REGISTERED NUMBER: 14670189 (England and Wales)

Agenda Resource Management Holdings Ltd

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31st December 2024

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

18

DIRECTORS:

T A Sanders

R A Millard

REGISTERED OFFICE:

Regents Court

Princess Street

Hull

HU2 8BA

REGISTERED NUMBER:

14670189 (England and Wales)

AUDITORS:

Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire

HU2 8BA

The directors present their strategic report of the company and the group for the year ended 31st December 2024.

REVIEW OF BUSINESS

Agenda Resource Management Holdings Limited incorporated on 17th February 2023.

During the period, the business purchased the shareholding of Agenda Security Screening Limited.

The group provides staffing and screening solutions and is organised into 3 core areas:

-

Life Sciences - providing support to the Life Science sector, contract staffing, permanent recruitment, facilities management solutions and for the first time an equipment distributorship.

-

Screening - pre-employment screening for a wide range of clients, including Government, public and private sector organisations.

-

Marketing & Communications - providing graphic design print, website design, e-marketing, event management and social media services.

2024 has been another year of sustained growth across its core areas as well as running a distributorship in the Life Science sector. The business delivered an exceptional result across a number of its areas. An increase in profitability within the Contracts, Facilities and Veterinary Services areas, together with the distributorship generating additional profit more than off-setting challenges in Screening and Recruitment. There was also investment in core support services and key appointments to support the group's long-term strategy.

The business delivered an Operating Profit of £401k compared to £523k in the prior year.

The success of the year has been the result of a clearly defined strategic path and an agile operating platform, meaning the potential of commercial opportunities have been fulfilled. We continue to work and devote our efforts to long-term growth and we are working towards successfully delivering a new 5-year strategic plan.

The business continues to be underpinned by our core values of Respect, Reputation and Responsibility and 2024 further championed our Great Place To Work initiative. Our people are at the core of everything we do and are intrinsic to the Agenda brand. Staff retention rates strengthened again in 2024. We are proud of our long-service employees as well as our commitment to invest heavily in new starters and supporting business growth.

The turnover of the group was as follows:

2024

2023

£15.7m

£11.2m

To support the growth, the business continued to invest in its employees and there was a small decrease in staff numbers from 180 in 2023 to 172 in 2024.

PRINCIPAL RISKS AND UNCERTAINTIES

The management of the group and the execution of the group strategies are of course subject to a number of risks.

The key business risks affecting the group are considered to relate to competition and market risks in the group's key areas of operation, together with the on-going threat presented by external economic pressures.

The group finances are well managed with an excellent relationship with its banking partner. It has minimal interest rate exposure.

The group monitors credit risk closely and considers that its current policies of finance checks on potential clients meet its objectives of managing exposure to credit risk.

KEY PERFORMANCE INDICATORS

Given the straightforward nature of the business, the directors closely monitor key performance indicators and progress towards strategic objectives; 2024 showed continued momentum towards our 2025 strategic goals.

ON BEHALF OF THE BOARD:

R A Millard - Director

14th May 2025

The directors present their report with the financial statements of the company and the group for the year ended 31st December 2024.

DIVIDENDS

The directors were paid final dividends totalling £4,000 during the year.

DIRECTORS

The directors shown below have held office during the whole of the period from 1st January 2024 to the date of this report.

T A Sanders

R A Millard

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 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 and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Smailes Goldie, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

R A Millard - Director

14th May 2025

Opinion

We have audited the financial statements of Agenda Resource Management Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 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:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31st December 2024 and of the group's profit 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, 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 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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's 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 either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, anti-bribery, environmental and health and safety legislation. An understanding of these laws and regulations and the extent of compliance was obtained through discussion with management and inspecting legal and regulatory correspondence.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

-

performed analytical procedures to identify any unusual or unexpected relationships;

-

tested journal entries to identify unusual transactions;

-

assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

-

investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

-

agreeing financial statement disclosures to underlying supporting documentation;

-

reading the minutes of meetings of those charged with governance;

-

enquiring of management as to actual and potential litigation and claims; and

-

reviewing correspondence with relevant regulators and the company's legal advisors.

Due to 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 regulation. 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. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

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 Report of the Auditors.

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 a Report of the Auditors 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.

William Cowell ACA (Senior Statutory Auditor)

for and on behalf of Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire

HU2 8BA

14th May 2025

TURNOVER

3

15,734,651

11,264,076

Cost of sales

9,784,933

7,097,973

GROSS PROFIT

5,949,718

4,166,103

Administrative expenses

5,548,296

3,642,379

401,422

523,724

Other operating income

67

26,789

OPERATING PROFIT

5

401,489

550,513

Interest payable and similar expenses

6

45,226

28,416

PROFIT BEFORE TAXATION

356,263

522,097

Tax on profit

7

(37,179

)

180,898

PROFIT FOR THE FINANCIAL YEAR

393,442

341,199

Profit attributable to:

Owners of the parent

393,442

341,199

PROFIT FOR THE YEAR

393,442

341,199

OTHER COMPREHENSIVE INCOME

Revaluation

479,725

-

Income tax relating to other comprehensive income

(36,779

)

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

442,946

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

836,388

341,199

Total comprehensive income attributable to:

Owners of the parent

836,388

341,199

FIXED ASSETS

Intangible assets

10

3,872,043

3,938,215

Tangible assets

11

1,504,614

993,789

Investments

12

-

-

5,376,657

4,932,004

CURRENT ASSETS

Stocks

13

337,504

340,246

Debtors

14

2,648,243

2,333,377

Cash at bank and in hand

408,553

205,545

3,394,300

2,879,168

CREDITORS

Amounts falling due within one year

15

4,644,790

4,562,501

NET CURRENT LIABILITIES

(1,250,490

)

(1,683,333

)

TOTAL ASSETS LESS CURRENT LIABILITIES

4,126,167

3,248,671

CREDITORS

Amounts falling due after more than one year

16

(2,726,819

)

(2,723,803

)

PROVISIONS FOR LIABILITIES

20

(255,905

)

(213,813

)

NET ASSETS

1,143,443

311,055

CAPITAL AND RESERVES

Called up share capital

21

1,000

1,000

Revaluation reserve

22

442,946

-

Retained earnings

22

699,497

310,055

SHAREHOLDERS' FUNDS

1,143,443

311,055

The financial statements were approved by the Board of Directors and authorised for issue on 14th May 2025 and were signed on its behalf by:

R A Millard - Director

T A Sanders - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

6,087,343

6,087,343

6,087,343

6,087,343

CURRENT ASSETS

Debtors

14

100

100

CREDITORS

Amounts falling due within one year

15

2,484,343

1,944,343

NET CURRENT LIABILITIES

(2,484,243

)

(1,944,243

)

TOTAL ASSETS LESS CURRENT LIABILITIES

3,603,100

4,143,100

CREDITORS

Amounts falling due after more than one year

16

2,163,000

2,703,000

NET ASSETS

1,440,100

1,440,100

CAPITAL AND RESERVES

Called up share capital

21

1,000

1,000

Other reserves

22

1,439,100

1,439,100

SHAREHOLDERS' FUNDS

1,440,100

1,440,100

Company's profit for the financial year

4,000

31,144

The financial statements were approved by the Board of Directors and authorised for issue on 14th May 2025 and were signed on its behalf by:

R A Millard - Director

T A Sanders - Director

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Changes in equity

Issue of share capital

1,000

-

-

1,000

Dividends

-

(31,144

)

-

(31,144

)

Total comprehensive income

-

341,199

-

341,199

Balance at 31st December 2023

1,000

310,055

-

311,055

Changes in equity

Dividends

-

(4,000

)

-

(4,000

)

Total comprehensive income

-

393,442

442,946

836,388

Balance at 31st December 2024

1,000

699,497

442,946

1,143,443

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

£

£

£

Changes in equity

Issue of share capital

1,000

-

-

1,000

Dividends

-

(31,144

)

-

(31,144

)

Total comprehensive income

-

31,144

1,439,100

1,470,244

Balance at 31st December 2023

1,000

-

1,439,100

1,440,100

Changes in equity

Dividends

-

(4,000

)

-

(4,000

)

Total comprehensive income

-

4,000

-

4,000

Balance at 31st December 2024

1,000

-

1,439,100

1,440,100

Cash flows from operating activities

Cash generated from operations

1

39,733

1,421,158

Interest paid

(27,910

)

(18,489

)

Interest element of hire purchase payments paid

(17,316

)

(9,927

)

Tax paid

(81,274

)

114,102

Net cash from operating activities

(86,767

)

1,506,844

Cash flows from investing activities

Purchase of intangible fixed assets

(392,869

)

(398,546

)

Purchase of tangible fixed assets

(132,521

)

(24,129

)

Sale of tangible fixed assets

18,500

-

Payment to acquire investment

-

(288,243

)

Cash acquired from subsidiary

-

57,967

Net cash from investing activities

(506,890

)

(652,951

)

Cash flows from financing activities

New loans in year

750,000

-

Loan repayments in year

-

(605,000

)

Capital repayments in year

27,564

(13,204

)

Share issue

-

1,000

Equity dividends paid

(4,000

)

(31,144

)

Net cash from financing activities

773,564

(648,348

)

Increase in cash and cash equivalents

179,907

205,545

Cash and cash equivalents at beginning of year

2

205,545

-

Cash and cash equivalents at end of year

2

385,452

205,545

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

17/2/23

Year Ended

to

31/12/24

31/12/23

£

£

Profit before taxation

356,263

522,097

Depreciation charges

550,576

423,043

(Profit)/loss on disposal of fixed assets

(8,614

)

7,296

Government grants

-

(664

)

Finance costs

45,226

28,416

943,451

980,188

Decrease/(increase) in stocks

2,742

(123,773

)

Increase in trade and other debtors

(314,866

)

(45,282

)

(Decrease)/increase in trade and other creditors

(591,594

)

610,025

Cash generated from operations

39,733

1,421,158

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31st December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

408,553

205,545

Bank overdrafts

(23,101

)

-

385,452

205,545

Period ended 31st December 2023

31/12/23

17/2/23

£

£

Cash and cash equivalents

205,545

-

3.	ANALYSIS OF CHANGES IN NET FUNDS/(DEBT)

At 1/1/24

Cash flow

At 31/12/24

£

£

£

Net cash

Cash at bank and in hand

205,545

203,008

408,553

Bank overdrafts

-

(23,101

)

(23,101

)

205,545

179,907

385,452

Debt

Finance leases

(35,680

)

(27,564

)

(63,244

)

Debts falling due within 1 year

-

(231,055

)

(231,055

)

Debts falling due after 1 year

-

(518,945

)

(518,945

)

(35,680

)

(777,564

)

(813,244

)

Total

169,865

(597,657

)

(427,792

)

1.	STATUTORY INFORMATION

Agenda Resource Management Holdings Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

Agenda Resource Management Holdings Limited is a limited company incorporated in the United Kingdom. The address of the registered office is given in the company information on page 1 of these financial statements.

The financial statements have been prepared in accordance with applicable accounting standards including Financial Reporting Standard 102 The Financial Reporting Standard Applicable in the UK and Republic of Ireland (FRS102) and the Companies Act 2006. The financial statements have been prepared on a going concern basis under the historical cost convention, modified to include certain items at fair value.

The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for the provision of resource management, pre-employment security screening and marketing services to the customers. Turnover is shown net of Value Added Tax.

Interest receivable and other income

Interest income is recognised using the effective interest method.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2023, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less accumulated amortisation and any accumulated impairment losses.

Patents and licences are being amortised evenly over their estimated useful life of ten years.

Assets in the course of construction are carried at a cost less any recognised impairment loss. Amortisation of these assets commences when the assets are ready for their intended use.

Tangible fixed assets

Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended.

Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost, less estimated residual value, of each asset on a systematic basis over its expected useful life as follows:

Freehold property

- 2.5%, freehold land is not depreciated

Plant and machinery

- 15% - 33%

Motor vehicles

- 25% - 33%

An amount equal to the excess of the annual depreciation charge on revalued assets over the notional historical cost depreciation charge on those assets is transferred annually from the revaluation reserve to the profit and loss reserve.