Company Registration No. 07434361 (England and Wales)
Rowan Recruitment Limited
Financial statements
for the period ended 31 March 2024
Pages for filing with the registrar
Rowan Recruitment Limited
Contents
Page
Statement of financial position
1
Notes to the financial statements
3 - 11
Rowan Recruitment Limited
Statement of financial position
As at 31 March 2024
1
31 March 2024
31 December 2022
Notes
£
£
£
£
Fixed assets
Tangible assets
5
27,310
81,216
Current assets
Debtors
6
2,484,969
1,382,085
Cash at bank and in hand
2,441,749
2,759,908
4,926,718
4,141,993
Creditors: amounts falling due within one year
7
(883,711)
(1,573,768)
Net current assets
4,043,007
2,568,225
Total assets less current liabilities
4,070,317
2,649,441
Creditors: amounts falling due after more than one year
8
(33,186)
Provisions for liabilities
(5,418)
(14,310)
Net assets
4,064,899
2,601,945
Capital and reserves
Called up share capital
10
200
200
Other reserves
163,569
112,952
Profit and loss reserves
3,901,130
2,488,793
Total equity
4,064,899
2,601,945
The directors of the company have elected not to include a copy of the income statement within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 27 November 2024 and are signed on its behalf by:
Catherine Saunderson
Director
Company Registration No. 07434361
Rowan Recruitment Limited
Statement of changes in equity
For the period ended 31 March 2024
2
Share capital
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2022
200
558
1,298,373
1,299,131
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
1,300,420
1,300,420
Dividends
-
-
(110,000)
(110,000)
Share based payment
-
112,394
112,394
Balance at 31 December 2022
200
112,952
2,488,793
2,601,945
Period ended 31 March 2024:
Profit and total comprehensive income for the period
-
-
1,474,838
1,474,838
Dividends
-
-
(62,500)
(62,500)
Share based payment
-
50,617
50,617
Balance at 31 March 2024
200
163,569
3,901,130
4,064,899
Rowan Recruitment Limited
Notes to the financial statements
For the period ended 31 March 2024
3
1
Accounting policies
Company information
Rowan Recruitment Limited is a private company limited by shares incorporated in England and Wales. The registered office is Xyz Building, 2 Hardman Boulevard, Manchester, England, M3 3AQ.
1.1
Reporting period
The comparative financial period was for the year to 31 December 2022 and is not directly comparable to the current fifteen month period ended 31 March 2024. The period end changed due to a group restructuring.
1.2
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
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, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.
1.3
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.
1.4
Turnover
Turnover is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the client.
Turnover from the supply of services represents the value of recruitment services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable. Where a contract has only been partially completed at the balance sheet date, turnover represents the fair value of the service provided to date based on the stage of completion of the contract activity at the balance sheet date. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of the creditors due within one year.
1.5
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Rowan Recruitment Limited
Notes to the financial statements (continued)
For the period ended 31 March 2024
1
Accounting policies (continued)
4
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Share issue costs
10% straight line
1.6
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
Computers
Straight line over 3-4 years
Motor vehicles
Straight line over 4 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.
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
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.
1.8
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.
Rowan Recruitment Limited
Notes to the financial statements (continued)
For the period ended 31 March 2024
1
Accounting policies (continued)
5
1.9
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.
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.
1.10
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.
1.11
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.
Rowan Recruitment Limited
Notes to the financial statements (continued)
For the period ended 31 March 2024
1
Accounting policies (continued)
6
1.12
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.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
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 using the Monte Carlo model. 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 and recorded in Other reserves.
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.
1.15
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
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.
1.16
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.
Rowan Recruitment Limited
Notes to the financial statements (continued)
For the period ended 31 March 2024
7
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.
3
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
2024
2022
Number
Number
36
30
4
Intangible fixed assets
Share issue costs
£
Cost
At 1 January 2023 and 31 March 2024
22,350
Amortisation and impairment
At 1 January 2023 and 31 March 2024
22,350
Carrying amount
At 31 March 2024
At 31 December 2022
Rowan Recruitment Limited
Notes to the financial statements (continued)
For the period ended 31 March 2024
8
5
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2023
204,067
Additions
7,313
Disposals
(113,321)
At 31 March 2024
98,059
Depreciation and impairment
At 1 January 2023
122,851
Depreciation charged in the period
43,201
Eliminated in respect of disposals
(95,303)
At 31 March 2024
70,749
Carrying amount
At 31 March 2024
27,310
At 31 December 2022
81,216
6
Debtors
2024
2022
Amounts falling due within one year:
£
£
Trade debtors
1,409,782
953,025
S455 tax recoverable
48,750
48,750
Amounts owed by group undertakings
758,733
Other debtors
267,704
380,310
2,484,969
1,382,085
7
Creditors: amounts falling due within one year
2024
2022
£
£
Bank loans
71,429
Trade creditors
74,562
116,949
Amounts owed to group undertakings
92,549
572,398
Corporation tax
51,355
330,228
Other taxation and social security
348,947
231,511
Other creditors
316,298
251,253
883,711
1,573,768
Rowan Recruitment Limited
Notes to the financial statements (continued)
For the period ended 31 March 2024
7
Creditors: amounts falling due within one year (continued)
9
There are no outstanding bank loans at year end as the Coronavirus Business Interruption Loan was paid off during the year (2022: £71,429).
Included within other creditors at the year end are pension contributions of £9,622 (2022: £25,236).
8
Creditors: amounts falling due after more than one year
2024
2022
£
£
Bank loans and overdrafts
33,186
There are no outstanding bank loans due as the Coronavirus Business Interruption Loan was paid off during the year (2022: £33,186).
9
Share-based payment transactions
During the period ended 31 March 2024, EMI share options were issued by a director and shareholder over shares of the parent company LCap Group Limited to 24 employees (2022: nil). During the period ended 31 March 2024, all share options were exercised. No share options remained outstanding at the period end.
EMI share options are allocated on a discretionary basis to employees. Share options allocated are subject to non-market vesting conditions and only become exercisable subject to the conditions set out in the option scheme rules. The options may not be exercised later than the 10th anniversary of the option agreement.
Number of share options
Weighted average exercise price
2024
2022
2024
2022
Number
Number
£
£
Outstanding at 1 January 2023
1,500,000
1,500,000
Granted
3,581,825
Exercised
(3,581,825)
Expired
(1,500,000)
Outstanding at 31 March 2024
1,500,000
Exercisable at 31 March 2024
During the period, the company recognised total share-based payment expenses of £50,617 (2022: £112,394) which related to equity settled share based payment transactions. The equity settled share based payments are recognised in other reserves.
Rowan Recruitment Limited
Notes to the financial statements (continued)
For the period ended 31 March 2024
10
10
Called up share capital
2024
2022
2024
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of 1p each
20,000
18,667
200
187
Deferred Shares of 1p each
-
1,333
-
13
20,000
20,000
200
200
The Ordinary 1p shares hold the right to attend and vote at general meetings and receive dividends. The Ordinary Shares give the right to one vote per share on a poll at general meetings and receive dividends. The Deferred Shares do not carry the right to attend or vote at general meetings or receive dividends, but do hold entitlement to £1 per share on return of capital.
In the event of return of capital (including on liquidation, capital reduction or otherwise), the assets of the Company remaining after payment of all liabilities will be applied in the following order of priority: firstly in paying to the holders of the deferred shares a sum of £1 and thereafter, in distributing the balance among the holders of the equity shares pro rata to the number of ordinary shares held.
11
Reserves
Capital redemption reserve
The nominal value of shares repurchased and still held at the end of the reporting period.
Profit and loss reserves
The cumulative profit and loss net of distributions to owners.
12
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Roger Weston
Statutory Auditors:
Saffery LLP
Date of audit report:
27 November 2024
13
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2024
2022
£
£
77,885
242,067
Rowan Recruitment Limited
Notes to the financial statements (continued)
For the period ended 31 March 2024
11
14
Related party transactions
During the year, one of the directors received dividends of £62,500 (2022: £110,000).
In the period to 31 March 2024, a Director loan account balance of £150,000 was settled. At the period end, the closing Director loan account balance was £Nil (2022: £150,000). The loan did not accrue interest and was settled upon completion of share transaction, whereby the Director's minority interest was also acquired by the immediate parent company LCap Group Limited.
During the year, management charges of £280,800 (2022: £464,735) were charged by a fellow group company.
15
Control
The immediate parent company is LCap Group Limited. The ultimate parent company is LCap Topco Limited. The company is controlled by the directors who hold a majority shareholding in the company. The directors consider there to be no one ultimate controlling party.
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