Company Registration No. 07398383 (England and Wales)
OCNR (EMEA) Limited
Annual report and
group financial statements
for the period ended 31 March 2024
OCNR (EMEA) Limited
Company information
Directors
Mr Rory Dwyer
Mr Sean Flynn
Mr Jason Howlett
Mr Mark Thomas
Company number
07398383
Registered office
S2 Mill House Centre
108 Commercial Road
Totton, Southampton
Hampshire
SO40 3AE
Independent auditor
Saffery LLP
71 Queen Victoria Street
London
EC4V 4BE
OCNR (EMEA) Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Group statement of comprehensive income
9
Group statement of financial position
10
Company statement of financial position
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 30
OCNR (EMEA) Limited
Strategic report
For the year ended 31 March 2024
1

The directors present the strategic report for the year ended 31 March 2024.

Review of the business

The directors aim to provide a balanced and comprehensive review of the development and performance of the business during the year and its position at the year end. The review is consistent with the size and non-complex nature of the business and is written in the context of the risks and uncertainties faced.

The group has increased its year-on-year revenue and a continued strong profitability all round, increasing our financial market position locally and globally.

During the year, private equity firm Mobeus invested £9.5m in a combined debt and equity package to become a significant minority shareholder in the Group and support the strategic growth of the business.

Mobeus’s investment will enable the business to extend its coverage across Europe and North America by pursuing an accelerated hiring strategy, whilst continuing to be a specialist in its core brands, Oracle, SAP & Microsoft contract resourcing. Mobeus is able to leverage its deep expertise in developing specialist B2B human capital-focused businesses in support of these plans.

Principal risks and uncertainties

Facing an ever-changing and challenging Information Technology market, along with a volatile market off the back of geopolitical uncertainty, the Group has continually strived to make the necessary adjustments to adapt and evolve to such challenges and consequently achieved yet another milestone year.

There are a number of risks and uncertainties that can impact the performance of group, some of which are beyond our control.

We closely monitor market trends and risks on an on-going basis. These trends and risks are the focus of monthly management meetings where each business unit's performance is assessed versus budget, forecast and prior year; key performance indicators are also used to benchmark operational performance for all.

Future Developments

Looking ahead, the company remains focused on building on its core strengths and identifying new opportunities for sustainable growth across the IT recruitment space. Management continues to monitor market conditions closely and is committed to adapting its strategy in response to changes in the external environment.

The focus will be to further expand into the European and North American markets. Further investment in operational efficiency and customer experience via market leading CRM/ATS and finance systems and innovation will remain a key priority, alongside maintaining strong financial discipline.

The company will also continue to assess potential strategic partnerships and new markets where appropriate, in line with its long-term objectives. While recognising ongoing economic and sector-specific challenges, the company is confident in its ability to respond effectively and create long-term value for its stakeholders.

Key performance indicators

The directors consider that the key performance indicators are those that communicate the financial performance and strength of the group as a whole, these being Turnover, Gross Profit % and EBITDA.

Group turnover for the trading businesses has increased from £37.7m to £38.6m for the year ended 31 March 2024. Gross profit % has been maintained at 19%, achieving a gross profit of £7.2m for the year, an improvement on the 2023 results. Operating profit was £2.6m and the group shareholders’ funds has increased by £1.4m to £5.1m.

OCNR (EMEA) Limited
Strategic report (continued)
For the year ended 31 March 2024
2

On behalf of the board

Mr Jason Howlett
Director
25 April 2025
OCNR (EMEA) Limited
Directors' report
For the year ended 31 March 2024
3

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 global IT recruitment.

Results and dividends

The results for the year are set out on page 9.

Ordinary dividends were paid amounting to £425,000. 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 Rory Dwyer
Mr Sean Flynn
Mr Jason Howlett
Mr Mark Thomas
Mr Rajesh Thakrar
(Resigned 12 December 2023)
Auditor

Saffery LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, and have expressed their willingness to continue in office.

Statement of directors' responsibilities

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

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).

 

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the 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.

OCNR (EMEA) Limited
Directors' report (continued)
For the year ended 31 March 2024
4
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the 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.

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 Jason Howlett
Director
25 April 2025
OCNR (EMEA) Limited
Independent auditor's report
To the members of OCNR (EMEA) Limited
5
Opinion

We have audited the financial statements of OCNR (EMEA) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, 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 directors are responsible for the other information. The other information comprises the information included in the annual report other than the financial statements and our auditor's report 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.

 

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.

OCNR (EMEA) Limited
Independent auditor's report (continued)
To the members of OCNR (EMEA) Limited
6

Opinions on other matters prescribed by the Companies Act 2006

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

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.

OCNR (EMEA) Limited
Independent auditor's report (continued)
To the members of OCNR (EMEA) Limited
7

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

 

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the group and parent company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operates.

 

Laws and regulations of direct significance in the context of the group and parent company include The Companies Act 2006 and UK Tax legislation.

 

Audit response to risks identified

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of group and parent company financial statement disclosures. We reviewed the parent company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the parent company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

As group auditors, our assessment of matters relating to non-compliance with laws or regulations and fraud differed at group and component level according to their particular circumstances. Our communications included a request to identify instances of non-compliance with laws and regulations and fraud that could give rise to a material misstatement of the group financial statements in addition to our risk assessment.

 

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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

OCNR (EMEA) Limited
Independent auditor's report (continued)
To the members of OCNR (EMEA) Limited
8

Use of our report

This report is made solely to the parent 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 parent company's members those matters we are required to state to them in an auditors 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 parent company and the parent company's members as a body, for our audit work, for this report, or for the opinions we have formed.

 

Jamie Cassell (Senior Statutory Auditor)
For and on behalf of Saffery LLP
25 April 2025
Statutory Auditors
71 Queen Victoria Street
London
EC4V 4BE
OCNR (EMEA) Limited
Group statement of comprehensive income
For the year ended 31 March 2024
9
2024
2023
Notes
£
£
Turnover
3
38,624,658
37,737,465
Cost of sales
(31,419,883)
(30,575,188)
Gross profit
7,204,775
7,162,277
Administrative expenses
(4,608,184)
(3,927,933)
Operating profit
4
2,596,591
3,234,344
Interest payable and similar expenses
8
(153,638)
(205,784)
Profit before taxation
2,442,953
3,028,560
Tax on profit
9
(488,144)
(431,316)
Profit for the financial year
1,954,809
2,597,244
Other comprehensive income
Currency translation (loss)/gain taken to retained earnings
(110,599)
149,952
Total comprehensive income for the year
1,844,210
2,747,196
Profit for the financial year is attributable to:
- Owners of the parent company
1,964,170
2,559,187
- Non-controlling interests
(9,361)
38,057
1,954,809
2,597,244
Total comprehensive income for the year is attributable to:
- Owners of the parent company
1,853,571
2,709,139
- Non-controlling interests
(9,361)
38,057
1,844,210
2,747,196
OCNR (EMEA) Limited
Group statement of financial position
As at 31 March 2024
10
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Goodwill
11
(18,721)
-
0
Other intangible assets
11
6,503
7,210
Total intangible assets
(12,218)
7,210
Current assets
Debtors
15
10,583,579
9,592,465
Cash at bank and in hand
1,993,948
2,729,513
12,577,527
12,321,978
Creditors: amounts falling due within one year
16
(7,434,756)
(8,573,665)
Net current assets
5,142,771
3,748,313
Net assets
5,130,553
3,755,523
Capital and reserves
Called up share capital
19
130
130
Profit and loss reserves
5,130,423
3,701,852
Equity attributable to owners of the parent company
5,130,553
3,701,982
Non-controlling interests
-
53,541
5,130,553
3,755,523

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 25 April 2025 and are signed on its behalf by:
25 April 2025
Mr Jason Howlett
Director
Company registration number 07398383 (England and Wales)
OCNR (EMEA) Limited
Company statement of financial position
As at 31 March 2024
31 March 2024
11
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Investments
13
24,414
4,414
Current assets
Debtors
15
7,906,543
6,209,001
Cash at bank and in hand
1,020,700
1,100,853
8,927,243
7,309,854
Creditors: amounts falling due within one year
16
(8,767,971)
(7,460,294)
Net current assets/(liabilities)
159,272
(150,440)
Net assets/(liabilities)
183,686
(146,026)
Capital and reserves
Called up share capital
19
130
130
Profit and loss reserves
183,556
(146,156)
Total equity
183,686
(146,026)

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £754,713 (2023 - £656,178 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 25 April 2025 and are signed on its behalf by:
25 April 2025
Mr Jason Howlett
Director
Company registration number 07398383 (England and Wales)
OCNR (EMEA) Limited
Group statement of changes in equity
For the year ended 31 March 2024
12
Share capital
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
As restated for the period ended 31 March 2023:
Balance at 1 April 2022
130
2,358,647
2,358,777
32,300
2,391,077
Year ended 31 March 2023:
Profit for the year
-
2,559,187
2,559,187
38,057
2,597,244
Other comprehensive income:
Currency translation differences
-
149,952
149,952
-
149,952
Total comprehensive income
-
2,709,139
2,709,139
38,057
2,747,196
Dividends
10
-
(1,365,934)
(1,365,934)
(16,816)
(1,382,750)
Balance at 31 March 2023
130
3,701,852
3,701,982
53,541
3,755,523
Year ended 31 March 2024:
Profit for the year
-
1,964,170
1,964,170
(9,361)
1,954,809
Other comprehensive income:
Currency translation differences
-
(110,599)
(110,599)
-
(110,599)
Total comprehensive income
-
1,853,571
1,853,571
(9,361)
1,844,210
Dividends
10
-
(425,000)
(425,000)
-
(425,000)
Purchase of shares in subsidiary from non-controlling interest
-
-
-
(44,180)
(44,180)
Balance at 31 March 2024
130
5,130,423
5,130,553
-
0
5,130,553
OCNR (EMEA) Limited
Company statement of changes in equity
For the year ended 31 March 2024
13
Share capital
Profit and loss reserves
Total
Notes
£
£
£
As restated for the period ended 31 March 2023:
Balance at 1 April 2022
130
466,008
466,138
Year ended 31 March 2023:
Profit for the year
-
656,179
656,179
Other comprehensive income:
Currency translation differences
-
97,591
97,591
Total comprehensive income
-
753,770
753,770
Dividends
10
-
(1,365,934)
(1,365,934)
Balance at 31 March 2023
130
(146,156)
(146,026)
Year ended 31 March 2024:
Profit and total comprehensive income
-
754,712
754,712
Dividends
10
-
(425,000)
(425,000)
Balance at 31 March 2024
130
183,556
183,686
OCNR (EMEA) Limited
Group statement of cash flows
For the year ended 31 March 2024
14
2024
2023
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
24
813,307
1,972,831
Interest paid
(153,638)
(205,784)
Income taxes paid
(462,963)
(633,875)
Net cash inflow from operating activities
196,706
1,133,172
Financing activities
Loan repayments
-
(83,333)
(Settlement)/drawdown on invoice finance facility
(373,967)
1,543,027
Purchase of shares in subsidiary from non-controlling interest
(22,705)
-
Dividends paid to equity shareholders
(425,000)
(1,365,934)
Dividends paid to non-controlling interests
-
0
(16,816)
Net cash (used in)/generated from financing activities
(821,672)
76,944
Net (decrease)/increase in cash and cash equivalents
(624,966)
1,210,116
Cash and cash equivalents at beginning of year
2,729,513
1,369,445
Effect of foreign exchange rates
(110,599)
149,952
Cash and cash equivalents at end of year
1,993,948
2,729,513
OCNR (EMEA) Limited
Notes to the group financial statements
For the year ended 31 March 2024
15
1
Accounting policies
Company information

OCNR (EMEA) Limited (“the company”) is a private company limited by shares incorporated in England and Wales. The registered office is S2 Mill House Centre, 108 Commercial Road, Totton, Southampton, Hampshire, SO40 3AE.

 

The group consists of OCNR (EMEA) 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. Investments in subsidiaries 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.

OCNR (EMEA) Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2024
1
Accounting policies (continued)
16
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company OCNR (EMEA) 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.

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. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

 

Turnover from contractor placements, representing fees billed for the services of contractors including their costs, is recognised when the service has been provided.

 

Turnover from permanent placements is recognised in line with the contractual terms and conditions agreed with a client, where the company can demonstrate it has performed its duties in accordance with those terms. This revenue is recognised on the candidates start date.

1.6
Intangible fixed assets - negative goodwill

Negative goodwill arising on the acquisition of subsidiary undertakings represents the excess of the fair value of the identifiable assets and liabilities acquired over the fair value of the consideration. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation. Negative goodwill is amortised on a systematic basis over the shortest life of tangible assets held, being 5 years.

1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

OCNR (EMEA) Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2024
1
Accounting policies (continued)
17

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Computer software
1 year
Development costs
15 years
1.8
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:

Short leasehold
Length of lease
Plant and equipment
Length of lease
Fixtures and fittings
20% on cost
Computer equipment
20% on cost

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 income statement.

1.9
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.

1.10
Impairment of fixed assets

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

 

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.

OCNR (EMEA) Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2024
1
Accounting policies (continued)
18

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.11
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.

1.12
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 statement of financial position 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, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

OCNR (EMEA) Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2024
1
Accounting policies (continued)
19
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
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.

OCNR (EMEA) Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2024
1
Accounting policies (continued)
20
1.14
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The 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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.15
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.

1.16
Retirement benefits

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

1.17
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.

1.18
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.

OCNR (EMEA) Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2024
21
2
Critical accounting 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.

Recoverability of intercompany debtors

Intercompany balances are reviewed at each year end for recoverability by assessing the historical transactions and expected future cash flows respectively.

3
Turnover

No disclosures have been provided of turnover by class of business or geographical market as in the opinion of the directors such disclosures could be seriously prejudicial to the groups interests.

 

 

4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses/(gains)
103,736
(34,510)
Amortisation of intangible assets
(2,047)
771
Operating lease charges
323,378
277,377
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
43,000
25,000
OCNR (EMEA) Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2024
22
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
Management
5
5
5
5
Sales
21
24
12
14
Support
10
12
9
12
Total
36
41
26
31

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
2,771,958
2,410,506
1,430,828
1,431,660
Social security costs
257,904
200,600
146,615
179,704
Pension costs
24,671
25,366
10,172
18,430
3,054,533
2,636,472
1,587,615
1,629,794
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
361,738
224,753
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
80,000
60,000
8
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
26,988
31,593
Other interest
126,650
174,191
Total finance costs
153,638
205,784
OCNR (EMEA) Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2024
23
9
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
154,514
221,339
Foreign current tax on profits for the current period
333,630
209,977
Total current tax
488,144
431,316

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

2024
2023
£
£
Profit before taxation
2,442,953
3,028,560
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
610,738
575,426
Tax effect of expenses that are not deductible in determining taxable profit
57,565
25,654
Group relief
(44,087)
-
0
Permanent capital allowances in excess of depreciation
(11,908)
-
0
Tax difference from overseas companies
(122,594)
(185,089)
Adjustment to tax provision
(1,570)
15,325
Taxation charge
488,144
431,316
10
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Final paid
425,000
(17,258)
Interim paid
-
1,383,192
425,000
1,365,934
OCNR (EMEA) Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2024
24
11
Intangible fixed assets
Group
Negative goodwill
Computer software
Development costs
Total
£
£
£
£
Cost
At 1 April 2023
-
0
36,354
10,608
46,962
Additions
(21,475)
-
0
-
0
(21,475)
At 31 March 2024
(21,475)
36,354
10,608
25,487
Amortisation and impairment
At 1 April 2023
-
0
36,354
3,398
39,752
Amortisation charged for the year
(2,754)
-
0
707
(2,047)
At 31 March 2024
(2,754)
36,354
4,105
37,705
Carrying amount
At 31 March 2024
(18,721)
-
0
6,503
(12,218)
At 31 March 2023
-
0
-
0
7,210
7,210
Company
Computer software
£
Cost
At 1 April 2023 and 31 March 2024
36,354
Amortisation and impairment
At 1 April 2023 and 31 March 2024
36,354
Carrying amount
At 31 March 2024
-
0
At 31 March 2023
-
0

 

OCNR (EMEA) Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2024
25
12
Tangible fixed assets
Group
Short leasehold
Plant and equipment
Fixtures and fittings
Computer equipment
Total
£
£
£
£
£
Cost
At 1 April 2023 and 31 March 2024
64,426
25,118
24,671
16,902
131,117
Depreciation and impairment
At 1 April 2023 and 31 March 2024
64,426
25,118
24,671
16,902
131,117
Carrying amount
At 31 March 2024
-
0
-
0
-
0
-
0
-
0
Company
Short leasehold
Plant and equipment
Fixtures and fittings
Computer equipment
Total
£
£
£
£
£
Cost
At 1 April 2023 and 31 March 2024
64,426
25,118
24,671
16,902
131,117
Depreciation and impairment
At 1 April 2023 and 31 March 2024
64,426
25,118
24,671
16,902
131,117
Carrying amount
At 31 March 2024
-
0
-
0
-
0
-
0
-
0
13
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
24,414
4,414
OCNR (EMEA) Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2024
13
Fixed asset investments (continued)
26
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 April 2023
4,414
Additions
20,000
At 31 March 2024
24,414
Carrying amount
At 31 March 2024
24,414
At 31 March 2023
4,414

On 10 August 2023, the company acquired a further 35% of Talenterprize Limited so that it is now wholly owned.

14
Subsidiaries

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

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
OC EMEA Limited
1
IT Consultancy
Ordinary
100.00
-
OC Texas LLC
2
IT Consultancy
Ordinary
0
100.00
Talenterprize Limited
3
IT Consultancy
Ordinary
100.00
-
OC US Inc
2
Dormant
Ordinary
100.00
-
Ellis Recruitment Group Limited
3
Dorman5t
Ordinary
100.00
-

Registered office addresses (all UK unless otherwise indicated):

1
16/17 College Green, 2 Grand Canal Square, Dublin 2, D02 V078, Ireland
2
2950 N Loop West, Ste 1200, Houston, TX 77092, USA
3
S2 Mill House Centre 108 Commercial Road, Totton, Southampton, Hampshire, England, SO40 3AE

The group has provided a guarantee under section 479C of the Companies Act 2006 in respect of the liabilities arising in the subsidiary Talenterprize Limited. Therefore the subsidiary is exempt from the requirements of the Companies Act 2006 relating to the audit of the individual accounts under section 479A of the Companies Act 2006, for the year ended 31 March 2024.

OCNR (EMEA) Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2024
27
15
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
6,763,218
8,298,314
3,971,188
5,213,406
Corporation tax recoverable
219,143
258,462
202,651
227,166
Amounts owed by group undertakings
3,488,182
-
3,625,800
-
Other debtors
24,125
983,716
22,174
721,598
Prepayments and accrued income
88,911
51,973
84,730
46,831
10,583,579
9,592,465
7,906,543
6,209,001

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

16
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
as restated
as restated
Notes
£
£
£
£
Bank loans
17
1,169,066
1,543,033
1,169,066
1,543,033
Trade creditors
5,122,955
6,144,827
3,499,733
4,205,334
Amounts owed to group undertakings
377,188
-
0
3,664,745
1,008,640
Corporation tax payable
265,144
279,282
63,190
219,762
Other taxation and social security
203,485
462,802
190,690
356,152
Other creditors
51,064
33,043
23,991
23,886
Accruals and deferred income
245,854
110,678
156,556
103,487
7,434,756
8,573,665
8,767,971
7,460,294

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

17
Loans and overdrafts
Group
Company
2024
2023
2024
2023
as restated
as restated
£
£
£
£
Bank loans
1,169,066
1,543,033
1,169,066
1,543,033
Payable within one year
1,169,066
1,543,033
1,169,066
1,543,033

The liability due under the company invoice financing facility is secured against the book debt of the company and HSBC UK Bank plc have a debenture including charges over assets of the company.

OCNR (EMEA) Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2024
28
18
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
24,671
25,366

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.

19
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
130 Ordinary shares of £1 each
130
130
130
130
20
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
17,750
17,750
17,750
17,750
Between two and five years
71,000
71,000
71,000
71,000
In over five years
51,771
69,521
51,771
69,521
140,521
158,271
140,521
158,271

The Company has an operating lease for their office, which expires on February 2032.

 

The minimum lease payments are identical for the Company and the Group.

21
Related party transactions

During the year the company has recharged office and administrative costs of £178,318 (2023: £128,466) to Talenterprize Limited, a subsidiary company that is was owned with a 65% shareholding, until 10 August 2023 when it became wholly owned.

 

The company has taken advantage of the exemption to disclose related party transactions with companies that are wholly owned within the group. The balances outstanding at the year end are disclosed in Notes 15 and 16.

OCNR (EMEA) Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2024
29
22
Directors' transactions

The directors loan account balances with the company at the year end were as follows:

 

J Howlett £nil (2023: £138,001)

R G Dwyer £nil (2023: £218,002)

M Thomas £nil (2023: £192,277)

S Flynn £nil (2023: £147,900)

 

The directors also received loans from OC US Inc and outstanding balances at year end were as follows:

 

J Howlett £nil (2023: £51,846)

R G Dwyer £nil (2023: £51,846)

M Thomas £nil (2023: £51,846)

S Flynn £nil (2023: £51,846)

R Thakrar £nil (2023: £51,846)

 

The loans were provided interest free and repayable on demand.

 

All of these amounts were repaid on 12 December 2023.

Dividends totalling £425,000 (2023: £1,367,934) were paid in the year in respect of shares held by the company's directors.

 

23
Controlling party

Torch Bidco Limited is the immediate parent company, a company incorporated in England and Wales,

with registered office at S2 Mill House Centre 108 Commercial Road, Totton, Southampton, Hampshire,

England, SO40 3AE.

 

The ultimate parent company is Torch Topco Limited, a company incorporated in England and Wales, with a registered office at S2 Mill House Centre 108 Commercial Road, Totton, Southampton, Hampshire, England, SO40 3AE.

 

OCNR (EMEA) Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2024
30
24
Cash generated from group operations
2024
2023
as restated
£
£
Profit for the year after tax
1,954,809
2,597,244
Adjustments for:
Taxation charged
488,144
431,316
Finance costs
153,638
205,784
Amortisation and impairment of intangible assets
(2,047)
771
Movements in working capital:
Increase in debtors
(1,030,433)
(2,795,453)
(Decrease)/increase in creditors
(750,804)
1,533,169
Cash generated from operations
813,307
1,972,831
25
Analysis of changes in net funds - group
1 April 2023
Cash flows
Exchange rate movements
31 March 2024
as restated
£
£
£
£
Cash at bank and in hand
2,729,513
(624,966)
(110,599)
1,993,948
Borrowings excluding overdrafts
(1,543,033)
373,967
-
(1,169,066)
1,186,480
(250,999)
(110,599)
824,882
26
Prior period adjustment

A prior year adjustment was made to correctly recognise the Invoice Financing facility within liabilities, rather then net off against cash at bank.

2024-03-312023-04-01falseCCH SoftwareCCH Accounts Production 2024.210Mr Rory DwyerMr Sean FlynnMr Jason HowlettMr Mark ThomasMr Rajesh 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