Company Registration No. SC530813 (Scotland)
VENESKY BROWN LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
30 SEPTEMBER 2024
THE A9 PARTNERSHIP LIMITED
Chartered Accountants
Abercorn School
Newton
West Lothian
EH52 6PZ
VENESKY BROWN LTD
COMPANY INFORMATION
Directors
Mr C Brown
Mr M Holligan
(Appointed 27 December 2024)
Company number
SC530813
Registered office
4a Rutland Square
Edinburgh
EH1 2AS
Auditor
The A9 Partnership Limited
Abercorn School
Newton
West Lothian
EH52 6PZ
VENESKY BROWN LTD
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 6
Directors' responsibilities statement
7
Independent auditor's report
8 - 10
Profit and loss account
11
Group statement of comprehensive income
12
Group balance sheet
13
Company balance sheet
14
Group statement of changes in equity
15
Company statement of changes in equity
16
Group statement of cash flows
17
Notes to the financial statements
18 - 36
VENESKY BROWN LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 1 -

The directors present the strategic report for the year ended 30 September 2024.

Business Review

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 LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 2 -
Principal risks and uncertainties

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.

Key performance indicators

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.

VENESKY BROWN LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 3 -

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.

Promoting the success of the company
Section 172 Statement

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

Mr C Brown
Director
24 June 2025
VENESKY BROWN LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 4 -

The directors present their annual report and financial statements for the year ended 30 September 2024.

Principal activities

The principal activity of the company and group was that of recruitment consultants and employment intermediaries.

Results and dividends

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.

Directors

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

Mr C Brown
Mr M I Cairns
(Resigned 19 December 2024)
Mr M Holligan
(Appointed 27 December 2024)
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

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.

VENESKY BROWN LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 5 -
Future developments

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.

Auditor

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:

2024
Energy consumption
kWh
Aggregate of energy consumption in the year
- Gas combustion
38,001
- Electricity purchased
9,827
- Fuel consumed for transport
37,925
85,753
2024
Emissions of CO2 equivalent
metric tonnes
Scope 1 - direct emissions
- Gas combustion
7,109.09
- Fuel consumed for owned transport
7,061.44
14,170.53
Scope 2 - indirect emissions
- Electricity purchased
2,404.71
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the
33,263.21
Total gross emissions
49,838.45

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.

Measures taken to improve energy efficiency

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.

VENESKY BROWN LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 6 -
Disclosure of information in the Strategic Report

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

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.

On behalf of the board
Mr C Brown
Director
24 June 2025
VENESKY BROWN LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 7 -

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.

VENESKY BROWN LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF VENESKY BROWN LTD
- 8 -
Opinion

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).

In our opinion the financial statements:

Basis for opinion

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

Conclusions relating to going concern

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

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

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

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

VENESKY BROWN LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF VENESKY BROWN LTD
- 9 -
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.

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:

VENESKY BROWN LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF VENESKY BROWN LTD
- 10 -

Our audit procedures in relation to fraud included, but were not limited to:

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.

Mr Grant Thomson (Senior Statutory Auditor)
For and on behalf of The A9 Partnership Limited, Statutory Auditor
Chartered Accountants
Abercorn School
Newton
West Lothian
EH52 6PZ
24 June 2025
VENESKY BROWN LTD
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 11 -
2024
2023
Notes
£
£
Turnover
3
95,395,632
68,572,578
Cost of sales
(88,571,290)
(63,794,535)
Gross profit
6,824,342
4,778,043
Administrative expenses
(6,030,866)
(4,437,774)
Other operating income
25,171
345,058
Operating profit
4
818,647
685,327
Interest receivable and similar income
8
3,016
1,600
Interest payable and similar expenses
9
(554,975)
(381,418)
Profit before taxation
266,688
305,509
Tax on profit
10
(253,206)
(210,353)
Profit for the financial year
24
13,482
95,156
Profit for the financial year is all attributable to the owner of the parent company.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

VENESKY BROWN LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 12 -
2024
2023
£
£
Profit for the year
13,482
95,156
Other comprehensive income
-
-
Total comprehensive income for the year
13,482
95,156
Total comprehensive income for the year is all attributable to the owner of the parent company.
VENESKY BROWN LTD
GROUP BALANCE SHEET
AS AT
30 SEPTEMBER 2024
30 September 2024
- 13 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
12
735,572
1,200,142
Other intangible assets
12
51,468
89,422
Total intangible assets
787,040
1,289,564
Tangible assets
13
218,293
165,691
1,005,333
1,455,255
Current assets
Debtors
17
15,827,662
12,117,322
Cash at bank and in hand
2,170,573
94,857
17,998,235
12,212,179
Creditors: amounts falling due within one year
18
(18,625,436)
(12,664,678)
Net current liabilities
(627,201)
(452,499)
Total assets less current liabilities
378,132
1,002,756
Creditors: amounts falling due after more than one year
19
(110,000)
(230,000)
Provisions for liabilities
Deferred tax liability
21
16,912
6,018
(16,912)
(6,018)
Net assets
251,220
766,738
Capital and reserves
Called up share capital
23
111,111
111,111
Profit and loss reserves
24
140,109
655,627
Total equity
251,220
766,738
The financial statements were approved by the board of directors and authorised for issue on 24 June 2025 and are signed on its behalf by:
24 June 2025
Mr C Brown
Director
Company registration number SC530813 (Scotland)
VENESKY BROWN LTD
COMPANY BALANCE SHEET
AS AT 30 SEPTEMBER 2024
30 September 2024
- 14 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
14
6,423,797
6,423,797
6,423,797
6,423,797
Current assets
Debtors
17
3,000
3,000
Cash at bank and in hand
149
100
3,149
3,100
Creditors: amounts falling due within one year
18
(1,749,685)
(1,742,285)
Net current liabilities
(1,746,536)
(1,739,185)
Net assets
4,677,261
4,684,612
Capital and reserves
Called up share capital
23
111,111
111,111
Profit and loss reserves
24
4,566,150
4,573,501
Total equity
4,677,261
4,684,612

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.

The financial statements were approved by the board of directors and authorised for issue on 24 June 2025 and are signed on its behalf by:
24 June 2025
Mr C Brown
Director
Company registration number SC530813 (Scotland)
VENESKY BROWN LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 15 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 October 2022
115,141
1,237,441
1,352,582
Year ended 30 September 2023:
Profit and total comprehensive income
-
95,156
95,156
Dividends
11
-
(676,970)
(676,970)
Redemption of shares
23
(4,030)
-
(4,030)
Balance at 30 September 2023
111,111
655,627
766,738
Year ended 30 September 2024:
Profit and total comprehensive income
-
13,482
13,482
Dividends
11
-
(529,000)
(529,000)
Balance at 30 September 2024
111,111
140,109
251,220
VENESKY BROWN LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 16 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 October 2022
115,141
4,580,149
4,695,290
Year ended 30 September 2023:
Profit and total comprehensive income
-
670,322
670,322
Dividends
11
-
(676,970)
(676,970)
Redemption of shares
23
(4,030)
-
(4,030)
Balance at 30 September 2023
111,111
4,573,501
4,684,612
Year ended 30 September 2024:
Profit and total comprehensive income
-
521,649
521,649
Dividends
11
-
(529,000)
(529,000)
Balance at 30 September 2024
111,111
4,566,150
4,677,261
VENESKY BROWN LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 17 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
29
822,986
315,459
Interest paid
(554,975)
(381,418)
Income taxes paid
(141,322)
(108,645)
Net cash inflow/(outflow) from operating activities
126,689
(174,604)
Investing activities
Purchase of intangible assets
(15,532)
(12,145)
Purchase of tangible fixed assets
(155,191)
(28,778)
Proceeds from disposal of tangible fixed assets
3,713
-
Movement in directors' loans
112,598
(188,251)
Interest received
3,016
1,600
Net cash used in investing activities
(51,396)
(227,574)
Financing activities
Redemption of shares
-
0
(4,030)
Repayment of bank loans
(120,000)
(130,791)
Dividends paid to equity shareholders
(529,000)
(676,970)
Net cash used in financing activities
(649,000)
(811,791)
Net decrease in cash and cash equivalents
(573,707)
(1,213,969)
Cash and cash equivalents at beginning of year
(4,416,628)
(3,202,659)
Cash and cash equivalents at end of year
(4,990,335)
(4,416,628)
Relating to:
Cash at bank and in hand
2,170,573
94,857
Bank overdrafts included in creditors payable within one year
(7,160,908)
(4,511,485)
VENESKY BROWN LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 18 -
1
Accounting policies
Company information

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.

1.1
Accounting convention

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

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

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

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

 

1.2
Basis of consolidation

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

 

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

VENESKY BROWN LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 19 -

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.

1.3
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Turnover

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

VENESKY BROWN LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 20 -
1.5
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets 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.

1.6
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:

Software
3 years straight line
1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

Leasehold improvements
Term of lease
Office equipment
3 years straight line
Motor vehicles
Term of finance agreement

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

1.8
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.

VENESKY BROWN LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 21 -

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.

1.9
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.

1.10
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.

VENESKY BROWN LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 22 -
1.11
Financial instruments

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

 

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

 

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

Basic financial assets

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

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.

VENESKY BROWN LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 23 -

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.

Other financial liabilities

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.

Derecognition of financial liabilities

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

1.12
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.

1.13
Taxation

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

Current tax

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

VENESKY BROWN LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 24 -
Deferred tax

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

 

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

1.14
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.

1.15
Retirement benefits

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

1.16
Leases

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.

1.17
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.

VENESKY BROWN LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 25 -
2
Judgements and key sources of estimation uncertainty

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

 

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

Critical judgements

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

Consideration of Impairment

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.

3
Turnover and other revenue

An analysis of the group's turnover is as follows:

2024
2023
£
£
Turnover analysed by class of business
Recruitment consultancy
95,395,632
68,572,578
2024
2023
£
£
Other revenue
Interest income
3,016
1,600
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging:
Exchange (gains)/losses
-
0
1
Depreciation of owned tangible fixed assets
98,876
73,440
Amortisation of intangible assets
518,056
511,380

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).

VENESKY BROWN LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 26 -
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
6,500
6,500
Audit of the financial statements of the company's subsidiaries
6,750
6,750
13,250
13,250
6
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Direct staff
823
363
-
-
Administrative staff
34
34
-
-
Directors
3
3
2
2
Total
860
400
2
2

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
40,310,560
19,137,402
-
0
-
0
Social security costs
4,248,788
2,112,571
-
-
Pension costs
774,903
494,547
-
0
-
0
45,334,251
21,744,520
-
0
-
0
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
192,183
192,056
Company pension contributions to defined contribution schemes
37,856
29,735
230,039
221,791
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2023 - 3).
VENESKY BROWN LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
7
Directors' remuneration
(Continued)
- 27 -
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
112,078
93,903
Company pension contributions to defined contribution schemes
13,856
5,735
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
2,632
1,600
Other interest income
384
-
Total income
3,016
1,600
9
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
547,221
377,958
Other interest
7,754
3,460
Total finance costs
554,975
381,418
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
242,312
219,849
Deferred tax
Origination and reversal of timing differences
10,894
(9,496)
Total tax charge
253,206
210,353
VENESKY BROWN LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
10
Taxation
(Continued)
- 28 -

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

2024
2023
£
£
Profit before taxation
266,688
305,509
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 22.00%)
66,672
67,212
Tax effect of expenses that are not deductible in determining taxable profit
48,788
37,252
Permanent capital allowances in excess of depreciation
10,708
13,180
Amortisation on assets not qualifying for tax allowances
116,144
102,205
Deferred tax on timing differences
10,894
(9,496)
Taxation charge
253,206
210,353
11
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Final paid
529,000
676,970
12
Intangible fixed assets
Group
Goodwill
Software
Total
£
£
£
Cost
At 1 October 2023
4,650,235
147,513
4,797,748
Additions
-
0
15,532
15,532
At 30 September 2024
4,650,235
163,045
4,813,280
Amortisation and impairment
At 1 October 2023
3,450,093
58,091
3,508,184
Amortisation charged for the year
464,570
53,486
518,056
At 30 September 2024
3,914,663
111,577
4,026,240
Carrying amount
At 30 September 2024
735,572
51,468
787,040
At 30 September 2023
1,200,142
89,422
1,289,564
The company had no intangible fixed assets at 30 September 2024 or 30 September 2023.
VENESKY BROWN LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
12
Intangible fixed assets
(Continued)
- 29 -

More information on impairment movements in the year is given in note .

13
Tangible fixed assets
Group
Leasehold improvements
Office equipment
Motor vehicles
Total
£
£
£
£
Cost
At 1 October 2023
259,147
183,755
-
0
442,902
Additions
9,249
66,764
79,178
155,191
Disposals
-
0
(20,699)
-
0
(20,699)
At 30 September 2024
268,396
229,820
79,178
577,394
Depreciation and impairment
At 1 October 2023
124,659
152,552
-
0
277,211
Depreciation charged in the year
36,232
42,808
19,836
98,876
Eliminated in respect of disposals
-
0
(16,986)
-
0
(16,986)
At 30 September 2024
160,891
178,374
19,836
359,101
Carrying amount
At 30 September 2024
107,505
51,446
59,342
218,293
At 30 September 2023
134,488
31,203
-
0
165,691
The company had no tangible fixed assets at 30 September 2024 or 30 September 2023.
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
6,423,797
6,423,797
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 October 2023 and 30 September 2024
6,423,797
Carrying amount
At 30 September 2024
6,423,797
At 30 September 2023
6,423,797
VENESKY BROWN LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 30 -
15
Subsidiaries

Details of the company's subsidiaries at 30 September 2024 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Venesky-Brown Consult Ltd
Scotland
Recruitment consultancy
Ordinary
100.00
Venesky-Brown Recruitment Ltd.
Scotland
Recruitment consultancy
Ordinary
100.00
Venesky Brown Limited
Republic of Ireland
Non trading
Ordinary
100.00
Venesky Brown Holdings Limited
Republic of Ireland
Non trading
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Venesky-Brown Consult Ltd
10,125
4,871
Venesky-Brown Recruitment Ltd.
1,283,748
480,532

Venesky-Brown Consult Ltd company registration number SC398150, has claimed exemption from audit under section 479A of the Companies Act 2006.

16
Financial instruments
Group
Company
2024
2023
2024
2023
£
£
£
£
Carrying amount of financial assets
Equity instruments measured at cost less impairment
-
-
6,423,797
6,423,797
Carrying amount of financial liabilities
Measured at amortised cost
230,000
350,000
-
-
17
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
8,675,983
5,713,117
-
0
-
0
Other debtors
5,771,327
5,301,181
3,000
3,000
Prepayments and accrued income
1,380,352
1,103,024
-
0
-
0
15,827,662
12,117,322
3,000
3,000
VENESKY BROWN LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 31 -
18
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
20
7,280,908
4,631,485
-
0
-
0
Trade creditors
4,374,170
4,339,969
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
1,130,031
1,122,631
Corporation tax payable
320,839
219,849
-
0
-
0
Other taxation and social security
3,977,980
1,877,028
-
-
Other creditors
181,270
80,021
6,624
6,624
Accruals and deferred income
2,490,269
1,516,326
613,030
613,030
18,625,436
12,664,678
1,749,685
1,742,285
19
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
20
110,000
230,000
-
0
-
0
20
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
230,000
350,000
-
0
-
0
Bank overdrafts
7,160,908
4,511,485
-
0
-
0
7,390,908
4,861,485
-
-
Payable within one year
7,280,908
4,631,485
-
0
-
0
Payable after one year
110,000
230,000
-
0
-
0

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.

VENESKY BROWN LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
20
Loans and overdrafts
(Continued)
- 32 -

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.

21
Deferred taxation

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

Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
16,912
6,018
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 October 2023
6,018
-
Charge to profit or loss
10,894
-
Liability at 30 September 2024
16,912
-

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.

22
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
774,903
494,547

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.

VENESKY BROWN LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 33 -
23
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of £1 each
100,000
100,000
100,000
100,000
B Ordinary shares of £1 each
11,111
11,111
11,111
11,111
111,111
111,111
111,111
111,111

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.

24
Reserves
Profit and loss reserves

This reserve records retained profits net of accumulated losses.

25
Operating lease commitments
Lessee

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:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
76,298
73,223
-
-
Between two and five years
106,066
173,095
-
-
182,364
246,318
-
-
26
Related party transactions
Transactions with related parties

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:

VENESKY BROWN LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
26
Related party transactions
(Continued)
- 34 -
Management services and recharges
Rent
2024
2023
2024
2023
£
£
£
£
Group
Entities that provide key management personnel services
-
300,000
11,250
11,250
Other related parties
-
-
35,000
35,000

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2024
2023
£
£
Company
Entities over which the company has control, joint control or significant influence
1,130,031
1,122,631

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:

Amounts due from related parties
2024
2023
Balance
Balance
£
£
Group
Entities that provide key management personnel services
2,091,685
2,202,777
Other related parties
369,389
216,066

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.

VENESKY BROWN LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 35 -
27
Directors' transactions

The directors' current accounts are: unsecured, interest free and there are no fixed terms for repayment.

Description
% Rate
Opening balance
Amounts advanced
Amounts repaid
Amounts reclassified
Closing balance
£
£
£
£
£
Director's Current Account
-
904,273
1,156,401
(1,259,000)
-
801,674
Director's Current Account
-
9,999
-
-
(9,999)
-
914,272
1,156,401
(1,259,000)
(9,999)
801,674
28
Controlling party

The company's ultimate controlling party is Mr Craig Brown.

29
Cash generated from group operations
2024
2023
£
£
Profit for the year after tax
13,482
95,156
Adjustments for:
Taxation charged
253,206
210,353
Finance costs
554,975
381,418
Investment income
(3,016)
(1,600)
Amortisation and impairment of intangible assets
518,056
511,380
Depreciation and impairment of tangible fixed assets
98,876
73,440
Movements in working capital:
Increase in debtors
(3,822,938)
(948,319)
Increase/(decrease) in creditors
3,210,345
(6,369)
Cash generated from operations
822,986
315,459
VENESKY BROWN LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 36 -
30
Analysis of changes in net debt - group
1 October 2023
Cash flows
30 September 2024
£
£
£
Cash at bank and in hand
94,857
2,075,716
2,170,573
Bank overdrafts
(4,511,485)
(2,649,423)
(7,160,908)
(4,416,628)
(573,707)
(4,990,335)
Borrowings excluding overdrafts
(350,000)
120,000
(230,000)
(4,766,628)
(453,707)
(5,220,335)
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