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Wilton & Bain Group Holdings Limited
Registered number: 14137256
Annual Report
For the year ended 30 June 2024
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WILTON & BAIN GROUP HOLDINGS LIMITED
COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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WILTON & BAIN GROUP HOLDINGS LIMITED
CONTENTS
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Independent Auditor's Report
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Consolidated Statement of Comprehensive Income
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Consolidated Statement of Financial Position
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Company Statement of Financial Position
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Consolidated Analysis of Net Debt
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Notes to the Financial Statements
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WILTON & BAIN GROUP HOLDINGS LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024
The directors present their Group Strategic Report of Wilton & Bain Group Holdings Limited (the 'Company') and its subsidiaries (the 'Group') for the year ended 30 June 2024.
Principal activities, review of business and future developments
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The principal activity of the Company is that of a holding company.
The principal activity of the Group is delivered through three complementary business areas providing executive search, interim management and specialist hires across multiple sectors and worldwide geographies.
The prior period comparatives are for the 13 month period ended 30 June 2023, therefore the prior period comparatives are not directly comparable with the current period.
EBITDA for the year was £-0.9m (13 month period ended 30 June 2023: £2.4m).
The directors do not consider there to be any material future developments at the date of signing.
The directors are not aware, at the date of this report, of any likely changes in the Group's activities in the forthcoming year.
Principal risks and uncertainties
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The principal risk facing the Group is a downturn in current high demand for executive search services in professional and technological sectors. The Company, together with its group, manages this risk by diversifying across multiple sectors and geographies. It also operates in many counter-cyclical sectors like corporate restructuring, insolvency, private equity and organisational transformation.
The future success of the Group is dependent upon the continued service of key personnel and senior employees. The group manages this risk through competitive salary. The group is not reliant upon any one single individual.
Credit risk
The Group is subject to credit risk on its trade debts. The Group has a group credit control manager to enable close monitoring of debts, and to ensure any delays in payment or customer queries are followed up quickly. The Group has bad debt insurance protection against its interim revenues.
Foreign currency exchange risk
The Group invoices in foreign currencies and sterling and is therefore exposed to foreign currency risk on the value of its receivables. The Group manages this risk by matching foreign currency liabilities against foreign cash inflows and by using forward contracts.
Liquidity and cash flow risk
The Group reviews its cash flow forecast during monthly board meetings to ensure sufficient funds are available for ongoing operations. The Group manages intra-month cash swings through short-term invoice factoring if needed.
Summary of financial performance and key performance indicators
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The key financial performance indicators monitored by the directors are set out below:
- 1 -
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WILTON & BAIN GROUP HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
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13 month period ended 30 June 2023
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Average turnover per head
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This report was approved by the board and signed on its behalf by:
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WILTON & BAIN GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024
The directors present their annual report and the audited consolidated financial statements of Wilton & Bain Group Holdings Limited (the 'Company') and its subsidiaries (the 'Group') for the year ended 30 June 2024.
The principal activity of the Company is that of a holding company.
The principal activity of the Group is delivered through three complementary business areas focusing on executive search, interim management and specialist hires.
The prior period comparatives are for the 13 month period ended 30 June 2023, therefore the prior period comparatives are not directly comparable with the current period.
The loss for the year, after taxation, amounted to £13,958,273 (2023: loss of £2,107,791).
No dividend will be distributed for the year ended 30 June 2024 (13 month period ended 30 June 2023: £nil).
The directors who served during the year and to the date of this report were:
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B R Latreuille (resigned 11 July 2025)
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J S L Mobbs (resigned 11 July 2025)
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N E Spencer (appointed 14 May 2024)
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WILTON & BAIN GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Directors' responsibilities statement
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The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Company and the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Group has made losses in the financial year, however, has positive net current assets at the year end. The Directors have detailed plans and forecasts to return the group to trading profits in the future periods. The group has also secured further funding from its investors since the year end which will provide the required funding facilities to support the business plan. The company will provide support its subsidiaries to ensure they can deliver on the business plan. On this basis, the Directors have prepared the financial statements on a going concern basis.
Economic impact of global events
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UK businesses are facing many uncertainties and challenges caused by political, economic, social, technological, legal and environmental factors. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.
The directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and concluded that the greatest impact on the business is expected to be from the economic ripple effect on the global economy. The directors have taken account of these potential impacts in their going concern assessment.
The Group continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.
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WILTON & BAIN GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Matters covered in the Group Strategic Report
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As permitted by Paragraph 1A of Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 certain matters which are required to be disclosed in the Directors’ Report have been omitted as they are included in the Group Strategic Report on pages 1 to 2. These matters relate to future developments and financial risk management.
Provision of information to auditor
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware; and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
Post balance sheet events
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On 1 July 2024, the Company purchased 10,000 of their own class A ordinary shares of nominal value £0.01 each for a total amount of £20,000 and cancelled these shares.
On 23 July 2024, 20,000 class A ordinary shares were allotted by the Company of nominal value £0.01 at par.
On 9 January 2025, 157,750 class A ordinary shares were allotted by the Company of nominal value £0.01 at par and 14,984 class B ordinary shares were allotted by the Company of nominal value £0.01 at par.
On 13 January 2025, 30,000 class A ordinary shares were cancelled by the Company by way of purchase of own shares.
On 11 July 2025, Beechbrook Capital agreed to make a cash based investment of £1,110,000 to provide additional financial support to the Group.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf by:
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WILTON & BAIN GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WILTON & BAIN GROUP HOLDINGS LIMITED
Opinion
We have audited the financial statements of Wilton & Bain Group Holdings Limited (the ‘parent company’) and its subsidiaries (the 'Group') for the year ended 30 June 2024 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statement of Financial Positions, the Consolidated and Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows, the Consolidated Analysis of Net Debt and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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:
∙give a true and fair view of the state of the Group's and the parent company’s affairs as at 30 June 2024 and of the Group's loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
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 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 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.
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WILTON & BAIN GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WILTON & BAIN GROUP HOLDINGS LIMITED
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 the audit:
∙the information given in the Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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:
∙adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the parent company financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
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WILTON & BAIN GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WILTON & BAIN GROUP HOLDINGS LIMITED
Responsibilities of directors
As explained more fully in the directors' responsibilities statement set out on page 4, 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 Group and 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 intend either to liquidate the Group or 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 Group and parent company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation including regulation relating to IR35, health and safety regulation and anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the group and the parent company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the group and the parent company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006.
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WILTON & BAIN GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WILTON & BAIN GROUP HOLDINGS LIMITED
In addition, we evaluated the directors' and 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, in particular in relation to accrued commissions, revenue recognition (which we pinpointed to the cutoff assertion), and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and 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.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of the audit 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.
Gareth Jones (Senior statutory auditor)
For and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
30 Old Bailey
London
EC4M 7AU
31 July 2025
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WILTON & BAIN GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
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13 month period ended
30 June
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Interest receivable and similar income
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Interest payable and similar expenses
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Loss for the financial year
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Other comprehensive income
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Total comprehensive income for the year
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(Loss) for the year attributable to:
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Owners of the parent Company
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The Consolidated Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.
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The notes on pages 18 to 42 form part of these financial statements.
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WILTON & BAIN GROUP HOLDINGS LIMITED
REGISTERED NUMBER: 14137256
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 18 to 42 form part of these financial statements.
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WILTON & BAIN GROUP HOLDINGS LIMITED
REGISTERED NUMBER: 14137256
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
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Investments in subsidiaries
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. Loss for the year of the parent company was £13,346,000 (13 month period ended 30 June 2023: £nil).
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 18 to 42 form part of these financial statements.
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WILTON & BAIN GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
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Comprehensive loss for the period
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Loss for the 13 month period
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Other comprehensive income for the period
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Total comprehensive loss for the period
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Shares issued during the period
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Total transactions with owners
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Comprehensive loss for the year
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Other comprehensive income for the year
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Total comprehensive loss for the year
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Total transactions with owners
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The notes on pages 18 to 42 form part of these financial statements.
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WILTON & BAIN GROUP HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
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Comprehensive income for the period
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Profit for the 13 month period
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Other comprehensive income for the period
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Total comprehensive income for the period
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Shares issued during the period
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Total transactions with owners
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Comprehensive loss for the year
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Other comprehensive income for the year
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Total comprehensive loss for the year
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Total transactions with owners
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The notes on pages 18 to 42 form part of these financial statements.
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WILTON & BAIN GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
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13 month period ended 30 June 2023
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Cash flows from operating activities
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Loss for the financial year
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Amortisation of intangible fixed assets
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Depreciation of tangible fixed assets
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Interest payable and similar expenses
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Interest receivable and similar income
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of tangible fixed assets
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Sale of tangible fixed assets
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Cash from acquisition of subsidiaries
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Other costs associated with acquisition of subsidiaries
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Equity consideration to acquire subsidiaries
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Cash consideration paid to acquire subsidiaries
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Net cash from investing activities
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WILTON & BAIN GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Cash flows from financing activities
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Share premium on issue of ordinary shares
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Net cash used in financing activities
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Net (decrease)/increase in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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The notes on pages 18 to 42 form part of these financial statements.
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WILTON & BAIN GROUP HOLDINGS LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 JUNE 2024
The notes on pages 18 to 42 form part of these financial statements.
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WILTON & BAIN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Wilton & Bain Group Holdings Limited is a private company, limited by shares and incorporated in England and Wales. The registered number of the Company is 14137256. The address of its registered office is 30 Coleman Street, London, England, EC2R 5AL.
The principal activity of the Company is that of a holding company.
The principal activity of the Group is delivered through three complementary business areas focusing on executive search, interim management and specialist hires.
The prior period comparatives are for the 13 month period ended 30 June 2023, therefore the prior period comparatives are not directly comparable with the current period.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The financial statements have been presented in Pound Sterling as this is the currency of the primary economic environment in which the Group operates and is rounded to the nearest pound.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The Company is a qualifying entity for the purposes of FRS 102 and has elected to take the exemption under FRS 102, para 1.12 (b) not to present the Company statement of cash flows.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
- 18 -
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WILTON & BAIN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
The Group has made losses in the financial year, however, has positive net current assets at the year end. The Directors have detailed plans and forecasts to return the group to trading profits in the future periods. The group has also secured further funding from its investors since the year end which will provide the required funding facilities to support the business plan. The company will provide support its subsidiaries to ensure they can deliver on the business plan. On this basis, the Directors have prepared the financial statements on a going concern basis.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentation currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
All exchange gains and losses are presented in the Consolidated Statement of Comprehensive Income within 'administrative expenses'.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
Turnover is measured at the fair value of the consideration received or receivable, and represents amounts receivable for services rendered net of discounts, rebates, value added tax and other sales taxes.
Turnover arising from the placement of permanent candidates is recognised at three stages, Retainer, Shortlist and Placement. Revenue for the final stage is recognised at the time the candidate signs the contract of employment.
Turnover arising from temporary placements is recognised over the period that temporary workers are provided.
- 19 -
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WILTON & BAIN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
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Operating leases: the Group as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
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Interest receivable and similar income
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Interest receivable and similar income is recognised in profit or loss using the effective interest method.
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Interest payable and similar expenses
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Interest payable and similar expenses are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
- 20 -
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WILTON & BAIN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to profit or loss over its useful economic life.
Goodwill is amortised using the straight-line method over a 10 year period.
At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Impairment of goodwill is charged to the Consolidated Statement of Comprehensive Income and is disclosed below operating results.
- 21 -
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WILTON & BAIN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
The depreciation charge for the period is included within 'administrative expenses' in the Consolidated Statement of Comprehensive Income'.
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Impairment of fixed assets and goodwill
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Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
- 22 -
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WILTON & BAIN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
Investments are tested for impairment where can indication of impairment exists at the same reporting date.
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Debtors: amounts falling due within one year
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Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
Short-term employee benefits are recognised as an expense in the period in which they are incurred.
Termination benefits are recognised only when the Company is demonstrably committed to terminate the employment of an employee or a group of employees before their normal retirement date or to provide termination benefits as a result of an offer made in order to encourage voluntary redundancy.
- 23 -
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WILTON & BAIN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Consolidated Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
- 24 -
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WILTON & BAIN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Financial liabilities (continued)
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
- 25 -
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WILTON & BAIN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In applying the Group’s accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors’ judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised, if the revision affects only that year, or in the year of the revision and future years, if the revision affects both current and future years.
3.1 Critical judgements in applying the Group’s accounting policies
The critical judgements that the directors have made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below.
(i) Assessing indicators of impairment
In assessing whether there have been any indicators of impairment assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability. An impairment in the Company's investment in Wilton & Bain Group Limited and arising goodwill was made during the year of £13,391,000.
3.2 Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
(ii) Recoverability of debtors
The Group establishes a provision for debtors that are estimated not to be recoverable. When assessing recoverability, the directors have considered factors such as the aging of the debtors, past experience of recoverability, and the credit profile of individual or groups of customers.
At 30 June 2024 the directors have provided a provision of £62,092 (2023: 175,415) against trade debtors. Should the Group's actual experience of customer payments differ from the directors' expectation, the Group's future results will be affected.
- 26 -
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WILTON & BAIN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
The turnover is wholly attributable to the principal activity of the Group.
Analysis of turnover by geographical location:
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13 month period ended
30 June
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The operating (loss)/profit is stated after charging:
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13 month period ended
30 June
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Depreciation of tangible fixed assets
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- 27 -
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WILTON & BAIN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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During the year, the Group obtained the following services from the Group's auditor:
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13 month period ended
30 June
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Fees payable to the Group's auditor for the audit of the Group and the Company's financial statements
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Fees payable to the Group's auditor in respect of:
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Taxation compliance services
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Taxation advisory services
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Staff costs, including directors' remuneration, were as follows:
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13 month period ended 30 June 2023
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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13 month period ended
30 June
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- 28 -
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WILTON & BAIN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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13 month period ended
30 June
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Group contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 6 directors (13 month period ended 30 June 2023: 5) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £309,468 (13 month period ended 30 June 2023: £398,523).
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The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (13 month period ended 30 June 2023: £1,316).
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Interest receivable and similar income
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13 month period ended
30 June
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Other interest receivable
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- 29 -
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WILTON & BAIN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Interest payable and similar expenses
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13 month period ended
30 June
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Shareholder loan interest
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Amortised loan fees and transaction costs
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Invoice discounting charges
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13 month period ended
30 June
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Current tax on losses for the year
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Adjustments in respect of previous periods for subsidiaries
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Foreign tax on income for the year
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Origination and reversal of timing differences
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- 30 -
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WILTON & BAIN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
11.Tax on loss (continued)
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Factors affecting tax charge for the year/period
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The tax assessed for the year/period is higher than (2023: higher than) the standard rate of corporation tax in the UK of 25% (2023:19%). The differences are explained below:
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13 month period ended
30 June
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Loss before tax multiplied by standard rate of corporation tax in the UK of 25% (2023: 19%)
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Expenses not deductible for tax purposes
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Other permanent differences
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Adjustments to tax charge in respect of prior periods
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Adjustments to tax charge in respect of prior periods - deferred tax
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Remeasurement of deferred tax for rate changes
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Movement in deferred tax not recognised
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Impairment of goodwill not deductible
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Total tax charge for the year/period
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Factors that may affect future tax charges
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From 1 April 2023, the rate of corporation tax in the United Kingdom increased from 19% to 25%. Companies with profits of £50,000 or less are continuing to be taxed at 19%, which is a new small profits rate. Where taxable profits are between £50,000 and £250,000, the higher 25% rate will apply but with a marginal relief applying as profits increase. Deferred tax recognised during the year has been calculated at 25%.
- 31 -
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WILTON & BAIN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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The Company has no intangible fixed assets.
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- 32 -
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WILTON & BAIN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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The Company has no tangible fixed assets.
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- 33 -
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WILTON & BAIN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
|
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Investments in subsidiaries
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Investments in subsidiary companies
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- 34 -
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WILTON & BAIN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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The following were subsidiary undertakings of the Company:
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Wilton & Bain Group Limited
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30 Coleman Street, London, England, EC2R 5AL
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30 Coleman Street, London, England, EC2R 5AL
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*Wilton & Bain Management Solutions Limited
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30 Coleman Street, London, England, EC2R 5AL
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Provision of interim executives to businesses
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30 Coleman Street, London, England, EC2R 5AL
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135 E 57th Street, New York, NY 10022
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*Wilton and Bain Ireland Limited
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99 St Stephen's Green, Dublin 2, D02 V278, Ireland
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**Wilton & Bain Middle East FZE
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One Central, World Trade Center, Sheikh Zayed Road, Dubai 9573, UAE
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Executive Search and Leadership Advisory
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*These investments are held indirectly through Wilton & Bain Group Limited.
**This investment is held indirectly through Wilton & Bain Limited.
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- 35 -
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WILTON & BAIN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
|
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Debtors: amounts falling due within one year
|
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Amounts owed by group companies
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Prepayments and accrued income
|
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Included within trade debtors is bad debt provision of £62,092 (2023: £175,415).
Included within other debtors, are loans made to directors, refer to note 27 for more details.
The trade debtors balance is subject to an invoice discounting arrangement. These assets have not been derecognised from the Statement of Financial Position because the Group remains ultimately responsible for any unpaid balances, so the directors consider significant risks to have been retained.
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- 36 -
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WILTON & BAIN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Creditors: amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings are interest free and repayable on demand.
Loan notes consist of two amounts:
1. Loan notes issued with a principal value of £nil (2023: £892,245) which are interest free and repayable upon 7 days notice from the holder.
2. Loan notes issued with a principal value of £10,392,202 (2023: £10,392,202) which attract interest of 5%. The loan notes are repayable by 24 June 2029.
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Creditors: amounts falling due after more than one year
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Bank loans consist of a loan between the Company and Beechbrook UK SME Credit Ltd. The loan attracts interest at a rate of 7% + Central Bank base rate. The loan is due for full repayment on the 24 June 2027.
A charge containing fixed and floating elements with a negative pledge clause was registered by Alter Domus Trustees (UK) Limited in respect of this bank loan.
- 37 -
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WILTON & BAIN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 2-5 years
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Charged to profit or loss
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Arising on business combinations
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- 38 -
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WILTON & BAIN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
20.Deferred taxation (continued)
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The deferred taxation balance is made up as follows:
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Fixed asset timing differences
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Short term timing differences
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The Group has unutilised tax losses carried forward of approximately £939,982 (2023: £411,616). The deferred tax asset arising as a result of these losses has not been recognised in these financial statements due to the uncertainty of future taxable profits.
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Allotted, called up and fully paid
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797,648 (2023: 797,648) A ordinary shares of £0.01 each
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100,000 (2023: 100,000) B ordinary shares of £0.01 each
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Ordinary shares have equal voting rights and rights to participate in dividend payments and any other distributions, including distributions arising from a winding up of the Company.
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Share premium account
This reserve represents the amount above the nominal value received for issued share capital, less transaction costs.
Profit and loss account
This reserve represents the cumulative profits and losses.
The Company and Group do not have any capital commitments at 30 June 2024 (2023: £nil).
- 39 -
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WILTON & BAIN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
At the year end, there was one charge outstanding. On 11 July 2025 a second charge was registered by Alter Domus Trustees (UK) Limited over a subsidiary company. Both charges include fixed charges, floating charges, negative pledge clauses and are held over the assets of the subsidiary company.
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £198,646 (13 month period ended 30 June 2023: £78,090). Contributions totalling £14,658 (2023: £16,924) were payable to the fund at the reporting date and are included in other creditors.
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Commitments under operating leases
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At 30 June 2024 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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The Company does not have any operating lease commitments.
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- 40 -
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WILTON & BAIN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Directors' advances, credits and guarantees
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The following advances and credits to directors subsisted during the year ended 30 June 2024 and 13 month period ended 30 June 2023:
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Balance outstanding at start of the period
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Balance acquired through acquisition of subsidiary
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Balance outstanding at the end of the period
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Balance outstanding at start of the period
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Balance acquired through acquisition of subsidiary
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Balance outstanding at the end of the period
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Balance outstanding at start of the period
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Balance acquired through acquisition of subsidiary
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Balance outstanding at the end of the period
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Balance outstanding at start of the period
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Balance acquired through acquisition of subsidiary
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Balance outstanding at the end of the period
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Directors' loans are unsecured, interest free with no fixed repayment terms, except for P Marmion, which attracts interest of 2% and is due for repayment on 25 October 2025.
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- 41 -
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WILTON & BAIN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Related party transactions
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The Group has taken advantage of the exemption contained in FRS 102 from disclosing intra-group transactions eliminated on consolidation.
During the year Jackson Lombard Limited, a company controlled by J S L Mobbs and B R Latreuille provided recruitment services to Wilton and Bain Limited of £nil (13 month period ended 30 June 2023: £62,000). There is nothing owed to Jackson Lombard Limited at the year end (2023: £nil).
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Entities that provide key management personnel services to the entity
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Amounts due to related parties
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During the year, a total of key management personnel compensation of £53,027 (13 month period ended 30 June 2023: 63,413) was paid.
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The Group enters into forward foreign currency contracts to mitigate the exchange rate risk for foreign currency payables which generally mature within a twelve month period. At 30 June 2024 the Group was committed to buy $50,000 and €200,000 (2023: $1,100,000 and €850,000) within twelve months.
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Post balance sheet events
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On 1 July 2024, the Company purchased 10,000 of their own class A ordinary shares of nominal value £0.01 each for a total amount of £20,000 and cancelled these shares.
On 23 July 2024, 20,000 class A ordinary shares were allotted by the Company of nominal value £0.01 at par.
On 9 January 2025, 157,750 class A ordinary shares were allotted by the Company of nominal value £0.01 at par and 14,984 class B ordinary shares were allotted by the Company of nominal value £0.01 at par.
On 13 January 2025, 30,000 class A ordinary shares were cancelled by the Company by way of purchase of own shares.
On 11 July 2025, Beechbrook Capital agreed to make a cash based investment of £1,110,000 to provide additional financial support to the group.
The directors consider there to be no ultimate controlling party.
- 42 -
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