Company registration number 12443736 (England and Wales)
TWENTY20 CAPITAL BIDCO1 LIMITED
ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
TWENTY20 CAPITAL BIDCO1 LIMITED
COMPANY INFORMATION
Directors
Mr AW Connor
Mr IJ Munro
Mr TN Ramus
Mr J Reynolds
Mr KR W Steers
Mr JB Webb
Company number
12443736
Registered office
33 Soho Square
London
England
W1D 3QU
Auditor
MHA
Century House
The Lakes
Northampton
NN4 7HD
Bankers
Barclays Bank PLC
2 Churchill Place
Canary Wharf
London
E14 5RB
TWENTY20 CAPITAL BIDCO1 LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 6
Independent auditor's report
7 - 9
Group profit and loss account
10
Group statement of comprehensive income
11
Group balance sheet
12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Notes to the financial statements
16 - 35
TWENTY20 CAPITAL BIDCO1 LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2023
- 1 -

The directors present the strategic report for the year ended 31 March 2023.

Fair review of the business

The principal activity of the group is the provision of managed workforce solutions and permanent placement services. The directors are not aware, at the date of this report of any likely major changes in the activity over the next year.

 

During the year, the group continued the restructuring, culminating in the sale of the old Staffgroup companies to Halian in March 2023. The sale included Halian International Limited (formerly Staffgroup International Limited), Halian GmbH (formerly Staffgroup GmbH), Halian SAS (formerly Staffgroup SAS) and Staffgroup GmbH Zug. The group is now solely focussed on the development and growth of its UK Manpower business.

 

The commercial impact of Covid-19 has largely subsided, albeit there still remain opportunities to support the government with vaccination and associated programmes; and the group continues to promote agile working for its employees.

 

Over the year, additional investment has been made into the IT infrastructure as the group harmonises systems across the wider ownership group.

Key performance indicators

 

Financial

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

 

Cash collection is an important part of effective working capital management. The average debtor days at the period end were 39 days (2022: 44 days).

 

Sales for the full year to March 2023 were £233m (2022: £404m) and delivering an operating profit before exceptional costs/income were £7.4m (2022: £9.1m).

 

The Group had net current assets of £14.4m (2022: £15.1m) as at the balance sheet date.

 

Non-Financial

The Group measures its non-financial performance as follows:

 

The securing of new business is a critical area if the business is to continue to grow and a number of new accounts were awarded from both new and existing customers. The company is a large employer and strives to ensure that a minimum of 99% of all employees are paid accurately and on time. During the year, the company achieved payroll accuracy exceeding 99.8%.

 

Going concern

A detailed summary of the going concern of the company is shown in the accounting policies (note 1.4) of the financial statements.

 

 

TWENTY20 CAPITAL BIDCO1 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 2 -
Principal 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 and competitive risk
Competitors in the general staffing market 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, such as within the Public Sector, these costs can rise on the back of increased levels of compliance, and business investment required by local regulators and clients.
With inflation rising to over 8.9% in the year to 31 March 2023 and interest rates rising at their fastest rate for many years, the group needs to remain agile and focused on managing the impact of these risks on all related stakeholders.
Commercial risk
The group benefits from close commercial relationships with key clients in both the public and private sectors. Within the private sector, the company is not dependent on any single key client. The public sector markets in which we operate are directly dependent on funding from local and national government organisations and these clients remain the largest customers in the business.
Technology risk
The group is reliant on a number of technology systems in providing its services to clients. These systems are located both in-house and in various 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.
Regulatory risk
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 includes changes to national minimum wage legislation, and continues to develop its internal controls and processes with respect to legal and contractual obligations.
Financial risk
The group utilities various financial instruments including cash and other 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 summaries below.
Interest rate risk
The group finances its operations through a mixture of cash, creditors, and an invoice discounting facility. The exposure to interest rate fluctuations are largely limited to the movement in base rate in the UK, which is currently 5.25%. The financing was also modelled on an assumed higher base rate.
TWENTY20 CAPITAL BIDCO1 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 3 -
Credit risk
The group's principal financial assets are cash and trade debtors.
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 economic challenges will continue to 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 build-up of trade debtors and possible bad debt.
Liquidity risk
The group manages 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 the current economic scenarios. These scenarios have largely focussed on the impact of volume reductions. Liquidity risk is proactively managed using 13 week forecasts, thus providing time for compensatory actions to be taken, should forecasts need updating.
Market risk
Market risk encompasses two types of risk, being interest rate and market price risk. Interest rates are increasing however with a low level of borrowing, movements in interest rates 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 have fallen 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.
Promoting the success of the company

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 year ended 31 March 2023.

 

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. This has been achieved by working with the stakeholders to formulate long term plans and strategic imperatives, which are monitored and updated regularly. The stakeholders of the Group include the employees, clients, suppliers and shareholders of the business.

On behalf of the board

Mr IJ Munro
Director
31 October 2023
TWENTY20 CAPITAL BIDCO1 LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2023
- 4 -

The directors present their annual report and financial statements for the year ended 31 March 2023.

Principal activities

The principal activity of the company and group continued to be that of managed work solutions and permanent placement services.

Results and dividends

The results for the year are set out on page 10.

Ordinary dividends were paid amounting to £12,300,913. The directors do not recommend payment of a further dividend.

Directors

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

Mr AW Connor
Mr MJ Dembovsky
(Resigned 16 May 2023)
Mr IJ Munro
Mr TN Ramus
Mr J Reynolds
Mr KR W Steers
Mr JB Webb
Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate 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 involvement

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.

 

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.

TWENTY20 CAPITAL BIDCO1 LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 5 -
Future developments

Despite the economic challenges the directors expect the general level of activity to increase over the forthcoming year. This is as a result of ongoing investment into key target markets, a heightened focus on delivering what the customer wants and through investment in new IT platforms.

Auditor

MHA 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. Following a rebranding exercise on 15 May 2023 the trading name of the company's independent auditor changed from MHA MacIntyre Hudson to MHA.

Corporate 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.

Energy and carbon report

Please refer to the financial statements of the ultimate parent company for this information.

Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report 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). 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are 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 comply with the Companies Act 2006. They are also 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.

Disclosure in the Strategic Report

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

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 auditor of the company 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 auditor of the company is aware of that information.

 

TWENTY20 CAPITAL BIDCO1 LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 6 -
On behalf of the board
Mr IJ Munro
Director
31 October 2023
TWENTY20 CAPITAL BIDCO1 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TWENTY20 CAPITAL BIDCO1 LIMITED
- 7 -
Opinion

We have audited the financial statements of Twenty20 Capital Bidco1 Limited (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 March 2023, which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and 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:

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 group and the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 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 other information comprises the information included in the annual report 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 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 our audit:

TWENTY20 CAPITAL BIDCO1 LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TWENTY20 CAPITAL BIDCO1 LIMITED
- 8 -
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 or the 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:

 

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement, 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 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.

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.

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:

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

 

TWENTY20 CAPITAL BIDCO1 LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TWENTY20 CAPITAL BIDCO1 LIMITED
- 9 -

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.

Guy Hodkinson BA ACA (Senior Statutory Auditor)
For and on behalf of MHA
13 November 2023
Chartered Accountants
Statutory Auditor
Northampton
United Kingdom
MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registration number OC312313)
TWENTY20 CAPITAL BIDCO1 LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2023
- 10 -
Continuing
Discontinued
31 March
Continuing
Discontinued
31 March
operations
operations
2023
operations
operations
2022
Notes
£
£
£
£
£
£
Turnover
3
192,753,127
40,672,446
233,425,573
358,169,876
46,262,534
404,432,410
Cost of sales
(170,111,854)
(29,968,009)
(200,079,863)
(322,647,420)
(33,926,973)
(356,574,393)
Gross profit
22,641,273
10,704,437
33,345,710
35,522,456
12,335,561
47,858,017
Administrative expenses
(17,097,874)
(8,846,460)
(25,944,334)
(28,842,033)
(9,933,814)
(38,775,847)
Other operating income
100,302
-
100,302
102,952
33,263
136,215
Operating profit
5
5,643,701
1,857,977
7,501,678
6,783,375
2,435,010
9,218,385
Share of results of associates and joint ventures
23,307
-
23,307
-
-
-
Interest payable and similar expenses
9
(30,290)
(66,940)
(97,230)
(411,337)
(210,195)
(621,532)
Exceptional items
4
380,377
3,227,027
3,607,404
47,730,480
(78,645)
47,651,835
Profit before taxation
6,017,095
5,018,064
11,035,159
54,102,518
2,146,170
56,248,688
Tax on profit
10
(1,112,878)
655,514
(457,364)
(1,136,039)
(567,593)
(1,703,632)
Profit for the financial year
25
4,904,217
5,673,578
10,577,795
52,966,479
1,578,577
54,545,056
Profit for the financial year is all attributable to the owners of the parent company.
TWENTY20 CAPITAL BIDCO1 LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2023
- 11 -
2023
2022
£
£
Profit for the year
10,577,795
54,545,056
Other comprehensive income
Currency translation differences
(39,511)
276,973
Total comprehensive income for the year
10,538,284
54,822,029
Total comprehensive income for the year is all attributable to the owners of the parent company.
TWENTY20 CAPITAL BIDCO1 LIMITED
GROUP BALANCE SHEET
AS AT
31 MARCH 2023
31 March 2023
- 12 -
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
13
-
0
991,347
Other intangible assets
13
-
0
18,434
Total intangible assets
-
1,009,781
Tangible assets
14
57,668
167,454
Investments
15
317,908
336,600
375,576
1,513,835
Current assets
Debtors
18
35,288,348
42,699,391
Cash at bank and in hand
790,309
7,356,152
36,078,657
50,055,543
Creditors: amounts falling due within one year
19
(21,674,144)
(34,905,609)
Net current assets
14,404,513
15,149,934
Net assets
14,780,089
16,663,769
Capital and reserves
Called up share capital
23
1,000
1,000
Other reserves
24
(27,707)
75,335
Profit and loss reserves
25
14,806,796
16,587,434
Total equity
14,780,089
16,663,769
The financial statements were approved by the board of directors and authorised for issue on 31 October 2023 and are signed on its behalf by:
31 October 2023
Mr IJ Munro
Director
Company registration number 12443736 (England and Wales)
TWENTY20 CAPITAL BIDCO1 LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2023
31 March 2023
- 13 -
2023
2022
Notes
£
£
£
£
Current assets
Debtors
18
3,448,483
4,116,079
Cash at bank and in hand
72,236
303,831
3,520,719
4,419,910
Creditors: amounts falling due within one year
19
(3,092,910)
(4,063,221)
Net current assets
427,809
356,689
Capital and reserves
Called up share capital
23
1,000
1,000
Profit and loss reserves
25
426,809
355,689
Total equity
427,809
356,689

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £12,372,033 (2022 - £51,749,345 profit).

The financial statements were approved by the board of directors and authorised for issue on 31 October 2023 and are signed on its behalf by:
31 October 2023
Mr IJ Munro
Director
Company registration number 12443736 (England and Wales)
TWENTY20 CAPITAL BIDCO1 LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023
- 14 -
Share capital
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 April 2021
1,000
(201,638)
17,019,091
16,818,453
Year ended 31 March 2022:
Profit for the year
-
-
54,545,056
54,545,056
Other comprehensive income:
Currency translation differences
-
276,973
-
276,973
Total comprehensive income for the year
-
276,973
54,545,056
54,822,029
Dividends
12
-
-
(54,976,713)
(54,976,713)
Balance at 31 March 2022
1,000
75,335
16,587,434
16,663,769
Year ended 31 March 2023:
Profit for the year
-
-
10,577,795
10,577,795
Other comprehensive income:
Currency translation differences
-
(39,511)
-
(39,511)
Total comprehensive income for the year
-
(39,511)
10,577,795
10,538,284
Dividends
12
-
-
(12,300,913)
(12,300,913)
Disposal of subsidiaries
-
(63,531)
(57,520)
(121,051)
Balance at 31 March 2023
1,000
(27,707)
14,806,796
14,780,089
TWENTY20 CAPITAL BIDCO1 LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023
- 15 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 April 2021
1,000
3,583,056
3,584,056
Year ended 31 March 2022:
Profit and total comprehensive income for the year
-
51,749,346
51,749,346
Dividends
12
-
(54,976,713)
(54,976,713)
Balance at 31 March 2022
1,000
355,689
356,689
Year ended 31 March 2023:
Profit and total comprehensive income
-
12,372,033
12,372,033
Dividends
12
-
(12,300,913)
(12,300,913)
Balance at 31 March 2023
1,000
426,809
427,809
TWENTY20 CAPITAL BIDCO1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
- 16 -
1
Accounting policies
Company information

Twenty20 Capital Bidco1 Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office and principal place of business is 33 Soho Square London W1D 3QU.

 

The group consists of Twenty20 Capital Bidco1 Limited and all of its subsidiaries.

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.

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.

The 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 for parent company information presented within the consolidated financial statements:

 

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

TWENTY20 CAPITAL BIDCO1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 17 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Twenty20 Capital Bidco1 Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 March 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

The group now has access to a £25m invoice discounting facility with Close Brothers. Based on current short term cashflow projections, 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 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.

TWENTY20 CAPITAL BIDCO1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 18 -
1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.6
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently 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; any negative Goodwill is recognised immediately in profit and loss.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Development costs
amortised evenly over their estimated useful life of four years
1.9
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

TWENTY20 CAPITAL BIDCO1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 19 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings
over the life of the lease
Operational and comms equipment
7% - 25% on cost
Fixtures and fittings
7% - 25% on cost
Computers
Straight-line over 3 years

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.10
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.11
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the 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 an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

TWENTY20 CAPITAL BIDCO1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 20 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.12
Cash and cash equivalents

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.

1.13
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

TWENTY20 CAPITAL BIDCO1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 21 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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 that have been enacted or substantively enacted by the reporting end date.

TWENTY20 CAPITAL BIDCO1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 22 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.15
Employee benefits

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.17
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.18
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

TWENTY20 CAPITAL BIDCO1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 23 -
3
Turnover
2023
2022
£
£
Turnover analysed by class of business
Recruitment services
232,727,067
367,626,359
Services
-
36,166,737
Management fees
698,506
639,314
233,425,573
404,432,410
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
194,667,880
359,719,138
Europe
38,757,693
44,713,272
233,425,573
404,432,410
4
Exceptional item
2023
2022
£
£
Expenditure
Exceptional items
3,607,404
47,651,835
3,607,404
47,651,835
The breakdown of exceptional items is as follows:
2023
2022
£
£
Profit on disposal of subsidiary
3,607,404
47,651,835
3,607,404
47,651,835

 

The company recognised a profit on the sale of subsidiary undertakings of £3,607,404 (2022: £47,651,835). This is not recurring income in the normal course of business and therefore is considered to be exceptional in nature.

5
Operating profit
2023
2022
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange (gains)/losses
(394,716)
40,963
Government grants
(100,302)
(136,215)
Depreciation of owned tangible fixed assets
79,986
135,160
Amortisation of intangible assets
310,058
340,802
Operating lease charges
1,243,913
599,315
TWENTY20 CAPITAL BIDCO1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 24 -
6
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
20,000
22,000
Audit of the financial statements of the company's subsidiaries
67,000
99,000
87,000
121,000
7
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Service personnel
-
1,317
-
-
Administration
351
521
-
-
Total
351
1,838
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
15,491,390
49,552,963
-
0
-
0
Social security costs
1,995,436
4,600,787
-
-
Pension costs
357,794
994,256
-
0
-
0
17,844,620
55,148,006
-
0
-
0

In addition, the average number of persons on hire to clients was 7,949 (2022: 14,677). The associated costs were wages and salaries of £156,240,586 (2022: £267,532,558), social security costs of £10,946,297 (2022: £18,170,228) and pension costs of £1,936,051 (2022: £1,940,465).

8
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
885,267
815,918
Company pension contributions to defined contribution schemes
27,893
34,000
913,160
849,918
TWENTY20 CAPITAL BIDCO1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
8
Directors' remuneration
(Continued)
- 25 -

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2021: 3).

 

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
350,682
341,770
Company pension contributions to defined contribution schemes
11,250
11,250
9
Interest payable and similar expenses
2023
2022
£
£
Other interest on financial liabilities
97,230
621,532
10
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
1,118,730
1,650,393
Adjustments in respect of prior periods
440
-
0
Total UK current tax
1,119,170
1,650,393
Foreign current tax on profits for the current period
(661,806)
-
0
Total current tax
457,364
1,650,393
Deferred tax
Origination and reversal of timing differences
-
0
53,239
Total tax charge
457,364
1,703,632
TWENTY20 CAPITAL BIDCO1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
10
Taxation
(Continued)
- 26 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Profit before taxation
11,035,159
56,248,688
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2022: 19.00%)
2,096,680
10,687,251
Tax effect of expenses that are not deductible in determining taxable profit
42,939
4,730
Tax effect of income not taxable in determining taxable profit
(4,428)
-
0
Gains on disposal of subsidiary
(628,363)
(9,062,328)
Change in unrecognised deferred tax assets
(12,250)
-
0
Adjustments in respect of prior years
440
41,080
Group relief
(9,136)
-
0
Permanent capital allowances in excess of depreciation
5,519
2,062
Amortisation on assets not qualifying for tax allowances
-
0
62,805
Other non-reversing timing differences
6,080
(8,109)
Other permanent differences
(9,438)
-
0
Effect of overseas tax rates
(1,018,369)
(38,804)
Non-trading income
(12,310)
-
0
Intercompany loan write off
-
0
14,945
Taxation charge
457,364
1,703,632

At Budget 2021 the government announced that from 1 April 2023 the rate of corporation tax will be 25% for companies with annual profits over £250,000. For companies with annual profits below £50,000 the rate will remain at 19%. Marginal relief provisions will be introduced so that, where a company's profits fall between the lower (£50,000) and upper (£250,000) limits, it will be able to claim an amount of marginal relief that bridges the gap between the lower and upper limits providing a gradual increase in the corporation tax rate.

11
Discontinued operations

On 1 March 2023 the group disposed of its 100% holding in Halian International Limited (formerly Staffgroup International Limited), Halian GmbH (formerly Staffgroup GmbH), Halian SAS (formerly Staffgroup SAS) and Staffgroup GmbH Zug. Included in these financial statements are profits on disposal of £3,607,404. The shares were transferred to Halian Staffgroup Limited, a related party, as part of a group restructuring.

12
Dividends
2023
2022
Recognised as distributions to equity holders:
£
£
Final paid
12,300,913
54,976,713
TWENTY20 CAPITAL BIDCO1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 27 -
13
Intangible fixed assets
Group
Goodwill
Negative goodwill
Development costs
Total
£
£
£
£
Cost
At 1 April 2022
1,652,752
(27,670,770)
38,311
(25,979,707)
Additions - internally developed
-
0
-
0
12,916
12,916
Disposals
(1,652,752)
-
0
(51,227)
(1,703,979)
At 31 March 2023
-
0
(27,670,770)
-
0
(27,670,770)
Amortisation and impairment
At 1 April 2022
661,405
(27,670,770)
19,877
(26,989,488)
Amortisation charged for the year
303,005
-
0
7,053
310,058
Disposals
(964,410)
-
0
(26,930)
(991,340)
At 31 March 2023
-
0
(27,670,770)
-
0
(27,670,770)
Carrying amount
At 31 March 2023
-
0
-
0
-
0
-
0
At 31 March 2022
991,347
-
0
18,434
1,009,781
The company had no intangible fixed assets at 31 March 2023 or 31 March 2022.
TWENTY20 CAPITAL BIDCO1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 28 -
14
Tangible fixed assets
Group
Leasehold land and buildings
Operational and comms equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 April 2022
33,138
151,694
207,199
-
0
392,031
Additions
-
0
155,782
59,162
13,001
227,945
Disposals
(29,793)
(211,945)
(190,799)
-
0
(432,537)
At 31 March 2023
3,345
95,531
75,562
13,001
187,439
Depreciation and impairment
At 1 April 2022
4,699
87,803
132,075
-
0
224,577
Depreciation charged in the year
889
45,238
31,022
2,837
79,986
Eliminated in respect of disposals
(2,243)
(82,825)
(89,724)
-
0
(174,792)
At 31 March 2023
3,345
50,216
73,373
2,837
129,771
Carrying amount
At 31 March 2023
-
0
45,315
2,189
10,164
57,668
At 31 March 2022
28,439
63,891
75,124
-
0
167,454
The company had no tangible fixed assets at 31 March 2023 or 31 March 2022.
TWENTY20 CAPITAL BIDCO1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 29 -
15
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in joint ventures
17
23,308
-
0
-
0
-
0
Unlisted investments
294,600
336,600
-
0
-
0
317,908
336,600
-
0
-
0
Movements in fixed asset investments
Group
Shares in joint ventures
Other investments
Total
£
£
£
Cost or valuation
At 1 April 2022
-
378,600
378,600
Valuation changes
23,308
-
23,308
At 31 March 2023
23,308
378,600
401,908
Impairment
At 1 April 2022
-
42,000
42,000
Charge for the year
-
42,000
42,000
At 31 March 2023
-
84,000
84,000
Carrying amount
At 31 March 2023
23,308
294,600
317,908
At 31 March 2022
-
336,600
336,600

The value of the unlisted investments above is solely made up of debentures held by The Rec Co. Central Services Limited, a 100% directly-owned subsidiary of the Company.

 

The shares in joint ventures represents interests held in Finance Systems Limited, see note 17 for further details.

TWENTY20 CAPITAL BIDCO1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 30 -
16
Subsidiaries

Details of the company's subsidiaries at 31 March 2023 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
The Rec Co. Support Limited *
England and Wales
Facilities support
Ordinary
100.00
-
The Rec Co. Central Services Limited *
England and Wales
Facilities support
Ordinary
100.00
-
Twenty20 Midco 2 Limited *
England and Wales
Holding company
Ordinary
100.00
-
Twenty20 Midco 1 Limited *
England and Wales
Holding company
Ordinary
100.00
-
The UK Recruitment Co. Ltd
England and Wales
Recruitment agency
Ordinary
0
100.00
Premiere Employment Group Limited *
England and Wales
Recruitment agency
Ordinary
0
100.00
Staffgroup Limited *
England and Wales
Holding company
Ordinary
0
100.00
Eurostaff Group AB
Sweden
In liquidation
Ordinary
0
100.00
Earthstaff Limited *
England and Wales
Recruitment agency
Ordinary
0
100.00

On 1st March the Group disposed of its entire holding in Halian International Limited (formerly Staffgroup International Limited), Halian GmbH (formerly Staffgroup GmbH), Halian SAS (formerly Staffgroup SAS) and Staffgroup GmbH Zug.

 

The registered office and principal place of business of the entities incorporated in England and Wales is 33 Soho Square, London, W1D 3QU.

 

The financial period end for all of the above subsidiaries is 31st March 2023.

 

* Subsidiary is exempt from the requirements of the Companies Act 2006 relating to the audit of its individual financial statements by virtue of section 479A.

17
Joint ventures

Details of joint ventures at 31 March 2023 are as follows:

Name of undertaking
Registered office
Nature of business
Interest
% Held
held
Direct
Finance Systems Limited
England and Wales
Technology services
Ordinary
50.00

Investments in joint ventures are accounted for using the equity method of accounting.

TWENTY20 CAPITAL BIDCO1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 31 -
18
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
24,481,594
36,666,348
5,635
6,288
Corporation tax recoverable
23,183
-
0
-
0
-
0
Amounts owed by group undertakings
-
-
3,280,173
4,003,682
Other debtors
7,010,627
1,007,814
159,961
106,109
Prepayments and accrued income
3,772,944
5,020,679
2,714
-
0
35,288,348
42,694,841
3,448,483
4,116,079
Deferred tax asset (note 21)
-
0
4,550
-
0
-
0
35,288,348
42,699,391
3,448,483
4,116,079
19
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Factoring account
20
2,046,134
3,529,259
-
0
-
0
Trade creditors
384,892
5,970,835
44,633
27,102
Amounts owed to group undertakings
163,732
-
0
2,626,679
3,978,424
Corporation tax payable
-
0
153,037
37,572
-
0
Other taxation and social security
7,716,437
9,931,091
-
8,648
Dividends payable
333,333
-
0
333,333
-
0
Other creditors
715,988
7,634,763
-
0
-
0
Accruals and deferred income
10,313,628
7,686,624
50,693
49,047
21,674,144
34,905,609
3,092,910
4,063,221
20
Secured debts
Group
Company
2023
2022
2023
2022
£
£
£
£
Factoring account
2,046,134
3,529,259
-
0
-
0
Payable within one year
2,046,134
3,529,259
-
0
-
0

On the 2nd March 2020 Close Brothers Limited created a fixed charge and also a floating charge over all of the property and the undertakings of the company; this charge contains a negative pledge.

 

On the 2nd March 2020 TN Ramus, a director of the company, created a fixed charge and also a floating charge over all of the property and the undertakings of the company; this charge contains a negative pledge.

TWENTY20 CAPITAL BIDCO1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 32 -
21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Assets
Assets
2023
2022
Group
£
£
Tax losses
-
4,550
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£
£
Asset at 1 April 2022
(4,550)
-
Transfer on disposal
4,550
-
Asset at 31 March 2023
-
-
22
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
357,794
994,256

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

In addition, pension costs relating to persons on hire to clients was £1,936,051 (2022: £1,940,465).

 

Defined contribution liabilities outstanding as payable to the scheme at 31st March 2023 were £119,137 (2022: £50,183).

23
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary of 1p each
53,450
53,450
534
534
B Ordinary of 1p each
39,200
39,200
392
392
C Ordinary of 1p each
7,350
7,350
74
74
100,000
100,000
1,000
1,000
TWENTY20 CAPITAL BIDCO1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
23
Share capital
(Continued)
- 33 -

The company has in issue three classes of ordinary shares. All classes are entitled to participate in distributions of dividends and capital (including upon winding up). All classes of shares carry the right to one vote per share in all circumstances.

24
Other reserves
2023
2022
Group
£
£
At the beginning of the year
75,335
(201,638)
Disposal of subsidiaries
(63,531)
-
Other movements
(39,511)
276,973
At the end of the year
(27,707)
75,335

The other reserve represents accumulated foreign exchange differences on translating the closing net assets of the group at the closing rate at the balance sheet date, and the results of the group's operations at the average exchange rate for the year, into the reporting currency of the group.

25
Profit and loss reserves
Group
Company
2023
2022
2023
2022
£
£
£
£
At the beginning of the year
16,587,434
17,019,091
355,689
3,583,056
Profit for the year
10,577,795
54,545,056
12,372,033
51,749,346
Dividends
(12,300,913)
(54,976,713)
(12,300,913)
(54,976,713)
Other movements
(57,520)
-
-
-
At the end of the year
14,806,796
16,587,434
426,809
355,689

The profit and loss reserve represents accumulated comprehensive income for the year and prior years.

TWENTY20 CAPITAL BIDCO1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 34 -
26
Disposals

On 1 March 2023 the group disposed of its 100% holding in Halian International Limited (formerly Staffgroup International Limited), Halian GmbH (formerly Staffgroup GmbH), Halian SAS (formerly Staffgroup SAS) and Staffgroup GmbH Zug. Included in these financial statements are profits on disposal of £3,607,404.

Net assets disposed of
£
Cash and cash equivalents
5,449,581
Intangible assets
712,640
Property, plant and equipment
180,878
Investments
13,235
Trade and other receivables
14,008,552
Trade and other payables
(13,060,401)
Tax liabilities
214,426
Deferred tax
4,550
7,523,461
Loss on disposal
3,607,404
Total consideration
11,130,865
The consideration was satisfied by:
£
Cash
4,407,238
Deferred consideration
2,776,213
Contingent consideration
4,064,944
Costs of disposal
(117,530)
-
11,130,865
27
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
299,015
854,298
-
-
Between two and five years
481,250
1,606,757
-
-
780,265
2,461,055
-
-
TWENTY20 CAPITAL BIDCO1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 35 -
28
Related party transactions

The Company is not required to disclose transactions with other members of the group in which the company is a part on the basis that the entity is a wholly owned subsidiary of the parent of the group as stated in section 33 of FRS102.

29
Controlling party

The immediate parent undertaking at the balance sheet date was Twenty20 Capital Holdings Limited and the ultimate parent undertaking was Twenty20 Capital Investments Limited, both companies are registered in England and Wales and their registered office is 33 Soho Square, London, 21D 3QU.

 

The parent company of the smallest and largest group that includes the company and for which consolidated financial statements are prepared is Twenty20 Capital Investments Limited. Copies of these financial statements can be obtained from the registered office at 33 Soho Square, London, W1D 3QU.

 

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