Company Registration No. 02897462 (England and Wales)
JUST GLOBAL UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
JUST GLOBAL UK LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
7 - 9
Profit and loss account
10
Group statement of comprehensive income
11
Group balance sheet
12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 30
JUST GLOBAL UK LIMITED
COMPANY INFORMATION
Directors
Mr J Parente
Mr B D Friesen
Mr M J Simcock
Mr M Wanstall
(Appointed 25 August 2023)
Secretary
J Troiano
(Appointed 25 August 2023)
Company number
02897462
Registered office
York House
18 York Road
Maidenhead
Berkshire
SL6 1SF
Auditor
Shaw Gibbs (Audit) Limited
264 Banbury Road
Oxford
OX2 7DY
Bankers
Lloyds Bank
3 Burkes Parade
Beaconsfield
Bucks
HP9 1NR
Solicitors
Ellisons Solicitors
Whetherstead Park
The Street
Whetherstead
Suffolk
IP9 2BJ
JUST GLOBAL UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -

1. Introduction

 

This report highlights the financial and operational performance of the group for the year ended 31 March 2024. It provides an overview of the group’s financial results, strategic priorities, market environment, and key risks.

2. Business Overview and Strategic Objectives

 

The group is a marketing and media services provider, catering to technology companies primarily in the business-to-business sector. Its services include creative marketing solutions, strategy, and media campaigns across several key geographic markets: the UK, Australia, and Singapore.

Strategic Objectives for Growth:

3. Business Performance Overview

 

3.1 Key Financial Metrics

 

Metric

2024 (£)

2023 (£)

% Change

Turnover

18,585,128

14,390,194

+29.1%

Gross Profit

6,552,302

6,705,038

-2.3%

Operating (Loss)/Profit

(1,178,260)

494,832

N/A

(Loss)/Profit After Tax

(1,178,260)

393,217

N/A

Cash at Bank and in Hand

1,438,030

2,182,533

-34.1%

3.2 Segment Performance by Geography

4. Analysis of Operating Performance

JUST GLOBAL UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -

5. Cash Flow and Working Capital Analysis

 

6. Principal Risks and Uncertainties

The group is exposed to various risks that could impact its operations and financial performance.

Key risks include:

Risk

Description

Mitigation

Market Risk

Exposure to changes in global technology markets.

Market diversification across regions.

Foreign Exchange Risk

Volatility in currency rates affecting international revenue.

Use of hedging strategies and monitoring currency fluctuations.

Cost Inflation

Rising service delivery costs affecting margins.

Supplier negotiations and internal cost controls.

Talent Retention

Risk of losing key personnel as the group grows.

Competitive compensation packages and retention plans.

 

7. Strategic Initiatives and Outlook

7.1 Digital Transformation

7.2 Sustainability and ESG

The group integrates ESG principles into its core operations, ensuring sustainable growth and positive societal impact.

Environmental Responsibility:
The group is committed to minimizing its carbon footprint through a digital-first business model and remote workforce. Sustainable practices focus on energy conservation, responsible resource use, and compliance with environmental regulations.

Social Initiatives:
Through the Just Cares program, employees engage in volunteerism and community service with 24 hours of paid volunteer leave annually. Internal initiatives, such as the Women at Just Global group, foster diversity, inclusion, and support for underrepresented groups.

Governance and Monitoring:
The ESG committee under senior leadership ensures transparency, ethical compliance, and accountability through regular progress tracking. The group emphasizes proactive risk management and adherence to its Code of Ethics.

JUST GLOBAL UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -

8. Going Concern Considerations

Despite the net liability position of £1.14M as of 31 March 2024, the directors have reviewed the group’s operational cash flows and financial support from its parent company and believe the group will continue as a going concern for the foreseeable future.

9. Post Balance Sheet Events

On 17 July 2024, Trilliad announced the acquisition of Just Global Inc, the parent company for the group. This acquisition aligns with Trilliad’s mission to create a Growth Services Provider that bridges marketing and sales operations for global enterprise B2B brands. Just Global’s proven expertise in integrated strategy, media, and analytics solutions complements Trilliad’s broader vision of optimizing marketing and sales effectiveness globally.

The existing leadership team at Just Global, including CEO Brandon Friesen, will continue to manage operations under the Trilliad umbrella. The acquisition further enhances Just Global’s ability to deliver innovative marketing services and expand its influence as a global leader in B2B marketing. This is Trilliad’s second acquisition in 2024, following its recent addition of Sercante, a CRM consultancy and execution business.

10. Conclusion

The financial year ending 31 March 2024 has been challenging for the group, primarily due to rising costs and exchange losses. However, with strong revenue growth and strategic initiatives aimed at improving operational efficiency, the group is well-positioned for long-term recovery and sustainable growth.

On behalf of the board

Mr M Wanstall
Director
27 March 2025
JUST GLOBAL UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 4 -

The directors present their annual report and financial statements for the year ended 31 March 2024.

Principal activities

The principal activity of the company and group continued to be that of the supply of media and creative marketing services to technology companies in the business to business sector.

Results and dividends

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

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

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

Mr J Parente
Ms E J Brinkert
(Resigned 25 August 2023)
Mr B D Friesen
Mr M J Simcock
Mr M Wanstall
(Appointed 25 August 2023)
Post reporting date events

Subsequent to the year-end of 31 March 2024, Just Global Inc entered into an agreement for its acquisition by Trilliad LLC, with Trilliad LLC acquiring 100% of the shares of Just Global Inc. As a result of this acquisition, Just Global UK Limited is now under the control of Trilliad LLC, who is the new ultimate parent.

Auditor

In accordance with the company's articles, a resolution proposing that be reappointed as auditor of the group will be put at a General Meeting.

Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

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

 

 

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

JUST GLOBAL UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 5 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Going concern

The financial statements have been prepared on the going concern basis, refer to accounting policy note 1.4.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Mr M Wanstall
Director
27 March 2025
JUST GLOBAL UK LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024
- 6 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

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

 

 

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

JUST GLOBAL UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF JUST GLOBAL UK LIMITED
- 7 -
Opinion

We have audited the financial statements of Just Global UK Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

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

Conclusions relating to going concern

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

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

JUST GLOBAL UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF JUST GLOBAL UK LIMITED
- 8 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

 

  1. At the planning stage of the audit we gain an understanding of the laws and regulations which apply to the company and how the management seek to comply with those laws regulations. This helps us to plan appropriate risk assessments.

  2. During the audit we focused on relevant risk areas and review the compliance with the laws and regulations by making relevant enquiries and undertaking corroboration, for example by reviewing Board Minutes and other documentation.

     

  3. We assessed the risk of material misstatement in the financial statements including as a result of fraud and undertook procedures including:

    1. Reviewing the controls set in place by management

    2. Making enquiries of management as to whether they consider fraud or other irregularity may have taken place, or where such opportunity might exist

    3. Challenging management assumptions with regard to accounting estimates

    4. Identifying and testing journal entries, particularly those which appear to be unusual by size or nature

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation

JUST GLOBAL UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF JUST GLOBAL UK LIMITED
- 9 -

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

Other matters which we are required to address

The comparative figures are unaudited.

Use of our report

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

Stephen Howard Neal
Senior Statutory Auditor
For and on behalf of
28 March 2025
Shaw Gibbs (Audit) Limited
Chartered Certified Accountants
264 Banbury Road
Statutory Auditor
Oxford
OX2 7DY
JUST GLOBAL UK LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2024
- 10 -
2024
2023
Notes
£
£
Turnover
3
18,585,128
14,390,194
Cost of sales
(12,032,826)
(7,685,156)
Gross profit
6,552,302
6,705,038
Administrative expenses
(7,730,562)
(6,210,680)
Other operating income
-
474
Operating (loss)/profit
4
(1,178,260)
494,832
Interest payable and similar expenses
8
-
0
307
(Loss)/profit before taxation
(1,178,260)
495,139
Tax on (loss)/profit
9
129,818
(101,922)
(Loss)/profit for the financial year
(1,048,442)
393,217
(Loss)/profit for the financial year is all attributable to the owners of the parent company.
JUST GLOBAL UK LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 11 -
2024
2023
£
£
(Loss)/profit for the year
(1,048,442)
393,217
Other comprehensive income
Currency translation gain/(loss) taken to retained earnings
21,359
(3,547)
Cash flow hedges gain arising in the year
-
0
-
0
Total comprehensive income for the year
(1,027,083)
389,670
Total comprehensive income for the year is all attributable to the owners of the parent company.
JUST GLOBAL UK LIMITED
GROUP BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
10
35,788
49,537
Current assets
Debtors
13
3,025,223
8,527,810
Cash at bank and in hand
1,438,030
2,182,533
4,463,253
10,710,343
Creditors: amounts falling due within one year
14
(5,511,688)
(10,745,444)
Net current liabilities
(1,048,435)
(35,101)
Total assets less current liabilities
(1,012,647)
14,436
Provisions for liabilities
Deferred tax liability
15
2,471
2,471
(2,471)
(2,471)
Net (liabilities)/assets
(1,015,118)
11,965
Capital and reserves
Called up share capital
17
10,534
10,534
Profit and loss reserves
(1,025,652)
1,431
Total equity
(1,015,118)
11,965

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 27 March 2025 and are signed on its behalf by:
27 March 2025
Mr M Wanstall
Director
Company registration number 02897462 (England and Wales)
JUST GLOBAL UK LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2024
31 March 2024
- 13 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
10
35,734
49,185
Investments
11
290
290
36,024
49,475
Current assets
Debtors
13
2,282,284
7,611,936
Cash at bank and in hand
705,255
1,265,489
2,987,539
8,877,425
Creditors: amounts falling due within one year
14
(3,431,563)
(8,411,917)
Net current (liabilities)/assets
(444,024)
465,508
Total assets less current liabilities
(408,000)
514,983
Provisions for liabilities
Deferred tax liability
15
2,471
2,471
(2,471)
(2,471)
Net (liabilities)/assets
(410,471)
512,512
Capital and reserves
Called up share capital
17
10,533
10,533
Profit and loss reserves
(421,004)
501,979
Total equity
(410,471)
512,512

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £922,982 (2023 - £549,744 profit).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 27 March 2025 and are signed on its behalf by:
27 March 2025
Mr M Wanstall
Director
Company registration number 02897462 (England and Wales)
JUST GLOBAL UK LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 14 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 April 2022
10,534
(388,239)
(377,705)
Year ended 31 March 2023:
Profit for the year
-
393,217
393,217
Other comprehensive income:
Currency translation differences
-
(3,547)
(3,547)
Total comprehensive income
-
389,670
389,670
Balance at 31 March 2023
10,534
1,431
11,965
Year ended 31 March 2024:
Loss for the year
-
(1,048,442)
(1,048,442)
Other comprehensive income:
Currency translation differences
-
21,359
21,359
Total comprehensive income
-
(1,027,083)
(1,027,083)
Balance at 31 March 2024
10,534
(1,025,652)
(1,015,118)
JUST GLOBAL UK LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 15 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 April 2022
10,533
(47,766)
(37,233)
Year ended 31 March 2023:
Profit and total comprehensive income for the year
-
549,745
549,745
Balance at 31 March 2023
10,533
501,979
512,512
Year ended 31 March 2024:
Profit and total comprehensive income
-
(922,983)
(922,983)
Balance at 31 March 2024
10,533
(421,004)
(410,471)
JUST GLOBAL UK LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024
- 16 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
21
(631,528)
366,551
Interest paid
-
0
307
Income taxes (paid)/refunded
(129,773)
2,632
Net cash (outflow)/inflow from operating activities
(761,301)
369,490
Investing activities
Purchase of tangible fixed assets
(4,561)
(23,426)
Net cash used in investing activities
(4,561)
(23,426)
Net (decrease)/increase in cash and cash equivalents
(765,862)
346,064
Cash and cash equivalents at beginning of year
2,182,533
1,840,016
Effect of foreign exchange rates
21,359
(3,547)
Cash and cash equivalents at end of year
1,438,030
2,182,533
JUST GLOBAL UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 17 -
1
Accounting policies
Company information

Just Global UK Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is York House, 18 York Road, Maidenhead, Berkshire, SL6 1SF.

 

The group consists of Just Global UK Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Business combinations

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

 

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

JUST GLOBAL UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 18 -
1.3
Basis of consolidation

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

 

All financial statements are made up to 31 March 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

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

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

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

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

 

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

 

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

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The company also continues to receive financial support from its parent company. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

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

 

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

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

JUST GLOBAL UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 19 -

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered. Advance billings to customers are treated as deferred income until the outcome of the project can be assessed with reasonable certainty, at which time deferred income is released to turnover to reflect the proportion of work completed. Excess progress payments are included in current liabilities as deferred income.

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:

Leasehold improvements
Lease term
Computers
20% straight line

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

1.7
Fixed asset investments

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

 

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

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

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

 

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

 

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

 

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

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

JUST GLOBAL UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 20 -
1.8
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

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

1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.10
Financial instruments

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

 

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

 

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

Basic financial assets

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

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.

1.11
Equity instruments

Equity instruments issued by the group 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 group.

JUST GLOBAL UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 21 -
1.12
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

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

 

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

1.13
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.

1.14
Retirement benefits

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

1.15
Leases

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

1.16
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.

JUST GLOBAL UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 22 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Debtor provision

At each balance sheet date the directors of the company consider the recoverability of trade and other

debtors and record provisions for any bad or doubtful debts. Such decisions are based on discussions with

debtors and experience including comparisons of the relative age of accounts and consideration of actual

write-off history.

 

The actual level of debt collected subsequently may differ from the estimated levels of recovery and could

impact future operating results positively or negatively.

Treatment of long term contracts

Recognition of revenue and profit in regard to long-term contracts is based on judgements made in respect of the ultimate profitability that project. Such judgements are arrived at through the use of estimates in relation to the costs and value of work performed to date and to be performed in bringing contracts to completion. These estimates are made by reference to surveys of progress on each contract, changes in the scope of work undertaken and the contractual terms under which the work is being performed. Consideration is also given to the recoverability of any unagreed income from variations to contracts and the external certification of the work performed.

 

Revenue is recognised in line with the stage of completion percentage. The stage of completion percentage is based on either cost, the passage of time or milestones depending on the specific type of the long term contract.

 

Similarly, where the company receives payments on account in advance of the associated work being performed then the directors of the company exercise judgement in identifying these and requiring the necessary adjustments to be made to the accounts.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Accounting standards require that the company makes provision in the accounts for expected liabilities to

which the company was contracted at the period end date. Such provisions may include dilapidation costs,

staff costs or costs associated with the continuation of the company's trade. Both the amount and maturity

of these liabilities could be different from those estimated.

JUST GLOBAL UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 23 -
3
Turnover
2024
2023
£
£
Turnover analysed by geographical market
UK
11,363,108
10,643,566
Australia
1,828,255
2,297,205
Singapore
5,393,765
1,449,423
18,585,128
14,390,194
4
Operating (loss)/profit
2024
2023
£
£
Operating (loss)/profit for the year is stated after charging:
Exchange losses
196,870
81,759
Fees payable to the group's auditor for the audit of the group's financial statements
35,000
-
Fees payable to the company's auditor for the audit of the company's financial statements
-
20,000
Depreciation of owned tangible fixed assets
18,310
35,507
Operating lease charges
394,067
209,708
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
35,000
-
Audit of the financial statements of the company
-
20,000
35,000
20,000
6
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
84
69
70
55
JUST GLOBAL UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
6
Employees
(Continued)
- 24 -

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
5,602,373
4,343,459
4,625,344
3,166,485
Social security costs
581,124
452,110
524,210
379,973
Pension costs
249,779
321,328
209,486
275,598
6,433,276
5,116,897
5,359,040
3,822,056
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
327,917
220,000
Company pension contributions to defined contribution schemes
20,030
10,905
347,947
230,905
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
220,000
220,000
Company pension contributions to defined contribution schemes
10,801
10,905
8
Interest payable and similar expenses
2024
2023
£
£
Other interest on financial liabilities
-
(307)
9
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
(129,818)
129,775
Adjustments in respect of prior periods
-
0
(30,324)
Total current tax
(129,818)
99,451
JUST GLOBAL UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
9
Taxation
2024
2023
£
£
(Continued)
- 25 -
Deferred tax
Origination and reversal of timing differences
-
0
2,471
Total tax (credit)/charge
(129,818)
101,922

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

2024
2023
£
£
(Loss)/profit before taxation
(1,178,260)
495,139
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
(294,565)
94,076
Tax effect of expenses that are not deductible in determining taxable profit
5,497
-
0
Adjustments in respect of prior years
(129,818)
-
0
Foreign exchange differences
-
0
7,846
Fixed asset differences
2,341
-
0
Other permanent differences
12
-
0
Losses carried back
170,813
-
0
Movement in deferred tax not recognised
84,537
-
0
Non-UK consolidated profits not subject to UK tax
31,365
-
Taxation (credit)/charge
(129,818)
101,922
JUST GLOBAL UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 26 -
10
Tangible fixed assets
Group
Leasehold improvements
Computers
Total
£
£
£
Cost
At 1 April 2023
14,029
62,111
76,140
Additions
1,140
3,421
4,561
Disposals
-
0
(1,040)
(1,040)
At 31 March 2024
15,169
64,492
79,661
Depreciation and impairment
At 1 April 2023
-
0
26,603
26,603
Depreciation charged in the year
9,365
8,945
18,310
Eliminated in respect of disposals
-
0
(1,040)
(1,040)
At 31 March 2024
9,365
34,508
43,873
Carrying amount
At 31 March 2024
5,804
29,984
35,788
At 31 March 2023
14,029
35,508
49,537
Company
Leasehold improvements
Computers
Total
£
£
£
Cost
At 1 April 2023
14,029
59,951
73,980
Additions
1,140
3,421
4,561
At 31 March 2024
15,169
63,372
78,541
Depreciation and impairment
At 1 April 2023
-
0
24,795
24,795
Depreciation charged in the year
9,365
8,647
18,012
At 31 March 2024
9,365
33,442
42,807
Carrying amount
At 31 March 2024
5,804
29,930
35,734
At 31 March 2023
14,029
35,156
49,185
JUST GLOBAL UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 27 -
11
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
12
-
0
-
0
290
290
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 April 2023 and 31 March 2024
290
Carrying amount
At 31 March 2024
290
At 31 March 2023
290
12
Subsidiaries

Details of the company's subsidiaries at 31 March 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Enigma Marketing PTE LTD
22 Malaca Street, #03-02 RB Capital Building, Singapore, 048980
Ordinary
100.00
Enigma Marketing Pty Ltd
Suite 1, Level 12, 222 Pitt Street, Sydney, Australia, NSW, 2000
Ordinary
100.00
13
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,366,775
1,880,026
1,753,651
1,352,928
Corporation tax recoverable
129,816
-
0
129,816
-
0
Amounts owed by group undertakings
48,209
5,790,075
33,407
5,952,393
Other debtors
98,288
138,841
69,561
111,310
Prepayments and accrued income
382,135
718,868
295,849
195,305
3,025,223
8,527,810
2,282,284
7,611,936

Work in progress balances for the group amounting to £309,760 (2023 : £672,550) and for the company amounting to £232,060 (2023: £161,178) are included in the prepayments and accrued income balance.

JUST GLOBAL UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 28 -
14
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Trade creditors
1,109,403
1,125,826
406,377
929,103
Amounts owed to group undertakings
1,379,653
4,551,871
863,558
4,686,160
Corporation tax payable
-
0
129,775
-
0
129,775
Other taxation and social security
11,687
205,759
11,687
205,759
Other creditors
9,227
20,367
9,227
20,367
Accruals and deferred income
3,001,718
4,711,846
2,140,714
2,440,753
5,511,688
10,745,444
3,431,563
8,411,917

Deferred income balances for the group amounting to £2,735,401 (2023: £3,280,309) and for the company amounting to £1,953,972 (2023: £1,661,613) are included in the accruals and deferred income balance.

15
Deferred taxation

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

Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
2,471
2,471
Liabilities
Liabilities
2024
2023
Company
£
£
Accelerated capital allowances
2,471
2,471
There were no deferred tax movements in the year.

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

16
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
249,779
321,328

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

JUST GLOBAL UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 29 -
17
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of 0.1p each
6,532,574
6,532,574
6,533
6,533
Ordinary B shares of 0.1p each
4,000,000
4,000,000
4,000
4,000
10,532,574
10,532,574
10,533
10,533
18
Operating lease commitments
Lessee

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

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
249,223
180,692
234,251
180,692
Between two and five years
21,000
-
21,000
-
270,223
180,692
255,251
180,692
19
Events after the reporting date

Subsequent to the year-end of 31 March 2024, Just Global Inc entered into an agreement for its acquisition by Trilliad LLC, with Trilliad LLC acquiring 100% of the shares of Just Global Inc. As a result of this acquisition, Just Global UK Limited is now under the control of Trilliad LLC, who is the new ultimate parent.

20
Related party transactions
Transactions with related parties

In accordance with FRS102 paragraph 33.1A, the exemption has been taken from disclosing transactions and balances with group companies on the basis that every subsidiary that is party to such transactions is wholly owned by Just Global UK Limited.

 

Included within amounts owed by group undertakings in debtors due within one year is £33,407 due to a related company. Included within amounts owed to group undertakings in creditors due within one year is £834,122 due to a related company.

Other information

No guarantees have been given or received.

JUST GLOBAL UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 30 -
21
Cash (absorbed by)/generated from group operations
2024
2023
£
£
(Loss)/profit for the year after tax
(1,048,442)
393,217
Adjustments for:
Taxation (credited)/charged
(129,818)
101,922
Finance costs
-
0
(307)
Depreciation and impairment of tangible fixed assets
18,310
35,507
Movements in working capital:
Decrease/(increase) in debtors
5,632,403
(4,910,786)
(Decrease)/increase in creditors
(5,103,981)
4,746,998
Cash (absorbed by)/generated from operations
(631,528)
366,551
22
Analysis of changes in net funds - group
1 April 2023
Cash flows
Exchange rate movements
31 March 2024
£
£
£
£
Cash at bank and in hand
2,182,533
(765,862)
21,359
1,438,030
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