The directors present the strategic report for the year ended 30 September 2024.
The fiscal year ending 30 September 2024 marked another year of growth for Venesky Brown, with strong financial performance delivered despite a more challenging trading environment. Turnover rose to £95.4 million, an increase of 38.3% on the prior year (£69 million in 2023). Gross profit grew to £6.8 million, up 41.7% from £4.8 million. EBITDA increased to £1.44 million, representing a 13.4% rise on the previous year (£1.27 million). Net profit before tax was £266,688, compared to £305,509 in 2023. Debtor days remained stable at 30 days, maintaining the positive trend of recent years.
These results demonstrate our commitment to building long-term growth that is both scalable and sustainable. Our performance reflects disciplined planning, a deepening focus on core markets, and the continued efforts of our people. The broader trading environment remained difficult throughout the year. Public sector recruitment was impacted by continued economic pressures and fiscal tightening, particularly as inflation and the cost-of-living crisis limited available budgets. A slower-than-anticipated post-COVID recovery, ongoing uncertainty around the UK government’s infrastructure investment pipeline, and delays in major programme funding all contributed to a cautious approach from clients across both public and private sectors. For a recruitment agency heavily embedded in government-funded workstreams, these factors created a more volatile landscape. Nevertheless, our measured and consistent delivery helped us maintain focus on our long-term growth objectives.
This year marked the penultimate year of our five-year strategic plan (2021–2025), which has focused on establishing Venesky Brown within three complex and highly regulated core markets: Public Sector, Infrastructure, and Energy. These sectors demand consistency, compliance, and specialist knowledge — qualities we have deliberately embedded into our business through investment and long-term planning. In 2024, we concentrated on consolidating our market position in Public Sector and Infrastructure while preparing for future growth in the Energy sector. This included building out specialist delivery teams and strengthening our central support functions to ensure we are well placed to deliver against large-scale, complex workforce requirements.
Market Overview & Strategy
As we enter the final year of our 2021–2025 strategy, we reach a significant point of progression in our long-term growth journey. Our strategy has been about building credibility and strengthening our foothold in high-regulated markets. Over the past four years, we have focused on developing public sector frameworks, supporting UK-wide mega government-funded infrastructure projects, and building our capability in the energy sector.
As part of this growth, the business has deliberately carried a higher level of central investment to scale delivery capability for new client frameworks and projects. The reduction in net profit this year reflects this planned investment, particularly to support the mobilisation and delivery of a major new contract. The full margin benefits of these contracts are expected to flow through future reporting periods, with initial improvements next year and more significant gains in the years that follow as delivery scales.
As we look ahead to our next five-year strategic plan (2026–2030), the focus shifts to scaling up within these three core sectors. We are no longer positioning ourselves; we are trading with confidence. The emphasis now is on building our reputation further and creating demonstrable evidence of our ability to deliver for clients at scale. This includes maintaining high service standards, strengthening client satisfaction, and continuing to innovate where it adds value.
With the core foundations of the business now established, our strategic growth will be delivered through enhanced delivery capability, tighter margin management, and deepening specialism. We remain focused on long-term growth that is scalable, sustainable, and underpinned by strong operational foundations.
Venesky Brown continues to operate in an environment shaped by both economic volatility and regulatory complexity. We monitor risks regularly to ensure they are effectively mitigated through forward planning, diversification, and internal controls.
Market Volatility and Economic Pressures
High inflation, a prolonged cost of living crisis, and delayed infrastructure funding have created uncertainty in client hiring behaviour. As a business closely tied to public procurement and long-term capital investment, we remain exposed to political cycles and budget changes. We mitigate this through diversification across frameworks, long-term contracts, and careful cost management.
Regulatory and Legislative Changes
Evolving employment regulations, IR35 reforms, and changes to procurement law all impact the recruitment sector. We work proactively with legal and compliance partners to ensure we remain informed, compliant, and responsive to change.
Talent Availability and Recruitment Challenges
The competitive labour market, particularly for technical and skilled roles, continues to present challenges. Our in-house recruitment teams leverage market insight, technology platforms, and targeted sourcing strategies to overcome talent shortages.
Client Dependency and Framework Risk
Our public sector and infrastructure labour desks and PSLs form a significant part of our work. While they provide stability, they also carry the risk of procurement reform or re-tendering cycles. We continue to expand into complementary frameworks and diversify across project types to mitigate dependency.
Climate-Related Risks
Climate-related risks are reviewed as part of our broader risk management framework. At this stage, the company has not identified any material risks to operations or service delivery arising from climate change, but this will be kept under regular review as regulatory and client expectations evolve.
We monitor a range of financial and operational indicators to track performance and inform our planning. Turnover, gross profit, EBITDA, and net profit before tax remain our core financial metrics. These are supported by operational KPIs including average debtor days, which remained at 30 during 2024, and contractor volumes, which provide a forward indicator of delivery scale. Employee engagement is tracked through our annual survey and monthly feedback loops, while Lost Time Injury Rate (LTIR) is used to measure health and safety performance on client sites. Together, these indicators provide a balanced view of our performance and help ensure that our growth remains aligned with our culture and values.
People and Culture
At Venesky Brown, our people are central to everything we do. Our culture is shaped by our values; Grit, Honest, Accountable, Curious, Fun, Dynamic, Collaborate, and underpinned by a strong belief in empowerment, flexibility, and trust as key enablers of long-term success.
In 2024, we made significant progress in strengthening our internal culture and supporting our people. We focused heavily on mental health, partnering with Mates in Mind, a charity focused on improving workplace mental wellbeing, particularly in infrastructure and related sectors. We ensured our EAP services remained accessible to both employees and contractors and committed to training one in ten employees as mental health first aiders in 2025. We launched one-to-one coaching for current and future leaders and began developing a structured manager training programme to roll out in 2025 as part of a wider career pathway strategy.
We acted on insights from our 2024 employee engagement survey, refurbishing the head office and launching initiatives to improve recognition and internal development. A diversity strategy and change communication framework are in development for 2025. We also introduced a newly enhanced hybrid working model, one of the most flexible in the recruitment industry, designed to support carers, reduce commuting costs, and align with our environmental goals. Communication remained strong through our monthly internal magazine, connecting colleagues across teams and locations. These actions reflect our commitment to building a resilient and values-led culture.
Sustainability and Social Value
We recognise that our responsibilities extend beyond commercial performance. As a business rooted in public sector work and government-funded mega projects, our actions directly affect communities and individuals. Our Sustainability and Social Value work, now delivered under the Elevate brand, integrates ESG principles into our operations to create lasting outcomes beyond profit.
Section 172 of the Companies Act 2006 requires the Directors to consider the interests of stakeholders and other relevant factors in their decision-making processes. The Directors are satisfied that they have complied with these requirements in promoting the long-term success of Venesky Brown for the benefit of all stakeholders.
In 2024, stakeholder engagement was central to our strategy. We mapped and strengthened our relationships across employees, contractors, clients, suppliers, and social partners. This supported more informed decision-making and ensured that all areas of the business are aligned to our long-term goals.
To embed this work further, we launched Elevate, our internal social value strategy, which defines our commitments across seven areas: health and wellbeing, education and skills, employment and volunteering, social and community development, environmental sustainability, economic opportunity, and leadership. While client-led social value remains essential for project delivery, Elevate represents our own company values and voluntary commitments.
We also aligned our social value activity to six United Nations Sustainable Development Goals (SDGs) where we believe we can have the greatest influence: Good Health and Wellbeing (SDG 3), Gender Equality (SDG 5), Decent Work and Economic Growth (SDG 8), Reduced Inequalities (SDG 10), Sustainable Cities and Communities (SDG 11), and Climate Action (SDG 13).
In 2024, our employees supported our charity partner The Rock Trust by delivering CV and interview workshops. We contributed to the Social Bite Christmas campaign by donating 800 hot meals and published an updated carbon report, establishing 2024 as our baseline year for future reduction targets. We also enhanced travel policies to reduce flight emissions, focused on embedding our carbon strategy, and retained our ISO 14001 certification. Work is now underway to align with ISO 50001 by 2026.
The Directors believe that long-term success depends on the strength of our relationships, the impact of our decisions, and the legacy we leave across the communities we serve. These considerations remain at the heart of our strategy.
Governance
The Directors confirm that they have fulfilled their statutory duties as outlined in Section 172(1) of the Companies Act 2006. This includes acting in good faith to promote the long-term success of the company for the benefit of its members and stakeholders, considering the impact of their decisions on employees, clients, suppliers, the environment, and the communities we serve.
On behalf of the board
The directors present their annual report and financial statements for the year ended 30 September 2024.
The results for the year are set out on page 11.
Ordinary dividends were paid amounting to £529,000. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Employee Engagement & Culture
In September 2024, the company conducted its annual employee engagement survey, achieving a strong completion rate of over 91%. The results provided valuable insight into employee sentiment and priorities, and the Directors have used this feedback to inform decision-making and forward planning.
Key strengths highlighted by employees included pride in working for the company, confidence in leadership, and a strong sense of inclusion and work-life balance. Areas identified for improvement included leadership diversity, cross-team collaboration, and communication during organisational change.
The Directors acted on these findings, completing a head office refurbishment, investing in career development and recognition frameworks, and preparing to launch a new change communication strategy and diversity framework in 2025.
The company also implemented what it considers to be one of the most flexible working models in the recruitment industry—designed to support employees with caring responsibilities, reduce the cost of commuting, and contribute to carbon reduction goals by reducing travel into the city centre.
Employee feedback continues to shape the culture and direction of the company. Further detail on these initiatives is included in the Strategic Report.
Environmental & Social Responsibility
Venesky Brown remains committed to delivering positive environmental and social outcomes alongside commercial growth. These environmental and social commitments are integral to how we operate and grow, supporting employee engagement, strengthening client partnerships, and enabling us to deliver sustainable, values-led recruitment solutions. Further detail on these initiatives is included in the Strategic Report.
The company enters the final year of its 2021–2025 strategic period with a clear focus on scaling up within its three core markets: Public Sector, Infrastructure, and Energy. Having spent the past four years establishing credibility, entering key frameworks, and strengthening its delivery model, Venesky Brown is well positioned to deliver sustained growth.
Preparations are already underway for the next strategic cycle (2026–2030), with continued investment in central support functions and sector-specific delivery teams to support new framework contracts. The full margin benefits of these investments are expected to flow through future reporting periods as contracts reach maturity. This positions the business to implement its next growth strategy in a way that is both scalable and sustainable.
The auditor, The A9 Partnership Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Total energy consumption for the period 1st October 2023 to 30th September 2024 was:
This represents all known Scope 1 and Scope 2 usage, with transport and commuting emissions included in Scope 3 where applicable.
While Scope 1 and 2 emissions rose 13.3% year on year, turnover increased 39.1%, reflecting improved energy efficiency relative to revenue growth.
Venesky Brown maintains ISO 14001 Environmental Management certification and began planning to implement ISO 50001 for Energy Management by 2026. Our carbon reduction strategy includes a net zero target by 2045, with an interim goal of reducing Scope 1–3 emissions by 60% by 2045.
We have audited the financial statements of Venesky Brown Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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. Based on our understanding of the company and its industry, we identified that the principal risks of non-compliance with laws and regulations related to UK tax legislation, pensions legislation, employment regulation and health and safety regulation, anti-bribery, corruption and fraud and money laundering and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements, such as the Companies Act 2006 and FRS 102.
We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates. Also, there is the risk of fraudulent misappropriation of cash or other assets.
Our audit procedures were designed to respond to those identified risks, including non-compliance with laws and regulations (irregularities) and fraud that are material to the financial statements. Our audit procedures included, but were not limited to:
Discussing with management their policies and procedures regarding compliance with laws and regulations.
Communicating identified laws and regulations throughout our engagement team and remaining alert to any indications of non-compliance throughout our audit; and
Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.
Reviewing for legal fees incurred in the year for indications of non-compliance or litigation.
Our audit procedures in relation to fraud included, but were not limited to:
Making enquiries of management on whether they had knowledge of any actual, suspected, or alleged fraud.
Gaining an understanding of the internal controls established to mitigate risks related to fraud.
Discussing amongst the engagement team the risks of fraud; and
Addressing the risks of fraud through management override of controls by performing journal entry testing.
Performing sales completeness testing and agreeing receipts from sales to subsequent bank lodgments.
Performing analytical review procedures.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulations. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission, or misrepresentation. The primary responsibility for the prevention and detection of irregularities including fraud rests with management.
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.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
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 £521,650 (2023 - £670,322 profit).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
Venesky Brown Ltd ("the company") is a private limited company domiciled and incorporated in Scotland. The registered office is: 4a, Rutland Square, Edinburgh, Scotland, EH1 2AS.
The group consists of Venesky Brown Ltd and all of its subsidiaries.
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:
Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Venesky Brown Ltd 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 30 September 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.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
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.
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates. Revenue is recognised weekly in arrears based on weekly approved workers' timesheets. Year end adjustments are recorded for opening and closing accrued income.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
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.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
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.
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.
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.
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, 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.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
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.
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.
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.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Tangible and intangible assets are reviewed annually for any indications of impairment. Various external and internal sources of information are considered when undertaking such a review e.g. an assets market value, significant changes in the market place, technologic factors and expected cash flows from the asset under review. If there any indications of impairment, a full impairment review would be undertaken.
An analysis of the group's turnover is as follows:
Exchange differences recognised in profit or loss during the year, except for those arising on financial instruments measured at fair value through profit or loss, amounted to £0 (2023 - £1).
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
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:
More information on impairment movements in the year is given in note .
Details of the company's subsidiaries at 30 September 2024 are as follows:
Venesky-Brown Consult Ltd company registration number SC398150, has claimed exemption from audit under section 479A of the Companies Act 2006.
Advances from the debt factor are secured by a floating charge over the general assets of Venesky-Brown Recruitment Ltd.
Ulster Bank Ireland DAC also have a charge registered against Venesky Brown Limited, Republic of Ireland, in respect of invoice finance facilities provided.
The CBILS loan is secured by a bond and floating charge over the general assets of Venesky-Brown Recruitment Ltd.
The advances from the debt factor are repayable on demand and in accordance with the facility agreement. The arrangement has no fixed end date and is subject to various limits and charges.
The bank loan was repayable in equal monthly instalments over 4 years and carried a headline rate of interest of 4.05% over Bank of England base rate. This loan was repaid during the prior year.
A £600,000 CBILS loan was obtained in a prior period. This loan is repayable over 6 years at a rate of interest of 2.34% over Base Rate. No interest or capital repayments are required for the first 12 months. The first 12 months interest and any fees due are funded by the UK Government's Business Interruption Payment scheme.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
It is not possible to reliably measure the amount of the net reversal of deferred tax assets expected to occur during the next reporting period.
There is no expiry date for any of the timing differences.
Since April 2023 the UK main rate of corporation tax has increased to 25%. The company's deferred tax assets and liabilities were recalculated at this higher rate in a prior year.
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.
The A and B ordinary shares shall constitute separate classes of shares but shall rank pari passu in all respects save as otherwise provided in the Articles of Association.
Dividends may be declared or paid in accordance with the terms of the Articles of Association on one or several classes of share to the exclusion of any other class or classes or dividends may be declared or paid at different rates on the respective classes of shares.
This reserve records retained profits net of accumulated losses.
The group has entered into fixed term operating leases for: property, motor vehicles and office equipment for periods of up to 6 years at fixed monthly and quarterly rentals.
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:
The company is taking advantage of the exemption in FRS102 not to disclose transactions with wholly owned group companies.
During the year the group entered into the following transactions with related parties:
The following amounts were outstanding at the reporting end date:
The above amounts are: unsecured, interest free and there are no fixed terms for repayment.
The following amounts were outstanding at the reporting end date:
The above amounts are: unsecured, interest free and there are no fixed terms for repayment.
During the year loan repayments net of further advances, were received from companies controlled by the directors in the amount of £417,685.
The directors' current accounts are: unsecured, interest free and there are no fixed terms for repayment.