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REGISTERED NUMBER: 11722532 (England and Wales)












Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Period 28 May 2023 to 31 May 2024

for

Recruitment Acquisitions Group Limited

Recruitment Acquisitions Group Limited (Registered number: 11722532)






Contents of the Consolidated Financial Statements
for the Period 28 May 2023 to 31 May 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Consolidated Income Statement 10

Consolidated Other Comprehensive Income 11

Consolidated Statement of Financial Position 12

Company Statement of Financial Position 13

Consolidated Statement of Changes in Equity 14

Company Statement of Changes in Equity 15

Consolidated Statement of Cash Flows 16

Notes to the Consolidated Statement of Cash Flows 17

Notes to the Consolidated Financial Statements 18


Recruitment Acquisitions Group Limited

Company Information
for the Period 28 May 2023 to 31 May 2024







DIRECTORS: J R C Drake
S A Rose





REGISTERED OFFICE: 4 Fore Street
Trowbridge
BA14 8HD





REGISTERED NUMBER: 11722532 (England and Wales)





AUDITORS: Venture House Business Service Limited
Chartered Accountants and
Statutory Auditors
Venture House
Calne Road
Lyneham
Chippenham
SN15 4PP

Recruitment Acquisitions Group Limited (Registered number: 11722532)

Group Strategic Report
for the Period 28 May 2023 to 31 May 2024

The directors present their strategic report of the company and the group for the period 28 May 2023 to 31 May 2024.

REVIEW OF BUSINESS AND FUTURE DEVELOPMENT
The directors and investors focus on two main key performance indicators (KPIs), being turnover and gross profit.

The Group has traded successfully with turnover of £31,072,450, gross profit of £4,026,137 and operating loss of £221,202. The acquisitive nature of the group over the past three years has resulted in goodwill of £7,645,015 and a charge in the year for amortisation of £648,921. EBITDA is £448,149 for the period.

It has been confirmed with the Group's shareholders that after a period of consolidation there is renewed appetite to continue acquiring. Acquisition targets for the Group all operate in the blue-collar sector and the strategy where possible is to look at acquisitions that capture market share and integrate with existing businesses. In addition, the Group is looking at potential acquisitions and new branch openings in new geographies and adjacent sectors to de-risk concentration and Industry risk.

On 26th May 2023 the board of Recruitment Acquisitions Group signed a written board resolution to issue a new class of shares which are non-voting but otherwise equally ranking with other ordinary shares. These shares were issued and used as a debt for equity swap in respect of long-term loans totalling £4,453,246. This was approved by the existing shareholders.

The board had three main reasons for agreeing these measures with its funders:
1. This significantly strengthens the balance sheet of the group and consolidates the previous phase of growth where the group acquired 5 established businesses in the sector.

2. This allows the group to prepare for the next phase of growth. The board has instructed advisors to seek funding to allow it to continue to grow by way of acquisitions as the business has now demonstrated its skill in this respect.

3. The board acknowledges that the swap recognises the confidence that the investors have in the business and that their interests are better served by obtaining more equity than holding debt.

This transaction was completed on 5th July 2023 and has the effect of improving the net assets of the group by £4,453,246.

On the back of this successful debt for equity swap the Group is in discussions with one if its remaining funders who has confirmed their intention to also swap their loan for equity. This will be executed at the most recent valuation carried out for the previous swap and will further improve the Group's Balance Sheet.

On 1st November 2023 the Group acquired the business of Partners Employment European Recruitment Ltd (PEER) as a business purchase into the Skills Direct Limited trading entity. This acquisition is in line with the acquisition strategy and further bolsters Skills Direct's reputation and share of market in the South West. The acquisition occurred during the peak business period for the group and was successfully integrated with no drop off in service levels for either the new or existing customers of Skills Direct Limited. The acquisition has also proved successful financially.


Recruitment Acquisitions Group Limited (Registered number: 11722532)

Group Strategic Report
for the Period 28 May 2023 to 31 May 2024

PRINCIPAL RISKS AND UNCERTAINTIES
In common with every other business, the group aims to minimise financial risk. The measures used by the directors to manage this risk include the preparation of profit and cash flow forecasts, regular monitoring of actual performance against these forecasts and ensuring that adequate financing facilities are in place to meet the requirements of the business.

Credit Risk
Credit risk is the risk of financial loss to the group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. This is mitigated by having an invoice discount facility in place and monitoring debtors on a weekly basis. It is group policy to assess the credit risk of new customers before entering contracts. The Group has also increased the trade credit insurance coverage in the business given concerns relating to the economic downturn.

Liquidity Risk
Liquidity risk arises principally from the group's management of working capital. This risk is managed by ensuring that cash balances and headroom in the invoice discount facility are adequate to meet expected short-term requirements. A 90 day daily forecast is maintained to monitor this and the board receives a 12 month rolling cashflow projection on a monthly basis.

Operational Risk
Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the group's processes, personnel, technology and infrastructure and from external sources. The senior management team manages operational risk to balance the avoidance of financial losses and damage to reputation with overall cost effectiveness.

ON BEHALF OF THE BOARD:





J R C Drake - Director


27 February 2025

Recruitment Acquisitions Group Limited (Registered number: 11722532)

Report of the Directors
for the Period 28 May 2023 to 31 May 2024

The directors present their report with the financial statements of the company and the group for the period 28 May 2023 to 31 May 2024.

DIVIDENDS
No dividends will be distributed for the period ended 31 May 2024.

EVENTS SINCE THE END OF THE PERIOD
Information relating to events since the end of the period is given in the notes to the financial statements.

DIRECTORS
J R C Drake has held office during the whole of the period from 28 May 2023 to the date of this report.

Other changes in directors holding office are as follows:

H J Garrett - resigned 3 April 2024
S A Rose - appointed 3 April 2024

POLITICAL DONATIONS AND EXPENDITURE
No political donations were made during the year.

DISCLOSURE IN THE STRATEGIC REPORT
The company has opted to disclose some items in the Strategic Report rather than the Directors Report.

DIRECTORS' RESPONSIBILITIES STATEMENT
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.

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.

Recruitment Acquisitions Group Limited (Registered number: 11722532)

Report of the Directors
for the Period 28 May 2023 to 31 May 2024


AUDITORS
The auditors, Venture House Business Service Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





J R C Drake - Director


27 February 2025

Report of the Independent Auditors to the Members of
Recruitment Acquisitions Group Limited

Opinion
We have audited the financial statements of Recruitment Acquisitions Group Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 May 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, 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 May 2024 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.

Material uncertainty related to going concern
We draw attention to the going concern note in the financial statements. Our opinion is not modified in respect of this matter.

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.

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.

Report of the Independent Auditors to the Members of
Recruitment Acquisitions Group Limited


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 Directors' Responsibilities Statement set out on page four, 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
Recruitment Acquisitions Group 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:

Discussions were held with, and enquiries made of, management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.

The following laws and regulations were identified as being of significance to the entity: Employment law. The laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pensions legislation, and distributable profits legislation.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

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
Recruitment Acquisitions Group 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.




Christopher Baylis (Senior Statutory Auditor)
for and on behalf of Venture House Business Service Limited
Chartered Accountants and
Statutory Auditors
Venture House
Calne Road
Lyneham
Chippenham
SN15 4PP

27 February 2025

Recruitment Acquisitions Group Limited (Registered number: 11722532)

Consolidated Income Statement
for the Period 28 May 2023 to 31 May 2024

Period Period
28.5.23 1.6.22
to to
31.5.24 27.5.23
Notes £    £   

TURNOVER 31,072,450 29,735,858

Cost of sales 27,046,313 25,793,213
GROSS PROFIT 4,026,137 3,942,645

Administrative expenses 4,247,339 5,349,500
OPERATING LOSS 4 (221,202 ) (1,406,855 )

Interest receivable and similar income 119 63
(221,083 ) (1,406,792 )

Interest payable and similar expenses 6 483,326 307,373
LOSS BEFORE TAXATION (704,409 ) (1,714,165 )

Tax on loss 7 19,009 62,098
LOSS FOR THE FINANCIAL PERIOD (723,418 ) (1,776,263 )
Loss attributable to:
Owners of the parent (723,418 ) (1,776,263 )

Recruitment Acquisitions Group Limited (Registered number: 11722532)

Consolidated Other Comprehensive Income
for the Period 28 May 2023 to 31 May 2024

Period Period
28.5.23 1.6.22
to to
31.5.24 27.5.23
Notes £    £   

LOSS FOR THE PERIOD (723,418 ) (1,776,263 )


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE PERIOD

(723,418

)

(1,776,263

)

Total comprehensive income attributable to:
Owners of the parent (723,418 ) (1,776,263 )

Recruitment Acquisitions Group Limited (Registered number: 11722532)

Consolidated Statement of Financial Position
31 May 2024

31.5.24 27.5.23
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 9 3,624,337 3,751,928
Tangible assets 10 20,444 28,448
Investments 11 - -
3,644,781 3,780,376

CURRENT ASSETS
Debtors 12 5,980,339 5,409,759
Cash at bank and in hand 313,071 110,174
6,293,410 5,519,933
CREDITORS
Amounts falling due within one year 13 8,869,412 6,760,697
NET CURRENT LIABILITIES (2,576,002 ) (1,240,764 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,068,779

2,539,612

CREDITORS
Amounts falling due after more than one
year

14

(283,330

)

(5,484,246

)

PROVISIONS FOR LIABILITIES 18 (4,471 ) (4,216 )
NET ASSETS/(LIABILITIES) 780,978 (2,948,850 )

CAPITAL AND RESERVES
Called up share capital 19 136 102
Share premium 20 4,453,212 -
Retained earnings 20 (3,672,370 ) (2,948,952 )
SHAREHOLDERS' FUNDS 780,978 (2,948,850 )

The financial statements were approved by the Board of Directors and authorised for issue on 27 February 2025 and were signed on its behalf by:





J R C Drake - Director


Recruitment Acquisitions Group Limited (Registered number: 11722532)

Company Statement of Financial Position
31 May 2024

31.5.24 27.5.23
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 9 - -
Tangible assets 10 - -
Investments 11 5,142,429 5,142,429
5,142,429 5,142,429

CURRENT ASSETS
Debtors 12 10 50,410
Cash at bank 82 82
92 50,492
CREDITORS
Amounts falling due within one year 13 4,544,949 3,698,674
NET CURRENT LIABILITIES (4,544,857 ) (3,648,182 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

597,572

1,494,247

CREDITORS
Amounts falling due after more than one
year

14

200,000

5,484,246
NET ASSETS/(LIABILITIES) 397,572 (3,989,999 )

CAPITAL AND RESERVES
Called up share capital 19 136 102
Share premium 20 4,453,212 -
Retained earnings 20 (4,055,776 ) (3,990,101 )
SHAREHOLDERS' FUNDS 397,572 (3,989,999 )

Company's loss for the financial year (65,675 ) (1,692,199 )

The financial statements were approved by the Board of Directors and authorised for issue on 27 February 2025 and were signed on its behalf by:





J R C Drake - Director


Recruitment Acquisitions Group Limited (Registered number: 11722532)

Consolidated Statement of Changes in Equity
for the Period 28 May 2023 to 31 May 2024

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1 June 2022 102 (1,172,689 ) - (1,172,587 )

Changes in equity
Total comprehensive income - (1,776,263 ) - (1,776,263 )
Balance at 27 May 2023 102 (2,948,952 ) - (2,948,850 )

Changes in equity
Issue of share capital 34 - 4,453,212 4,453,246
Total comprehensive income - (723,418 ) - (723,418 )
Balance at 31 May 2024 136 (3,672,370 ) 4,453,212 780,978

Recruitment Acquisitions Group Limited (Registered number: 11722532)

Company Statement of Changes in Equity
for the Period 28 May 2023 to 31 May 2024

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1 June 2022 102 (2,297,902 ) - (2,297,800 )

Changes in equity
Total comprehensive income - (1,692,199 ) - (1,692,199 )
Balance at 27 May 2023 102 (3,990,101 ) - (3,989,999 )

Changes in equity
Issue of share capital 34 - 4,453,212 4,453,246
Total comprehensive income - (65,675 ) - (65,675 )
Balance at 31 May 2024 136 (4,055,776 ) 4,453,212 397,572

Recruitment Acquisitions Group Limited (Registered number: 11722532)

Consolidated Statement of Cash Flows
for the Period 28 May 2023 to 31 May 2024

Period Period
28.5.23 1.6.22
to to
31.5.24 27.5.23
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 770,984 (100,567 )
Interest paid (483,326 ) (307,373 )
Tax paid (240,231 ) (20,631 )
Deferred Taxation 255 768
Net cash from operating activities 47,682 (427,803 )

Cash flows from investing activities
Purchase of intangible fixed assets (521,330 ) (11,275 )
Purchase of tangible fixed assets (2,901 ) (6,647 )
Interest received 119 63
Net cash from investing activities (524,112 ) (17,859 )

Cash flows from financing activities
Loan repayments in year (3,773,919 ) (138,877 )
Amounts written off in the year - (102,603 )
Share issue 4,453,246 -
Forfeit share options - 200,000
Net cash from financing activities 679,327 (41,480 )

Increase/(decrease) in cash and cash equivalents 202,897 (487,142 )
Cash and cash equivalents at beginning
of period

2

110,174

597,316

Cash and cash equivalents at end of
period

2

313,071

110,174

Recruitment Acquisitions Group Limited (Registered number: 11722532)

Notes to the Consolidated Statement of Cash Flows
for the Period 28 May 2023 to 31 May 2024

1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period Period
28.5.23 1.6.22
to to
31.5.24 27.5.23
£    £   
Loss before taxation (704,409 ) (1,714,165 )
Depreciation charges 659,827 2,069,322
Loss on disposal of fixed assets - 2,586
Finance costs 483,326 307,373
Finance income (119 ) (63 )
438,625 665,053
(Increase)/decrease in trade and other debtors (570,580 ) 63,472
Increase/(decrease) in trade and other creditors 902,939 (829,092 )
Cash generated from operations 770,984 (100,567 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Period ended 31 May 2024
31.5.24 28.5.23
£    £   
Cash and cash equivalents 313,071 110,174
Period ended 27 May 2023
27.5.23 1.6.22
£    £   
Cash and cash equivalents 110,174 597,316


3. ANALYSIS OF CHANGES IN NET DEBT

At 28.5.23 Cash flow At 31.5.24
£    £    £   
Net cash
Cash at bank and in hand 110,174 202,897 313,071
110,174 202,897 313,071
Debt
Debts falling due within 1 year (3,263,947 ) (1,426,998 ) (4,690,945 )
Debts falling due after 1 year (5,484,246 ) 5,200,916 (283,330 )
(8,748,193 ) 3,773,918 (4,974,275 )
Total (8,638,019 ) 3,976,815 (4,661,204 )

Recruitment Acquisitions Group Limited (Registered number: 11722532)

Notes to the Consolidated Financial Statements
for the Period 28 May 2023 to 31 May 2024

1. STATUTORY INFORMATION

Recruitment Acquisitions Group 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
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions
The group has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirement of paragraph 3.17(d).

With respect to the parent company cashflow statement.

Basis of consolidation
The Group and all its subsidiary undertakings are consolidated. Intercompany transactions and balances among Group companies are eliminated in full. The results and fair values of the assets and liabilities of undertakings acquired are consolidated from the date on which the Group gains control. Business combinations are accounted for using the purchase method of accounting under FRS 102, Section 19 Business Combinations. In the balance sheet, the acquiree’s identifiable assets, liabilities and contingent liabilities are initially recognised at fair value at the date of acquisition (which is the date on which control is passed to the parent). The results of the acquired operations are included in the consolidated profit and loss account from the date of acquisition.

Significant judgements and estimates
In the application of the company's accounting policies, which are described in note 2, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying 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 on going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Impairment of investments and goodwill
Goodwill arising on business combinations is amortised over its useful economic life, currently estimated by the group as 10 years. The amortisation charge is sensitive to changes in the estimated useful economic life. Goodwill is reviewed with reference to budgets and forecast and compared to its recoverable value with adjustment made if necessary.

The cost of investments on the parent company balance sheet are reviewed with reference to budgeted and forecast profitability of the subsidiaries and impairment in the cost of investment reflected if necessary.

Recruitment Acquisitions Group Limited (Registered number: 11722532)

Notes to the Consolidated Financial Statements - continued
for the Period 28 May 2023 to 31 May 2024

2. ACCOUNTING POLICIES - continued

Turnover
Turnover is recognised at the fair value of the consideration received or receivable for 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 and settlement discounts.

Turnover from temporary assigment sales are predominantly recognised on a weekly basis corresponding with the assignment week and fees arising from the placement of permanent staff are recognised on the signing of the employment contract.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of companies between 2018 and 2022, is being amortized evenly over its estimated useful life of ten years.

Goodwill is also included relating to the aquisition of the trade and assets of Partners Employment European Recruitment Ltd by Skills Direct Ltd during the year ended 31 May 2024. This acqusition is being amortized evenly over its estimated useful life of three years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Fixtures and fittings - 33% on cost, 25% on cost, 25% on reducing balance, 20% on cost and 20% on reducing balance
Motor vehicles - 25% on cost, 20% on cost and 10% on reducing balance
Computer equipment - 25% on reducing balance and 20% on cost

Financial instruments
The group has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.

Basic financial assets, including trade and other receivables and cash and bank balances, are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method.

Basic financial liabilities, including trade and other payables, bank loans and loans from fellow group companies, 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 receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

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

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 statement of financial position date.


Recruitment Acquisitions Group Limited (Registered number: 11722532)

Notes to the Consolidated Financial Statements - continued
for the Period 28 May 2023 to 31 May 2024

2. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Investment in subsidiary undertakings
Investments in subsidiary undertakings are recongnised at cost, less any subsequent impairment.

3. EMPLOYEES AND DIRECTORS
Period Period
28.5.23 1.6.22
to to
31.5.24 27.5.23
£    £   
Wages and salaries 26,583,385 25,303,508
Social security costs 2,148,300 1,997,697
Other pension costs 246,057 265,751
28,977,742 27,566,956

The average number of employees during the period was as follows:
Period Period
28.5.23 1.6.22
to to
31.5.24 27.5.23

Administration 50 44

Period Period
28.5.23 1.6.22
to to
31.5.24 27.5.23
£    £   
Directors' remuneration 228,215 59,985
Directors' pension contributions to money purchase schemes 3,838 10,899

Recruitment Acquisitions Group Limited (Registered number: 11722532)

Notes to the Consolidated Financial Statements - continued
for the Period 28 May 2023 to 31 May 2024

3. EMPLOYEES AND DIRECTORS - continued

Information regarding the highest paid director for the period ended 31 May 2024 is as follows:
Period
28.5.23
to
31.5.24
£   
Emoluments etc 94,255
Pension contributions to money purchase schemes 1,963

There are no wages and salaries in the parent company.

4. OPERATING LOSS

The operating loss is stated after charging:

Period Period
28.5.23 1.6.22
to to
31.5.24 27.5.23
£    £   
Hire of plant and machinery 90,430 56,448
Other operating leases 113,630 150,390
Depreciation - owned assets 10,905 26,163
Loss on disposal of fixed assets - 2,586
Goodwill amortisation 648,921 2,043,160
Auditors' remuneration 43,800 46,150
Auditors' remuneration for non audit work 21,850 21,000
Foreign exchange differences 365 61

5. EXCEPTIONAL ITEMS
Period Period
28.5.23 1.6.22
to to
31.5.24 27.5.23
£    £   
Exceptional items (9,524 ) 101,015

This relates to amounts written off loans due to/from a subsidiary which did not trade during the year. This subsidiary has been sold post year end but the net assets of the subsidiary have been written off in the current year; this amount is also included in the amount above.

The comparative relates to amounts due to investors written off during the year, including an amount for interest previously charged on a loan.

Recruitment Acquisitions Group Limited (Registered number: 11722532)

Notes to the Consolidated Financial Statements - continued
for the Period 28 May 2023 to 31 May 2024

6. INTEREST PAYABLE AND SIMILAR EXPENSES
Period Period
28.5.23 1.6.22
to to
31.5.24 27.5.23
£    £   
Factoring charges 387,648 281,396
Interest payable 95,678 25,977
483,326 307,373

7. TAXATION

Analysis of the tax charge
The tax charge on the loss for the period was as follows:
Period Period
28.5.23 1.6.22
to to
31.5.24 27.5.23
£    £   
Current tax:
UK corporation tax 18,754 62,866

Deferred tax 255 (768 )
Tax on loss 19,009 62,098

Reconciliation of total tax charge 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:

Period Period
28.5.23 1.6.22
to to
31.5.24 27.5.23
£    £   
Loss before tax (704,409 ) (1,714,165 )
Loss multiplied by the standard rate of corporation tax in the UK of 25 %
(2023 - 19 %)

(176,102

)

(325,691

)

Effects of:
Expenses not deductible for tax purposes 195,366 382,812
Capital allowances in excess of depreciation (255 ) (768 )
Adjustments to tax charge in respect of previous periods - 5,745
Total tax charge 19,009 62,098

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.


Recruitment Acquisitions Group Limited (Registered number: 11722532)

Notes to the Consolidated Financial Statements - continued
for the Period 28 May 2023 to 31 May 2024

9. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
At 28 May 2023 7,123,685
Additions 521,330
At 31 May 2024 7,645,015
AMORTISATION
At 28 May 2023 3,371,757
Amortisation for period 648,921
At 31 May 2024 4,020,678
NET BOOK VALUE
At 31 May 2024 3,624,337
At 27 May 2023 3,751,928

The goodwill was acquired as part of the acquisition of Skills Direct Limited on 8 June 2021, C&H Agency Limited on 4 November 2021 (see note on Business Combinations for more information) and the recruitment division of TPSG Procurement Limited. The goodwill is amortised on a straight-line basis over a useful life of 10 years.

On 1st November 2023 the Group aquired the business of Partners Employment European Recruitment Ltd, the additions for the year relate to this acquisition. The goodwill is amortised on a straight line basis over a useful life of 3 years.

10. TANGIBLE FIXED ASSETS

Group
Improvements Fixtures
to and Motor Computer
property fittings vehicles equipment Totals
£    £    £    £    £   
COST
At 28 May 2023 20,000 305,316 13,750 37,941 377,007
Additions - - - 2,901 2,901
At 31 May 2024 20,000 305,316 13,750 40,842 379,908
DEPRECIATION
At 28 May 2023 20,000 296,871 13,750 17,938 348,559
Charge for period - 2,741 - 8,164 10,905
At 31 May 2024 20,000 299,612 13,750 26,102 359,464
NET BOOK VALUE
At 31 May 2024 - 5,704 - 14,740 20,444
At 27 May 2023 - 8,445 - 20,003 28,448

Recruitment Acquisitions Group Limited (Registered number: 11722532)

Notes to the Consolidated Financial Statements - continued
for the Period 28 May 2023 to 31 May 2024

11. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 28 May 2023
and 31 May 2024 5,142,429
NET BOOK VALUE
At 31 May 2024 5,142,429
At 27 May 2023 5,142,429

The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiaries

C&D Group Limited
Registered office: 4 Fore Street, Trowbridge, England, BA14 8HD
Nature of business: Recruitment Agency
%
Class of shares: holding
Ordinary 100.00

Travis Hughes Limited
Registered office: 4 Fore Street, Trowbridge, England, BA14 8HD
Nature of business: Recruitment Agency
%
Class of shares: holding
Ordinary 100.00

Priory Personnel Limited
Registered office: Mit Barn Writtle Road, Margaretting, Ingatestone, England, CM4 0EL
Nature of business: Recruitment Agency
%
Class of shares: holding
Ordinary 100.00

C&H Agency Limited
Registered office: 4 Fore Street, Trowbridge, England, BA14 8HD
Nature of business: Recruitment Agency
%
Class of shares: holding
Ordinary 100.00

Skills Direct Limited
Registered office: 4 Fore Street, Trowbridge, England, BA14 8HD
Nature of business: Recruitment Agency
%
Class of shares: holding
Ordinary 100.00

Recruitment Acquisitions Group Limited (Registered number: 11722532)

Notes to the Consolidated Financial Statements - continued
for the Period 28 May 2023 to 31 May 2024

11. FIXED ASSET INVESTMENTS - continued


12. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.5.24 27.5.23 31.5.24 27.5.23
£    £    £    £   
Trade debtors 5,653,268 5,059,293 - -
Other debtors 269,720 286,695 10 50,410
Prepayments and accrued income 57,351 63,771 - -
5,980,339 5,409,759 10 50,410

Debt factoring is in place over the trade debtors of the Group. Liabilities of £3,643,275 (2023: £3,063,947) are recognised in creditors in association with this.

13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.5.24 27.5.23 31.5.24 27.5.23
£    £    £    £   
Bank loans and overdrafts (see note 15) 3,643,275 3,063,947 - -
Other loans (see note 15) 1,047,670 200,000 931,000 200,000
Trade creditors 83,080 233,400 - -
Amounts owed to group undertakings - - 3,600,747 3,264,998
Tax 1,225 222,447 - -
Social security and other taxes 777,302 561,837 - -
VAT 1,807,526 942,584 - -
Other creditors 766,518 705,756 - 50,400
Accruals and deferred income 742,816 830,726 13,202 183,276
8,869,412 6,760,697 4,544,949 3,698,674

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

Group Company
31.5.24 27.5.23 31.5.24 27.5.23
£    £    £    £   
Other loans (see note 15) 283,330 5,484,246 200,000 5,484,246

Recruitment Acquisitions Group Limited (Registered number: 11722532)

Notes to the Consolidated Financial Statements - continued
for the Period 28 May 2023 to 31 May 2024

15. LOANS

An analysis of the maturity of loans is given below:

Group Company
31.5.24 27.5.23 31.5.24 27.5.23
£    £    £    £   
Amounts falling due within one year or on demand:
Bank loans 3,643,275 3,063,947 - -
Other loans 1,047,670 200,000 931,000 200,000
4,690,945 3,263,947 931,000 200,000
Amounts falling due between two and five years:
Other loans - 2-5 years 283,330 5,484,246 200,000 5,484,246

Current and long term other loans includes a loan with a 7% interest rate which is being repaid monthly.

Other loans due within one year includes interest free loans of £625,000 which is repayable on demand.

Last year the bank loans figure included £200,000 of a guarantee held by the factoring company. The guarantee of £200,000 is shown in other debtors this year. The comparatives have been amended to reflect this revised treatment.

16. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable operating leases
31.5.24 27.5.23
£    £   
Within one year 160,194 125,632
Between one and five years 228,660 180,003
388,854 305,635

17. SECURED DEBTS

Security in the form of a fixed and floating charge over the assets of the Group in respect of group factoring debt of £3,643,275.

18. PROVISIONS FOR LIABILITIES

Group
31.5.24 27.5.23
£    £   
Deferred tax
Accelerated capital allowances 4,471 4,216

Recruitment Acquisitions Group Limited (Registered number: 11722532)

Notes to the Consolidated Financial Statements - continued
for the Period 28 May 2023 to 31 May 2024

18. PROVISIONS FOR LIABILITIES - continued

Group
Deferred
tax
£   
Balance at 28 May 2023 4,216
Provided during period 255
Balance at 31 May 2024 4,471

19. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.5.24 27.5.23
value: £    £   
34 Ordinary B £1 34 -

Allotted and issued:
Number: Class: Nominal 31.5.24 27.5.23
value: £    £   
102 Share capital 1 £1 102 102

During the year 34 ordinary B shares were issued.

33 shares were issued at a premium of £130,976 and 1 share was issued at a premium of £131,004.

These shares were issued as a debt for equity swap in respect of long-term loans totalling £4,453,246.

20. RESERVES

Group
Retained Share
earnings premium Totals
£    £    £   

At 28 May 2023 (2,948,952 ) - (2,948,952 )
Deficit for the period (723,418 ) (723,418 )
Cash share issue - 4,453,212 4,453,212
At 31 May 2024 (3,672,370 ) 4,453,212 780,842

Recruitment Acquisitions Group Limited (Registered number: 11722532)

Notes to the Consolidated Financial Statements - continued
for the Period 28 May 2023 to 31 May 2024

20. RESERVES - continued

Company
Retained Share
earnings premium Totals
£    £    £   

At 28 May 2023 (3,990,101 ) - (3,990,101 )
Deficit for the period (65,675 ) (65,675 )
Cash share issue - 4,453,212 4,453,212
At 31 May 2024 (4,055,776 ) 4,453,212 397,436


21. PARENT COMPANY

Fedelta Holdings Limited is regarded by the directors as being the company's ultimate parent company.

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.

During the year the group paid consultancy fees of £64,000 (2023: £171,250) to companies controlled by directors.

Purchases of NIL (2023: £210,319) were made by one of the subsidiary companies to a company controlled by its director with a balance due at the year end of NIL (2023 NIL).

The group paid rent of £16,200 (2023: £37,853) to a company controlled by a shareholder.

Interest of £72,000 (2023: £24,000 was paid by the group during the year on a loan from a trust beneficiary. At the year end there was a balance £1,131,000 (2023: £1,231,000) due to the trust beneficiary.

Bad debts includes £8,133 which was due from a director. This amount was written off when they resigned.

23. POST BALANCE SHEET EVENTS

It is the intention of the directors that a further debt for equity swap will take place in respect of long term debt of £625,000. It is hoped that this will take place before 31 May 2025.

In January 2025 it was agreed to sell the shares in two subsidiaries, C&D Group Limited and Priory Personnel Limited outside of the group.

Recruitment Acquisitions Group Limited (Registered number: 11722532)

Notes to the Consolidated Financial Statements - continued
for the Period 28 May 2023 to 31 May 2024

24. GOING CONCERN

The net assets of the group increased to £780,978 due primarily to the conversion of £4,453,246 of long term debt to equity which has resulted in a net asset position.

The directors have given consideration to the continual changes and volatility within this sector and the effect on the ongoing trade of the business. The directors will continue to review the trade position and react accordingly.

The directors believe that the business has sufficient prospect of trade and access to funding to continue to trade for a period of no less than twelve months from the approval of these accounts and accordingly the accounts have been prepared on a going concern basis.