Company Registration No. 15284175 (England and Wales)
Torch Topco Limited
Annual report and
group financial statements
for the period ended 31 March 2024
Torch Topco Limited
Company information
Directors
Mr Guy Blackburn
Mr Jason Howlett
Company number
15284175
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
Torch Topco 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 - 33
Torch Topco Limited
Strategic report
For the period ended 31 March 2024
1

The directors present the strategic report for the period 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.

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 financial results presented herein reflect the performance of the Group from inception through to the period ended 31 March 2024. During this initial reporting period, the Group achieved turnover of £10.95 million, generating a gross profit of £1.86 million, equating to a gross profit margin of approximately 17%.

The net loss for the financial period stood at £1.24 million driven mainly by amortisation of goodwill and interest on loan notes. The Group recognised a currency translation gain of £64k within other comprehensive income, partially offsetting the overall loss and resulting in a total comprehensive loss of £1.18 million for the period.

These KPIs reflect the foundational investment phase of the Group’s lifecycle, with a strategic focus on building operational infrastructure and market positioning. Future periods are expected to benefit from these upfront investments as the business scales and moves toward profitability.

Torch Topco Limited
Strategic report (continued)
For the period ended 31 March 2024
2

On behalf of the board

Mr Jason Howlett
Director
25 April 2025
Torch Topco Limited
Directors' report
For the period ended 31 March 2024
3

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

Principal activities

The company was incorporated on 14 November 2023 and began trading on 12 December 2023.

 

The principal activity of the company is that of a holding company.

 

On 12 December 2023 the group acquired the group headed by OCNR (EMEA) Limited (trading as Ellis Recruitment Group). The principal activity of the group acquired during the year under review is global IT recruitment.

Results and dividends

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

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

Directors

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

Mr Guy Blackburn
(Appointed 14 November 2023)
Mr Jason Howlett
(Appointed 12 December 2023)
Mr Andrew McRae
(Appointed 12 December 2023 and resigned 25 February 2025)
Mr Richard Babington
(Appointed 14 November 2023 and resigned 12 December 2023)
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.

Torch Topco Limited
Directors' report (continued)
For the period 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
Torch Topco Limited
Independent auditor's report
To the members of Torch Topco Limited
5
Opinion

We have audited the financial statements of Torch Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the period 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.

Torch Topco Limited
Independent auditor's report (continued)
To the members of Torch Topco 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.

Torch Topco Limited
Independent auditor's report (continued)
To the members of Torch Topco 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.

Torch Topco Limited
Independent auditor's report (continued)
To the members of Torch Topco 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
Torch Topco Limited
Group statement of comprehensive income
For the period ended 31 March 2024
9
Period
ended
31 March
2024
Notes
£
Turnover
3
10,948,491
Cost of sales
(9,083,771)
Gross profit
1,864,720
Administrative expenses
(2,359,741)
Operating loss
4
(495,021)
Interest payable and similar expenses
8
(641,405)
Loss before taxation
(1,136,426)
Tax on loss
9
(106,618)
Loss for the financial period
(1,243,044)
Other comprehensive income
Currency translation gain taken to retained earnings
64,492
Total comprehensive income for the period
(1,178,552)
(Loss)/profit for the financial period is all attributable to the owners of the parent company.
Total comprehensive income for the period is all attributable to the owners of the parent company.
Torch Topco Limited
Group statement of financial position
As at 31 March 2024
10
2024
Notes
£
£
Fixed assets
Goodwill
10
16,560,660
Other intangible assets
10
6,503
Total intangible assets
16,567,163
Current assets
Debtors
14
7,332,815
Cash at bank and in hand
1,993,948
9,326,763
Creditors: amounts falling due within one year
15
(8,028,780)
Net current assets
1,297,983
Total assets less current liabilities
17,865,146
Creditors: amounts falling due after more than one year
16
(18,943,698)
Net liabilities
(1,078,552)
Capital and reserves
Called up share capital
19
100,000
Profit and loss reserves
(1,178,552)
Total equity
(1,078,552)

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 15284175 (England and Wales)
Torch Topco Limited
Company statement of financial position
As at 31 March 2024
31 March 2024
11
2024
Notes
£
£
Fixed assets
Investments
12
1
Current assets
Debtors
14
1,099,999
Net current assets
1,099,999
Total assets less current liabilities
1,100,000
Creditors: amounts falling due after more than one year
16
(1,000,000)
Net assets
100,000
Capital and reserves
Called up share capital
19
100,000

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 £nil.

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 15284175 (England and Wales)
Torch Topco Limited
Group statement of changes in equity
For the period ended 31 March 2024
12
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 14 November 2023
-
-
-
Period ended 31 March 2024:
Loss for the period
-
(1,243,044)
(1,243,044)
Other comprehensive income:
Currency translation differences
-
64,492
64,492
Total comprehensive income
-
(1,178,552)
(1,178,552)
Issue of share capital
19
100,000
-
100,000
Balance at 31 March 2024
100,000
(1,178,552)
(1,078,552)
Torch Topco Limited
Company statement of changes in equity
For the period ended 31 March 2024
13
Share capital
Notes
£
Balance at 14 November 2023
-
Period ended 31 March 2024:
Profit and total comprehensive income
-
Issue of share capital
19
100,000
Balance at 31 March 2024
100,000
Torch Topco Limited
Group statement of cash flows
For the period ended 31 March 2024
14
2024
Notes
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
24
2,065,727
Interest paid
(51,758)
Income taxes paid
(618,802)
Net cash inflow/(outflow) from operating activities
1,395,167
Investing activities
Purchase of subsidiaries, net of cash acquired
(17,590,445)
Net cash used in investing activities
(17,590,445)
Financing activities
Proceeds from issue of shares
98,843
Proceeds from issue of preference shares
1,000,000
Issue of convertible loans
17,674,963
Repayment of bank loans
(649,072)
Net cash generated from/(used in) financing activities
18,124,734
Net increase in cash and cash equivalents
1,929,456
Cash and cash equivalents at beginning of period
-
Effect of foreign exchange rates
64,492
Cash and cash equivalents at end of period
1,993,948
Torch Topco Limited
Notes to the group financial statements
For the period ended 31 March 2024
15
1
Accounting policies
Company information

Torch Topco 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 Torch Topco Limited and all of its subsidiaries.

1.1
Reporting period

The company was incorporated on 14 November 2023 and has shortened it's year end to 31 March 2024 to align with the group it acquired during the period. Therefore, these are the entity's first set of financial statements, presenting results for a 4 month period.

1.2
Accounting convention

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

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:

 

Torch Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 March 2024
1
Accounting policies (continued)
16
1.3
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.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Torch Topco 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.

1.5
Going concern

At the time of approving the financial statements, the directors have considered the current and projected financial position of the group, including its recent acquisition by Torch Topco Limited, supported by investment from Mobeus Equity Partners. The directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future.

 

This assessment has taken into account the group's trading performance, cash flow forecasts, and the financial support available within the wider group structure. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.6
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.

Torch Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 March 2024
1
Accounting policies (continued)
17
1.7
Intangible fixed assets - goodwill

Goodwill arising on the acquisition of subsidiary undertakings represents the excess of the fair value of the consideration over the fair value of the identifiable assets and liabilities acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
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.

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
1.9
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.

Torch Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 March 2024
1
Accounting policies (continued)
18
1.10
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.

1.11
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.

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.

1.12
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.

Torch Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 March 2024
1
Accounting policies (continued)
19
1.13
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.

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.

Torch Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 March 2024
1
Accounting policies (continued)
20
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.

1.14
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.

1.15
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.

Torch Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 March 2024
1
Accounting policies (continued)
21
1.16
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.

1.17
Retirement benefits

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

1.18
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.

1.19
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.

Torch Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 March 2024
22
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.

Impairment of assets

The directors have applied judgement in order to determine whether there are indicators of impairment in the group's assets, including goodwill, at the year end.

 

Determining whether goodwill or other non-current assets are impaired requires an estimation of the value in use of the business being tested for impairment and of the cash generating units to which these assets have been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash generating unit, taking into account the achievability of long term business plans.

Share based payments

Shares have been issued to employees of the group. The group has used a valuation model based on revenues and industry conditions. Consideration is also taken in relation to future forecasts and non-market variables which impact any estimated charge.

3
Turnover

In the opinion of the directors, the disclosures of separate segmental information in accordance with FRS 102 would be prejudicial to the interests of the group.

 

4
Operating loss
2024
£
Operating loss for the period is stated after charging:
Exchange losses
107,830
Amortisation of intangible assets
571,293
Operating lease charges
81,519
Torch Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 March 2024
23
5
Auditor's remuneration
2024
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
7,000
Audit of the financial statements of the company's subsidiaries
40,000
47,000
6
Employees

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

Group
Company
2024
2024
Number
Number
Management
5
-
Sales
21
-
Support
10
-
Total
36
-
0

Their aggregate remuneration comprised:

Group
Company
2024
2024
£
£
Wages and salaries
989,034
-
0
Social security costs
82,183
-
Pension costs
110,837
-
0
1,182,054
-
0
Torch Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 March 2024
24
7
Directors' remuneration
2024
£
Remuneration for qualifying services
222,551
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
£
Remuneration for qualifying services
80,000
8
Interest payable and similar expenses
2024
£
Interest on bank overdrafts and loans
12,884
Other interest
628,521
Total finance costs
641,405
9
Taxation
2024
£
Current tax
UK corporation tax on profits for the current period
38,005
Foreign current tax on profits for the current period
68,613
Total current tax
106,618
Torch Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 March 2024
9
Taxation (continued)
25

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

2024
£
Loss before taxation
(1,136,426)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00%
(284,107)
Tax effect of expenses that are not deductible in determining taxable profit
16,790
Group relief
140,271
Permanent capital allowances in excess of depreciation
(3,473)
Amortisation on assets not qualifying for tax allowances
142,764
Effect of overseas tax rates
(40,915)
Other adjustments
135,288
Taxation charge
106,618
10
Intangible fixed assets
Group
Goodwill
Computer software
Development costs
Total
£
£
£
£
Cost
At 14 November 2023
-
0
-
0
-
0
-
0
Additions - separately acquired
17,131,717
-
0
-
0
17,131,717
Additions - business combinations
-
0
36,354
10,608
46,962
At 31 March 2024
17,131,717
36,354
10,608
17,178,679
Amortisation and impairment
At 14 November 2023
-
0
-
0
-
0
-
0
Additions - business combinations
-
0
36,354
3,869
40,223
Amortisation charged for the period
571,057
-
0
236
571,293
At 31 March 2024
571,057
36,354
4,105
611,516
Carrying amount
At 31 March 2024
16,560,660
-
0
6,503
16,567,163
Torch Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 March 2024
26
11
Tangible fixed assets
Group
Short leasehold
Plant and equipment
Fixtures and fittings
Computer equipment
Total
£
£
£
£
£
Cost
At 14 November 2023
-
0
-
0
-
0
-
0
-
0
Business combinations
64,426
25,118
24,671
16,902
131,117
At 31 March 2024
64,426
25,118
24,671
16,902
131,117
Depreciation and impairment
At 14 November 2023
-
0
-
0
-
0
-
0
-
0
Business combinations
64,426
25,118
24,671
16,902
131,117
At 31 March 2024
64,426
25,118
24,671
16,902
131,117
Carrying amount
At 31 March 2024
-
0
-
0
-
0
-
0
-
0
12
Fixed asset investments
Group
Company
2024
2024
Notes
£
£
Investments in subsidiaries
13
-
0
1
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 14 November 2023
-
Additions
1
At 31 March 2024
1
Carrying amount
At 31 March 2024
1
Torch Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 March 2024
27
13
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
0
100.00
OC Texas LLC
2
IT Consultancy
Ordinary
0
100.00
Talenterprize Limited
3
IT Consultancy
Ordinary
0
100.00
OC US Inc
2
Dormant
Ordinary
0
100.00
Torch Midco Limited
3
Holding company
Ordinary
100.00
-
Torch Bidco Limited
3
Holding company
Ordinary
0
100.00
OCNR EMEA Limited
3
IT Consultancy
Ordinary
0
100.00
Ellis Recruitment Group Limited
3
Dormant
Ordinary
0
100.00

Registered office addresses (all UK unless otherwise indicated):

1
16/17 College Green, 2 Grand Canal Square, Dublin 2, D02 V078
2
2950 N Loop West, Ste 1200, Houston, TX 77092
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 subsidiaries Torch Midco Limited, Torch Bidco Limited and Talenterprize Limited. Therefore the subsidiaries are 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 period ended 31 March 2024.

14
Debtors
Group
Company
2024
2024
Amounts falling due within one year:
£
£
Trade debtors
6,763,218
-
0
Corporation tax recoverable
219,143
-
0
Amounts owed by group undertakings
-
1,098,843
Other debtors
219,043
1,156
Prepayments and accrued income
131,411
-
0
7,332,815
1,099,999

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

Torch Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 March 2024
28
15
Creditors: amounts falling due within one year
Group
Company
2024
2024
Notes
£
£
Bank loans
17
1,169,066
-
0
Trade creditors
5,221,456
-
0
Corporation tax payable
265,144
-
0
Other taxation and social security
203,485
-
Other creditors
602,863
-
0
Accruals and deferred income
566,766
-
0
8,028,780
-
0
16
Creditors: amounts falling due after more than one year
Group
Company
2024
2024
Notes
£
£
Other borrowings
17
18,943,698
1,000,000

Included in other borrowings are loan notes as follows:

 

- £9,619,504 A Loan Note accruing interest at 11% and repayable by 12 December 2028. The full amount was outstanding at the balance sheet date. The interest expense incurred on the loan during the period was £320,912, this does not get added to the principal and has instead been accrued and recognised in creditors due within 1 year.

 

- £6,435,486 B Loan Notes accruing interest at 11% and repayable by 12 December 2028. The interest expense incurred on the loan and added to the principal during the period was £214,692. £6,650,178 was outstanding as at the balance sheet date.

 

- £1,619,973 C Loan Notes accruing interest at 11% and repayable by 12 December 2028. The interest expense incurred on the loan and added to the principal during the period was £54,043. £1,674,016 was outstanding as at the balance sheet date.

 

The loan notes are secured by way of a composite guarantee and debenture, with fixed charges and floating charges over all property of the company.

 

The remaining balance is comprised of 1,000,000 Preference shares of £1 each. These shares have the right to receive an annual preferential dividend of 2.47% + SONIA of the subscription price of the shares.

Torch Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 March 2024
29
17
Loans and overdrafts
Group
Company
2024
2024
£
£
Bank loans
1,169,066
-
0
Preference shares
1,000,000
1,000,000
Other loans
17,943,698
-
0
20,112,764
1,000,000
Payable within one year
1,169,066
-
0
Payable after one year
18,943,698
1,000,000

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.

 

 

18
Retirement benefit schemes
2024
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
110,837

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.

Torch Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 March 2024
30
19
Share capital
Group and company
2024
2024
Ordinary share capital
Number
£
Issued and fully paid
A Ordinary Shares of 10p each
434,550
43,455
B Ordinary Shares of 10p each
374,688
37,469
C Ordinary Shares of 10p each
190,752
19,076
999,990
100,000
2024
2024
Preference share capital
Number
£
Issued and fully paid
Preference B of £1 each
1,000,000
1,000,000
Preference shares classified as liabilities
1,000,000

On 12 December 2023 the company issued 1,000,000 Preference shares all with a nominal value of £1. The company received £1,000,000 for the shares.

 

All classes of preference shares rank in priority of Ordinary shares, on the distribution of capital on the winding up on the company. They do not have a right to vote. The shares have the right to receive an annual preferential dividend of 2.47% +SONIA per annum on the subscription price of the shares. The company may at any time, subject to receiving the investor's consent, redeem some or all of the Preference shares.

 

A Ordinary shares, B Ordinary shares and C Ordinary shares rank equally, unless otherwise stated by the Articles. They have attached to them full voting, dividend and capital distribution (including on winding up) rights. They do not confer rights of redemption. Holders of the A Ordinary shares shall be entitled to dividends after their fifth anniversary of issue, in priority to the payable of dividends payable to the holders of all other shares. Similarly, holders of A Ordinary Shares would receive a return of capital in advance of other Ordinary share holders.

Torch Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 March 2024
31
20
Acquisition of a business

On 12 December 2023 the group acquired 100 percent of the issued capital of OCNR (EMEA) Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible assets
6,739
-
6,739
Trade and other receivables
5,719,086
-
5,719,086
Cash and cash equivalents
4,739,105
-
4,739,105
Borrowings
(1,818,138)
-
(1,818,138)
Trade and other payables
(2,890,773)
-
(2,890,773)
Tax liabilities
(558,185)
-
(558,185)
Total identifiable net assets
5,197,834
-
5,197,834
Goodwill
17,131,717
Total consideration
22,329,551
The consideration was satisfied by:
£
Cash
3,555,745
Issue of shares
1,098,843
Issues of loan notes
17,674,963
22,329,551
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
10,948,487
Profit after tax
46,938
Torch Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 March 2024
32
21
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
2024
£
£
Within one year
17,750
-
Between two and five years
71,000
-
In over five years
51,771
-
140,521
-
22
Related party transactions

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 14 and 15.

23
Controlling party

The directors do not consider there to be any one ultimate controlling party.

24
Cash generated from/(absorbed by) group operations
2024
£
Loss for the period after tax
(1,243,044)
Adjustments for:
Taxation charged
106,618
Finance costs
641,405
Amortisation and impairment of intangible assets
571,293
Movements in working capital:
Increase in debtors
(1,393,430)
Increase in creditors
3,382,885
Cash generated from/(absorbed by) operations
2,065,727
Torch Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 March 2024
33
25
Analysis of changes in net debt - group
14 November 2023
Cash flows
Exchange rate movements
31 March 2024
£
£
£
£
Cash at bank and in hand
-
1,929,456
64,492
1,993,948
Borrowings excluding overdrafts
-
(20,112,764)
-
(20,112,764)
-
(18,183,308)
64,492
(18,118,816)
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