UK Tax Strategy

FY26-27 NGAGE SPECIALIST RECRUITMENT GROUP UK TAX STRATEGY

This document and our UK Tax Strategy described below has been approved and adopted by the nGAGE Specialist Recruitment Board. It covers all UK subsidiaries (“The Group”). Our Tax Strategy will be kept under review and revised as appropriate from time to time.

Our UK business operates across a number of sectors and we operate across commercial, public service, not-for-profit, and international channels.

For a full list of our UK registered entities, please refer to the latest Annual Report & Financial Statements of Westminster TopCo Limited (the group parent).

Risk Management and Governance in Relation to Taxation
The Group Chief Financial Officer (“CFO”) is responsible for oversight of the Group’s tax risk, which includes all UK operations, and reports to the Group Board on tax and finance issues throughout the financial year. The International Tax Director and Group Financial Controller are responsible for day-to-day tax activities and report to the Group CFO. The Group is in regular dialogue with its tax advisors at KPMG over changes to UK tax legislation.

The Group has a multifaceted risk profile due to the size and complexity of the business, the relevant UK tax legislation that directly or indirectly affects the recruitment sector, and geographical aspects due to its ownership of, or relationship with, other subsidiary companies around the world.

Business Size
Due to the size of the business operating in the UK, the volume and frequency of transactions represent an inherent risk through ‘process failure’ or incorrect interpretation of relevant legislation.

To mitigate the risk of process failure, the Group’s strong internal IT infrastructure allows for the deployment of our own internal training across both front-office and back-office employees. The internal training programmes are robust, yet flexible enough to ensure swift deployment of any changes deemed necessary by the business.

The Group Board and senior management within the business encourage ‘Whistleblowing’, using an independently operated and confidential call facility, which serves as an effective means of minimising any activities that might be in breach of any laws or company policies.

To mitigate the risk of incorrect interpretation of relevant legislation, the CFO, the International Tax Director and the Group Financial Controller receive regular industry publications and attend annual courses to remain up to date with current guidance. We train all finance and non-finance staff both at induction and when changes in legislation impact the business. Where there is any uncertainty about the correct tax treatment over changes in either the legislation or the Government's interpretation of such legislation, external tax or legal advice is sought.

Changes in UK Tax Legislation
Through maintaining up-to-date knowledge on changes to tax rules, and distributing this accordingly, the Group is able to ensure that HMRC’s interpretation of both the letter of the law and the intention of the law is understood throughout the business.

Geographical Influence
The taxation of cross-border, intercompany transactions has been a recent focus of various governmental and international organisations. The Group undertakes its intercompany transactions on an arm’s length basis in compliance with UK legislation and OECD principles.

Approach to Tax Planning
The Group operates as a commercial business and will pursue the best possible economic return for our shareholders. However, in making economic decisions, the Group operates a set of principles that have regard to the impact of these decisions on other stakeholders, including both the wider society and the environment in which we operate.

We recognise that success flows from the trust it enjoys with its stakeholders, including governmental and regulatory bodies, and the communities in which we operate. However, we aim to establish our relationship with society, and are committed to building our reputation both in the UK and across the world as a responsible and trusted business partner.

Accordingly, the Group manages its tax strategy in such a manner as to ensure the payment of the correct amount of tax in the appropriate tax jurisdiction and at the right time. This involves claiming all appropriate reliefs and incentives where available. As mentioned, where there is a degree of uncertainty over the interpretation or application of a particular aspect of tax law, we will seek external advice from leading third-party providers.

The Group does not pursue aggressive tax planning arrangements, which we define as arrangements that are not driven by a valid commercial outcome or transactions that lack material economic substance. However, we intend to remain competitive by seeking to mitigate tax costs through reviewing commercially motivated activities, while maintaining full regard for our reputation in the market and our wider corporate responsibilities.

The Level of Tax Risk that the Group is Prepared to Accept
From time to time, issues may arise that could potentially expose the Group to tax risk. Where this occurs, these issues will be managed on a case-by-case basis. The Board's attitude to tax risk is primarily determined through discussions with the Group CFO and by understanding accepted market practices contained in advice received from leading external advisors.

For completeness, the Board is not influenced to any degree by any external stakeholders over its tax strategy and is under no pressure to deviate from this strategy.

Approach to Dealing with HMRC
The Group adopts a proactive and transparent approach when dealing with HMRC and aims to meet all filing and correspondence deadlines. We actively engage with any HMRC correspondence and audit requests.

Where HMRC has interpreted the legislation in a different manner to that of the Group and its external advisors, the business works with HMRC to reach a timely agreement on the particular issue.

Group Tax Strategy
The Group is firm in its belief that tax matters. As a business, we understand that tax helps to fund vital public services and infrastructure, and when paid fairly it ensures a level playing field for businesses, whether large or small.

Whilst this document has been published to meet nGAGE Specialist Recruitment Group's UK duty under schedule 19 Finance Act 2016 and by default applies to all UK companies within the nGAGE Specialist Recruitment Group, the Board of Directors at nGAGE Specialist Recruitment sanctions the above approach to apply across nGAGE as a whole.

This tax strategy is reviewed on an annual basis to ensure it remains appropriate with regard to our business and the broader tax environment, and that it continues to be in line with our approach to tax risk. ​

Richard Jackson
Group Chief Financial Officer​​​​​​​​