Staffgroup Limited - Limited company accounts 20.1

REGISTERED NUMBER: 12449194 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD 7TH FEBRUARY 2020 TO 31ST MARCH 2021

FOR

STAFFGROUP LIMITED

PREVIOUSLY KNOWN AS

2020 T LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

8

Consolidated Profit and Loss Account

12

Consolidated Balance Sheet

13

Company Balance Sheet

14

Consolidated Statement of Changes in Equity

15

Company Statement of Changes in Equity

16

Notes to the Consolidated Financial Statements

17

DIRECTORS:

Mr I J Munro

Mr J B Webb

Twenty20 Midco 2 Limited

REGISTERED OFFICE:

33 Soho Square

London

W1D 3QU

REGISTERED NUMBER:

12449194 (England and Wales)

AUDITORS:

Saffery Champness LLP

Chartered Accountants

Statutory Auditors

Trinity

16 John Dalton Street

Manchester

M2 6HY

BANKERS:

Barclays

Level 12

1 Churchill Place

Canary Wharf

London

E14 5HP

SOLICITORS:

Hemingways Solicitors Limited

11 Westbourn Road

Sheffield

S10 2QQ

The directors present their strategic report of the company and the group for the period 7th February 2020 to 31st March 2021.

The directors, in preparing this strategic report, have complied with s414C of the Companies Act 2006.

BUSINESS REVIEW

The principal activity of the group of companies consolidated within Staffgroup Limited ("the Company") is that of placing specialist IT and Engineering consultants into the UK, German, Swiss and French markets. The business operates from physical Branches outside of the UK, namely in Germany, France and Switzerland. The directors are not aware at the date of this report of any likely major changes in the Group's activity in the next period.

Whilst the recent Covid-19 outbreak did cause disruption to the business model, it quickly adapted working practices alongside its customers to ensure that the business could continue to support service delivery to all of the markets in which it operates. No one can yet be certain how long the impacts of Covid-19 will be felt, but the Group is now structured to operate in a more agile way and increasing its investment in people and technology such that based on the current operating models it is well placed to trade through these uncertain times.

As the business largely operates within overseas European markets already, other than regulatory compliance changes, the impact from Brexit has been minimal, both to the positive and negative, and it does not foresee changes.

The trading results in for the period to 31st March 2021 and the Group's financial position at the end of the period are shown in the attached financial statements.

Key performance indicators

The financial performance of the Group is measured using the following key performance indicators:

1) Cash collection is an important part of effective working capital management. The average debtor days at the 31st March 2021 were 43 days.

2) Operating profit before exceptional items in the period to 31st March 2021 was £1,673,310.

3) The Group is committed to working in partnership and building long-term relationships with its suppliers. Each period the Group reviews its creditor policies and creditor terms. Creditor days for the Group at 31st March 2021 are 34 days.

PRINCIPAL BUSINESS RISKS AND UNCERTAINTIES

The directors consider strategic, operational and financial risks and identify actions to mitigate those risks on a regular basis. The principal risks and uncertainties are detailed below:

Economic / Competitive risk

During the period the Group experienced some margin pressure within the business. Competitors range from large multi-national organisations to small privately-owned businesses. All of the markets in which the Group operates are continually subject to competition from both existing and new competitors. The costs of entry to the market can be relatively low, however, in certain specialist sectors these costs can rise on the back of increased levels of compliance required by local regulators and clients. Refer to Business Review section above for commentary on impact and mitigation of risks relating to Covid-19.

Technology systems

The Group is reliant on a number of technology systems in providing its services to clients, systems which it is constantly enhancing to reduce manual interventions. To mitigate the loss of connectivity and data, systems are located both in-house and also in various external data centres. The business continues to review and enhance its ability to cope with the loss of a technology system as a result of a significant event.

PRINCIPAL RISKS AND UNCERTAINTIES (CONTINUED)

Regulatory environment

The staffing industry is governed by an increasing level of compliance. Additionally, clients require more complex levels of compliance in their contractual arrangements. The Group takes its responsibilities seriously, is committed to meeting all of its regulatory responsibilities, which include changes to national minimum wage legislation, and continues to develop its internal controls and processes with respect to legal and contractual obligations.

Subsidiaries of the Group operate in various locations within Europe. The Group ensures it is compliant with local legislation and reporting responsibilities. It also employs the use of local advisors to assist with its various taxation and compliance needs.

FUTURE DEVELOPMENTS AND EVENTS AFTER THE BALANCE SHEET DATE

With effect from the 31st March 2021, Staffgroup Engineering GmbH was merged into Staffgroup GmbH and Eurostaff Group Limited changed its name to Staffgroup International Limited and completed a full rebranding along with its sister companies situated within Europe. This enabled the creation of one recognisable brand for all companies within Staffgroup Ltd; of which Staffgroup International Limited is a subsidiary.

The impact and mitigation of risks in relation to recent Covid-19 outbreak has been discussed above in Business Review section within the strategic report.

GOING CONCERN

As part of the recent sale to Twenty20 Capital, outstanding invoice discounting debts owed to ABN Amro were repaid and there are currently no banking debts or invoice discounting facilities in place as the Group is able to trade without such facilities. The position has improved since the period end, and based on current Short Term Cashflow Projections which take account of Covid-19 implications, Staffgroup Limited can operate within the cash resources it has within the business.

To enhance financial performance, management has taken, and will continue to take steps to reduce overhead costs and improve operating efficiency and are confident that the Group has adequate resources to continue operating for the foreseeable future.

In light of recent Covid-19 outbreak, the Company revised its base case forecasts to incorporate the expected impacts on key metrics including, reviews over sales (temp and perm), margin, overheads, cash and debt. Whilst no one can be certain how long the impacts will be felt, given the diverse nature of its customer base and focus on cost management, based on current models, it is well placed to trade through these difficult times. The directors have assessed the ability of that Group to provide such support and has concurred and concluded that the funds made available are in excess of any needed in any reasonably possible outcome.

Although there is uncertainty with the current economic environment, the Group's forecasts and projections, which take account of reasonable possible changes in performance and the risks and uncertainties, indicate that the Group will be able to operate within the level of its resources for a period of at least 12 months from the date of signing these financial statements.

Consequently, the going concern principle has been adopted in preparing the annual report and financial statements.

ON BEHALF OF THE BOARD:

Mr I J Munro - Director

2nd February 2022

The directors present their report with the financial statements of the company and the group for the period 7th February 2020 to 31st March 2021.

INCORPORATION

The group was incorporated on 7th February 2020 and passed a special resolution on 1st October 2020 changing its name from 2020 T Limited to Staffgroup Limited.

PRINCIPAL ACTIVITY

The principal activity of the group in the period under review was that of managed work solutions and permanent placement services.

DIVIDENDS

The directors did not pay or propose any dividend in the year to 31 March 2021 (2019: £nil).

FUTURE DEVELOPMENTS

Details of any future developments and events that have occurred after the balance sheet date can be found in the Strategic Report on page 3 and form part of the report by cross reference.

DIRECTORS

The directors who have held office during the period from 7th February 2020 to the date of this report are as follows:

Mr I J Munro - appointed 7th February 2020

Mr J B Webb - appointed 2nd March 2020

Twenty20 Midco 2 Limited - appointed 7th February 2020

FINANCIAL RISK MANAGEMENT OBJECTS AND POLICIES

The Group utilises various financial instruments including cash and various items, such as trade debtors and trade creditors that arise directly from its operations.

The existence of these financial instruments exposes the Group to a number of financial risks, which are described in more detail below.

The main risks arising from the Group's financial instruments are market risk, interest rate risk, credit risk and liquidity risk. The directors regularly review and agree policies for managing each of these risks and they are summarised below.

Market Risk

Market risk encompasses two types of risk, being interest rate and market price risk. Interest rates remained low in the period and look to remain low for the foreseeable period, thus interest rate movements are not currently a significant risk to trading. Market price risks are constantly reviewed by management in each operation.

With the Brexit direction now known, some of the previous uncertainties within the labour markets should gradually fall away. Clearly, the picture remains fluid and the Group must be alive to the risks around labour supply where currently it utilises a large proportion of workers from overseas. The business is actively engaging with customers on Brexit strategies to ensure customers secure the best resources.

Refer to Business Review section in the strategic report for commentary on impact and mitigation of risks relating to Covid-19.

Credit Risk

The Group's principal financial assets are cash and trade debtors.

In order to manage credit risk the directors set credit limits for customers based on a combination of third party credit references and payment history. Credit limits are reviewed by the Group's credit controllers on a regular basis in conjunction with debt ageing and collection history. The Group expects that Covid-19 will negatively impact credit limits on certain types of customers with whom it trades, thus requiring a greater degree of focus to stay on top of cash collections to avoid a build-up of trade debtors and possible bad debt.

Liquidity risk

The Group seeks to manage liquidity risk by ensuring sufficient liquidity is available to meet the foreseeable cash need of the business. The facilities in place provide sufficient normal liquidity headroom, further substantial modelling has taken place to determine the impact on cash availability from Covid-19 scenarios. This is reviewed by the board on a bi-weekly basis to identify risks, mitigations, and opportunities. Liquidity risk is proactively managed using 13 week forecasts, thus providing time for compensatory actions to be taken, should the forecast need updating.

DIRECTORS INDEMNITIES

The Group has made qualifying third party indemnity provisions for the benefit of its directors which were made during the period and remain in force at the date of this report.

DISABLED EMPLOYEES

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitude of the applicant concerned. In the event of employees becoming disabled every effort is made to ensure that their employment with the Group continues and that appropriate and relevant training is arranged. It is the policy of the Group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

EMPLOYEE CONSULTATION

The Group places considerable value on the involvement of its employees in the business and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the Group. This is achieved through formal and informal meetings and information bulletins. Employee representatives are consulted regularly on wide range of matters affecting their current and further interests.

SUPPLIER PAYMENT POLICY

The Group policy is to settle terms of payment with suppliers when agreeing the terms of each transaction, to ensure that suppliers are made aware of the terms of payment and to abide by the terms of payment. Average creditor days for the Group at 31st March 2021 are 34 days.

SECTION 172 STATEMENT

This report sets out how the Directors comply with the requirements of Section 172 of the Companies Act 2006 and how these requirements have impacted the Directors activities and decision making during the financial period ended 31 March 2021.

The Directors consider that they have acted in good faith to promote the success of the Group on behalf of the stakeholders, in relation to matters set out in s172 of the Act. The stakeholders of the business include the employees, clients, suppliers and shareholders of the business.

Decision making

The Directors monitor and review strategic objectives against business plans on a regular basis. The Management Team support the Directors with the planning and execution of long-term plans and are experienced in the successful implementation of strategic business decisions.

Employee interests

The Directors recognise the vital importance of the Group's employees and the key role they play in the on-going success of the business. Engagement with operational employees is high and is maintained through regular Group briefings and discussions. Employees are supported with training and development including through professional qualifications where needed.

Business relationships

The Directors and Management Team regularly review how they maintain positive relationships with all its stakeholders including suppliers, customers and others. They have built a reputation on high levels of customer service.

Governance

During the past year, there has been a continued focus on corporate governance, with the board spending a large proportion of its time examining and strengthening our processes throughout the Group. Ensuring that a solid governance framework is in place is key to maintaining trust and transparency and an important building block for future growth.

DISCLOSURE IN THE STRATEGIC REPORT

The Group has chosen, in accordance with Section 414 C(ii) of the Companies Act 2006, and as noted in this Directors' Report, to include certain matters in its Strategic Report that would otherwise be required to disclose in this Directors' Report, specifically in respect of the review of the business and future developments for the existing business.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

Under section 487(2) of the Companies Act 2006 Saffery Champness LLP, will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

ON BEHALF OF THE BOARD:

Mr I J Munro - Director

2nd February 2022

Opinion

We have audited the financial statements of Staffgroup Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31st March 2021 which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31st March 2021 and of the group's profit for the period then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors 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 Group Strategic Report or the Report of the Directors.

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

-

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

-

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

-

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

-

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page seven, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditors' 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

Identifying and assessing potential risks related to irregularities

We assessed the susceptibility of the Group's financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the Group by discussions with directors and updating our understanding of the sector in which the Group operates.

Laws and regulations of direct significance in the context of the Group include the Companies Act 2006, and UK Tax legislation.

Audit response to risks identified

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the Group's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the Group's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner's review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, 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.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Simon Kite BSc FCA (Senior Statutory Auditor)

for and on behalf of Saffery Champness LLP

Chartered Accountants

Statutory Auditors

Trinity

16 John Dalton Street

Manchester

M2 6HY

2nd February 2022

TURNOVER

4

60,531,045

Cost of sales

(47,183,956

)

GROSS PROFIT

13,347,089

Administrative expenses

(11,673,779

)

OPERATING PROFIT

6

1,673,310

Exceptional items

7

(16,512

)

1,656,798

Interest receivable and similar income

2,564

1,659,362

Interest payable and similar expenses

8

(145,390

)

PROFIT BEFORE TAXATION

1,513,972

Tax on profit

9

(559,933

)

PROFIT FOR THE FINANCIAL PERIOD

954,039

FIXED ASSETS

Intangible assets

11

1,340,774

Tangible assets

12

96,987

Investments

13

-

1,437,761

CURRENT ASSETS

Debtors

14

11,890,048

Cash at bank

3,951,093

15,841,141

CREDITORS

Amounts falling due within one year

15

(16,524,969

)

NET CURRENT LIABILITIES

(683,828

)

TOTAL ASSETS LESS CURRENT LIABILITIES

753,933

CAPITAL AND RESERVES

Called up share capital

19

10

Translation reserve

(200,116

)

Retained earnings

954,039

SHAREHOLDERS' FUNDS

753,933

The financial statements were approved by the Board of Directors and authorised for issue on 2nd February 2022 and were signed on its behalf by:

Mr I J Munro - Director

FIXED ASSETS

Intangible assets

11

-

Tangible assets

12

-

Investments

13

2,776,213

2,776,213

CURRENT ASSETS

Debtors

14

10

CREDITORS

Amounts falling due within one year

15

(2,794,213

)

NET CURRENT LIABILITIES

(2,794,203

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(17,990

)

CAPITAL AND RESERVES

Called up share capital

19

10

Retained earnings

(18,000

)

SHAREHOLDERS' FUNDS

(17,990

)

Company's loss for the financial year

(18,000

)

The financial statements were approved by the Board of Directors and authorised for issue on 2nd February 2022 and were signed on its behalf by:

Mr J B Webb - Director

Called up

share

Retained

Translation

Total

capital

earnings

reserve

equity

£

£

£

£

Profit for the period

-

954,039

-

954,039

Total comprehensive income

-

954,039

-

954,039

Issue of share capital

10

-

-

10

Translation reserve movement

-

-

(200,116

)

(200,116

)

Balance at 31st March 2021

10

954,039

(200,116

)

753,933

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Deficit for the period

-

(18,000

)

(18,000

)

Total comprehensive loss

-

(18,000

)

(18,000

)

Issue of share capital

10

-

10

Balance at 31st March 2021

10

(18,000

)

(17,990

)

1.	STATUTORY INFORMATION

Staffgroup Limited (formerly known as 2020 T Limited) is a private company limited by share capital, incorporated in England and Wales, registration number 12449194. The address of the registered office and principal place of business for the Group is 33 Soho Square, London, W1D 3Q.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are prepared in sterling, which is the functional currency in which the parent company operates.

For the purpose of aligning with the group's financial period ends, the period end of the company was extended from 28 February 2021 to 31 March 2021 and therefore the period covered by these financial statements are from the date of incorporation on 7 February 2020 to 31 March 2021.

Financial Reporting Standard 102 - reduced disclosure exemptions

The group has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirements of Section 33 Related Party Disclosures paragraphs 33.6 and 33.7.

Basis of consolidation

The consolidated financial statements include the financial statements of the company and its subsidiary undertakings made up to 31st March 2021. A subsidiary is an entity that is controlled by the parent. The results of subsidiary undertakings are included in the profit or loss and other comprehensive income from the date that control commences until the date that control ceases. Control is established when the company has the power to govern the operating and financial policies of an entity as to obtain benefits from its activities. In assessing control, the group takes into consideration potential voting rights that are currently exercisable.

Going concern

The Group, as part of the wider Twenty20 Capital Bidco1 Limited Group (the company and other Twenty20 Capital Bidco1 Limited group companies together, "the group"), has access to a £25m Invoice Discounting facility with Close Brothers for a minimum period of 18 months from 1st October 2021. Based on current short term cashflow projections which take account of Covid-19 implications, the Group can operate within the facility structure provided.

The capital structure of the group will ensure that it is adequately funded with sufficient headroom in facilities to accommodate the growth plans of the business.

To enhance financial performance, management has taken, and will continue to take steps to maximise overhead efficiency and are confident that the Group has adequate resources to continue operating for the foreseeable future.

Although the current economic environment creates uncertainty, the Group's forecasts and projections, which take account of reasonably possible changes in performance and the risks and uncertainties, indicate that the Group will be able to operate within the level of its facilities for the foreseeable future, for a period of at least 12 months from the date these financial statements are signed.

Consequently, the going concern principle has been adopted in preparing the annual report and financial statements.

Turnover

Turnover represents sales to external customers at invoice amounts less, discounts and value added tax. Turnover arising from the contract business is charged on a time basis, and is recognised as services are rendered as validated by receipt of a client approved timesheet or equivalent. Permanent placement fees are recognised by reference to the date the candidate starts work.

Goodwill

Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business.

Goodwill recognised at acquisition is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is being amortised over its estimated useful life of 5 years subject to any impairment review.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Development costs are being amortised evenly over their estimated useful life of four years.

Tangible fixed assets

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses.

Depreciation on tangible fixed assets is charged to the profit and loss so as to write off their value, over their estimated useful lives, using the following method:

Short leasehold

-

over the life of the lease

Fixtures and fittings

-

7% - 25% on cost

Operational and communications equipment

-

7% - 25% on cost

At each balance sheet date, the Group reviews the carrying amounts of its tangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of the asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Impairment loss is recognised as an expense immediately.

Financial instruments

The Group has elected to apply the provision of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial instruments Issues' of FRS 102 to all of its financial instruments.

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.

All financial assets and liabilities are initially measured at transactions price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangements constitute a financing transaction. If an arrangement constitutes a financing transaction, the financial assets or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Financial assets and liabilities are only offset in the statement of financial position when, and only when there exists a legally enforceable right to set off the recognised amounts and the Group intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Financial assets are derecognised when and only when a) the contractual right to the cash flows from the financial asset expire or are settled, b) the Group transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or c) the Group, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Leasing commitments

Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Differences between contributions payable in the period and contributions actually paid are shown as either accruals or prepayments in the balance sheet.

Trade and other debtors

Trade and other debtors are recognised initially at transaction price less attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method.

Trade and other creditors

Trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade creditors.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group's accounting policies above, management is required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future period.

4.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

£

Recruitment services

60,531,045

60,531,045

An analysis of turnover by geographical market is given below:

£

United Kingdom

1,005,652

Europe

59,525,393

60,531,045

5.	EMPLOYEES AND DIRECTORS

£

Wages and salaries

6,711,187

Social security costs

830,816

Other pension costs

126,624

7,668,627

The average number of employees during the period was as follows:

Service personnel

75

Administration

33

108

The remuneration of the directors is borne by another company within the group of companies of which they are directors. The portion of this remuneration which related to the company is considered to be £NIL in the current period.

£

Directors' remuneration

-

6.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

£

Other operating leases

702,685

Depreciation - owned assets

205,427

Goodwill amortisation

330,855

Development costs amortisation

9,625

Auditors' remuneration

62,588

Foreign exchange differences

(164,127

)

7.	EXCEPTIONAL ITEMS

£

Exceptional items

(16,512

)

Included in exceptional items is stamp duty that was payable on the sale of Eurostaff Group Limited (£6,945) and Earthstaff Limited (£6,945).

8.

INTEREST PAYABLE AND SIMILAR EXPENSES

£

Other interest paid

145,390

9.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the period was as follows:

£

Current tax:

UK corporation tax

573,789

Deferred tax

(13,856

)

Tax on profit

559,933

Reconciliation of total tax charge included in profit and loss

The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below:

£

Profit before tax

1,513,972

Profit multiplied by the standard rate of corporation tax in the UK of 19 %

287,655

Effects of:

Expenses not deductible for tax purposes

45,537

Depreciation in excess of capital allowances

81,944

Adjustments to tax charge in respect of previous periods

(136,640

)

Group relief

42,035

Higher tax rates on overseas earnings

222,728

Other timing differences

16,674

Total tax charge

559,933

10.	INDIVIDUAL PROFIT AND LOSS ACCOUNT

As permitted by Section 408 of the Companies Act 2006, the Profit and Loss Account of the parent company is not presented as part of these financial statements.