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REGISTERED NUMBER: 14486945 (England and Wales)















GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD 15 NOVEMBER 2022 TO 31 DECEMBER 2023

FOR

MAJAR HOLDCO LIMITED

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
for the period 15 November 2022 to 31 December 2023










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 5

Report of the Independent Auditors 7

Consolidated Income Statement 11

Consolidated Other Comprehensive Income 12

Consolidated Balance Sheet 13

Company Balance Sheet 14

Consolidated Statement of Changes in Equity 15

Company Statement of Changes in Equity 16

Consolidated Cash Flow Statement 17

Notes to the Consolidated Cash Flow Statement 18

Notes to the Consolidated Financial Statements 19


MAJAR HOLDCO LIMITED

COMPANY INFORMATION
for the period 15 November 2022 to 31 December 2023







DIRECTORS: R J Gratton
Mrs J Lucy
J W Parsons
Ms R Rolo
B Shanmugam





REGISTERED OFFICE: 81 Rivington Street
London
EC2A 3AY





REGISTERED NUMBER: 14486945 (England and Wales)





AUDITORS: Thorne Lancaster Parker
Chartered Accountants &
Statutory Auditors
5th Floor
Palladium House
1-4 Argyll Street
London
W1F 7TA

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

GROUP STRATEGIC REPORT
for the period 15 November 2022 to 31 December 2023


The directors present their strategic report of the company and the group for the period 15 November 2022 to 31 December 2023.

REVIEW OF BUSINESS
On 1 January 2023 - Majar Group was formed through the combination of Arrows Group and Major Players - two leading recruitment and consultancy businesses operating in synergistic markets. Major Players is a leading UK recruitment agency for digital, creative and design talent whilst Arrows group operates in the technology consulting and Technology recruitment space with offices in the UK, Germany and the Netherlands. The rationales for the business combination were:

- to drive sales synergies as most digital transformation projects require technical development and creative and design talent to bring projects to fruition, and
- to achieve cost synergies through the sharing of back office costs such as finance, marketing, HR as well as property and other infrastructure costs, and
- to give Major Players a platform to grow their brand in the German and Dutch markets utilising the existing infrastructure, client contacts and legal knowledge of Arrows Group that has operated in those geographies for several years
- to share and utilise expertise possessed by each business for the greater good of the enlarged group.

Whilst the Board are satisfied with the progress made on the above objectives, it must be noted that the Group was formed in the midst of one of the most severe downturns in recruitment market conditions experienced in the last decade or so outside of the pandemic - which as noted below - severely impacted the performance and profitability of the Group in 2023.

The Group experienced difficult trading conditions which continued throughout the entirety of 2023. High inflation, rising interest rates, global conflicts in Ukraine and the Middle East, rolling strike action across critical industries and uncertainty as to the UK government's effectiveness led to companies being unable to raise cost effective funding and/or cancelling or holding back on investment until the outlook looks more stable. This combined with employees being unwilling to change jobs in such uncertain times led to a severe downturn in demand for recruitment services particularly permanent hiring and affected the Group's performance in 2023.

The Board took an early decision to reduce the cost base of the business through a carefully managed cost reduction programme, as sales improvement would be difficult to deliver in such difficult trading conditions. As part of this programme, The Board took the decision to close 2 businesses, Boosta Limited and Caissa Europe GmbH as they were most severely affected by the economic downturn.

However, the Board also sanctioned investments in a vital part of it's long term strategy - being the growth of its UK based Technology Consultancy, Build Circle Limited. The Build Circle business opens up the Group's access to a wider customer base by being able to offer full service technology consulting solutions along with our existing expertise in acquiring skilled technology resources whilst also being able to support project expansion for Build Circle customers through access to our talent expertise.

The Board were pleased with Build Circle's growth and profitability in 2023 which helped sustain operations of the Group.

The Board believe the results for the year to 31 December 2023 represented acceptable performance in highly volatile market conditions and that the cost reduction programme delivered throughout 2023 along with the invested growth of Build Circle will allow the Group to operate profitably in 2024 and beyond.


MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

GROUP STRATEGIC REPORT
for the period 15 November 2022 to 31 December 2023

PRINCIPAL RISKS AND UNCERTAINTIES
Market and economy risk
The recruitment and talent management industries are considered cyclical sectors prone to downturns in certain sectors or geographies. The Group's market expertise across a broad range of expertise and geographies achieved through the combination of Major Players and Arrows Group allows for a better balanced portfolio of dependencies which minimises such risk. In addition businesses throughout the UK and Europe continue to digitise their offerings to reach more markets and embrace cost saving and disruptive technologies to deliver better services, which can now be served by the group through its Build Circle brand.

Brexit
With an established operation in Amsterdam and Berlin able to serve all of the EU if required - the Group is adequately protected from a 'hard' Brexit. At present most of the London offices' revenues are delivered to end clients in the UK and all of the Amsterdam's and Berlin's office revenues are derived from continental European clients.

Credit Risk
The Group is exposed to the risk of payment default by its customers. The Group undertakes standard activities to minimise this risk including credit checking, regular reviews of outstanding balances and routine reviews with our clients.

Liquidity Risk
The Group finances its operations through retained earnings and a £6m confidential invoice discounting facility. Cashflow headroom is monitored on a weekly basis and forecast out for a rolling 3 months on a detailed basis and 12 months on a summary basis, allowing Management to plan for investment activities based on the forecast headroom and take corrective action in plenty of time should it be required.

Currency Risk
The Group employs natural hedging wherever possible by matching its revenues to costs in the same currency. Group currently operates in 2 currencies, GBP and Euros and the Group's financing facilities are provided in both these currencies. The Board regularly review the requirement for transfers between its 2 trading entities and if required are prepared to hedge such transfers to protect against currency risk.

PERFORMANCE AND FINANCIAL POSITION
On a consolidated Group basis, turnover in the year to 31 December 2023 was £38m and gross profit of £10m delivered at a gross profit margin of 26.7%.

Operating losses from continuing operations was approximately £1.15m
.
The Group continues to enjoy an excellent relationship with the Royal bank of Scotland who have provided the Group with a confidential invoice discounting facility of £6m which gives the Group sufficient working and investment capital to allow the Group to meet its growth ambitions for the foreseeable future.

The Group had net assets excluding directors loan notes of approximately £1.96m at 31 December 2023 which the Board consider to be an adequate financial position.


MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

GROUP STRATEGIC REPORT
for the period 15 November 2022 to 31 December 2023

KEY PERFORMANCE INDICATORS
KPI December 2023
Gross Profit % 26.7%
Operating ratio % 31.9%
EBITDA from continuing operations £(297,282)
Gross profit per employee £71,763


ON BEHALF OF THE BOARD:




J W Parsons - Director


4 October 2024

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

REPORT OF THE DIRECTORS
for the period 15 November 2022 to 31 December 2023


The directors present their report with the financial statements of the company and the group for the period 15 November 2022 to 31 December 2023.

INCORPORATION
The group was incorporated on 15 November 2022 and commenced trading on 1 January 2023.

DIVIDENDS
No dividends will be distributed for the period ended 31 December 2023.

DIRECTORS
The directors who have held office during the period from 15 November 2022 to the date of this report are as follows:

R J Gratton - appointed 1 January 2023
Mrs J Lucy - appointed 1 January 2023
J W Parsons - appointed 15 November 2022
Ms R Rolo - appointed 1 January 2023
C D A Sell - appointed 15 November 2022
B Shanmugam - appointed 1 January 2023

C D A Sell ceased to be a director after 31 December 2023 but prior to the date of this report.

All the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting.

GOING CONCERN
The financial statements have been prepared on a going concern basis based upon a detailed cash flow forecast through to 30 September 2025. The cashflow model is based upon current levels of productivity and modest fee earner headcount growth through the forecast period. In addition, management have built in several costs into the budget which can be scaled back if gross profit performance is below the levels forecast. In addition, the Group has a rolling £6m invoice discounting facility with the Royal Bank of Scotland, which gives sufficient headroom for at least the next 12 months. Management have carried out "what if" scenario testing on the cash flow forecast (reduction in gross profit through the forecast period and an increase in the debtor days of the Group) and are confident that the Group has sufficient cash flow headroom to be a going concern.

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

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

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

REPORT OF THE DIRECTORS
for the period 15 November 2022 to 31 December 2023


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

AUDITORS
The auditors, Thorne Lancaster Parker, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





J W Parsons - Director


4 October 2024

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
MAJAR HOLDCO LIMITED


Opinion
We have audited the financial statements of Majar Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2023 and of the group's loss for the period then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

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

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

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

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

Emphasis of matter
We draw attention to note 2 in the financial statements, concerning the company's ability to continue as a going concern. At 31 December 2023 the group had net current liabilities of £2,439,779 and is reliant on the support of the directors to meet its liabilities as they fall due. As stated in the note, the events or conditions, along with the other matters as set forth in the note indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in this respect.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, 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 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
MAJAR HOLDCO LIMITED


Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
MAJAR HOLDCO LIMITED


Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach was as follows:
- We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and Group and determined that the most significant are those that relate to the reporting framework (FRS 102 and the Companies Act 2006) and compliance with the relevant direct and indirect tax regulation in the United Kingdom. In addition, the Company and Group have to comply with laws and regulations relating to its operations, including UK employment laws, health and safety, and GDPR.

- We understood how Majar Holdco Limited is complying with those frameworks by making enquires with management and those charged with governance to understand how the Company and Group maintains and communicates policies and procedures in these areas. We understood any controls put in place by management to reduce the opportunities of fraudulent transactions.

- We assessed the susceptibility of the Company's and Goup's financial statements to material misstatements including how fraud might occur through internal team conversations and inquiry of management and those charged with governance. Through these procedures we determined there to be a risk of management override associated with revenue and a fraud risk around transactions at the year end. We have performed tests of detail, including understanding of the nature of the transactions, verifying that the margin is appropriate, and verifying the clerical accuracy of the revenue recognised. In relation to management override, we selected a sample from the entire population of journals, including manual journals, identifying specific transactions which did not meet our expectations, in order to investigate, understand and agree to source documentation. We selected a sample of revenue transactions recorded before the year end and obtain documentation to verify that revenue adjustments had been recorded in the appropriate period.

- Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved verifying that material transactions are recorded in compliance with FRS102 and where appropriate Companies Act 2006. Compliance with other operational laws and regulations were covered through our inquiry with no indication of non-compliance identified.

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

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
MAJAR HOLDCO LIMITED


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Neil R Usher (Senior Statutory Auditor)
for and on behalf of Thorne Lancaster Parker
Chartered Accountants &
Statutory Auditors
5th Floor
Palladium House
1-4 Argyll Street
London
W1F 7TA

4 October 2024

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

CONSOLIDATED INCOME STATEMENT
for the period 15 November 2022 to 31 December 2023

2023 2023 2023
Continuing Discontinued Total
Notes £    £    £   

REVENUE 3 35,761,713 1,512,241 37,273,954
Cost of sales (27,310,918 ) - (27,310,918 )
GROSS PROFIT 8,450,795 1,512,241 9,963,036

Administrative expenses (9,427,299 ) (2,409,848 ) (11,837,147 )

OPERATING LOSS 5 (976,504 ) (897,607 ) (1,874,111 )

Interest receivable and similar income 777 13 790
Interest payable and similar expenses 6 (302,057 ) (2,321 ) (304,378 )
LOSS BEFORE TAXATION (1,277,784 ) (899,915 ) (2,177,699 )
Tax on loss 7 132,560 (9,034 ) 123,526
LOSS FOR THE FINANCIAL PERIOD (1,145,224 ) (908,949 ) (2,054,173 )
Loss attributable to:
Owners of the parent (2,054,173 )

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
for the period 15 November 2022 to 31 December 2023

Notes £   

LOSS FOR THE PERIOD (2,054,173 )


OTHER COMPREHENSIVE INCOME -
TOTAL COMPREHENSIVE INCOME FOR
THE PERIOD

(2,054,173

)

Total comprehensive income attributable to:
Owners of the parent (2,054,173 )

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

CONSOLIDATED BALANCE SHEET
31 December 2023

Notes £   
FIXED ASSETS
Intangible assets 10 4,183,314
Property, plant and equipment 11 131,389
Investments 12 85,025
4,399,728

CURRENT ASSETS
Debtors 13 5,887,878
Cash at bank and in hand 103,407
5,991,285
CREDITORS
Amounts falling due within one year 14 (8,431,064 )
NET CURRENT LIABILITIES (2,439,779 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,959,949

CREDITORS
Amounts falling due after more than one year 15 (3,923,121 )
NET LIABILITIES (1,963,172 )

CAPITAL AND RESERVES
Called up share capital 19 91,001
Retained earnings 20 (2,054,173 )
SHAREHOLDERS' FUNDS (1,963,172 )

The financial statements were approved by the Board of Directors and authorised for issue on 4 October 2024 and were signed on its behalf by:





J W Parsons - Director


MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

COMPANY BALANCE SHEET
31 December 2023

Notes £   
FIXED ASSETS
Intangible assets 10 -
Property, plant and equipment 11 -
Investments 12 3,393,549
3,393,549

CURRENT ASSETS
Debtors 13 573,810

CREDITORS
Amounts falling due within one year 14 (318,659 )
NET CURRENT ASSETS 255,151
TOTAL ASSETS LESS CURRENT
LIABILITIES

3,648,700

CREDITORS
Amounts falling due after more than one year 15 (3,855,413 )
NET LIABILITIES (206,713 )

CAPITAL AND RESERVES
Called up share capital 19 91,001
Retained earnings 20 (297,714 )
SHAREHOLDERS' FUNDS (206,713 )

Company's loss for the financial year (297,714 )

The financial statements were approved by the Board of Directors and authorised for issue on 4 October 2024 and were signed on its behalf by:





J W Parsons - Director


MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the period 15 November 2022 to 31 December 2023

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Issue of share capital 91,001 - 91,001
Total comprehensive income - (2,054,173 ) (2,054,173 )
Balance at 31 December 2023 91,001 (2,054,173 ) (1,963,172 )

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

COMPANY STATEMENT OF CHANGES IN EQUITY
for the period 15 November 2022 to 31 December 2023

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Issue of share capital 91,001 - 91,001
Total comprehensive income - (297,714 ) (297,714 )
Balance at 31 December 2023 91,001 (297,714 ) (206,713 )

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

CONSOLIDATED CASH FLOW STATEMENT
for the period 15 November 2022 to 31 December 2023

Notes £   
Cash flows from operating activities
Cash generated from operations 1 1,480,780
Interest paid (304,378 )
Tax paid (54,394 )
Net cash from operating activities 1,122,008

Cash flows from investing activities
Purchase of intangible fixed assets (18,270 )
Purchase of tangible fixed assets (40,807 )
Purchase of subsidiaries (1,000,000 )
Cash acquired with subsidiaries 659,244
Interest received 790
Net cash from investing activities (399,043 )

Cash flows from financing activities
Loan repayments in year (666,574 )
Amount introduced by directors 648,643
Cashflow from invoice financing (601,627 )
Net cash from financing activities (619,558 )

Increase in cash and cash equivalents 103,407
Cash and cash equivalents at beginning of
period

2

-

Cash and cash equivalents at end of period 2 103,407

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
for the period 15 November 2022 to 31 December 2023


1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
£   
Loss before taxation (2,177,699 )
Depreciation charges 696,854
Finance costs 304,378
Finance income (790 )
(1,177,257 )
Increase in trade and other debtors (5,601,891 )
Increase in trade and other creditors 8,259,928
Cash generated from operations 1,480,780

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Period ended 31 December 2023
31.12.23 15.11.22
£    £   
Cash and cash equivalents 103,407 -


3. ANALYSIS OF CHANGES IN NET DEBT

At 15.11.22 Cash flow At 31.12.23
£    £    £   
Net cash
Cash at bank and in hand - 103,407 103,407
- 103,407 103,407
Debt
Debts falling due within 1 year - (132,256 ) (132,256 )
Debts falling due after 1 year - (3,923,121 ) (3,923,121 )
- (4,055,377 ) (4,055,377 )
Total - (3,951,970 ) (3,951,970 )

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period 15 November 2022 to 31 December 2023


1. STATUTORY INFORMATION

Majar Holdco Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's
accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006
and has not presented its own Statement of Comprehensive Income in these financial statements. The following principal accounting policies have been applied:

Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the
Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase
method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent
liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations
are included in the Consolidated income statement from the date on which control is obtained. They are
deconsolidated from the date control ceases.

Going concern
The financial statements have been prepared on a going concern basis based upon a detailed cash flow forecast through to 30 September 2025. The cashflow model is based upon current levels of productivity and modest fee earner headcount growth through the forecast period. In addition, management have built in several costs into the budget which can be scaled back if gross profit performance is below the levels forecast. In addition, the Group has a rolling £6m invoice discounting facility with the Royal Bank of Scotland, which gives sufficient headroom for at least the next 12 months. Management have carried out "what if" scenario testing on the cash flow forecast (reduction in gross profit through the forecast period and an increase in the debtor days of the Group) and are confident that the Group has sufficient cash flow headroom to be a going concern.

Critical accounting judgements and key sources of estimation uncertainty
Management have not made significant judgments in the preparation of these financial statements apart from the bad debt provisions against trade debtors. This is determined by assessing the risk of changes in client and trading mix and applying this risk level to turnover. Management assess this policy on a quarterly basis.

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the period 15 November 2022 to 31 December 2023


2. ACCOUNTING POLICIES - continued

Turnover
Turnover comprises the fair value of the consideration received or receivable for the provision of services
provided in the ordinary course of the Group’s activities. Turnover is shown net of value added tax and other
sales-related taxes, returns, rebates and discounts and after elimination of sales within the Group.

Contract turnover for the supply of professional services, which is mainly based on the number of hours/days
worked by a contractor, is recognised when the service has been provided. Turnover earned but not invoiced at year end is accrued and included in ‘Accrued income’.

Turnover from permanent placements is recognised at the time the individual starts employment and a
provision is made for possible cancellation of placement shortly after the start date.

Revenue from retained assignments is recognised on completion of certain pre-agreed stages of the service.
Fees received for the service are non-refundable. Where non-refundable set up or commitment fees are
receivable, these are recognised at the commencement of the project.

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

Computer software is being amortised evenly over its estimated useful life of nil years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Improvements to property - Over the term of the lease
Plant and machinery - at varying rates on cost
Fixtures and fittings - 25% on cost and 20% on cost
Motor vehicles - 20% on cost
Computer equipment - 33% on cost

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

Current or deferred taxation assets and liabilities are not discounted.

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

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

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

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

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

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the period 15 November 2022 to 31 December 2023


2. ACCOUNTING POLICIES - continued

Pensions
The Group operates a defined contribution pension scheme for employees. The assets of the scheme are held separately from those of the Group Company. The annual contributions payable are charged to the Group statement of income as they become payable in accordance with the rules of the scheme.

Financed receivables
Trade debtors are subject to a financing agreement where advances received are based on secured against
trade debtors.

Where the Company has retained significant benefits and risks relating to the financed debts, separate
presentation is adopted whereby the gross debts and a corresponding liability in respect of the advance
received are shown separately on the statement of financial position. The interest element of the finance
charges is recognised as it accrues and is included in the statement of income with other interest charges.

Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary
assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the
statement of financial position date. All differences are taken to the income statement

Financial instruments
The Group only enters into basic financial instrument transactions that result in the recognition of financial
assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans
to related parties and investments in ordinary shares.

3. REVENUE

The revenue and loss before taxation are attributable to the one principal activity of the group.

An analysis of revenue by geographical market is given below:

£   
United Kingdom 33,444,367
Europe 3,829,587
37,273,954

4. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 137.

£   
Directors' remuneration 680,950

Information regarding the highest paid director is as follows:
£   
Emoluments etc 179,328

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the period 15 November 2022 to 31 December 2023


5. OPERATING LOSS

The operating loss is stated after charging:

£   
Depreciation - owned assets 192,117
Goodwill amortisation 454,277
Computer software amortisation 50,460
Auditors' remuneration 31,202
Foreign exchange differences 39,934

6. INTEREST PAYABLE AND SIMILAR EXPENSES
£   
Bank loan interest 18,664
Other loan interest 285,714
304,378

7. TAXATION

Analysis of the tax credit
The tax credit on the loss for the period was as follows:
£   
Current tax:
Foreign tax 9,033

Deferred tax (132,559 )
Tax on loss (123,526 )

Reconciliation of total tax credit included in profit and loss
The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below:

£   
Loss before tax (2,177,699 )
Loss multiplied by the standard rate of corporation tax in the UK of 25 % (544,425 )

Effects of:
Expenses not deductible for tax purposes 122,114
Depreciation in excess of capital allowances 48,589
Deferred tax (132,599 )
Losses carried forward 509,567
Foreign tax 9,033
Group relief (135,805 )
Total tax credit (123,526 )

The group has losses carried forward of £1,520,659. A deferred tax asset of £204,824 has been recognised in these financial statements.

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the period 15 November 2022 to 31 December 2023


8. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


9. DISCONTINUED ACTIVITIES

Discontinued activities relate to entities which ceased to trade in December 2023.

10. INTANGIBLE FIXED ASSETS

Group
Computer
Goodwill software Totals
£    £    £   
COST
Additions 4,542,761 18,270 4,561,031
Disposals - (10,620 ) (10,620 )
Reclassification/transfer - 132,535 132,535
At 31 December 2023 4,542,761 140,185 4,682,946
AMORTISATION
Amortisation for period 454,277 50,460 504,737
Eliminated on disposal - (5,105 ) (5,105 )
At 31 December 2023 454,277 45,355 499,632
NET BOOK VALUE
At 31 December 2023 4,088,484 94,830 4,183,314

11. PROPERTY, PLANT AND EQUIPMENT

Group
Improvements Fixtures
to Plant and and
property machinery fittings
£    £    £   
COST
Additions 1,330 22,468 13,068
Disposals - - -
Acquired with subsidiaries 50,314 112,713 32,704
At 31 December 2023 51,644 135,181 45,772
DEPRECIATION
Charge for period 46,453 77,793 17,068
Eliminated on disposal - - -
At 31 December 2023 46,453 77,793 17,068
NET BOOK VALUE
At 31 December 2023 5,191 57,388 28,704

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the period 15 November 2022 to 31 December 2023


11. PROPERTY, PLANT AND EQUIPMENT - continued

Group

Motor Computer
vehicles equipment Totals
£    £    £   
COST
Additions - 3,941 40,807
Disposals - (10,223 ) (10,223 )
Acquired with subsidiaries 15,685 71,282 282,698
At 31 December 2023 15,685 65,000 313,282
DEPRECIATION
Charge for period 15,685 35,118 192,117
Eliminated on disposal - (10,224 ) (10,224 )
At 31 December 2023 15,685 24,894 181,893
NET BOOK VALUE
At 31 December 2023 - 40,106 131,389

12. FIXED ASSET INVESTMENTS

Group
Unlisted
investments
£   
COST
Acquired with subsidiaries 85,025
At 31 December 2023 85,025
NET BOOK VALUE
At 31 December 2023 85,025
Company
Shares in
group
undertakings
£   
COST
Additions 3,393,549
At 31 December 2023 3,393,549
NET BOOK VALUE
At 31 December 2023 3,393,549


MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the period 15 November 2022 to 31 December 2023


12. FIXED ASSET INVESTMENTS - continued


Direct subsidiary undertakings

The following were direct subsidiary undertakings of the Company:



Name

Registered office
Class of
shares

Holding
Arrow Group Global Limited 81 Rivington Street, London,
EC2A 3AY
Ordinary 100%
Arrow Group Professional Limited 81 Rivington Street, London,
EC2A 3AY
Ordinary 100%
Arrow group BV Herengracht 545,
1017BW,Amsterdam
Ordinary 100%
Arrows Group GmbH Theresienhöhe 28,
80339München
Ordinary 100%
Arrows Global Services India Private Limited 47 Delhi Jaipur Rd, UdyogVilhar
Phase IV, Gurgaon122015
Ordinary 100%
Boosta Limited 81 Rivington Street, London,
EC2A 3AY
Ordinary 100%
Build Circle Limited 81 Rivington Street, London,
EC2A 3AY
Ordinary 100%
Caissa Europe GmbH (100% subsidiary of Caissa
Ltd)
Friedrichstr. 68,10117
Berlin,Germany
Ordinary 100%
Charmwish Limited 81 Rivington Street, London,
EC2A 3AY
Ordinary 100%
Major Players Limited 81 Rivington Street, London,
EC2A 3AY
Ordinary 100%

The following subsidiaries are exempt from the requirements of the UK Companies Act 2006 relating to the audit of individual accounts by virtue of s479A of the Act.
- Boosta Limited
- Caissa Limited

Other fixed asset investments
Name Registered office Class of
share
Holding
Unibeez Ltd The Station House, 15Station
Road, St Ives,Cambridgeshire,
UnitedKingdom, PE27 5BH
Ordinary 2.09%
Elective Technology Ltd 2 Infirmary Street,
Leeds,England, LS1 2JP
Ordinary 3.65%

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the period 15 November 2022 to 31 December 2023


13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


Group Company
£    £   
Trade debtors 5,262,976 -
Amounts owed by group undertakings - 573,810
Other debtors 81,354 -
Tax 204,824 -
Prepayments and accrued income 338,724 -
5,887,878 573,810

Trade debtors have been pledged as security against amounts due in respect of financed trade receivables.

Group debtors are unsecured, interest free and repayable on demand.

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


Group Company
£    £   
Bank loans and overdrafts (see note 16) 132,256 -
Trade creditors 2,493,567 40,946
Tax 38,880 -
Social security and other taxes 477,223 -
Other creditors 486,650 265,713
Invoice financing 3,805,781 -
Accruals and deferred income 996,707 12,000
8,431,064 318,659

Invoice discounting facilities are secured against the underlying trade receivables.

The bank loan was secured over the assets of the Company.

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR


Group Company
£    £   
Bank loans (see note 16) 67,708 -
Other loans (see note 16) 3,855,413 3,855,413
3,923,121 3,855,413

The bank loan is solely in relation to a Coronavirus Business Interruption Loan, which was entered into in April 2020. The loan was interest free for the first 12 months then interest has been charged at 3% above the base rate. The final payment date is 48 months after the loan was drawn.

The bank loan was secured over the assets of the Company.

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the period 15 November 2022 to 31 December 2023


16. LOANS

An analysis of the maturity of loans is given below:


Group Company
£    £   
Amounts falling due within one year or on demand:
Bank loans 132,256 -
Amounts falling due between one and two years:
Bank loans - 1-2 years 62,500 -
Amounts falling due between two and five years:
Bank loans - 2-5 years 5,208 -
Other loans - 2-5 years 3,855,413 3,855,413
3,860,621 3,855,413

17. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non- cancellable operating leases
£   
Within one year 305,204
Between one and five years 573,000
878,204

18. SECURED DEBTS

Included within creditors due in more than one year are secured loan notes with J Gratton and J Parsons totalling £3,855,413. Interest is charged at a fixed rate of 8%. The loan notes are due for repayment in 2026.

19. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal
value: £   
80,727 Ordinary £1 80,727
10,274 Ordinary A £1 10,274
91,001

The following shares were allotted and fully paid for cash at par during the period:

80,725 Ordinary shares of £1 each
10,274 Ordinary A shares of £1 each

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the period 15 November 2022 to 31 December 2023


19. CALLED UP SHARE CAPITAL - continued

The A Ordinary shares do not confer the right to receive notice or attend, speak or vote at any general meeting of the company. The Ordinary and A Ordinary shares rank pari passu in all other respects.

20. RESERVES

Group
Retained
earnings
£   

Deficit for the period (2,054,173 )
At 31 December 2023 (2,054,173 )

Company
Retained
earnings
£   

Deficit for the period (297,714 )
At 31 December 2023 (297,714 )


21. PENSION COMMITMENTS

The pension cost charge represents contributions payable to the defined contributions scheme operated by the Group. The charge amounted to £313,748 and there was £15,072 outstanding at the period end.

22. RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

23. ULTIMATE CONTROLLING PARTY

There is no ultimate controlling party.

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the period 15 November 2022 to 31 December 2023


24. BUSINESS COMBINATION

On 1st January 2023 the Group acquired 100% of the share capital of Arrows Group Global Limited and Charmwish Limited, in a share for share exchange. Management have estimated the useful life of the goodwill arising on consolidation to be 10 years. The synergies and expertise of the combined group is expected to drive growth and profitability.

Recognised amounts of identifiable assets acquired and liability assumed.


Book value Adjustment Fair value
£,000 £,000 £,000
Intangible assets 666 (505 ) 161
Tangible fixed assets 285 285
Investments 85 85
Trade & other receivables 7,798 7,798
Trade & other payables (10,138 ) (10,138 )
Cash and cash equivalents 659 659
(644 ) (545 ) (1,150 )

Goodwill 4,543
Acquisition consideration 3,393