Company Registration No. 09329733 (England and Wales)
Trilogy Consultants International Limited
Annual report and financial statements
for the year ended 30 November 2023
Trilogy Consultants International Limited
Company information
Directors
Mr Jamie Bernstein
Mr Ivan Jackson
Mr Daniel Fox
Company number
09329733
Registered office
24 Cornhill
London
EC3V 3ND
Independent auditor
Saffery LLP
71 Queen Victoria Street
London
EC4V 4BE
Trilogy Consultants International Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 25
Trilogy Consultants International Limited
Strategic report
For the year ended 30 November 2023
1
The directors present the strategic report for the year ended 30 November 2023.
Fair review of the business
The principal activity of the company during the year continued to be the provision of recruitment services in the Technology and Business Transformation & Change market as well as IT consultancy.
The company performed well over the period and continued to execute against the strategic goals of the business. The company's key focus during the period was to:
Grow contractor numbers and improve margin
Develop the size and capability of our leadership team to allow us to better execute on the opportunities available
Continue to invest ahead of profit growth in headcount
Invest in our back office and operations capability and the infrastructure required to support continued growth
In the year we saw Contract Gross Profit increase by 43% to £5,762k.
We saw our Contract revenue increase by 23% to £34,003k whilst our Perm revenue dropped to £92k. This was due to a switch in strategy to serve the US market from our New York office and our continued focus on Contracts and higher value SOW business in the UK.
We saw our headcount increase by 13% to 43.
The trading environment in the UK remains challenging with some strong headwinds affecting the economy, but our outlook for the future remains optimistic. The company's positioning in Technology and also Business Transformation & Change, means we are well placed to take advantage of the projects that have been initiated by our clients as we enter 2024 and our market position in FS gives us an advantage in new customer acquisition. Additionally, we have some positive growth opportunities with the business being awarded several framework agreements allowing us to launch a Public Sector offering, leveraging our capabilities in to a brand new market place.
Principal risks and uncertainties
Credit Risk: The group is exposed to potential payment default by our clients. This risk is mitigated by operating a strong credit control policy, regular monitoring of trade receivables and ensuring we have strong relationships with clients to ensure swift payment and awareness of any challenges our clients might be facing, allowing us to take fast pre-emptive action where required.
Liquidity Risk: The group is financed through its retained earnings and its relationship with its bankers. We have an invoice finance facility that provides adequate headroom for current and future growth and is reviewed by the board regularly in line with current and forecast performance.
Foreign currency: We operate in multi currencies and are exposed to fluctuations in foreign exchange rates. We mitigate FX exposure by ensuring contracts and associated costs are denominated in the same currencies. The board does not believe the level of risk requires a more sophisticated approach at this stage of growth.
Macro-Economic Factors: Currently, there is a significant level of global uncertainty in the markets, a number of elections being held in key locations, coupled with high inflation and the cost of living crisis and the broader economic outlook does tend to loosely correlate with our clients hiring plans. To mitigate this we focus on sectors and niches within those sectors that are more resilient to the fluctuations in the economy. We also ensure that the business is geographically diverse in both regions and operations. We offer both Permanent, Contract and consulting solutions to our clients and remain agile to new opportunities that are presented in the regions in which we operate. The diversity of our client base means we are well placed to take advantage of an increase in demand, or mitigate a decline.
Trilogy Consultants International Limited
Strategic report (continued)
For the year ended 30 November 2023
2
Key performance indicators
| | | |
| | | Contract GP increased by £1,723k (43%) which was achieved through increasing the volume of work executed at existing clients and winning new mandates from new clients, as well as continuing to drive an increase of projects via SOW. Permanent GP dropped by £1,252k due to a switch in strategy to serve the US market from our New York office. |
| | | Headcount was grown by 13%. Our strategy in the UK is to focus on maintaining productivity growth whilst also growing headcount. |
| | | Productivity has dropped by just 4% whilst the headcount has grown by 13%. This has been achieved by developing the skills and capability of our existing sales team and taking advantage of operational efficiencies. |
Mr Ivan Jackson
Director
12 August 2024
Trilogy Consultants International Limited
Directors' report
For the year ended 30 November 2023
3
The directors present their annual report and financial statements for the year ended 30 November 2023.
Principal activities
The principal activity of the company continued to be that of recruitment consultancy.
Results and dividends
The results for the year are set out on page 9.
No ordinary dividends were paid to the parent company Trilogy International Holdings Limited (2022: £2,000,000). The directors do not recommend payment of a final 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 Jamie Bernstein
Mr Ivan Jackson
Mr Daniel Fox
Auditor
Saffery LLP have expressed their willingness to continue in office.
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 company and of the profit or loss of the company 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 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. They are 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.
Trilogy Consultants International Limited
Directors' report (continued)
For the year ended 30 November 2023
4
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.
On behalf of the board
Mr Ivan Jackson
Director
12 August 2024
Trilogy Consultants International Limited
Independent auditor's report
To the member of Trilogy Consultants International Limited
5
Opinion
We have audited the financial statements of Trilogy Consultants International Limited (the 'company') for the year ended 30 November 2023 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity 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 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 company's affairs as at 30 November 2023 and of its profit for the year 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.
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.
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.
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.
Trilogy Consultants International Limited
Independent auditor's report (continued)
To the member of Trilogy Consultants International Limited
6
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the 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:
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 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 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 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. 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.
Trilogy Consultants International Limited
Independent auditor's report (continued)
To the member of Trilogy Consultants International Limited
7
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 risks related to irregularities:
We assessed the susceptibility of the company’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 company by discussions with directors and by updating our understanding of the sector in which the company operates.
Laws and regulations of direct significance in the context of the company 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 company'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 company'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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Trilogy Consultants International Limited
Independent auditor's report (continued)
To the member of Trilogy Consultants International Limited
8
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.
Jamie Cassell
Senior Statutory Auditor
For and on behalf of Saffery LLP
12 August 2024
Chartered Accountants
Statutory Auditors
71 Queen Victoria Street
London
EC4V 4BE
Trilogy Consultants International Limited
Statement of comprehensive income
For the year ended 30 November 2023
9
2023
2022
Notes
£
£
Turnover
3
34,094,898
28,916,192
Cost of sales
(28,241,419)
(23,534,310)
Gross profit
5,853,479
5,381,882
Administrative expenses
(5,493,699)
(4,685,057)
Other operating income
1,133,328
514,843
Operating profit
4
1,493,108
1,211,668
Interest receivable and similar income
8
5,450
Interest payable and similar expenses
9
(120,315)
(42,195)
Profit before taxation
1,378,243
1,169,473
Tax on profit
10
(344,327)
(243,527)
Profit for the financial year
1,033,916
925,946
The income statement has been prepared on the basis that all operations are continuing operations.
Trilogy Consultants International Limited
Statement of financial position
As at 30 November 2023
10
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
12
205,772
212,387
Investments
13
7
7
205,779
212,394
Current assets
Debtors
15
8,047,603
7,606,898
Cash at bank and in hand
203,345
152,032
8,250,948
7,758,930
Creditors: amounts falling due within one year
16
(6,058,991)
(6,727,574)
Net current assets
2,191,957
1,031,356
Total assets less current liabilities
2,397,736
1,243,750
Creditors: amounts falling due after more than one year
17
(19,330)
(29,044)
Provisions for liabilities
Deferred tax
18
5,064
20,068
(5,064)
(20,068)
Net assets
2,373,342
1,194,638
Capital and reserves
Called up share capital
20
600
600
Other reserves
144,788
Profit and loss reserves
2,227,954
1,194,038
Total equity
2,373,342
1,194,638
The financial statements were approved by the board of directors and authorised for issue on 12 August 2024 and are signed on its behalf by:
Mr Ivan Jackson
Director
Company Registration No. 09329733 (England and Wales)
Trilogy Consultants International Limited
Statement of changes in equity
For the year ended 30 November 2023
11
Share capital
Capital contribution
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 December 2021
600
-
2,268,092
2,268,692
Year ended 30 November 2022:
Profit and total comprehensive income for the year
-
-
925,946
925,946
Dividends
11
-
-
(2,000,000)
(2,000,000)
Balance at 30 November 2022
600
-
1,194,038
1,194,638
Year ended 30 November 2023:
Profit and total comprehensive income for the year
-
-
1,033,916
1,033,916
Capital contribution
-
144,788
-
144,788
Balance at 30 November 2023
600
144,788
2,227,954
2,373,342
Trilogy Consultants International Limited
Notes to the financial statements
For the year ended 30 November 2023
12
1
Accounting policies
Company information
Trilogy Consultants International Limited is a private company limited by shares incorporated in England and Wales. The registered office is 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.
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:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Trilogy International Holdings Limited. These consolidated financial statements are available from its registered office, 24 Cornhill, London, EC3V 3ND.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Trilogy Consultants International Limited
Notes to the financial statements (continued)
For the year ended 30 November 2023
1
Accounting policies (continued)
13
1.3
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. Turnover consists of:
- contractor placements, representing fees billed for the services of contractors including their costs, which is recognised when the service has been provided
- permanent placements, representing fees billed as a percentage of the candidate's remuneration package, which is recognised on the start date of the candidate
Turnover not invoiced at the balance sheet date is included within accrued income.
1.4
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.
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:
Fixtures and fittings
Straight line over 4 years
Office equipment
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 credited or charged to profit or loss.
1.5
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.
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 company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible 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.
Trilogy Consultants International Limited
Notes to the financial statements (continued)
For the year ended 30 November 2023
1
Accounting policies (continued)
14
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.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.8
Financial instruments
The company 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 company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with 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, 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.
Trilogy Consultants International Limited
Notes to the financial statements (continued)
For the year ended 30 November 2023
1
Accounting policies (continued)
15
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 company 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 company 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 company’s contractual obligations expire or are discharged or cancelled.
1.9
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.
Trilogy Consultants International Limited
Notes to the financial statements (continued)
For the year ended 30 November 2023
1
Accounting policies (continued)
16
1.10
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 income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has 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.
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
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.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
Trilogy Consultants International Limited
Notes to the financial statements (continued)
For the year ended 30 November 2023
1
Accounting policies (continued)
17
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
1.14
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 leases asset are consumed.
1.15
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’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.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Share based payments
EMI share options have been granted to employees of the company. The company has used the Black-Scholes model to determine the fair value of the options on grant date. Consideration is also taken in relation to vesting conditions and non-market variables which impact the estimated charge.
Recoverability of debtors
Trade debtors and intercompany balances are reviewed at each year end for recoverability. In assessing the need for a bad debt provision the directors have utilised post year end information to understand recoverability of debtors. This is a more accurate reflection of the bad debt provision, however there is still an element of uncertainty where historic knowledge of the directors is utilised.
Trilogy Consultants International Limited
Notes to the financial statements (continued)
For the year ended 30 November 2023
18
3
Turnover
2023
2022
£
£
Turnover analysed by class of business
Contractor
34,003,188
27,572,873
Permanent
91,710
1,343,319
34,094,898
28,916,192
2023
2022
£
£
Turnover analysed by geographical market
UK
32,525,898
26,942,612
Europe
1,058,576
68,474
ROW
510,424
1,905,106
34,094,898
28,916,192
4
Operating profit
2023
2022
Operating profit for the year is stated after charging:
£
£
Exchange losses
48,161
11,652
Depreciation of owned tangible fixed assets
80,639
44,140
Share-based payments
144,788
-
Operating lease charges
106,437
137,790
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
22,900
20,350
Audit of the financial statements of the company's parent
10,100
8,000
33,000
28,350
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
43
38
Trilogy Consultants International Limited
Notes to the financial statements (continued)
For the year ended 30 November 2023
6
Employees (continued)
19
Their aggregate remuneration comprised:
2023
2022
£
£
Wages and salaries
3,645,966
2,889,498
Social security costs
458,894
423,432
Pension costs
58,794
47,272
4,163,654
3,360,202
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
60,000
46,667
Company pension contributions to defined contribution schemes
19,992
19,992
79,992
66,659
8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest receivable from a connected company
5,450
Terms of the interest receivable are disclosed in the related party transaction disclosure below.
9
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
934
1,122
Interest on invoice finance arrangements
120,515
41,073
Other interest
(1,134)
120,315
42,195
Trilogy Consultants International Limited
Notes to the financial statements (continued)
For the year ended 30 November 2023
20
10
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
356,766
227,978
Adjustments in respect of prior periods
2,565
Total current tax
359,331
227,978
Deferred tax
Origination and reversal of timing differences
(15,004)
15,549
Total tax charge
344,327
243,527
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
1,378,243
1,169,473
Expected tax charge based on the standard rate of corporation tax in the UK of 23.01% (2022: 19.00%)
317,134
222,200
Tax effect of expenses that are not deductible in determining taxable profit
15,175
17,538
Group relief
(3,839)
Permanent capital allowances in excess of depreciation
(918)
(4,275)
Share based payment charge
33,315
Under/(over) provided in prior years
2,565
4,333
Remeasurement of deferred tax for changes in tax rates
(19,105)
3,731
Taxation charge for the year
344,327
243,527
11
Dividends
2023
2022
£
£
Interim paid
2,000,000
Trilogy Consultants International Limited
Notes to the financial statements (continued)
For the year ended 30 November 2023
21
12
Tangible fixed assets
Fixtures and fittings
Office equipment
Total
£
£
£
Cost
At 1 December 2022
220,955
62,669
283,624
Additions
6,337
67,687
74,024
At 30 November 2023
227,292
130,356
357,648
Depreciation and impairment
At 1 December 2022
31,503
39,734
71,237
Depreciation charged in the year
55,290
25,349
80,639
At 30 November 2023
86,793
65,083
151,876
Carrying amount
At 30 November 2023
140,499
65,273
205,772
At 30 November 2022
189,452
22,935
212,387
13
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
14
7
7
14
Subsidiaries
The company owns 100% of the share capital of Trilogy International USA, Inc., a recruitment services business. The registered office of Trilogy International USA, Inc. is 9 E. Loockerman Street, Suite 311, Dover, DE 19901, USA.
Trilogy Consultants International Limited
Notes to the financial statements (continued)
For the year ended 30 November 2023
22
15
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
2,415,521
2,534,877
Amounts owed by fellow group undertakings
1,336,758
2,106,559
Other debtors
213,096
29,892
Prepayments and accrued income
4,044,374
2,897,716
8,009,749
7,569,044
2023
2022
Amounts falling due after more than one year:
£
£
Other debtors
37,854
37,854
Total debtors
8,047,603
7,606,898
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
16
Creditors: amounts falling due within one year
2023
2022
Notes
£
£
Bank loans
1,588,382
1,668,989
Trade creditors
137,833
100,417
Amounts owed to fellow group undertakings
119,936
964,445
Corporation tax
274,266
223,646
Other taxation and social security
444,387
409,813
Other creditors
110,003
166,462
Accruals and deferred income
3,384,184
3,193,802
6,058,991
6,727,574
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
Included within bank loans is £1,577,734 (2022: £1,658,341) in respect of an invoice financing facility. To secure the above invoice finance facility, the company entered in to an agreement with HSBC Invoice Finance (UK) Ltd, in January 2016. This agreement contains a fixed and floating charges over assets of the company and a negative pledge.
The company also entered into a legal assignment of contract monies with HSBC Bank Plc, in January 2016. This assignment contains a negative pledge over certain liabilities of the company.
This is further secured by way of a debenture dated January 2016, which includes a fixed and floating charge over all assets of the company and a negative pledge.
Trilogy Consultants International Limited
Notes to the financial statements (continued)
For the year ended 30 November 2023
23
17
Creditors: amounts falling due after more than one year
2023
2022
Notes
£
£
Other borrowings
19,330
29,044
During the year ended 30 November 2020, the company entered in to a fixed rate loan agreement for £50,000 with HSBC UK Bank plc attracting an annual interest of 2.5%, after one year from the date the loan was granted. The loan is due for repayment in monthly instalments and to be repaid in full by 30 October 2026. The balance at 30 November 2023 was £29,978 (2022: 39,692), with £10,648 (2022: £10,648) of this balance included in creditors falling due within one year. This lending facility is supported by the Bounce Back Loan Scheme (BBLS), managed by the British Business Bank with the financial backing of the Secretary of State for Business, Energy and Industrial Strategy.
18
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2023
2022
Balances:
£
£
Short term timing differences
(6,763)
5,211
Fixed asset timing differences
11,827
14,857
5,064
20,068
2023
Movements in the year:
£
Liability at 1 December 2022
20,068
Credit to profit or loss
(15,004)
Liability at 30 November 2023
5,064
19
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
58,794
47,272
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
Trilogy Consultants International Limited
Notes to the financial statements (continued)
For the year ended 30 November 2023
24
20
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
600
600
600
600
21
Share-based payment transactions
During the year, no (2022: 6) employees were granted share options over (2022: 2,123) A Ordinary shares of £0.01 in the parent company. Options are allocated on a discretionary basis and are subject to certain conditions as set out in the option agreements.
During the year 1 employee (2022: 2 employees) left the company and subsequently forfeited their share options. As at 30 November 2023, a total of 3 employees (2022: 4 employees) had unexercised share options over 1,140 shares (2022: 1,340 shares).
Vesting conditions for options over 502 shares (2022: nil shares) are expected to be met, therefore the company has recognised a charge of £144,788 (2022: £nil), in relation to equity settled share based payment transactions. This has been recognised as a capital contribution in other reserves.
22
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2023
2022
£
£
Within one year
162,352
162,352
Between two and five years
405,879
568,231
568,231
730,583
23
Related party transactions
During the year, the company charged connected company Quantum Six Consulting Limited a management fee of £22,971 (2022: £47,165) and also provided the entity with loans amounting to £272,363 (2022: £22,926). The company was repaid £116,680 (2022: £42,879). These loans accrued interest at a rate of 10%, amounting to £5,450 in the year (2022: £Nil). At the year end, the company was owed £213,996 (2022: £29,892). This balance is secured against client debts and is due for repayment in full by 31 January 2024.
Dividends totalling £Nil (2022: £2,000,000) were paid in the year in respect of shares held by the company's parent company, Trilogy International Holdings Limited.
The company has taken advantage of the exemption to disclose related party transactions with companies that are wholly owned within the group. The balances outstanding at the year end are disclosed in the Debtors and Creditors notes.
Trilogy Consultants International Limited
Notes to the financial statements (continued)
For the year ended 30 November 2023
25
24
Ultimate controlling party
Trilogy International Holdings Limited is the company's ultimate parent undertaking and controlling party, which prepares consolidated financial statements, that are available from its registered office - 24 Cornhill, London, EC3V 3ND.
2023-11-302022-12-01falseCCH SoftwareCCH Accounts Production 2023.300Mr Jamie BernsteinMr Ivan JacksonMr Daniel Foxfalse093297332022-12-012023-11-3009329733bus:Director12022-12-012023-11-3009329733bus:Director22022-12-012023-11-3009329733bus:Director32022-12-012023-11-3009329733bus:RegisteredOffice2022-12-012023-11-30093297332023-11-30093297332021-12-012022-11-3009329733core:RetainedEarningsAccumulatedLosses2021-12-012022-11-3009329733core:RetainedEarningsAccumulatedLosses2022-12-012023-11-30093297332022-11-3009329733core:FurnitureFittings2023-11-3009329733core:ComputerEquipment2023-11-3009329733core:FurnitureFittings2022-11-3009329733core:ComputerEquipment2022-11-3009329733core:CurrentFinancialInstrumentscore:WithinOneYear2023-11-3009329733core:CurrentFinancialInstrumentscore:WithinOneYear2022-11-3009329733core:Non-currentFinancialInstrumentscore:AfterOneYear2023-11-3009329733core:Non-currentFinancialInstrumentscore:AfterOneYear2022-11-3009329733core:CurrentFinancialInstruments2023-11-3009329733core:CurrentFinancialInstruments2022-11-3009329733core:ShareCapital2023-11-3009329733core:ShareCapital2022-11-3009329733core:OtherMiscellaneousReserve2023-11-3009329733core:OtherMiscellaneousReserve2022-11-3009329733core:RetainedEarningsAccumulatedLosses2023-11-3009329733core:RetainedEarningsAccumulatedLosses2022-11-3009329733core:ShareCapital2021-11-3009329733core:RetainedEarningsAccumulatedLosses2021-11-3009329733core:FurnitureFittings2022-12-012023-11-3009329733core:ComputerEquipment2022-12-012023-11-300932973312022-12-012023-11-300932973312021-12-012022-11-3009329733core:UKTax2022-12-012023-11-3009329733core:UKTax2021-12-012022-11-300932973322022-12-012023-11-300932973322021-12-012022-11-300932973332022-12-012023-11-300932973332021-12-012022-11-3009329733core:FurnitureFittings2022-11-3009329733core:ComputerEquipment2022-11-30093297332022-11-3009329733core:Non-currentFinancialInstruments2023-11-3009329733core:Non-currentFinancialInstruments2022-11-3009329733core:WithinOneYear2023-11-3009329733core:WithinOneYear2022-11-3009329733core:BetweenTwoFiveYears2023-11-3009329733core:BetweenTwoFiveYears2022-11-3009329733bus:PrivateLimitedCompanyLtd2022-12-012023-11-3009329733bus:FRS1022022-12-012023-11-3009329733bus:Audited2022-12-012023-11-3009329733bus:FullAccounts2022-12-012023-11-30xbrli:purexbrli:sharesiso4217:GBP