netherlands	3,751	4,245
Japan	842	1,792
RoW*	3,812	2,528
	70,019	58,339

* RoW (Rest of World) includes all countries other than listed.

Non-current assets do not include Deferred Tax Assets as they are not reviewed by the CODM.

The following segmental analysis by brands, recruitment classification and sectors (being the profession of candidates placed) have

been included as additional disclosure to the requirements of IFRS 8 Operating segments.

	Revenue		Cost of sales		Net fees
£’000	2025	2024	2025	2024	2025	2024
Brands mix
Progressive	525,764	560,519	399,518	422,172	126,246	138,347
Computer Futures	340,335	454,982	250,318	338,826	90,017	116,156
Real Staffing Group	204,689	239,976	151,858	176,938	52,831	63,038
Huxley Associates	231,416	237,429	177,814	185,891	53,602	51,538
	1,302,204	1,492,906	979,508	1,123,827	322,696	369,079

Other brands, including Global Enterprise Partners, JP Gray and Madison Black, are rolled into the above brands.

	Revenue		Cost of sales		Net fees
£’000	2025	2024	2025	2024	2025	2024
Service mix
Contract	1,248,038	1,431,133	977,379	1,120,516	270,659	310,617
Permanent	54,166	61,773	2,129	3,311	52,037	58,462
	1,302,204	1,492,906	979,508	1,123,827	322,696	369,079

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Notes to the financial statements continued

2 Operating segments continued

Other information continued

	Revenue		Cost of sales		Net fees
£’000	2025	2024	2025	2024	2025	2024
Skills mix
Technology	603,704	747,598	458,582	569,904	145,122	177,694
Engineering	398,001	422,984	299,605	317,654	98,396	105,330
Life Sciences	196,285	221,295	143,843	160,369	52,442	60,926
Other	104,214	101,029	77,478	75,900	26,736	25,129
	1,302,204	1,492,906	979,508	1,123,827	322,696	369,079

3 Administrative expenses

(a) Operating profit is stated after charging/(crediting):

£’000	2025	2024
Staff costs (note 4)	222,183	234,741
Depreciation (note 9)	16,095	15,230
Amortisation (note 10)	1,581	24
Loss on disposal of property, plant and equipment (note 9)	48	135
Gain on lease modification (note 9)	(42)	(69)
Service lease charges – Buildings 1	1,455	2,464
Service lease charges – Cars 1	2,025	1,903
Foreign exchange losses	773	742
Research and development tax credits 2	224	(1,647)
Gain on disposal of subsidiary 3	–	(135)
Other income 4	(574)	(2,690)

1 Service lease charges represent payments that vary based on factors other than an index or a rate, such as building maintenance, small repairs, cleaning charges and other management

fees, and are not included in the present value calculation of lease liabilities and are recognised in the income statement as they are incurred and presented as operating cash flows.

2 In FY24, the Group submitted claims under the Research and Development Expenditure Credit (RDEC) scheme for qualifying expenditure incurred on the TIP over the three years to

30 November 2024. The claims related to costs expensed to the income statement and amounts capitalised as assets under construction (see note 10). The RDEC claim reduced the

capitalised cost and will impact the income statement over the useful life of the assets once amortisation begins.

In FY25, the Group recorded a true-up adjustment to reflect the difference between the estimated RDEC income recognised in prior year and the final claim determined during this year.

This resulted in a charge of £0.2 million to operating expenses and an increase of £0.1 million in the credit applied to capitalised assets.

3 The accumulated foreign exchange net gain reclassified from the Group’s currency translation reserve to the Consolidated Income Statement on liquidation of two subsidiary companies.

4 £0.6 million (FY24: £2.7 million) recorded during the year as other income relates to the release of accruals for historically unclaimed contractor invoices. These invoices, tied to services

delivered in prior years, were reviewed during the year and found to be older than the statutory limitation periods in their respective countries. As a result, the accruals were released to

the income statement.

(b) Auditors’ remuneration

During the year, the Group (including its subsidiaries) obtained the following services from the Company’s auditors and its

associates.

£’000		2025	2024
Fees payable to the Company’s auditors for the audit of the Company’s annual financial statements:
–	recurring and non-recurring audit fees	907	845
Fees payable to the Company’s auditors and their associates for other services to the Group:
–	audit of the Company’s subsidiaries pursuant to legislation	385	403
–	audit-related assurance services	–	–
–	all other non-audit services	–	–
Fees charged to operating profit		1,292	1,248

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4 Directors and employees

Accounting policy (Group and Company)

Employee benefits

Wages, salaries, bonuses, social security contributions, paid annual leave or sick leave and any other employee benefits are

accrued in the period in which the associated services are rendered by employees to the Group.

The Group operates defined contribution pension schemes. The assets of the schemes are held separately from those of the

Group in independently administered funds. The pension costs charged to the income statement represent the contributions

payable by the Group to the funds during each period.

Share-based payments

The Group operates a number of equity-settled share-based arrangements, under which it receives services from employees in return

for equity instruments of the Group. The cost of equity-settled transactions with employees is measured by reference to the fair value

at the date when equity instruments are granted and is recognised as an expense over the vesting period, which ends on the date on

which the employees become fully entitled to the award. Fair value is determined by using an appropriate valuation model.

No expense is recognised for awards with service conditions that do not ultimately vest. For the awards with no vesting

conditions (awards that do not have an explicit or implicit service requirement), the full cost of the award is recognised on the

grant date, i.e. they are treated as fully vested irrespective of whether or not the market condition is satisfied.

At the end of the reporting period, the cumulative expense is calculated, representing the extent to which the vesting period

has expired and the best estimate of the achievement of non-market conditions and the number of equity instruments that will

ultimately vest. The movement in cumulative expense since the previous year end is recognised in the income statement, with a

corresponding credit recognised in equity.

Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation and any cost not yet

recognised in the income statement for the award is expensed immediately. Any compensation paid, up to the fair value of

the award, at the cancellation or settlement date, is deducted from equity, with any excess over fair value being treated as an

expense in the income statement.

Please see note 11 Investments for Company-specific accounting policies in relation to all types of share-based payments schemes.

Aggregate remuneration of employees, including Directors, in continuing operations was:

	Group		Company
£’000	2025	2024	2025	2024
Wages and salaries (including bonuses)	190,124	200,489	1,832	1,808
Social security costs	23,781	25,453	263	193
Other pension costs	3,146	3,056	53	–
Temporary staff costs	470	757	–	–
Share-based payments (see note 19(b))	4,662	4,986	429	98
	222,183	234,741	2,577	2,099

The staff costs capitalised during the year on internally developed assets (note 10) and not included in the above amounts were

£4.7 million (FY24: £4.2 million).

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Notes to the financial statements continued

4 Directors and employees continued

The average monthly number of employees (including Executive Directors) during the year was:

				Netherlands
	Rest of			including	Middle East	Group	Company
2025	Europe	DACH	USA	Spain	& Asia	total	total
Sales	327	661	305	331	201	1,825	–
Non-sales	460	142	82	95	33	812	7
	787	803	387	426	234	2,637	7

				Netherlands
	Rest of			including	Middle East	Group	Company
2024	Europe	DACH	USA	Spain	& Asia	total	total
Sales	377	755	324	348	179	1,983	–
Non-sales	485	175	112	102	32	906	7
	862	930	436	450	211	2,889	7

The average number of employees is derived by dividing the sum of the number of employees employed under contracts of service

in each month (whether throughout the month or not) by the number of months in the financial year, irrespective of whether they

are full-time or part-time.

There were also 3,594 (FY24: 3,116) contractors engaged during the year under the ECM. They are not included in the numbers

above as they are not considered to be full-time employees of the Group. The labour costs of employed contractors are treated as

direct costs attributable to the delivery of SThree’s recruitment services to its clients. The entire ECM cost, which in the current year

amounted to £314.0 million (FY24: £324.3 million), is therefore captured within cost of sales.

Details of the Directors’ remuneration for the year, including the highest paid Director, which form part of these financial statements,

are provided in the ‘Audited information’ section of the Directors’ remuneration report (section 1.1).

Directors’ compensation for loss of office was £0.1 million (FY24: £nil).

5 Finance income and finance costs

Accounting policy (Group)

Finance income is recognised as the interest accrues to the net carrying amount of the financial asset. Finance cost is

recognised in the income statement in the period in which it is incurred.

£’000	2025	2024
Finance income
Bank interest receivable	1,469	2,890
Other interest	–	1
	1,469	2,891
Finance costs
Interest on lease liability	(2,051)	(1,337)
Bank loans and overdrafts	(20)	(108)
	(2,071)	(1,445)
Net finance (costs)/income	(602)	1,446

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6 Income tax expense

Accounting policy (Group)

The tax expense comprises both current and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit before income tax as reported in

the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further

excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates relevant to

the accounting period.

Deferred tax

Deferred tax is provided in full, using the liability method, on temporary differences at the reporting date arising between the tax

bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax is calculated using tax rates that

are expected to apply when the related deferred tax asset is realised, or the deferred tax liability is settled, based on tax rates

(and tax laws) that have been enacted or substantively enacted by the reporting date.

Deferred tax assets are recognised only to the extent that it is probable that sufficient future taxable profits will be available

to allow all or part of the deferred tax asset to be utilised. Where an entity has been loss-making, deferred tax assets are only

recognised if there is convincing evidence supporting its future utilisation.

Uncertain tax positions

The Group operates in multiple jurisdictions and engages in cross-border transactions between related entities. These

transactions are subject to transfer pricing regulations in each jurisdiction. The determination of arm’s length pricing involves

significant judgement and is inherently uncertain. Tax authorities may challenge the Group’s transfer pricing arrangements, which

could result in additional tax liabilities.

In accordance with IFRIC 23 Uncertainty over Income Tax Treatments, the Group has assessed whether it is probable that the

relevant tax authorities will accept the transfer pricing positions adopted. Where acceptance is not probable, the Group reflects

the effect of uncertainty in determining taxable profit, tax bases and unused tax losses.

The provision is based on an assessment of:

– the likelihood of tax authority challenge;

– the range of possible outcomes; and

– the interpretation of local tax laws and OECD guidelines.

The ultimate resolution of these matters may differ from the amounts provided and could have a material impact on future periods.

(a) Analysis of tax charge for the year

£’000	2025	2024
Current income tax
Corporation tax charged on profits for the year	9,908	18,966
Adjustments in respect of prior periods	(2,033)	(4,157)
Total current tax charge	7,875	14,809
Deferred income tax
Origination and reversal of temporary differences	(1,355)	2,414
Adjustments in respect of prior periods (note 18)	1,339	725
Total deferred tax (credit)/charge	(16)	3,139
Total income tax charge in the Consolidated Income Statement	7,859	17,948

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Notes to the financial statements continued

6 Income tax expense continued

(b) Reconciliation of the effective tax rate

The Group’s tax charge for the year exceeds (FY24: exceeds) the UK statutory rate and can be reconciled as follows:

£’000	2025	2024
Profit before income tax for the Group	25,533	67,640
Profit before income tax multiplied by the standard rate of corporation tax in the UK at 25.0% (FY24: 25.0%)	6,383	16,910
Effects of:
Disallowable items	628	1,585
Uncertain tax positions – current year	1,237	826
Uncertain tax positions – prior year	(886)	(3,054)
Share-based payments	1,173	487
Differing tax rates on overseas earnings	(217)	1,744
Utilisation of tax losses brought forward	(1,074)	(691)
Adjustments in respect of prior periods	(694)	(396)
Adjustments due to tax rate changes	(317)	124
Tax losses for which deferred tax asset was not recognised or derecognised	1,626	413
Total tax charge for the year	7,859	17,948
At the effective tax rate	30.8%	26.5%

£’000	2025	2024
Equity-settled share-based payments:
Current tax (charge)/credit	(2)	45
Deferred tax charge	(60)	(55)
	(62)	(10)

The Group expects to receive additional tax deductions in respect of share options currently unexercised. The Group is required

to provide for deferred tax on all unexercised share options. Where the amount of the tax deduction (or estimated future tax

deduction) exceeds the amount of the related cumulative remuneration expense, this indicates that the tax deduction relates

not only to remuneration expense but also to an equity item. In this situation, the excess of the current or deferred tax should be

recognised in equity. At 30 November 2025, a deferred tax asset of £0.2 million (FY24: £0.5 million) was recognised in respect of

these options (note 18).

On 17 November 2022, the UK Government confirmed its intention to implement the G20-OECD Inclusive Framework Pillar 2 rules

in the UK, including a Qualified Domestic Minimum Top-Up Tax rule. This legislation, which was enacted on 11 July 2023, will seek

to ensure that UK-headquartered multinational enterprises pay a minimum tax rate of 15% on UK and overseas profit for accounting

periods commencing after 31 December 2023.

While most jurisdictions in which the Group operates have statutory tax rates above 15% and are therefore expected to fall within

the transitional safe harbour exemptions, the interim assessment performed indicated that a top-up tax may be applicable to profits

arising from the Group’s operations in Ireland. The impact was not considered material in the context of the Group’s overall financial

position and was therefore not recorded. No additional current or deferred tax has been recognised.

The Group applies the mandatory temporary exemption from recognising and disclosing deferred tax assets and liabilities related to

Pillar Two income taxes, in accordance with the amendments to IAS 12 Income Taxes issued in May 2023.

The safe harbour position has been analysed for each jurisdiction and we would expect all material jurisdictions to pass safe harbour

tests, therefore no material impacts are expected.

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7 Earnings per share

Accounting policy (Group)

Basic EPS is calculated by dividing the profit for the year attributable to owners of the Company by the weighted average number of

ordinary shares outstanding during the period excluding shares held as treasury shares (note 19(a)) and those held in the EBT, which for

accounting purposes are treated in the same manner as shares held in the treasury reserve.

Diluted EPS is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all

dilutive ordinary shares arising from exercising employee stock options and tracker shares.

For accounting policy regarding EBT, refer to note 19 Equity.

The following tables reflect the income and share data used in the basic and diluted EPS calculations.

£’000	2025	2024
Earnings
Profit for the year attributable to owners of the Company	17,674	49,692

million	2025	2024
Number of shares
Weighted average number of shares used for basic EPS	129.0	132.8
Dilutive effect of share plans	1.1	1.3
Diluted weighted average number of shares used for diluted EPS	130.1	134.1

pence	2025	2024
Basic EPS	13.7	37.4
Diluted EPS	13.6	37.1

8 Dividends

Accounting policy (Group and Company)

Interim dividends are recognised in the financial statements at the time they are remitted. The date on which the full balance of

all funds, which are required to settle the interim dividends, is transferred by the Company to the third-party share administrator

is the trigger event for the recognition of the interim dividends as paid in the Group Consolidated Financial Statements. This is

the date on which the Group releases control over interim dividend-related funds as there is no legal mechanism as part of the

underlying agreement with the share administrator to allow management to revoke the dividend and retrieve the funds.

Final dividends declared to the Company’s shareholders are recognised as a liability in the Company’s and Group’s financial

statements in the period in which they are approved by the Company’s shareholders.

The Company recognises dividends from subsidiaries at the time that they are declared.

£’000	2025	2024
Amounts recognised as distributions to equity holders in the year
Interim dividend of 5.0 pence for FY23 per share (note a)	–	494
Final dividend of 11.6 pence for FY23 per share (note b)	–	15,366
Interim dividend of 5.1 pence for FY24 per share (note c)	6,807	–
Final dividend of 9.2 pence for FY24 per share (note d)	11,735	–
	18,542	15,860

£’000		2025	2024
Amounts arising in respect of the financial year
Interim dividend of 5.1 pence for FY25 (5.1 pence for FY24)	per share (note e)	6,490	6,824
Proposed final dividend of 9 .2 pence for FY25 (9.2 pence for FY24)	per share (note f)	11,866	12,221
		18,356	19,045

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Notes to the financial statements continued

8 Dividends continued

Note a

The FY23 interim dividend of 5.0 pence per share was paid on 8 December 2023. The £6.4 million in funds, required for its

settlement, were transferred by the Group to the share administrator before 30 November 2023. The £0.5 million shown as

distributed in FY24 reflected primarily payments to shareholders who claimed the FY23 interim dividend post the FY23 year end.

Note b

The FY23 final dividend of 11.6 pence per share was paid on 7 June 2024 to shareholders on the register of SThree plc on

10 May 2024.

Note c

The FY24 interim dividend of 5.1 pence per share was paid on 6 December 2024 to shareholders on record at 8 November 2024

(note 1 Dividends and distributable reserves).

Note d

The final dividend for the year ended 30 November 2024 of 9.2 pence per share was approved by shareholders at the Annual

General Meeting on 29 April 2025. The £11.7 million in funds, required for settlement of the FY24 final dividend, were transferred

to the share administrator on 4 June 2025, and the final dividend was paid on 6 June 2025 to those shareholders on record at

9 May 2025.

Note e

The FY25 interim dividend of 5.1 pence (5.1 pence for FY24) per share was paid on 12 December 2025 to shareholders on record at

14 November 2025. The £6.5 million in funds, required for settlement of the FY25 interim dividend, were transferred to the share

administrator after 1 December 2025.

Note f

The Board has proposed the FY25 final dividend of 9.2 pence (9.2 pence for FY24) per share, to be paid on 12 June 2026 to

shareholders on record at 15 May 2026. This proposed final dividend is subject to approval by shareholders at the Company’s next

Annual General Meeting on 29 April 2026, and therefore has not been included as a liability in these financial statements.

9 Property, plant and equipment

Accounting policy (Group)

Property, plant and equipment are recorded at cost less accumulated depreciation and any impairment losses. Subsequent

expenditure is added to the carrying value of the asset when it is probable that future economic benefits, in excess of the

originally assessed performance of the existing asset, will flow to the Group and the costs can be measured reliably. All other

subsequent expenditure is expensed in the period in which it is incurred.

Depreciation is provided on a straight-line basis and charged to the income statement over the expected useful working lives of

the assets, after they have been brought into use, at the following rates:

Right-of-use assets lower of the asset’s useful life and the lease term

Computer equipment three years

Leasehold improvements between five and seven years or, if lower, lease term

Fixtures and fittings five years

Gains and losses on disposals are included in the income statement by comparing proceeds with carrying amount.

Residual values and useful lives are reviewed and adjusted if appropriate at the end of the reporting period. Any changes are

accounted for prospectively.

Property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the

carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount of the

asset exceeds its recoverable amount, which is the higher of the asset’s fair value less cost to sell and its value in use.

Right-of-use assets are included within property, plant and equipment and are assessed for impairment in accordance with the

Group’s impairment policy, on the same basis as other non-current assets.

For accounting policy regarding right-of-use assets, refer to note 15 Leases.

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The movements of property, plant and equipment by class of assets are as follows:

	Right-of-use	Computer	Leasehold	Fixtures and
£’000	assets	equipment	improvements	fittings	Total
Cost
At 1 December 2023	54,988	15,112	9,235	5,288	84,623
Additions	23,497	2,096	4,046	1,654	31,293
Disposals	(15,091)	(2,227)	(1,343)	(443)	(19,104)
Forex revaluation	(1,408)	(242)	(162)	(136)	(1,948)
At 30 November 2024	61,986	14,739	11,776	6,363	94,864
Additions	20,056	1,191	2,075	953	24,275
Disposals	(14,151)	(887)	(643)	(404)	(16,085)
Forex revaluation	602	35	14	94	745
At 30 November 2025	68,493	15,078	13,222	7,006	103,799
Accumulated depreciation
At 1 December 2023	28,282	13,393	7,903	3,929	53,507
Depreciation charge for the year	12,944	1,132	702	452	15,230
Disposals	(15,160)	(2,228)	(1,207)	(443)	(19,038)
Forex revaluation	(633)	(206)	(131)	(82)	(1,052)
At 30 November 2024	25,433	12,091	7,267	3,856	48,647
Depreciation charge for the year	13,108	1,320	978	689	16,095
Disposals	(13,585)	(855)	(630)	(401)	(15,471)
Forex revaluation	409	(4)	3	69	477
At 30 November 2025	25,365	12,552	7,618	4,213	49,748
Net book value
At 30 November 2025	43,128	2,526	5,604	2,793	54,051
At 30 November 2024	36,553	2,648	4,509	2,507	46,217

A depreciation charge of £16.1 million (FY24: £15.2 million) was recognised in administrative expenses.

During the year, certain assets such as IT hardware, leasehold improvements and other office equipment were found to be no

longer operational. These assets with a total net book value of less than £0.1 million (FY24: £0.1 million) were disposed of, incurring a

loss on disposal of less than £0.1 million (FY24: a loss on disposal of £0.1 million).

For the carrying amount of right-of-use assets per class of underlying asset, refer to note 15 Leases. During the year, the Group

early-terminated certain lease contracts (including the write-off of the corresponding lease liabilities) resulting in a small gain of £0.1

million on lease modification (FY24: gain of £0.1 million).

The Company has no property, plant and equipment.

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Notes to the financial statements continued

10 Intangible assets

Accounting policy (Group)

Goodwill

Goodwill arising on consolidation represents the excess of purchase consideration over the fair value of the Group’s share of

the identifiable net assets of the acquired subsidiary at the date of acquisition. Goodwill on the acquisition of subsidiaries has an

indefinite useful life and is included in intangible assets. If the goodwill balance is material, it is tested annually for impairment

and carried at cost less accumulated impairment losses. Any impairment is recognised immediately in the income statement and

is not subsequently reversed. On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of

the profit or loss on disposal.

For the purpose of impairment testing, goodwill is allocated to the Group’s cash-generating units (CGUs) that are expected

to benefit from the synergies of the business combination. CGUs are determined based on the Group’s operating segments

or geographical regions, consistent with the internal management reporting structure. The allocation is reviewed annually and

whenever indicators of impairment arise.

The recoverable amount of each CGU is determined based on fair value less costs of disposal or value-in-use calculations using

cash flow projections approved by management. These projections typically cover a five-year period and include assumptions

around revenue growth, operating margins and discount rates. The key assumptions used in the impairment testing are disclosed

in the relevant note if goodwill is material.

Acquired and developed software and systems

Computer software acquired or developed by the Group is stated at cost less accumulated amortisation. Costs incurred on

software and system development projects are only capitalised if capitalisation criteria under IAS 38 Intangible Assets (IAS 38)

are met. These are amortised as follows:

Acquired computer software expected useful life of three to seven years

Software and system development costs expected useful lives not exceeding seven years

Costs relating to configuring or customising the SaaS are assessed to determine if there is a separate intangible asset over which

the Group has control. If an asset is identified, it is capitalised and amortised over the useful economic life of the asset. When

no separate intangible asset is identified, then the costs are either expensed when incurred or recognised as a prepayment and

spread over the term of the arrangement if the costs are concluded to not be distinct.

Software maintenance costs are expensed in the period in which they are incurred. Other costs linked to development projects

that do not meet the IAS 38 criteria are expensed in the period incurred.

Research and development tax relief in the form of the RDEC is recognised in the income statement over the periods in which the

qualifying expenditure giving rise to the RDEC claim is recognised, as the Group’s assessment of the conditions of receipt of the RDEC

concludes that it meets the definition of a Government grant.Certain expenses within the scope of RDEC are capitalised as part of the

Group’s development costs. Where this is the case, the associated income from the claim is deducted from the cost of the intangible

asset. The grant income is recognised in the income statement via reduced amortisation of the underlying asset.

Assets under construction

Purchased assets or internally generated intangible assets that are still under development are classified as ‘assets under construction’.

These assets are reclassified within intangibles over the phased completion dates and are amortised from the date they are reclassified.

Trademarks

Acquired trademarks are stated at cost and are amortised over the estimated useful life (up to 12 years) on a straight-line basis.

Impairment of intangible assets

Assets that are not subject to amortisation are tested for impairment annually. Any impairment loss or gain is recognised in

the income statement. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in

circumstances indicate that their respective carrying amounts may not be recoverable. Any impairment loss is recognised in

the income statement.

Impairment loss is the excess of an asset’s carrying amount over its recoverable amount. The recoverable amount represents

the higher of an asset’s fair value less costs to sell and its value in use. Value in use is measured based on the expected future

discounted cash flows attributable to the asset. For the purposes of assessing impairment, assets are grouped at the lowest

levels for which there are separately identifiable cash flows (CGUs).

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The movements in intangible assets by asset class during the year were as follows:

				Internally generated
				Software
				and system
		Computer	Assets under	development
£’000	Goodwill	software	construction	costs	Trademarks	Total
Cost
At 1 December 2023	206,317	5,387	6,173	39,112	71	257,060
Additions	–	–	6,790	–	–	6,790
Disposals	–	(2,988)	–	–	–	(2,988)
RDEC Government Grant (see note 3)	–	–	(1,708)	–	–	(1,708)
Forex revaluation	–	(3)	–	–	–	(3)
At 30 November 2024	206,317	2,396	11,255	39,112	71	259,151
Additions	–	–	1,246	4,180	–	5,426
Disposals	–	(2)	–	(36,925)	–	(36,927)
Reclassification	–	–	(12,338)	12,338	–	–
Forex revaluation	–	3	–	–	–	3
At 30 November 2025	206,317	2,397	163	18,705	71	227,653
Accumulated amortisation and impairment
At 1 December 2023	205,479	5,332	–	39,112	71	249,994
Amortisation charge for the year	–	24	–	–	–	24
Disposals	–	(2,987)	–	–	–	(2,987)
Forex revaluation	–	(2)	–	–	–	(2)
At 30 November 2024	205,479	2,367	–	39,112	71	247,029
Amortisation charge for the year	–	21	–	1,560	–	1,581
Disposals	–	(2)	–	(36,925)	–	(36,927)
Forex revaluation	–	2	–	–	–	2
At 30 November 2025	205,479	2,388	–	3,747	71	211,685
Net book value
At 30 November 2025	838	9	163	14,958	–	15,968
At 30 November 2024	838	29	11,255	–	–	12,122

During the current year, the Group increased its intangible assets book value by a net amount of £3.8 million to £16.0 million (FY24:

£12.1 million). This reflects the completion of the Group-wide TIP, with all developed assets under this project brought into active

use during the year.

As part of the post-implementation phase of TIP, the Group also undertook a review of its internally generated software and system

development assets. This review identified a number of legacy systems and related assets that had become obsolete following

the rollout of the new TIP platform. As a result, fully amortised software and system development assets with a gross cost of

£36.9 million were derecognised during the year. These disposals had no impact on the income statement, as all assets were fully

amortised before being written off.

In FY25, the Group also incurred £2.5 million (FY24: £2.6 million) in costs which were not directly attributable to the assets

developed under the TIP (such as project management and other administration-related tasks) and which were expensed

immediately to the income statement.

The Group continues to undertake development work, including the addition of new AI functionality and enhancements

to the existing platform. Costs associated with this ongoing development are being capitalised and recorded under assets

under development.

Amortisation of assets related to the TIP commenced early in the year and amounted to £1.6 million (FY24: £0.1 million),

and was included in administrative expenses.

Disclosures required under IAS 36 Impairment of Assets for goodwill impairment have not been included on the basis that

the goodwill value is not considered material.

The Company has no intangible assets.

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Notes to the financial statements continued

11 Investments

Accounting policy (Group and Company)

Equity investments (Group)

The Group classifies its financial assets in the following measurement categories:

– those measured subsequently at fair value, either through other comprehensive income (FVOCI) or through profit or loss; and

– those measured at amortised cost.

Classification depends on the Group’s business model for managing the financial assets and the contractual terms of the cash

flows. For assets measured at fair value, gains and losses will be recorded in either profit or loss or OCI. For investments in equity

instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of

initial recognition to account for the equity investment at FVOCI. Financial assets with embedded derivatives are considered in

their entirety when determining whether their cash flows are solely payments of principal and interest.

Subsidiaries (Company only)

Investments in shares in subsidiary companies are stated at cost less impairment loss to the extent that the carrying value

exceeds the recoverable amount; the investment is impaired to its recoverable amount with the impairment charged to the

Company’s income statement. An investment is deemed to be impaired when it has been determined that its carrying value will

not be recovered either through actual cash flows or operating profit generation or selling it. If circumstances arise that indicate

that investments might be impaired, the recoverable amount of the investment is estimated. The recoverable amount is the

higher of the entity’s fair value less costs to sell or its value in use. To the extent that the carrying value exceeds the recoverable

amount, the investment is impaired to its recoverable amount.

Where share-based payments are granted to the employees of subsidiary undertakings by the Company, they are treated as a

capital contribution to the subsidiary and the Company’s investment in the subsidiary is increased accordingly.

Tracker share arrangements (Group and Company)

Until FY20, the Group invited selected senior employees to invest in the businesses they managed through tracker shares,

sharing in both risk and reward. These shares track the performance of the underlying business, and holders receive dividends

declared by that business. After a vesting period, typically three to five years, holders may offer their vested shares for sale to

the Group, which has discretion to settle in cash or SThree plc shares. The Group’s policy is to settle in shares; therefore, the

arrangements are accounted for as equity-settled share-based payments under IFRS 2 Share-based Payments. In FY21, the

Directors decided to close the tracker share scheme to new entrants.

No expense is recognised during the vesting period as the initial subscription equated to fair value at grant date. Dividends

declared by tracked businesses are recorded in equity as distributions to tracker shareholders. On settlement, the nominal value

of any new shares issued is credited to share capital, with any excess credited to share premium. Where treasury shares are

used, the difference between the fair value of the tracker shares and the weighted average cost of treasury shares is recognised

in retained earnings.

Critical accounting judgements

Indicators of impairment of investments in subsidiaries (Company only)

At each reporting date, the Company assesses whether there are indications of impairment of its investments in subsidiaries. The

Company uses both external and internal sources of information to make this assessment, including significant adverse changes

in the market or economic environment in which subsidiaries operate, the carrying amount of their net assets versus market

value, or internal management’s indication that the financial performance of subsidiaries will be worse than budgeted.

Only when an indication of impairment is identified, the Company performs a detailed impairment review including calculations

of recoverable amounts of the investments.

Critical accounting estimates

Sources of estimation uncertainty (Company only)

Determination as to whether, and by how much, an investment (either as each direct subsidiary or a subsidiary and its own

investments), is impaired involves management estimates on highly uncertain matters such as the growth and decline rates in net

fees, effects of trading performance on operating expenses, discount rates, capital expenditure (where applicable), headcount

resources, long-term growth rates and future market environment including the outlook for global or regional market demand for

STEM skills.

The recoverable amount of an investment is the higher of its value in use and its fair value less costs of disposal. Fair value less

costs of disposal may be determined based on Enterprise value to EBITDA multiple or value in use. Details of impairment charges

recognised in the profit and loss account and the carrying amounts of investments are shown below in this note. The estimates

for assumptions made in impairment tests in FY24 are also discussed below.

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Company

Cost		£’000
At 1 December 2023		380,683
Additions
–	Settlement of vested tracker shares	4,841
–	Capital contribution relating to share-based payments	2,761
At 30 November 2024		388,285
Additions
–	Settlement of vested tracker shares	1,039
–	Capital contribution relating to share-based payments	3,797
At 30 November 2025		393,121
Provision for impairment
At 1 December 2023		157,058
Provision made during the year		46,507
At 30 November 2024		203,565
Provision made during the year		–
At 30 November 2025		203,565
Net carrying value
At 30 November 2025		189,556
At 30 November 2024		184,720

During the year, the Company settled a number of vested tracker shares by awarding SThree plc shares (note 19(b)). This resulted in

an increase in the Company’s investment of £1.0 million (FY24: £4.8 million) in relevant subsidiary businesses.

IFRS 2 requires that any options or awards granted to employees of subsidiary undertakings, without reimbursement by the subsidiary,

increase the carrying value of the investment held in the subsidiaries. In FY25, the Company recognised a net increase in investments in

its subsidiaries of £3.8 million (FY24: £2.8 million) relating to share options and awards including those under the LTIP, Save-As-You-Earn,

Employee Share Purchase Plan schemes and Deferred shares (executive short-term incentive scheme).

Assessment of investment impairment indications

The Company performed an assessment of impairment indicators for its portfolio of investments in subsidiaries. The latest trading

forecasts were revised significantly downwards compared to the prior year expectations, and triggered detailed calculations of the

recoverable amounts for the Company’s investments in UK operations.

As a result of the detailed impairment review, no impairment charge was recognised in the year (FY24: £46.5 million) in respect

of UK operations, as there was sufficient headroom between the recoverable amount and the carrying amount. The recoverable

amount of the UK investment was established as the higher of ‘fair value less costs of disposal’ (FVLCD) and ‘value in use’ (VIU).

The VIU of £51.7 million was determined from the post-tax operating unit profit (OUP) cash flows forecast to be generated by

the UK business in the next five years and into perpetuity. Post-tax cash flows were discounted to present value using a post tax

weighted average cost of capital (WACC) of 12.6% (an equivalent pre-tax WACC of 15.6%) and a long-term growth rate of 2.0%.

The UK tax rate remained constant at 25%.

The impairment assessment involves judgements and estimates prevailing at the time of the test. The actual outcomes may differ

from the assumptions made. The Company considered possible changes to the assumptions as follows:

(i) Apply a 5% reduction in forecast net fees, assuming a stable conversion ratio. This would result in a reduction of the recoverable

amount by £0.8 million.

(ii) Apply a 10% reduction to forecast OUP. This would result in reduction of the recoverable amount by £2.1 million.

(iii) Increase a post-tax WACC by 10% (from 12.6% to 13.9%). This would result in a reduction of the recoverable amount

by £2.5 million.

A full list of the Company’s subsidiaries as at 30 November 2025 is provided in note 24.

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Notes to the financial statements continued

12 Trade and other receivables

Accounting policy (Group and Company)

Trade receivables including contract assets are amounts due from customers for services performed in the ordinary course of business.

They are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method. The

normal credit terms are between 14–30 days upon service provision, with 30 days becoming a more prevalent payment term.

The Group applies the IFRS 9 simplified approach for trade and other receivables and follows an expected credit losses (ECLs)

approach for measuring the allowance for its trade receivables. The ECL provision has been considered for contract assets

but it is viewed as immaterial. The Group recognises a loss allowance based on lifetime ECLs at each reporting date based on

a three year average. For invoices reviewed on a portfolio basis (i.e. not individually reviewed), the loss allowance for ECLs is

provided at differing percentages based on historical collection experience, adjusted for forward-looking market factors specific

to the debtors and the economic environment. Certain exposures within trade receivables are individually assessed for which

the Directors make judgement on a client-by-client basis as to their ability to collect outstanding receivables. When reviewing

significant outstanding invoices, the Directors consider qualitative factors that are available without undue cost or effort, such as

a decrease in the debtor’s creditworthiness, changes in external or internal credit ratings, macro-economic conditions, actual or

expected deterioration in business performance of any particular debtor, and other known issues.

Derecognition of trade and other receivables

Trade and other receivables are derecognised when the rights to receive cash flows from these assets have expired or have

been transferred. On derecognition, any difference between the carrying amount of an asset and the consideration received is

recognised in the profit or loss.

For critical accounting estimates regarding contract assets, refer to note 2 Operating segments.

		Group		Company
	30 November	30 November	30 November	30 November
£’000	2025	2024	2025	2024
Trade receivables	248,804	268,825	–	–
Contract assets	76,969	88,635	–	–
Other receivables	7,043	6,462	383	66
Less allowance for ECLs	(10,340)	(8,718)	–	–
Trade receivables, contract assets and other receivables net of ECL	322,476	355,204	383	66
Prepayments	8,414	9,703	–	–
Other taxes and social security – debtor	–	–	1,259	–
Amounts due from subsidiaries	–	–	1,755	–
	330,890	364,907	3,397	66

Trade receivables are non-interest-bearing current financial assets.

Contract assets represent the contract revenue earned but not invoiced at the year end. It is based on the value of the unbilled

timesheets from the contractors for the services provided up to the year end. The corresponding costs are shown within trade

payables (where the contractor has submitted an invoice) and within accruals (in respect of unsubmitted and unapproved

timesheets) (note 14 Trade and other payables).

The Group establishes an allowance for doubtful accounts that represents an estimate of ECLs in respect of trade and other

receivables. Movements in the impairment provision for trade receivables are shown in the table below.

	30 November	30 November
£’000	2025	2024
Provision for impairment of trade receivables
At the beginning of the year	8,718	8,639
Charge for the year	8,158	7,304
Bad debts written off	(131)	(768)
Reversed as amounts recovered	(6,438)	(6,413)
Exchange differences	33	(44)
At the end of the year	10,340	8,718

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The ECLs increased YoY, reflecting ongoing macro-economic challenges. The exposure to credit risk has remained high across

various countries in which the Group operates.

The management team considers that the carrying value of Group’s and Company’s trade and other receivables is approximately

equal to their fair values and they are deemed to be current assets.

The Company’s financial assets are classified as held at amortised costs and there is no significant exposure to market risks

(interest rate and foreign exchange risks). For further information on Group’s financial assets, refer to note 22 Financial instruments

and financial risk management.

13 Cash and cash equivalents

Accounting policy (Group and Company)

Cash and cash equivalents include cash-in-hand, deposits held with banks and other short-term highly liquid investments with original

maturities of three months or less. Bank overdrafts are classified as short-term borrowings unless they form part of a cash pooling

arrangement where there is an intention to settle on a net basis, in which case they are reported net of related cash balances.

		Group		Company
	30 November	30 November	30 November	30 November
£’000	2025	2024	2025	2024
Cash at bank	67,962	69,756	74	82
Bank overdraft	–	(88)	–	–
Net cash and cash equivalents	67,962	69,668	74	82

Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less, net of

outstanding bank overdrafts.

The Group has three cash pooling arrangements in place at HSBC US (USD), HSBC UK (GBP) and Citibank (EUR).

14 Trade and other payables

Accounting policy (Group and Company)

Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective

interest rate method.

		Group		Company
	30 November	30 November	30 November	30 November
£’000	2025	2024	2025	2024
Trade payables	61,383	54,828	–	–
Accruals	98,594	115,447	1,218	885
Other taxes and social security	12,799	12,862	132	207
Other payables	10,146	15,086	334	501
Amounts due to subsidiaries (note 21)	–	–	10,334	128,945
	182,922	198,223	12,018	130,538

The carrying amounts of Group’s and Company’s trade and other payables are considered to be the same as their fair values, due

to their short-term nature. The Company’s financial liabilities are classified as held at amortised cost and there is no significant

exposure to market risks (interest rate and foreign exchange risks). For further information on Group’s financial liabilities, refer to

note 22 Financial instruments and financial risk management.

Trade and other payables are predominantly interest-free, are unsecured and are usually paid within 20 days of recognition.

Accruals include amounts payable to contractors in respect of unsubmitted and unapproved timesheets (note 12 Trade and

other receivables).

Amounts due to SThree Management Services by other SThree Group entities are subject to an interest rate equal to average

SONIA rate plus 1.2%. Amounts due from SThree Management Services to other SThree Group entities are subject to the average

Money Market rates based on the currency of the balance.

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Notes to the financial statements continued

15 Leases

Accounting policy (Group)

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 ‘Property, plant and equipment’, ‘Non-current lease liabilities’ and ‘Current lease

liabilities’ in the 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-related service charges are treated as non-lease components and are expensed when incurred, and are therefore not

capitalised as part of the lease liabilities on the initial recognition date.

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 income statement.

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.

The Group does not apply the recognition exemption to short-term leases or leases of low-value assets, as permitted by

the standard.

In determining the lease terms, the management team considers all facts and circumstances that create an economic incentive

to exercise an extension option, or not exercise a termination option. Extension options (or periods after a termination option) are

only included in the lease term if the lease is reasonably certain to be extended (or not terminated). The assessment is reviewed if

a significant event or change in circumstances occurs which affects this assessment and that is within the control of the lessee.

The leases which are recognised in the Consolidated Statement of Financial Position are principally in respect of buildings and cars.

The Group’s right-of-use assets and lease liabilities are presented below:

	30 November	30 November
£’000	2025	2024
Buildings	42,220	35,577
Cars	908	976
Total right-of-use assets (refer to note 9 Property, plant and equipment)	43,128	36,553
Current lease liabilities	10,549	10,419
Non-current lease liabilities	36,952	29,362
Total lease liabilities (refer to note 22 Financial instruments and financial risk management)	47,501	39,781

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The Consolidated Income Statement includes the following amounts relating to depreciation of right-of-use assets:

	30 November	30 November
£’000	2025	2024
Buildings	12,249	11,868
Cars	859	1,076
Total depreciation charge of right-of-use assets	13,108	12,944

In the current year, interest expense on leases amounted to £2.1 million (FY24: £1.3 million) and was recognised within finance costs

in the Consolidated Income Statement (refer to note 5 Finance income and costs).

The total cash outflow for leases in FY25 was £14.6 million (FY24: £14.4 million) and comprised the principal and interest element of

recognised lease liabilities.

16 Other financial liabilities

Accounting policy (Group and Company)

Financial liabilities

All non-derivative financial liabilities are classified as ‘financial liabilities measured at amortised cost’. All financial liabilities

are recognised initially at fair value and net of transaction costs. They are subsequently measured at amortised cost using the

effective interest rate method. Financial liabilities are classified as current liabilities unless the Group has an unconditional right

to defer settlement for at least 12 months after the end of the reporting period.

The Group’s financial liabilities include trade and other payables and other financial liabilities, including bank overdraft and lease liabilities.

The Group maintains a committed RCF of £50.0 million along with an uncommitted £30.0 million accordion facility, both jointly

provided by HSBC and Citibank, giving the Group an option to increase its total borrowings under the facility to £80.0 million.

During the current and previous year, the Group did not draw down under these facilities. The Group also has an uncommitted

£5.0 million overdraft facility with HSBC, which was undrawn (FY24: £0.1 million drawn down) at the year end.

The RCF is subject to financial covenants and any funds borrowed under the facility bear a minimum annual interest rate of 1.2%

above the benchmark Sterling Overnight Index Average (SONIA). As the Group and the Company did not draw down under these

facilities, the finance costs of £2.1 million (FY24: £1.4 million) were mainly related to lease interest.

The covenants, which the RCF is subject to, require the Group to maintain financial ratios over interest cover, leverage and

guarantor cover (note 22(b)(iii)). The Group has complied with these covenants throughout the year.

The Group’s exposure to interest rates, liquidity, foreign currency and capital management risks is disclosed in note 22 Financial

instruments and financial risk management.

Reconciliation of financial liabilities to cash flows arising from financing activities:

£’000
Balance at 1 December 2023	29,017
Cash flows:
Interest paid to bank	(108)
Payments of principal and interest element of lease liabilities	(14,448)
Total cash flows	(14,556)
Lease increases	25,311
Lease termination	(868)
Other movements *	877
Balance at 30 November 2024 and 1 December 2024	39,781
Cash flows:
Interest paid to bank	(20)
Payments of principal and interest element of lease liabilities	(14,553)
Total cash flows	(14,573)
Lease increases	21,447
Lease termination	(1)
Other movements *	847
Balance at 30 November 2025	47,501

* Other movements in FY25 and FY24 primarily comprised unwind of the discount on lease liabilities and forex revaluation.

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Notes to the financial statements continued

17 Provisions

Accounting policy (Group)

A provision is recognised in the statement of financial position when the Group has a present legal or constructive obligation as a

result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions

are recognised at the present value of the expenditures expected to be required to settle the obligation and a reliable estimate

can be made of the amount of the obligation.

(a) Movements in each class of provision during the financial year are set out below:

		Restructuring
		and
		termination	Tracker share		Onerous
£’000	Dilapidations	payments	liability	Legal	contracts	Total
At 1 December 2023	3,189	415	1,192	4,203	525	9,524
Additions	444	1,397	–	196	–	2,037
Released to the income statement	(358)	(99)	(90)	(1,389)	–	(1,936)
Utilised during the year	(25)	(318)	(1,102)	(867)	(345)	(2,657)
Forex revaluation	(71)	–	–	(41)	(4)	(116)
At 30 November 2024	3,179	1,395	–	2,102	176	6,852
Additions	348	1,445	–	242	–	2,035
Released to the income statement	(185)	(44)	–	(920)	–	(1,149)
Utilised during the year	(631)	(1,419)	–	(231)	(96)	(2,377)
Forex revaluation	82	2	–	(34)	1	51
At 30 November 2025	2,793	1,379	–	1,159	81	5,412

	30 November	30 November
£’000	2025	2024
Expected timing of provision utilisation
Current	2,831	4,068
Non-current	2,581	2,784
	5,412	6,852

Provisions are not discounted as the Directors believe that the effect of the time value of money is immaterial. The provisions are

measured at cost, which approximates to the present value of the expenditure required to settle the obligation.

(b) Information about individual provisions and significant estimates

Dilapidations

The Group is obliged to pay for dilapidations at the end of its tenancy of various properties. Provision was made based on

independent professional estimates of the likely costs on vacating properties based on the current conditions of the properties.

The provision is captured within the carrying value of the right-of-use assets and depreciated to profit or loss over the lease term.

Restructuring and termination payments

At 30 November 2025, the provision comprised primarily future termination payments related to staff in the following businesses:

UK, Spain, Netherlands, France and Germany. Termination payments are provided for staff exiting SThree in the normal course of

business and in the case of a restructuring.

Tracker share liability

In FY24, the tracker share provision was released in full to retained earnings to reflect the fact that all remaining tracker shares have

now vested and the Group no longer has an obligation to repay amounts received from senior employees on subscription for tracker

shares under the terms of the tracker share arrangements (note 11 Investments).

There were no new subscriptions in the current year as the tracker share scheme was closed for new entrants/investments.

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Legal

The provision relates to various ongoing legal and other disputes including employee litigation, compliance with employment

laws and regulations, and open enquiries with tax and pension authorities. The provision relates to separate claims in a number of

different geographic regions and represents our most probable estimate of the likely outcome of each of the disputes. The timing

of economic outflow is subject to the factors governing each case.

Onerous contracts

This relates to partially underutilised leased offices in certain locations. The onerous contract provision was created for the

corresponding service charges (not capitalised within the initial recognition amount of right-of-use assets) which will be incurred

for the remainder of the underlying lease terms.

The liability in relation to all classes of provision is expected to crystallise as follows:

	30 November	30 November
£’000	2025	2024
Within one year	2,831	4,068
One to five years	2,339	2,219
After five years	242	565
	5,412	6,852

18 Deferred tax

	Fixed asset
Group	timing		Share-based
£’000	differences	Leases	payments	Tax losses	Provisions	Total
At 1 December 2023	(6,553)	8,142	1,389	–	2,821	5,799
(Charge)/credit to income statement for the year	(3,992)	2,424	(853)	–	7	(2,414)
Prior year charge to income statement for the year	(586)	–	–	–	(139)	(725)
Charge directly to equity	–	–	(55)	–	–	(55)
Forex revaluation	(8)	–	(14)	–	(37)	(59)
At 30 November 2024	(11,139)	10,566	467	–	2,652	2,546
(Charge)/credit to income statement for the year	(3,530)	3,922	(256)	721	181	1,038
Prior year credit/(charge) to income statement for the year	71	–	–	(9)	(1,401)	(1,339)
Adjustment due to tax rate changes	6	–	11	–	300	317
Charge directly to equity	–	–	(60)	–	–	(60)
Forex revaluation	2	–	5	20	(76)	(49)
At 30 November 2025	(14,590)	14,488	167	732	1,656	2,453

Deferred tax assets and liabilities are offset where the Group has a legally enforceable right to offset and where the deferred

tax balances relate to the same taxation authority. The following table presents an analysis of deferred tax balances for financial

reporting purposes:

	30 November	30 November
£’000	2025	2024
Deferred tax assets	3,292	3,408
Deferred tax liabilities	(839)	(862)
	2,453	2,546

Deferred tax assets are recognised for carry-forward tax losses to the extent that the realisation of the related tax benefit through

future taxable profits from the respective jurisdictions is probable. In assessing whether to recognise deferred tax assets, the Group

considered both current and the forecast trading performance in these territories and the expectations regarding the levels of

profitability that can be achieved.

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Notes to the financial statements continued

18 Deferred tax continued

At the reporting date, the Group had unused tax losses of £16.8 million (FY24: £25.6 million) available for offset against future

profits. A deferred tax asset was recognised in respect of £2.9 million of the £16.8 million (FY24: deferred tax asset of £nil on

£25.6 million) losses. The decrease in losses arises from elimination of losses in dormant or liquidated entities.

In FY25, previously unrecognised tax losses were recognised in France (£2.5 million) and Belgium (£0.4 million) following improved

actual and forecast profitability in these jurisdictions.

In the USA, the Group has deferred tax assets of £3.2 million (FY24 £2.9 million), of which £1.9 million (FY24 £2.9 million) has been

recognised in the consolidated financial statements. In Japan, the Group has deferred tax assets of £1.9 million (2024: £1.8 million),

of which none (FY24: none) has been recognised. In both countries, the recognised amount reflects management’s assessment

of the availability of future taxable profits against which these assets are expected to be utilised. In determining the recoverable

amount, the Group considered the historical profitability, the approved business plan and forecast period, and the level of taxable

temporary differences expected to reverse in future periods. In line with ESMA32 guidance, management concluded that sufficient

convincing evidence to support recognition of these deferred tax assets was not available at the reporting date. Management

will continue to monitor the performance of these operations closely. Should forecast profitability improve and sufficient positive

evidence become available, some or all of the unrecognised deferred tax assets may be recognised in future periods.

Included in unrecognised tax losses are losses of £5.0 million (FY24: £13.1 million) which are subject to forfeit or expiry. Of this

amount, £0.4 million (FY24: £8.0 million) will be forfeited over the course of the next year. A regional summary of our unrecognised

operating tax losses is shown below.

The Company recognises deferred tax assets and liabilities arising from a single transaction (e.g. when entering a new lease

contract) separately. As a result, deferred tax liabilities relating to leases are presented in ‘Fixed asset timing differences’ with

deferred tax assets relating to lease liabilities being presented in leases.

At the reporting date, deferred tax recoverable within one year was £0.4 million, and a further £3.9 million is expected to be

recovered in periods extending beyond one year.

At the reporting date, the Group had undistributed earnings of subsidiaries which would be subject to dividend withholding tax

amounting to £2.9 million (2024: £3.2 million). No tax liability has been recognised in respect of this amount.

	30 November	30 November
£’000	2025	2024
Operating tax losses not recognised
Europe	8,760	12,626
Asia Pacific	5,099	12,909
	13,859	25,535

The Group has the following uncertain tax positions:

As at 30 November 2025, the Group has recognised a provision in respect of transfer pricing risks of £2.2 million (2024: £1.8 million)

for potential transfer pricing adjustments. This amount represents management’s best estimate of the additional taxes that may be

payable, including interest and penalties, based on the expected value method.

Company

The Company’s deferred tax assets/(deferred tax liabilities) relate in full to the equity-settled share-based payments.

£’000
At 1 December 2023	136
Charge to income statement for the year	(128)
Charge directly to equity	(19)
At 30 November 2024	(11)
Credit to income statement for the year	3
Credit directly to equity	11
At 30 November 2025	3

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19 Equity

Accounting policy (Group and Company)

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in

equity as a deduction, net of tax, from the proceeds.

The Group’s holdings in its own equity instruments are classified as ‘treasury reserve’. The consideration paid, including any

directly attributable incremental costs, is deducted from the equity attributable to the owners of the Company until the shares

are cancelled or reissued. No gain or loss is recognised in the income statement on the purchase, sale, issue or cancellation of

own equity shares.

Employee Benefit Trust (EBT)

The EBT is funded entirely by the Company. The assets and liabilities of the EBT are recognised in the Group’s Consolidated

Financial Statements.

The shares in the EBT are held to satisfy awards and grants under certain employee share schemes. For accounting purposes,

shares held in the EBT are treated in the same manner as treasury shares and are, therefore, included in the Consolidated

Financial Statements as treasury reserve. Consideration, if any, received for the sale of such shares is also recognised in equity,

with any difference between the proceeds from sale and the original cost being taken to retained earnings. No gain or loss is

recognised in the income statement on the purchase, sale, issue or cancellation of equity shares held by the EBT.

In the separate financial statements of the Company, the EBT is treated as an extension of the Company. Funding provided by

the Company to the EBT is accounted for as the issue of treasury shares.

Group and Company

(a) Share capital

			Capital
	Number of	Share	redemption	Treasury
	ordinary	capital	reserve	reserve
	shares	£’000	£’000	£’000
Issued and fully paid
At 1 December 2023	134,872,440	1,349	172	(7,939)
Issue of new shares	698,585	7	–	–
Purchase of shares by EBT	–	–	–	(10,000)
Utilisation of shares held by EBT	–	–	–	10,693
At 30 November 2024	135,571,025	1,356	172	(7,246)
Issue of new shares	30,610	1	–	–
Cancellation of share capital	(7,779,335)	(78)	78	–
Purchase of shares by EBT	–	–	–	(1,184)
Utilisation of shares held by EBT	–	–	–	7,168
At 30 November 2025	127,822,300	1,279	250	(1,262)

The nominal value per ordinary share is £0.01 (FY24: £0.01).

The Company does not have a limited amount of authorised share capital.

During the year, the Company purchased 7,779,335 (FY24: none) shares for immediate cancellation. When cancelling its ordinary

shares, the Company transferred amounts equivalent to the nominal value of the cancelled shares into the capital redemption

reserve. As a result, the share capital reduced by £0.1 million to £1.3 million (FY24: £1.4 million).

During the year, 30,610 new ordinary shares were issued (FY24: 698,585), resulting in a share premium of less than £0.1 million

(FY24: £2.4 million). Of the shares issued, 30,544 (FY24: 508,396) were issued to tracker shareholders on settlement of vested

tracker shares and 66 (FY24: 190,189) pursuant to the exercise of share awards under the SAYE scheme.

At 30 November 2025, the Company’s issued share capital consisted of 127,858,067 ordinary shares of £0.01 each (FY24:

135,606,792). Of these, 35,767 shares (FY24: 35,767) were held directly by the Company as treasury shares. This is separate from

shares held by the EBT, which are presented within the treasury reserve as disclosed above.

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Notes to the financial statements continued

19 Equity continued

Group and Company continued

(a) Share capital continued

S hare premium

The share premium account represents the excess of proceeds over the nominal value for all share issues, including the excess of

the exercise share price over the nominal value of the shares on the exercise of share options.

Currency translation reserve

The currency translation reserve comprises all foreign exchange differences arising from the translation of the financial statements

of foreign operations that are integral to the operations of the Company.

EBT

During the year, the EBT purchased 578,761 (FY24: 2,340,585) of SThree plc shares. The average price paid per share was 205

pence (FY24: 427 pence). The total acquisition cost of the purchased shares was £1.2 million (FY24: £10.0 million), for which the

treasury reserve was reduced. During the year, the EBT utilised 1,766,792 (FY24: 2,496,991) shares on settlement of vested tracker

shares and LTIP awards. At the year end, the EBT held 579,021 (FY24: 1,767,052) shares.

(b) Share-based payments

Tracker share awards in subsidiary companies

As described in note 11 Investments, until FY19 the Group made tracker share awards in respect of certain subsidiary businesses to

senior individuals who participate in the development of those businesses.

During the year, the Group settled certain vested tracker shares for a total consideration of £0.8 million (FY24: £4.8 million) by issue

of new shares or using treasury shares purchased from the market. This resulted in an increase in share capital and share premium

for new issue, and reduction in capital reserves for utilised treasury reserve, with a corresponding reduction in the Group’s retained

earnings and provision for tracker share liability.

LTIP, SAYE, Employee Share Purchase Plan and other share schemes

The Group has a number of share schemes to incentivise its Directors and employees. All schemes are treated as equity-settled

(except a legacy Share Incentive Plan (SIP)) as the Group has no legal or constructive obligation to repurchase or settle the options

in cash. The schemes are detailed below.

		30 November 2025		30 November 2024
		Number		Number
		of share		of share
		awards/		awards/
	Charge	matching	Charge	matching	Vesting
Scheme	(£’000)	shares	(£’000)	shares	period	Valuation method	Performance metrics
LTIP	1,012	2,781,729	206	1,824,290	3 years	Monte Carlo and	Incremental EPS and
						Binomial model	OPCR growth/TSR ranking
							against comparator group,
							ESG targets
RSU	1,859	797,842	3,716	1,696,207	1–3 years	n/a	Service conditions
Employee Share Purchase	371	140,688	384	94,856	1 year	n/a	None
Plan (ShareMatch)
SAYE	324	417,934	235	47 7,602	3 years	Binomial	None
Deferred shares (executive	371	n/a	376	n/a	1 year	n/a	Group financial targets, shared
short-term incentive scheme)							objectives, personal objectives
Growth Incentive Plan	725	4,670,521	69	1,559,170	3 years	n/a	Regional financial targets
Total	4,662	8,808,714	4,986	5,652,125

The majority of the total annual share-based payment charge is attributed to the LTIP and RSU schemes which have a remaining

contractual life of three years at any point in time.

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LTIP and RSU

Further details on the conditions of the LTIP are provided in the Directors’ remuneration report on page 121.

		Number of options
	LTIP	RSU	Total
At 1 December 2023	1,389,545	2,111,768	3,501,313
Granted	848,483	909,361	1,757,844
Vested	(333,064)	(1,182,107)	(1,515,171)
Lapsed	(9,192)	–	(9,192)
Forfeited	(71,482)	(142,815)	(214,297)
At 30 November 2024	1,824,290	1,696,207	3,520,497
Granted	1,367,992	26,517	1,394,509
Vested	(66,205)	(829,401)	(895,606)
Lapsed	(47,591)	–	(47,591)
Forfeited	(296,757)	(95,481)	(392,238)
At 30 November 2025	2,781,729	797,842	3,579,571

Out of the 3,579,571 LTIP awards outstanding (FY24: 3,520,497), no LTIP awards were exercisable at the year end (FY24: 2,395).

Awards granted in previous years that vested during the year were satisfied by shares held in the EBT. The related weighted average

share price at the date of exercise was £2.29 (FY24: £4.06). Transaction costs were negligible. The share awards had a weighted

average exercise price of £nil (FY24: £nil).

The share awards granted in FY25, and separately in FY24, under the Group LTIP scheme were valued as follows:

	2025	2024
Weighted average fair value (£)	2.39	4.19
Key assumptions used:
Share price at grant date (£)	2.61	4.20
Expected volatility*	32.1%	30.9%
Annual risk-free interest rate	4.07%	4.13%
Expected life (years)	3	3

* Expected volatility is determined by using the historic daily volatility of SThree plc’s shares as measured over a period commensurate with the expected performance period of the share

options, i.e. three years.

Growth Incentive Plan (GIP)

Under the Growth Incentive Plan, certain employees are granted share awards which can be exercised after a three-year period if

sales targets are achieved.

In the current year, the Company granted 3,207,133 (FY24: 1,532,597) shares under this scheme to eligible employees.

Other schemes

The ShareMatch and SAYE schemes are not deemed material for further disclosure.

Further details behind the executive short-term incentive scheme, Deferred shares, are provided in the Directors’ remuneration

report on page 124.

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Notes to the financial statements continued

20 Commitments

Capital commitments

At the year end, the Group had capital commitments for property, plant and equipment and intangible assets amounting to

£0.5 million (FY24: £5.2 million). Capital commitments include total future minimum lease payments under leases not yet

commenced to which the Group was committed at the year end of £0.4 million (FY24: £1.0 million).

Other commitments

At the year end, the Group had also committed to future lease service costs of £10.7 million (FY24: £6.4 million).

Guarantees

At the year end, the Group/SThree plc had bank guarantees in issue for commitments which amounted to £3.7 million

(FY24: £4.1 million).

Company

In FY25, selected UK subsidiaries (see note 24) were exempt from the requirements of the Act relating to the audit of individual

accounts by virtue of Section 479A of the Act. The Company provides a guarantee concerning the outstanding liabilities of these

subsidiaries under Section 479C of the Act.

21 Related party transactions

Group

Balances and transactions with subsidiaries were eliminated on consolidation and are not disclosed in this note. Transactions

between the Group and its Directors and members of the Executive Committee, who are deemed to be key management

personnel, are disclosed below.

Remuneration of key management personnel (KMP)

The Group’s KMP comprises members of the Executive Committee, other members of the Board of Directors and key managers

who have authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly. Further

details of Directors’ remuneration are included in the Directors’ remuneration report on pages 122 to 124.

The total number of KMP was 17 (FY24: 16) at the year end. Total remuneration for members of KMP, including two members

(FY24: two members) who left the business during the current financial year, is detailed below:

£’000	2025	2024
Short-term employee benefits	5,859	4,895
Share-based payments	1,027	538
Post-employment benefits	236	196
Termination benefits	1	–
	7,123	5,629

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Company

The Company has related party relationships with its subsidiaries, with members of its Board and key managers. The Directors’

remuneration which they receive from the Company is disclosed in the Directors’ remuneration report. The Company did not have

any transactions with the Directors during the financial year other than those disclosed in the Directors’ remuneration report and

below. Details of transactions between the Company and other related parties are disclosed below.

£’000	2025	2024
Transactions with the related parties during the year
Dividend income received from subsidiaries	155,000	–
Investments in subsidiaries (note 11)	(4,836)	(7,602)
Impairment of investments in subsidiaries (note 11)	–	(46,507)
Settlement of tracker shares with KMP	(13)	(573)
Loans and advances (given to)/received from subsidiaries	(118,611)	43,184
Interest income received from subsidiaries	1	1
Interest paid to subsidiaries	(6,555)	(8,064)

Settlement of tracker shares with KMP

During the year, 7,404 (FY24: 85,028) shares were issued to the Chief Executive Officer (CEO) as part of the annual tracker shares

settlement. Of the seven tracker share businesses in which the CEO held interests, two were recommended for a full or partial

buyout, each having been assessed against the normally applied criteria. The overall buyout offer value for the CEO was £0.01

million (FY24: £0.3 million) of which £0.01 million (FY24: £0.3 million) was accepted and settled in SThree plc’s shares.

Three (FY24: three) other members of KMP were also offered a full or partial buyout in FY25. Their total buyout offer was £0.01

million (FY24: £0.3 million) of which £0.01 million (FY24: £0.3 million) was accepted and settled in SThree plc’s shares. No purchase

or sales transactions were entered into between the Company and its subsidiaries.

	30 November	30 November
£’000	2025	2024
Year-end balances arising from transactions with related parties
Investments in subsidiaries	189,556	184,720
Amounts due from subsidiaries	1,755	–
Amounts due to subsidiaries	(10,334)	(128,945)

Deed of release

The Directors have determined that certain distributions, being the FY24 interim dividend paid 6 December 2024, the share

buyback programme undertaken December 2024 to May 2025, and the FY24 final dividend paid 6 June 2025 (together the

‘Relevant Distributions’), were made without complying fully with the technical requirements of the Companies Act 2006 (‘the Act’)

(note 1 Dividends and distributable reserves).

On 1 October 2025, the Company waived and released any claims it may have in respect of these relevant distributions against

each and any of the Directors.

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Notes to the financial statements continued

22 Financial instruments and financial risk management

(a) Financial instruments

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. At the current

and prior year end, all financial instruments were classified into the ‘measured at amortised cost’ category.

		Measured at
		amortised	Total carrying
£’000	Note	cost	amount
At 30 November 2025
Financial assets
Trade receivables and contract assets	12	315,433	315,433
Other receivables		5,839	5,839
Cash and cash equivalents	13	67,962	67,962
Financial liabilities
Bank overdraft	13	–	–
Trade payables and accruals	14	(159,977)	(159,977)
Other payables		(7,495)	(7,495)
Lease liabilities	15, 16	(47,501)	(47,501)

		Measured at	Total carrying
£’000	Note	amortised cost	amount
At 30 November 2024
Financial assets
Trade receivables and contract assets	12	348,742	348,742
Other receivables		6,305	6,305
Cash and cash equivalents	13	69,756	69,756
Financial liabilities
Bank overdraft	13	(88)	(88)
Trade payables and accruals	14	(170,275)	(170,275)
Other payables		(10,841)	(10,841)
Lease liabilities	15, 16	(39,781)	(39,781)

Other receivables comprise mainly rental deposits and staff loans and exclude non-financial assets.

Other payables comprise mainly other non-trade creditors such as insurance and social obligations, and exclude non-financial liabilities.

(b) Financial risk factors

The Group reports in Sterling and pays dividends out of Sterling profits. The role of the Group’s corporate treasury function is to

manage and monitor external and internal funding requirements and financial risks in support of corporate objectives. Treasury

activities are governed by policies and procedures approved by the Board. A treasury management committee, chaired by the Chief

Financial Officer, meets on a monthly basis to review treasury activities and its members receive management information relating

to treasury activities. The Group’s internal auditors periodically review the treasury internal control environment and compliance

with policies and procedures.

Each year, the Board reviews the Group’s currency hedging strategy to ensure it is appropriate. The Group does not hold or issue

derivative financial instruments for speculative purposes and its treasury policies specifically prohibit such activity. All transactions

in financial instruments are undertaken to manage the risks arising from underlying business activities, not for speculation.

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The Group corporate treasury function enters into a limited number of derivative transactions, principally currency swaps and

forward currency contracts, with the purpose of managing the currency risks arising from operations and financing of subsidiaries.

At the year end, the Group had net foreign exchange swaps of:

	2025	2025	2024	2024
Currency	LCCY’000	£’000	LCCY’000	£’000
United Arab Emirates Dirham (AED)	3,898	803	24,273	5,190
Swiss Franc (CHF)	(3,004)	(2,823)	227	202
Euro (EUR)	20,877	18,300	21,559	17,907
Hong Kong Dollar (HKD)	7,481	727	7,482	755
Japanese Yen (JPY)	(1,128,000)	(5,460)	(226,775)	(1,188)
US Dollar (USD)	(10,478)	(7,922)	(30,028)	(23,578)
		3,625		(712)

The contracts were mainly taken out close to the year-end date for a period of 31 days (FY24: 31 days), and they had an immaterial

fair value both at the current and prior year end.

The Group is exposed to a number of different financial risks including capital management, foreign currency rates, liquidity, credit

and interest rates risks, which were not materially changed from the previous year. The Group’s objective and strategy in responding

to these risks are set out below and did not change materially from the previous year.

(i) Capital risk management

The Group’s objectives when managing capital are to safeguard the Group and its subsidiaries’ ability to continue as going

concerns, to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to

minimise the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, defer

the settlement of vested tracker shares, sell assets to reduce debt, return capital to shareholders, or issue new shares, subject to

applicable rules. The Group’s policy is to settle the vested tracker shares in the Company’s shares. During the year, certain vested

tracker shares were settled by issue of new shares or using treasury shares purchased from the market (note 19(b)).

The capital structure of the Group consists of equity attributable to owners of the parent of £235.1 million (FY24: £248.6 million),

comprising share capital, share premium, other reserves and retained earnings as disclosed in the Consolidated Statement

of Changes in Equity and net cash of £68.0 million (FY24: £69.7 million), comprising cash and cash equivalents less any bank

overdraft (note 13).

Except for compliance with certain bank covenants (note 22(b)(iii)), the Group is not subject to any externally imposed

capital requirements.

(ii) Foreign currency exchange risk management

The Group uses Sterling as its presentation currency. It undertakes transactions in a number of foreign currencies. Consequently,

exposures to exchange rate fluctuations do arise. Such exchange rate movements affect the Group’s transactional revenues, cost

of sales, the translation of earnings and the net assets/liabilities of its overseas operations.

The Group is also exposed to foreign currency risks from the value of net investments outside the United Kingdom. The

intercompany loans which are treated as net investments in foreign operations are not planned to be settled in the foreseeable

future as they are deemed to be a part of the investment. Therefore, exchange differences arising from the translation of the net

investment loans are taken into equity.

The Group’s businesses generally raise invoices and incur expenses in their local currencies. Local currency cash generated is

remitted via intercompany transfers to the United Kingdom. The Group generally converts foreign currency balances into Sterling

to manage its cash flows.

Foreign currency sensitivity analysis

The Group is mainly exposed to the Euro and the US Dollar. If the Euro or the US Dollar 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 income tax of £5.5 million and £2.4 million (FY24: £7.8 million and £2.5 million) respectively, with a similar decrease if the

Euro or the US Dollar weakened against Sterling by 10%.

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Notes to the financial statements continued

22 Financial instruments and financial risk management continued

(b) Financial risk factors continued

(iii) Liquidity risk management

The Group’s treasury function centrally coordinates relationships with banks, manages borrowing requirements, foreign exchange

needs and cash management. The Group has access to a committed RCF of £50.0 million along with an uncommitted £30.0 million

accordion facility in place with HSBC and Citibank, giving the Group an option to increase its total borrowings under the facility

to £80.0 million. All these facilities remained undrawn on 30 November 2025 and 30 November 2024. The Group also has an

uncommitted £5.0 million overdraft facility with HSBC, which was undrawn (FY24: £0.1 million drawn down) at the year end.

The RCF is subject to certain covenants requiring the Group to maintain financial ratios over interest cover, leverage and guarantor

cover. The Group complied with these covenants throughout the year.

(1) Interest cover: the ratio of EBITDA to net finance charges shall not be less than the ratio of 4:1 at any time;

(2) Leverage: the ratio of total net debt on the last day of a period to the adjusted EBITDA in respect of that period shall not exceed

the ratio of 3:1; and

(3) Guarantor cover: the aggregate adjusted EBITDA and gross assets of all the guarantor subsidiaries must at all times represent at

least 80% of the adjusted EBITDA and gross assets of the Group as a whole.

The table below shows the maturity profile of the financial liabilities which are held at amortised cost based on the contractual

(undiscounted) amounts payable on the date of repayment:

	Lease		Trade and other payables,
	liabilities		including bank overdrafts
£’000	Group	Group	Company
At 30 November 2025
Within one year	11,404	167,472	11,886
One to five years	27,410	–	–
After five years	16,979	–	–
	55,793	167,472	11,886

	Lease		Trade and other payables,
	liabilities		including bank overdrafts
£’000	Group	Group	Company
At 30 November 2024
Within one year	11,518	181,204	130,331
One to five years	24,664	–	–
After five years	10,500	–	–
	46,682	181,204	130,331

(iv) Credit risk management

Risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.

In the normal course of business, the Group participates in cash pooling arrangements with its counterparty bank. The maximum

exposure to a single banking group for deposits and funds held on account at the year end was £34.8 million (FY24: £45.9 million).

The Group will not accept any counterparty bank for its deposits unless it has been awarded a minimum recognised credit rating of

A3/Prime-2 (Moody’s). Some local banks in emerging markets may have lower ratings but the funds at risk will be small. The Group

will permit exposures with individual counterparty banks and exposure types up to pre-defined limits as part of the Group treasury

policy. Exposure to all transaction limits is monitored daily.

The Group mitigates its credit risk from trade receivables by using a credit rating agency to assess new clients and payment history

to consider further credit extensions to existing clients. In addition, the spread of the client base (c. 6,000 clients) helps to mitigate

the risk of individual client failure having a material impact on the Group.

The Group does not typically renegotiate the terms of trade receivables; hence the outstanding balance is included in the analysis

based on the original payment terms. There were no significant renegotiated balances outstanding at the year end.

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Climate-related matters

In the current year, the management team continued to monitor and mitigate any potential deterioration in clients’ credit risk. No

material financial impact or deterioration in our clients’ ability to settle their debt obligations was identified.

In line with the Group’s climate change strategy, our ambition is to deliver an appropriate level of oversight of ESG-related matters

across our global client base. This will help us to assess how our clients address ESG matters within their organisations, and whether

their policies meet our standards and risk appetite.

Credit rating

The Group uses the following categories of internal credit risk rating for financial assets which are subject to ECLs under the three-

stage general approach. These categories reflect the respective credit risk and how the loss provision is determined for each of

those categories.

Category of internal credit rating	Definition of category	Basis of recognition of ECLs
Performing	Clients have a low risk of default and a strong capacity	Lifetime ECLs
	to meet contractual cash flows
Underperforming/	Clients negotiating for new credit terms, default in	Lifetime ECLs
non-performing	repayment and other relevant indicators that showed
	customers’ deteriorating financial condition
Non-performing	Interest and/or principal payment are 90 days past due	Lifetime ECLs
Write-off	Clients with no reasonable expectation of recovery	Asset is written off

Impairment of financial assets

The Group applies the simplified approach by using the provision matrix to measure the lifetime ECLs for trade receivables and

contract assets.

At 30 November 2025, cash and cash equivalents, other receivables and refundable deposits are rated with a ‘performing’ internal

credit rating. The credit risks on bank balances, other receivables and deposits are low as these balances are placed with reputable

financial institutions or companies with good collection track records with the Group.

To measure the ECLs, the Group considers historical payment patterns and credit characteristics of each client and adjusts

for forward-looking information such as future prospects of the clients’ core operating industries, the political and economic

environment in which the Group’s clients operate, and other information and factors on the clients’ financial condition.

Notwithstanding the above, the Group evaluates the ECLs on clients in financial difficulties and who have defaulted on payments

separately. These receivables are not secured by any collateral or credit enhancements.

Trade and other receivables are written off when there is no reasonable expectation of recovery, such as a debtor failing to

engage in a repayment plan with the Group. Where receivables have been written off, the Group continues to engage in

enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognised in profit or loss.

The Group’s credit risk exposure in relation to trade receivables and contract assets as at 30 November 2025 and

30 November 2024 is set out in the provision matrix as follows:

		1–30 days	31–60 days	61–120 days	More than 120
£’000	Current	past due	past due	past due	days past due	Total
30 November 2025
Expected loss rates	0.49%	1.33%	2.23%	7.31%	31.09%
Gross trade receivables	172,339	24,520	14,360	13,613	23,972	248,804
Contract assets	76,969	–	–	–	–	76,969
Other assets	5,839	–	–	–	–	5,839
Loss allowances	1,247	326	320	995	7,452	10,340

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Notes to the financial statements continued

22 Financial instruments and financial risk management continued

(b) Financial risk factors continued

(iv) Credit risk management continued

		1–30 days	31–60 days	61–120 days	More than 120
£’000	Current	past due	past due	past due	days past due	Total
30 November 2024
Expected loss rates	0.37%	1.30%	3.97%	8.04%	18.82%
Gross trade receivables	169,986	35,555	16,256	20,679	26,349	268,825
Contract assets	88,635	–	–	–	–	88,635
Other assets	6,305	–	–	–	–	6,305
Loss allowances	989	463	646	1,662	4,958	8,718

The increase in the ECL rate for receivables aged more than 120 days, from 18.8% to 31.1%, is due to a shift in the ageing profile within this

category. In FY25, a higher proportion of receivables moved into older ageing bands that carry higher ECL percentages, resulting in an

increased weighted average ECL rate compared with the prior year.

(v) Interest rate risk management

The Group is exposed to interest rate risk from the possibility that changes in interest rates will affect future cash flows or the fair

values of its financial instruments, principally financial liabilities. The Group finances its operations through a mixture of retained

profit and the RCF.

The Group does not hedge the exposure to variations in interest rates.

Taking into consideration all variable rate borrowings and bank balances at 30 November 2025, if the interest rate payable or

receivable moved by 100 basis points in either direction, the effect to the Group would be minimal. 100 basis points was used

on the assumption that applicable interest rates are not likely to move by more than this basis given the pattern of interest rate

movements in recent years.

(vi) Interest rate profile of financial assets and financial liabilities

At the reporting date, the Group and the Company did not have any significant financial liabilities exposed to interest rate risk.

The only financial assets which accrued interest were cash and cash equivalents (note 13) with maturity of less than a year and

were subject to floating interest income.

(vii) Currency profile of net cash and cash equivalents (including bank overdrafts)

		Net cash and cash equivalents
				Other
£’000	Sterling	Euro	US Dollar	currencies	Total
At 30 November 2025
Functional currency of Group operations
Sterling	3,809	30,000	19,203	1,324	54,336
Euro	–	1,821	–	5,213	7,034
US Dollar	–	–	200	606	806
Other	–	–	694	5,092	5,786
	3,809	31,821	20,097	12,235	67,962

		Net cash and cash equivalents
				Other
£’000	Sterling	Euro	US Dollar	currencies	Total
At 30 November 2024
Functional currency of Group operations
Sterling	7,909	34,292	17,734	1,404	61,339
Euro	–	3,281	–	2,240	5,521
US Dollar	–	–	1	243	244
Other	–	–	942	1,622	2,564
	7,909	37,573	18,677	5,509	69,668

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Other foreign currencies held by the Group include Hong Kong Dollar, Japanese Yen, Malaysian Ringgit, Qatari Riyal, Singapore

Dollar, Saudi Arabia Riyal, Swiss Franc, Swedish Krona and United Arab Emirates Dirham. The Company does not have a material

exposure to other currencies.

(viii) Fair value

For all financial instruments, the carrying amount is either the fair value, or approximates the fair value.

Fair value is the amount at which a financial instrument could be exchanged in an arm’s length transaction between informed and

willing parties, other than a forced or liquidation sale, and excludes accrued interest.

Where relevant, market values were used to determine fair values. Where market values were not available, fair value was calculated

by discounting expected cash flows at prevailing interest rates and by applying year-end exchange rates.

Summary of fair value methods and assumptions
Receivables and payables	Due to the short-term nature of the current receivables and payables, their carrying amount is
	considered to be the same as their fair value.
Cash and cash equivalents, including short- term deposits	Approximates the carrying amount because of the short maturity of these instruments.
Borrowings	The carrying amount of the Group’s borrowings, primarily the RCF, approximates their fair
	value. The fair value of the RCF is estimated using discounted cash flow analysis based on the
	Group’s current incremental borrowing rates for similar types and maturities of borrowing and is
	consequently categorised in level 2 of the fair value hierarchy.

23 Subsequent events

On 27 January 2026 the Company announced its intention to launch a share buyback programme of up to £20 million. The share

buyback programme commenced on 12 February 2026 and is expected to end no later than 30 November 2026, the end of the

Company's current financial year. At 23 February 2026, £390,920.47 has been completed.

24 List of subsidiaries

The full list of SThree plc’s subsidiaries at 30 November 2025 and the Group percentage of ordinary share capital and voting rights

is as follows:

		Country of
Name of undertaking	%	incorporation	Principal activities	Registered office
SThree Austria GmbH	100	Austria	Recruitment	Wiedner Gurtel 13, Turm 24, 10 OG. 1100 Vienna, Austria
SThree Temp Experts Österreich GmbH	100	Austria	Recruitment	Wiedner Gurtel 13, Turm 24, 10 OG. 1100 Vienna, Austria
Computer Futures Solutions NV	100	Belgium	Recruitment	31 Central, Rue de l’Hôpital 31, 1000 Bruxelles, Belgium
Huxley Associates Belgium NV	100	Belgium	Recruitment	31 Central, Rue de l’Hôpital 31, 1000 Bruxelles, Belgium
SThree Services NV	100	Belgium	Recruitment	31 Central, Rue de l’Hôpital 31, 1000 Bruxelles, Belgium
SThree Belgium NV	100	Belgium	Recruitment	31 Central, Rue de l’Hôpital 31, 1000 Bruxelles, Belgium
SThree SAS	100	France	Recruitment	124	Rue Réaumur, Paris, 75002, France
SThree Holdings GmbH	100	Germany	Holding company Querstrasse 7, 60322, Frankfurt am Main, Germany
SThree GmbH	100	Germany	Recruitment	Querstrasse 7, 60322, Frankfurt am Main, Germany
SThree Temp Experts GmbH	100	Germany	Recruitment	Querstrasse 7, 60322, Frankfurt am Main, Germany
SThree Services GmbH	100	Germany	Recruitment	Querstrasse 7, 60322, Frankfurt am Main, Germany
SThree Limited	100	Hong Kong	Dormant	Suite 3201,	One Island East, Taikoo Place, 18 Westlands Road,
				Quarry Bay, Hong Kong
SThree India Private Limited	100	India	In voluntary	511	The Corporate Centre, Nirmal Lifestyle Mall, LBS Road,
		liquidation		Mulund (West), Mumbai, Maharashtra-MH. 400080, India
SThree Staffing Ireland Limited	100	Ireland	Recruitment	Pembroke Hall, 38/39 Fitzwilliam Square West, Dublin 2,
				D02 NX53, Ireland
SThree K.K.	100	Japan	Recruitment	Kabukiza Tower, 12–15, Ginza 4-chome, Chuo-ku, Tokyo, Japan
SThree S.à r.l.	100	Luxembourg Dormant		295, rue de Luxembourg, Bertrange, Grand Duchy of
				Luxembourg, L-8077, Luxembourg

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Notes to the financial statements continued

		Country of
Name of undertaking	%	incorporation	Principal activities	Registered office
Progressive Global Energy Sdn. Bhd.	100	Malaysia	Recruitment	Level 13, Menara 1 Sentrum, 201, Jalan Tun Sambanthan,
			Brickfields, Kuala Lumpur, 50470, Malaysia
SThree Holdings BV	100	Netherlands	Recruitment	Gustav Mahlerlaan 38, Gebouw Som 1, 1082MC,
			Amsterdam, Netherlands
SThree Interim Services BV	100	Netherlands	Recruitment	Gustav Mahlerlaan 38, Gebouw Som 1, 1082MC,
			Amsterdam, Netherlands
SThree Middle East for Business Services	100	Saudi Arabia	HR services	Astrolabs Riyadhi, 3141 Anas Ibn Malik Rod, Al Malqa,
Limited Liability Company				Riyadh 13521,	Saudi Arabia
SThree Pte. Ltd.	100	Singapore	In liquidation	18 Cross Street #14–01, Cross Street Exchange, Singapore,
				048423,	Singapore
SThree Business Services Ibérica, S.L.	100	Spain	Recruitment	Carrer de Balmes, 89, Barcelona, 08008, Spain
SThree Switzerland GmbH	100	Switzerland	Recruitment	3rd Floor, Claridenstrasse 34, 8002 Zürich, Switzerland
Cavendish Directors Limited*	100	UK	Dormant	Level 16, 8 Bishopsgate, London, EC2N 4BQ, United Kingdom
SThree UK Holdings Limited*	100	UK	Holding company Level 16, 8 Bishopsgate, London, EC2N 4BQ, United Kingdom
SThree Overseas Holdings Limited*	100	UK	Holding company Level 16, 8 Bishopsgate, London, EC2N 4BQ, United Kingdom
SThree UK Management Limited*	100	UK	Holding company Level 16, 8 Bishopsgate, London, EC2N 4BQ, United Kingdom
SThree Overseas Management Limited*	100	UK	Holding company Level 16, 8 Bishopsgate, London, EC2N 4BQ, United Kingdom
SThree UK Operations Limited*	100	UK	Holding company Level 16, 8 Bishopsgate, London, EC2N 4BQ, United Kingdom
SThree Euro UK Limited	100	UK	Support services	Level 16, 8 Bishopsgate, London, EC2N 4BQ, United Kingdom
SThree IP Limited*	100	UK	Support services	Level 16, 8 Bishopsgate, London, EC2N 4BQ, United Kingdom
SThree Management Services Limited*	100	UK	Management	Level 16, 8 Bishopsgate, London, EC2N 4BQ, United Kingdom
			services
SThree Partnership LLP	100	UK	Recruitment	Level 16, 8 Bishopsgate, London, EC2N 4BQ, United Kingdom
Huxley Associates Global Limited	100	UK	Recruitment	Level 16, 8 Bishopsgate, London, EC2N 4BQ, United Kingdom
Progressive Global Energy Limited	100	UK	Recruitment	Level 16, 8 Bishopsgate, London, EC2N 4BQ, United Kingdom
Elevize Limited	100	UK	Support services	Level 16, 8 Bishopsgate, London, EC2N 4BQ, United Kingdom
SThree Dollar UK Limited	100	UK	Support services	Level 16, 8 Bishopsgate, London, EC2N 4BQ, United Kingdom
Specialist Staffing Holdings Inc	100	USA	Holding company Corporation Service Company, 251 Little Falls Drive,
			Wilmington DE 19808, United States
Specialist Staffing Solutions Inc	100	USA	Recruitment	Corporation Service Company, 251 Little Falls Drive,
			Wilmington DE 19808, United States
Specialist Staffing Services Inc	100	USA	Recruitment	Corporation Service Company, 251 Little Falls Drive,
				Wilmington DE 19808, United States

* Directly held subsidiaries. All other subsidiaries are indirectly held.

Statutory guarantees and audit exemptions:

The following Group entities are exempt from audit by virtue of Section 479A of the Companies Act 2006. SThree plc has provided

statutory guarantees to all these entities in accordance with the Companies Act:

Elevize Limited SThree Euro UK Limited

Huxley Associates Global Limited SThree IP Limited

Progressive Global Energy Limited SThree Management Services Limited

SThree Dollar UK Limited SThree UK Operations Limited

24 List of subsidiaries continued

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25 Alternative performance measures (APMs): definitions and reconciliations

In discussing the performance of the Group, comparable measures are used.

The Group discloses comparable performance measures to enable users to focus on the underlying performance of the business

on a basis which is common to both periods for which these measures are presented. The reconciliation of comparable measures to

the directly related measures is as follows.

APMs in constant currency

As the Group operates in 11 countries, and with many different currencies, it is affected by foreign exchange movements, and the

reported financial results reflect this. However, the Group business is managed against targets which are set to be comparable

between years and within them, for otherwise foreign currency movements would undermine management’s ability to drive the

business forward and control it. Within this Annual Report and Accounts, comparable results have been highlighted on a constant

currency basis as well as the results on a reported basis which reflect the actual foreign currency effects experienced.

The Group evaluates its operating and financial performance on a constant currency basis (i.e. without giving effect to the impact

of variation of foreign currency exchange rates from year to year). Constant currency APMs are calculated by applying the prior year

foreign exchange rates to the current and prior financial year results to remove the impact of exchange rate.

Measures on a constant currency basis enable users to focus on the performance of the business on a basis which is not affected

by changes in foreign currency exchange rates applicable to the Group’s operating activities from period to period.

The calculations of the APMs on a constant currency basis and the reconciliation to the most directly related measures are as follows:

			2025
				Operating
				profit
			Operating	conversion	Profit	Basic EPS
£’000, unless otherwise stated	Revenue	Net fees	profit	ratio*	before tax	(pence)
Reported	1,302,204	322,696	26,135	8.1%	25,533	13.7
Currency impact	4,500	1,635	316	0.1%	301	0.2
In constant currency	1,306,704	324,331	26,451	8.2%	25,834	13.9

				2024
				Operating
				profit
			Operating	conversion	Profit	Basic EPS
£’000, unless otherwise stated	Revenue	Net fees	profit	ratio*	before tax	(pence)
Reported	1,492,906	369,079	66,194	17.9%	67,640	37.4

* Operating profit conversion ratio represents operating profit over net fees.

To calculate the YoY variances in constant currency, management compared the FY25 results in constant currency versus the FY24

reported results.

Other APMs

Net cash excluding lease liabilities

Net cash is an APM used by the Directors to evaluate the Group’s capital structure and leverage. Net cash is defined as cash and

cash equivalents less current and non-current borrowings excluding lease liabilities, less bank overdraft, as illustrated below:

	30 November	30 November
£’000	2025	2024
Cash and cash equivalents	67,962	69,756
Bank overdraft	–	(88)
Net cash	67,962	69,668

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25 Alternative performance measures (APMs): definitions and reconciliations continued

Other APMs continued

EBITDA

In addition to measuring financial performance of the Group based on operating profit, the Directors also measure performance

based on EBITDA. It is calculated by adding back to the reported operating profit non-cash items such as the depreciation of

property, plant and equipment (PPE), the amortisation and impairment of intangible assets, loss on disposal of PPE and intangible

assets, gain on lease modification and the employee share options charge. Where relevant, the Group also uses EBITDA to measure

the level of financial leverage of the Group by comparing EBITDA to net debt.

A reconciliation of reported operating profit for the year to EBITDA is set out below.

£’000	2025	2024
Reported operating profit for the year	26,135	66,194
Depreciation of PPE	16,095	15,230
Amortisation and impairment of intangible assets	1,581	24
Loss on disposal of PPE and intangible assets	48	135
Gain on lease modification	(42)	(69)
Gain on disposal of subsidiaries	–	(135)
Employee share options charge	4,662	4,986
EBITDA	48,479	86,365

Dividend cover

The Group uses dividend cover as an APM to ensure that its dividend policy is sustainable and in line with the overall strategy for

the use of cash. Dividend cover is defined as the number of times the Company is capable of paying dividends to shareholders

from the profits earned during a financial year, and it is calculated as the Group’s profit for the year attributable to owners of the

Company over the total dividend paid to ordinary shareholders.

£’000		2025	2024
Profit for the year attributable to owners of the Company	A	17,674	49,692
Dividend proposed to be paid to shareholders (note 8)	B	18,356	19,045
Dividend cover	(A ÷ B)	1.0	2.6

Contract margin

The Group uses contract margin as an APM to evaluate contract business quality and the service offered to customers. Contract

margin is defined as contract net fees as a percentage of contract revenue.

£’000, unless otherwise stated		2025	2024
Contract net fees	A	270,659	310,617
Contract revenue	B	1,248,038	1,431,133
Contract margin	(A ÷ B)	21.7%	21.7%

Total shareholder return (TSR)

The Group uses TSR as an APM to measure the growth in value of a shareholding over three years, assuming that dividends are

reinvested to purchase additional shares at the closing price applicable on the ex-dividend date. The TSR is calculated by the

external independent data-stream party.

pence, unless otherwise stated	2025	2024
SThree plc TSR return index value: three-month average to 30 Nov 2022 (FY24: 30 Nov 2021)	355.43	528.47
SThree plc TSR return index value: three-month average to 30 Nov 2025 (FY24: 30 Nov 2024)	178.83	382.78
Total shareholder return	-49.7%	-27.6%

Notes to the financial statements continued

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Introduction Strategic Report Financial StatementsGovernance Report

30 November

2025

30 November

2024

30 November

2023

30 November

2022

30 November

2021

Financial metrics

Revenue (£’m) 1,302.2 1,492.9 1,663.2 1,639.4 1,330.7

Net fees (£’m) 322.7 369.1 418.8 430.6 355.7

Operating profit (£’m)

26.1 66.2 76.4 7 7.6 60.8

Operating profit conversion ratio

8.1% 17.9% 18.2% 18.0% 17.1%

Basic EPS (pence)

13.7 37.4 42.4 41.0 31.8

Other Group ratios

Total assets (£’m) 483.4 506.7 472.3 470.4 400.6

Total equity (£’m) 235.1 248.6 222.9 200.4 158.2

Net cash (£’m) 68.0 69.7 83.2 65.4 57.5

Cash from operations (£’m) 70.1 59.8 86.9 64.4 54.5

Dividends per share (pence) 14.3 14.3 16.6 16.0 11.0

Group operational statistics

Average total headcount

2,397 2,649 2,819 2,890 2,588

Average sales headcount

1,668 1,823 1,981 2,114 1,911

Active contractors at year end 8,840 9,955 11,606 12,533 11,809

1 The results for the financial year 2021 are presented on an adjusted basis, i.e. excluding the impact of exceptional items.

2 Based on full-time equivalents.

Five-year financial summary

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Other Information

Results announcement timetable

SThree plc confirms the following forthcoming dates in the Group financial calendar:

2026

17 March 2026 FY26 Q1 Trading Update

29 April 2026 Annual General Meeting*

16 June 2026 FY26 Half Year Trading Update

21 July 2026 FY26 Half Year Results

22 September 2026 FY26 Q3 Trading Update

16 December 2026 FY26 Trading Update

2027

26 January 2027 FY26 Final Results

* The Group does not normally provide a trading update at the time of its Annual General Meeting.

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Introduction Strategic Report Financial StatementsGovernance Report

Shareholder information

Shareholders with enquiries relating to their shareholding should contact Computershare Investor Services.

Alternatively, you may access your account via www.investorcentre.co.uk, but will need to have your Shareholder Reference

Number (SRN) available when you first log in. This can be found on your Welcome letter or other correspondence received from

Computershare relating to your shareholding. The online facility also allows shareholders to view their holding details, update their

address and dividend mandate instructions.

Shareholders who would prefer to view documentation electronically can also elect to receive automatic notification by email each

time the Company distributes documents, instead of receiving a paper version of such documents. You can again choose your

preferred communication method by using the shareholder portal at www.investorcentre.co.uk. Alternatively, you can register your

request via the registrar by calling +44 (0)370 707 1412. Calls are charged at the standard geographic rate and will vary by provider.

Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 08.30–17.30, Monday

to Friday excluding public holidays in England and Wales. Should you wish to change your mind or request a paper version of any

document in the future, you may do so by contacting the registrar.

Potential targeting of shareholders

Companies have become aware that their shareholders have received unsolicited phone calls or correspondence concerning

investment matters. These are typically from overseas-based brokers who target UK shareholders offering to sell them what often

turn out to be worthless or high-risk shares in US or UK investments. They can be very persistent and extremely persuasive. It is not

just the novice investor that has been duped in this way; many of the victims had been successfully investing for several years.

Shareholders are advised to be very wary of any unsolicited advice, offers to buy shares at a discount or offers of free company

reports. If you receive any unsolicited investment advice:

Reject unexpected offers

Scammers usually cold call, but contact can also come by email, post, word of mouth or at a seminar. If you have been offered an

investment out of the blue, chances are it is a high-risk investment or a scam.

Check the Financial Conduct Authority (FCA) Warning List

Use the FCA Warning List to check the risks of a potential investment – you can also search to see if the firm is known to be

operating without FCA authorisation.

Get impartial advice

Get impartial advice before investing – do not use an adviser from the firm that contacted you.

You can report a firm or scam to the FCA on 0800 111 6768 or through ScamSmart – Avoid investment and pension scams | FCA.

If you have lost money in a scam, contact Report Fraud on 0300 123 2040 or www.reportfraud.police.uk.

Share price information

Information on the Company’s share price can be found via: www.sthree.com.

ShareGift

ShareGift (reg charity no. 1052686) operates a charity share donation scheme for shareholders with small parcels of shares whose

value may make it uneconomic to sell. Details of the scheme are available from www.sharegift.org or by calling 0207 930 3737.

SThree plc Annual Report and Accounts 2025 sthree.com

204

Company information and corporate advisers

Executive Directors

Timo Lehne

Chief Executive Officer

Andrew Beach

Chief Financial Officer

Whistleblowing hotline

Tel: (UK) 0800 915 1571

Website: www.safecall.co.uk/report

Financial advisers and stockbrokers

Berenberg

60 Threadneedle Street

London

EC2R 8HP

Investec Bank plc

30 Gresham Street

London

EC2V 7QP

Financial PR

Alma Strategic Communications

71–73 Carter Lane

London

EC4V 5EQ

Auditors

Ernst & Young LLP

5 George Square

Glasgow

G2 1DY

Registrars

Computershare

The Pavilions Bridgwater Road

Bristol

BS13 8AE

Tel: (UK) +44 (0)370 707 1412*

Shareholder Portal: www.investorcentre.co.uk

* Calls are charged at the standard geographic rate and will vary by provider. Calls outside

the United Kingdom will be charged at the applicable international rate. Lines are open

between 08.30–17:30, Monday to Friday excluding public holidays in England and Wales.

Group Company Secretary and registered office

Kate Danson

Group Company Secretary

Level 16, 8 Bishopsgate

London

EC2N 4BQ

Email: cosec@sthree.com

Company number

03805979

Contact details

Email: enquiries@sthree.com

Website: www.sthree.com

Other Information continued

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System certified to ISO 14001. This product is made using recycled materials limiting the

impact on our precious forest resources, helping reduce the need to harvest more trees.

This publication has been manufactured using 100% offshore wind electricity sourced from

UK wind.

100% of the inks used are vegetable oil based, 95% of press chemicals are recycled for

further use and, on average 99% of any waste associated with this production will be

recycled and the remaining 1% used to generate energy.

The paper is Carbon Balanced with World Land Trust, an international conservation charity,

who offset carbon emissions through the purchase and preservation of high conservation

value land. Through protecting standing forests under threat of clearance, carbon is locked-

in that would otherwise be released.

CBP034664

SThree plc

8 Bishopsgate

London

EC2N 4BQ

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