Staffing 360 Solutions (Holdings) Limited
Annual Report and Financial Statements
For the year ended 31 December 2021
Company Registration No. 07116112 (England and Wales)
Staffing 360 Solutions (Holdings) Limited
Company Information
Director
B C Flood
Secretary
B C Flood
Company number
07116112
Registered office
3rd Floor
24 Cornhill
London
EC3V 3ND
Auditor
Moore Kingston Smith LLP
Betchworth House
57-65 Station Road
Redhill
Surrey
RH1 1DL
Staffing 360 Solutions (Holdings) Limited
Director's Report
For the year ended 31 December 2021
Page 1

The director presents his annual report and financial statements for the year ended 31 December 2021.

Principal activities

The principal activity of the company continued to be that of an investment holding company,

Director

The director who held office during the year and up to the date of signature of the financial statements was as follows:

B C Flood
Auditor

Moore Kingston Smith LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
B C Flood
Director
19 August 2022
Staffing 360 Solutions (Holdings) Limited
Director's Responsibilities Statement
For the year ended 31 December 2021
Page 2

The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the director is required to:

 

 

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

Staffing 360 Solutions (Holdings) Limited
Independent Auditor's Report
To the Member of Staffing 360 Solutions (Holdings) Limited
Page 3
Opinion

We have audited the financial statements of Staffing 360 Solutions (Holdings) Limited (the 'company') for the year ended 31 December 2021 which comprise , the Balance Sheet and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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:

Basis for opinion

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

Material uncertainty related to going concern

In auditing the financial statements, we have concluded that the director's 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 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The director is 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 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.

Staffing 360 Solutions (Holdings) Limited
Independent Auditor's Report (Continued)
To the Member of Staffing 360 Solutions (Holdings) Limited
Page 4

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Director's Report.

 

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

 

Responsibilities of director

As explained more fully in the Director's Responsibilities Statement, the director is 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 director determines 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 director is are responsible for assessing the 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Staffing 360 Solutions (Holdings) Limited
Independent Auditor's Report (Continued)
To the Member of Staffing 360 Solutions (Holdings) Limited
Page 5
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.

 

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

 

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

Staffing 360 Solutions (Holdings) Limited
Independent Auditor's Report (Continued)
To the Member of Staffing 360 Solutions (Holdings) Limited
Page 6

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 material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

 

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. 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.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member for our audit work, for this report, or for the opinions we have formed.

Ian Matthews (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP
19 August 2022
Chartered Accountants
Statutory Auditor
Betchworth House
57-65 Station Road
Redhill
Surrey
RH1 1DL
Staffing 360 Solutions (Holdings) Limited
Balance Sheet
As at 31 December 2021
Page 7
2021
2020
Notes
£
£
£
£
Fixed assets
Investments
3
1
1
Current assets
Debtors
5
1,130
1,130
Creditors: amounts falling due within one year
6
(1)
(1)
Net current assets
1,129
1,129
Total assets less current liabilities
1,130
1,130
Capital and reserves
Called up share capital
7
1,130
1,130

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and signed by the director and authorised for issue on 19 August 2022
B C Flood
Director
Company Registration No. 07116112
Staffing 360 Solutions (Holdings) Limited
Notes to the Financial Statements
For the year ended 31 December 2021
Page 8
1
Accounting policies
Company information

Staffing 360 Solutions (Holdings) Limited is a private company limited by shares incorporated in England and Wales. The registered office is 3rd Floor, 24 Cornhill, London, EC3V 3ND.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of Staffing 360 Solutions Inc. These consolidated financial statements are available from its registered office, 757 3rd Avenue, 27th Floor, New York 10017, USA or from the website of Staffing 360 Solutions Inc: https://www.staffing360solutions.com/investors.

The Company is a parent Company that is also a subsidiary included in the consolidated financial statements of its immediate parent undertaking established under the law of a non-EEA state and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

Staffing 360 Solutions (Holdings) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2021
1
Accounting policies
(Continued)
Page 9
1.2
Going concern

The Company is reliant on the activities of its Subsidiary Company, Staffing 360 Solutions Limited. At the Balance Sheet date, the Subsidiary Company’s negative working capital and liquidity position combined with the uncertainty generated by the economic reaction to the COVID-19 pandemic raise substantial doubt about the Company’s ability to continue as a going concern.

 

The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such it is uncertain the full magnitude that the pandemic will have on the Group’s financial position, liquidity and future results of operations. Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, industry and workforce.

 

In light of the uncertainty, during the year the Subsidiary Company put in a number of measures. The director believes this will provide sufficient liquidity for the business as the economy continues to recover, but reserves the option to consider further financing.

 

On this basis, the Director believes that the Company has adequate resources to continue in operational existence for the foreseeable future. Therefore these financial statements are prepared on a going concern basis.

1.3
Profit and loss account

The company has not traded during the year or the preceding financial period. During this time, the company received no income and incurred no expenditure and therefore no Profit and loss account is presented in these financial statements.

1.4
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.5
Cash at bank and in hand

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.6
Financial instruments

The company only has financial instruments classified as basic and measured at amortised cost. The company has no financial instruments that are classified as 'other' or financial instruments measured at fair value.

1.7
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Staffing 360 Solutions (Holdings) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2021
Page 10
2
Employees

The average monthly number of persons (including directors) employed by the company during the year was: 0 (2020: 0)

3
Fixed asset investments
2021
2020
£
£
Shares in group undertakings and participating interests
1
1
4
Subsidiaries

Details of the company's subsidiaries at 31 December 2021 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Staffing 360 Solutions Limited
UK
Recruitment Consultancy
Ordinary
100.00
5
Debtors
2021
2020
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
1,130
1,130
6
Creditors: amounts falling due within one year
2021
2020
£
£
Other creditors
1
1
7
Called up share capital
2021
2020
2021
2020
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.1p each
1,129,872
1,129,872
1,130
1,130
Staffing 360 Solutions (Holdings) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2021
Page 11
8
Financial commitments, guarantees and contingent liabilities

The company has provided security under an unlimited multilateral cross guarantee for a bank pooling facility covering a number of companies under the control of Staffing 360 Solutions, Inc. for a flexible loan facility of £1,000,000.

9
Related party transactions

The company has taken the exemption in accordance with FRS 102 - section 33 "Related Party Disclosures", from disclosing related party transactions entered into between members of a group, provided that any subsidiary who is party to the transaction is wholly owned by such a member.

10
Parent Company

The ultimate parent is Staffing 360 Solutions Inc, an entity registered in the United States of America, by virtue of holding 100% of the company's issued share capital. The registered address of the ultimate parent 757 3rd Avenue, 27th Floor, New York 10017, USA. Consolidated accounts for the group are publicly available on https://www.staffing360solutions.com/investors.

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