REGISTERED NUMBER: 02745916 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 December 2024

for

BGRS Global UK Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

Mrs H Richardson

J Margolis

REGISTERED OFFICE:

Kingston House

Lydiard Fields

Swindon

Wiltshire

SN5 8UB

REGISTERED NUMBER:

02745916 (England and Wales)

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the provision of relocation services.

REVIEW OF BUSINESS

The company have maintained their position within the relocation industry with regards to operational excellence, market share and financial performance with numerous ongoing client pursuits in both domestic and global markets. During 2024, the UK operations continued to benefit from the global reach of our BGRS Global UK Limited (BGRS) affiliates through our parent company, SIRVA Inc. which has operating subsidiaries and franchises in 190 countries around the world. This provides many cross-selling opportunities of services between geographical regions with the UK being a key location for many international clients. The company's client list includes numerous global blue-chip companies who benefit from end-to-end relocation and moving solutions, flexibility to meet individual needs and innovative technology solutions.

PRINCIPAL RISKS AND UNCERTAINTIES

As a provider of global relocation services to large international corporations, the company could be subject to the on-going risks surrounding the global financial and economic climate. While global interest rates and inflation rates have normalized over the past year, increases in interest or inflation rates can be expected to result in negative pressure on our clients and their spending and therefore the company's turnover. The financial statements have been prepared on a going concern basis.

FUTURE DEVELOPMENTS

The future development of the company will remain focused on servicing existing clients and working with its global affiliates to win new sales and increasing market share within the relocation industry both within the UK and in mainland Europe.

KEY PERFORMANCE INDICATORS ("KPIS")

SIRVA Inc. continues its ongoing effort to streamline its global relocation operations. In the UK, all the company's new business are implemented directly by its intermediary parent company, Sirva Relocation Holdings Limited, instead of by the company itself. As a result, the directors note that the company's standalone KPIs have reduced value in reflecting the overall performance of the business.

The volume of assignments undertaken by the company in the year has decreased compared to the prior year, with turnover decreasing by 20%. Gross margin improved by 193%, primarily due to reduced direct salaries & benefits costs and transfer pricing costs, though overall operating loss decreased by 16% due to decreased shared services cost allocation from its affiliates.

ON BEHALF OF THE BOARD:

Mrs H Richardson - Director

30 September 2025

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

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

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

Mrs H Richardson

J Margolis

FINANCIAL INSTRUMENTS

The company holds or issues financial instruments in order to achieve two main objectives, being:

-

to finance its operations;

-

to manage its exposure to interest risks arising from its operations and its source of finance;

-

for trading purposes

In addition, various financial instruments (e.g. trade debtors, trade creditors, accruals and prepayments) arise directly from the company's operations.

DISCLOSURE IN THE STRATEGIC REPORT

The directors have chosen to report on the principal risks and uncertainties affecting the company and their review of the business in the company Strategic Report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the company Strategic Report, Directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the company financial statements in accordance with United Kingdom adopted international accounting standards. 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 company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

- select suitable accounting policies and apply them consistently

- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

- provide additional disclosures when compliance with the specific requirements of the financial reporting framework are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

- make an assessment of the company's ability to continue as a going concern.

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 company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company 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 company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

Sumer Audit was appointed as auditor for the financial year ended 31 December 2023. A decision on who to appoint as registered auditor to the company for subsequent years will be made at the Annual General Meeting.

ON BEHALF OF THE BOARD:

Mrs H Richardson - Director

30 September 2025

Opinion

We have audited the financial statements of BGRS Global UK Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity 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 Financial Reporting Standard 101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 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 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or

-	the 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 three, 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 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 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 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to health and safety, employment law and company legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements of the Company. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and taxation legislation. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue or reduce expenditure, and management bias in accounting estimates and judgemental areas of the financial statements. Audit procedures performed by the audit engagement team included:

-

Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;

-

Understanding of management's internal controls designed to prevent and detect irregularities, and fraud;

-

Reviewing the Company's legal costs to check for non-compliance with laws and regulations and fraud;

-

Review of tax compliance;

-

Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing of expenses;

-

Testing transactions entered into outside of the normal course of the Company's business; and

-

Identifying and testing journal entries, in particular any journal entries with fraud characteristics such as journals with round numbers.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities 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.

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.

David Iain Black (Senior Statutory Auditor)

for and on behalf of Sumer Auditco Limited

Statutory Auditors

Hermes House

Fire Fly Avenue

Swindon

Wiltshire

SN2 2GA

30 September 2025

TURNOVER

18,886,270

23,781,828

Cost of sales

16,468,195

22,515,486

GROSS PROFIT

2,418,075

1,266,342

Administrative expenses

5,905,401

5,682,615

OPERATING LOSS

(3,487,326

)

(4,416,273

)

Interest receivable and similar income

3,751,667

1,974,981

264,341

(2,441,292

)

Gain/loss on revaluation of investments

(225,906

)

-

38,435

(2,441,292

)

Interest payable and similar expenses

5

5,904,849

5,193,855

LOSS BEFORE TAXATION

6

(5,866,414

)

(7,635,147

)

Tax on loss

7

3,976

13,543

LOSS FOR THE FINANCIAL YEAR

(5,870,390

)

(7,648,690

)

LOSS FOR THE YEAR

(5,870,390

)

(7,648,690

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(5,870,390

)

(7,648,690

)

NON-CURRENT ASSETS

Owned

Tangible assets

8

77,357

83,010

Right-of-use

Tangible assets

8, 14

-

-

Investments

9

74,564

300,470

151,921

383,480

CURRENT ASSETS

Debtors

10

126,960,331

116,684,703

Cash at bank

11

13,268,022

10,664,853

140,228,353

127,349,556

CREDITORS

Amounts falling due within one year

12

126,620,355

108,102,727

NET CURRENT ASSETS

13,607,998

19,246,829

TOTAL ASSETS LESS CURRENT LIABILITIES

13,759,919

19,630,309

CAPITAL AND RESERVES

Called up share capital

15

64,935,178

64,935,178

Capital redemption reserve

16

200

200

Capital contribution reserve

16

30,218,460

30,218,460

Retained earnings

16

(81,393,919

)

(75,523,529

)

SHAREHOLDERS' FUNDS

13,759,919

19,630,309

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

Mrs H Richardson - Director

Called up

Capital

Capital

share

Retained

redemption

contribution

Total

capital

earnings

reserve

reserve

equity

£

£

£

£

£

Balance at 1 January 2023

64,935,178

(67,874,839

)

200

30,218,460

27,278,999

Changes in equity

Total comprehensive income

-

(7,648,690

)

-

-

(7,648,690

)

Balance at 31 December 2023

64,935,178

(75,523,529

)

200

30,218,460

19,630,309

Changes in equity

Total comprehensive income

-

(5,870,390

)

-

-

(5,870,390

)

Balance at 31 December 2024

64,935,178

(81,393,919

)

200

30,218,460

13,759,919

1.	STATUTORY INFORMATION

BGRS Global UK Limited ('the company') 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 Company Information page

The principal activity of the company is the provision of global talent mobility solution services to its clients.

2.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company is an indirectly wholly owned subsidiary of SIRVA Relocation Holdings Limited, and the company's results are included in the consolidated financial statements of SIRVA Relocation Holdings Limited. The company has taken advantage of the exemption from preparing group accounts under s.400 of the Companies Act 2006 and has prepared separate financial statements. These financial statements have been prepared in accordance with FRS 101 and the Companies Act 2006. These financial statements are prepared under the historical cost convention. The annual report and financial statements of SIRVA Relocation Holdings Limited are available to the public on request and filed at companies house.

Going concern

The company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Business Review on page 2. The Strategic Report on page 2 and Directors' Report on page 3 describe the financial position of the company; its cash flows, liquidity position and borrowing facilities; the company's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments; and its exposure to credit risk and liquidity risk.

As at 31 December 2024, the company is in a net current asset and a net asset position. The company meet day-to-day working capital requirements through a combination of its own operating cash flows, an intercompany funding facility for periods of shortfall and a receivable securitisation facility entered in 2022.

The nature of the company is such that they enter into contracts which will benefit the group but, from time-to-time, may cause losses on an entity basis. The cash flows and benefits of the company are primarily assessed on a group level wherein it provides a continued benefit to the group.

SIRVA Holdings LLC, the company's ultimate parent, has confirmed that it will provide the necessary support to enable the company to meet their financial obligations as they fall due for the 12 months from approval of these financial statements. After making enquiries and considering the financial abilities of SIRVA, Inc, the directors have a reasonable expectation that the company have adequate resources to continue in operational existence for a period of at least twelve months from the date of approval of these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

•

the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations;

•

the requirements of IFRS 7 Financial Instruments: Disclosures;

•

the requirements of paragraph 52, the second sentence of paragraph 89 of IFRS 16 Leases;

the requirements of paragraph 58 of IFRS 16;

•

the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;

•

the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:

-

paragraphs 53(a), (h) and (j) of IFRS 16;

-

paragraph 79(a)(iv) of IAS 1; and

-

paragraph 73(e) of IAS 16 Property, Plant and Equipment;

•

the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1;

•

the requirements of

-

paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and

-

paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7;

•

the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

•

the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;

•

the requirements of paragraph 74(b) of IAS 16;

•

the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

•

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group;

Changes in accounting policies

The following standards and amendments were effective for the periods beginning on or after:

New standards

-

IFRS 18 'Presentation and disclosure in financial statements' (effective 1 January 2027)

-

IFRS 19 Subsidiaries without Public Accountability Disclosure (effective 1 January 2027)

Amendments

-

IAS 1 'Presentation of financial statements' on classification of liabilities (effective 1 January 2024)

-

IAS 1 'Presentation of financial statements' on non-current liabilities with covenants (effective

1 January 2024)

-

IFRS 16 'Leases' Lease Liability in a Sale and Leaseback (effective 1 January 2024)

-

IAS 7 and IFRS 7 Supplier finance (effective 1 January 2024)

-

IAS 21 Lack of Exchangeablility (effective 1 January 2024)

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding discounts, rebates, customer returns and other sales taxes or duty.

The company recognises revenue from contracts with customers based on a five-step model as set out in IFRS 15:

1)

Identify the contract(s) with a customer: A contract is defined as an agreement between two or more

parties that creates enforceable rights and obligations and sets out the criteria for every contract that

must be met.

2)

Identify the performance obligations in the contract: A performance obligation is a promise in a contract

with a customer to transfer a good or service to the customer.

3)

Determine the transaction price: The transaction price is the amount of consideration to which the

company expects to be entitled in exchange for transferring promised goods or services to a customer,

excluding amounts collected on behalf of third parties.

4)

Allocate the transaction price to the performance obligations in the contract: For a contract that has

more than one performance obligation, the company will allocate the transaction price to each

performance obligation in an amount that depicts the amount of consideration to which the company

expects to be entitled in exchange for satisfying each performance obligation.

5)

Recognise revenue when (or as) the entity satisfies a performance obligation at a point in time or over

time.

The company satisfies a performance obligation and recognises revenue over time, if one of the following criteria is met:

-

The customer simultaneously receives and consumes the benefits provided by the company's performance as the company performs; or

-

The company's performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or

-

The company's performance does not create an asset with an alternative use to the company and the entity has an enforceable right to payment for performance completed to date.

For performance obligations where any one of the above conditions are not met, revenue is recognised at a point in time at which the performance obligation is satisfied. The company is required to assess each of its contracts with customers to determine whether performance obligations are satisfied over time or at a point in time in order to determine the appropriate method of recognising revenue. The company has concluded that for majority of its arrangements, it is either creating or enhancing an asset controlled by the customer or it is creating an asset with no alternative use and has an enforceable right to payment for work completed. Therefore, it meets the criteria to recognise revenue over time and measure progress of its projects through the time-based (output approach) as it best depicts the transfer of control of products and services under each performance obligation

When the company satisfies a performance obligation by delivering the promised goods or services it creates a contract asset based on the amount of consideration earned by the performance. Where the amount of consideration received from a customer exceeds the amount of revenue recognised this gives rise to a contract liability.

Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes and duty. The company assesses its revenue arrangements against specific criteria to determine if it is acting as principal or agent. The company has concluded that it is acting as an agent in all of its revenue arrangements.

Revenue is recognised when the company completes its performance obligation and control is transferred to the customer.

The company combines two or more contracts entered into at or near the same time with the same customer and accounts for the contracts as a single contract if one or more of the following criteria are met:

-

The two or more contracts entered into at or near the same time with the same customer are negotiated as a package, with a single commercial objective;

-

The amount of consideration to be paid in one contract depends on the price or performance of the other contract; or

-

The goods or services promised in the contracts (or some goods or services promised in each of the contracts) are a single performance obligation.

If the above criteria are met, the arrangements are combined and accounted for as a single arrangement for revenue recognition.

The company applies the practical expedient in IFRS 15:94 and recognises incremental costs of obtaining contracts as an expense when incurred if the amortisation period of the assets BGRS would otherwise have recognised is one year or less. Contract costs with assessed amortisation period over one year are immaterial.

Revenue is recognised in the statement of comprehensive income to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur and the revenue and costs, if applicable, can be measured reliably.

The company recognises the following types of revenue from contracts with customers:

Service fees from clients

Service fees associated with the provision of relocation management services to customers (i.e., employees of clients) are generally recognised over the period in which services are rendered with the percentage of completion measured by specific milestones. Consideration from the client is usually received up front, as such it is initially recorded as contract liabilities and then recognised over the relocation lifecycle as the performance obligation to the client is satisfied.

Supplier referral fees

The company earns referral fees from various suppliers who provide services directly to customers as part of the company's service offerings. While the entity typically satisfies its performance obligation at the point of referral, consideration is variable and its estimate typically constrained until known as the earned referral fee is dependent on the underlying services the referred transferee receives, if any.

Finance income

Finance income is primarily derived from amounts paid by the company for reimbursable costs, but not yet billed and collected from clients, and is generally variable based on market rates plus a negotiated spread. Finance income is recognised in revenue in the amount to which the entity has a right to invoice.

Affiliated companies - transfer pricing

The company is party to transfer pricing arrangements with affiliated companies under common control. Costs relating to services rendered on behalf of these companies are recharged with a mark-up to commensurate with the profit margin earned by businesses providing similar services to arm's length. Revenue is recognised as the performance obligation is satisfied as service is rendered.

Due to the nature of the services provided, the company does not incur any obligations for returns, refunds, warranties or other similar obligations.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Right-of-use asset

-

over period of lease

Improvements to property

-

over period of lease

Fixtures and fittings

-

20% on straight line basis

Computer equipment

-

33% on straight line basis

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

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset and is credited or charged to profit or loss.

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Creditors are recognised initially at fair value and are subsequently measured at amortised cost using the effective interest method.

Cash at bank

Cash at bank includes cash in hand and deposits held at call with banks.

Financial instruments

Financial assets and financial liabilities are recognised when the company becomes a party to the contractual provisions of the relevant instrument. In accordance with IFRS 9: Financial Instruments, the financial instruments are recorded initially at fair value. Subsequent measurement of those instruments at the year-end date reflects the designation of the financial instrument.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when the company has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

Classification of financial assets

Debt instruments that meet the following conditions are measured subsequently at amortised cost:

-

the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

-

the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Amortised cost and effective interest method

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument.

The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired (see below). For financial assets that have subsequently become credit-impaired, interest income is recognised by applying the effective interest rate to the amortised cost of the financial asset. If, in subsequent reporting periods, the credit risk on the credit-impaired financial instrument improves so that the financial asset is no longer credit-impaired, interest income is recognised by applying the effective interest rate to the gross carrying amount of the financial asset.

Interest income is recognised in statement of comprehensive income and is included in the interest receivable and similar income line item.

Impairment of financial assets

The company recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised cost and trade receivables. The amount of expected credit losses (ECL) is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

The company recognises lifetime ECL when there has been a significant increase in credit risk since initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the company measures the loss allowance for that financial instrument at an amount equal to 12-month ECL.

Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

(i) Significant increase in credit risk

In assessing whether the credit risk on a financial instrument has increased significantly since initial recognition, the company compares the risk of a default occurring on the financial instrument at the reporting date with the risk of a default occurring on the financial instrument at the date of initial recognition. In making this assessment, the company considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort. Forward-looking information considered includes the future prospects of the industries in which the company's trade and other receivables operate, obtained from economic expert reports, financial analysts, governmental bodies, relevant think-tanks and other similar organisations, as well as consideration of various external sources of actual and forecast economic information that relate to the company's core operations.

In particular, the following information is taken into account when assessing whether credit risk has increased significantly since initial recognition:

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an actual or expected significant deterioration in the financial instrument's external (if available) or internal credit rating;

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significant deterioration in external market indicators of credit risk for a particular financial instrument, e.g. a significant increase in the credit spread, the credit default swap prices for the debtor, or the length of time or the extent to which the fair value of a financial asset has been less than its amortised cost;

-

existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant decrease in the debtor's ability to meet its debt obligations;

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an actual or expected significant deterioration in the operating results of the debtor; and

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significant increases in credit risk on other financial instruments of the same debtor.

Irrespective of the above analysis, the company considers that default has occurred when a financial asset is more than 90 days past due unless the company has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.

Despite the foregoing, the company assumes that the credit risk on a financial instrument has not increased significantly since initial recognition if the financial instrument is determined to have low credit risk at the reporting date. A financial instrument is determined to have low credit risk if:

1)

The financial instrument has a low risk of default;

2)

The debtor has a strong capacity to meet its contractual cash flow obligations in the near term; and

3)

Adverse changes in economic and business conditions in the longer term may, but will not necessarily,

reduce the ability of the borrower to fulfil its contractual cash flow obligations.

The company considers a financial asset to have low credit risk when the asset has external credit rating of 'investment grade' in accordance with the globally understood definition or if an external rating is not available, the asset has an internal rating of 'performing'. Performing means that the counterparty has a strong financial position and there are no past due amounts.

The company regularly monitors the effectiveness of the criteria used to identify whether there has been a significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of identifying significant increase in credit risk before the amount becomes past due.

(ii) Definition of default

The company considers the following as constituting an event of default for internal credit risk management purposes as historical experience indicates that financial assets that meet either of the following criteria are generally not recoverable:

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when there is a breach of financial covenants by the debtor; or

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information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its trade and other payables, including the company, in full (without taking into account any collateral held by the company).

Irrespective of the above analysis, the company considers that default has occurred when a financial asset is more than 90 days past due unless the company has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.

(iii) Credit-impaired financial assets

A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable data about the following events:

a)

significant financial difficulty of the issuer or the borrower;

b)

a breach of contract, such as a default or past due event (see (ii) above);

c)

the lender(s) of the borrower, for economic or contractual reasons relating to the borrower's financial

difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise

consider;

d)

it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation; or

e)

the disappearance of an active market for that financial asset because of financial difficulties.

(iv) Write-off policy

The company writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or in the case of trade receivables, when the amounts are over two years past due, whichever occurs sooner. Financial assets written off may still be subject to enforcement activities under the company's recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognised in profit or loss.

(v) Measurement and recognition of expected credit losses.

The measurement of expected credit losses is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward-looking information as described above. As for the exposure at default, for financial assets, this is represented by the assets' gross carrying amount at the reporting date; for financial guarantee contracts, the exposure includes the amount drawn down as at the reporting date, together with any additional amounts expected to be drawn down in the future by default date determined based on historical trend, the company's understanding of the specific future financing needs of the trade and other receivables, and other relevant forward-looking information.

For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the company in accordance with the contract and all the cash flows that the company expects to receive, discounted at the original effective interest rate.

For a financial guarantee contract, as the company is required to make payments only in the event of a default by the debtor in accordance with the terms of the instrument that is guaranteed, the expected loss allowance is the expected payments to reimburse the holder for a credit loss that it incurs less any amounts that the company expects to receive from the holder, the debtor or any other party.

If the company has measured the loss allowance for a financial instrument at an amount equal to lifetime ECL in the previous reporting period, but determines at the current reporting date that the conditions for lifetime ECL are no longer met, the company measures the loss allowance at an amount equal to 12-month ECL at the current reporting date, except for assets for which simplified approach was used.

The company recognises an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account and does not reduce the carrying amount of the financial asset in the statement of financial position.

Derecognition of financial assets

The company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the company recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the company retains substantially all the risks and rewards of ownership of a transferred financial asset, the company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

On derecognition of a financial asset in its entirety, the difference between the asset's carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss.

On derecognition of a financial asset other than in its entirety (e.g. when the company retains an option to repurchase part of a transferred asset), the company allocates the previous carrying amount of the financial asset between the part it continues to recognise under continuing involvement, and the part it no longer recognises on the basis of the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part that is no longer recognised and the sum of the consideration received for the part no longer recognised and any cumulative gain or loss allocated to it that had been recognised in other comprehensive income is recognised in profit or loss. A cumulative gain or loss that had been recognised in other comprehensive income is allocated between the part that continues to be recognised and the part that is no longer recognised on the basis of the relative fair values of those parts.

Non-derivative financial liabilities

All financial liabilities are measured subsequently at amortised cost using the effective interest method.

Non-derivative financial liabilities are initially recorded at fair value less directly attributable transaction costs, and subsequently at amortised cost using the effective interest method. The company has the following non-derivative financial liabilities: trade and other payables. The company derecognises financial liabilities when its contractual obligations are discharged, cancelled or expired. Where an existing financial liability is replaced by another form from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a de-recognition of the original liability and the recognition of a new liability, such that the difference in the respective carrying amounts are recognised in profit or loss.

Taxation

The tax expense for the year comprises current and deferred tax. Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the year end date. The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the liability method.

Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available in the future against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction which affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each year end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised, based on tax laws and rates that have been substantively enacted at the year-end date. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income.

The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the manner in which the company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the company intends to settle its current tax assets and liabilities on a net basis.

Foreign currencies

The company's functional and presentational currency is the British pound sterling. Foreign currency transactions are translated into the functional currency using the spot exchange rate at the dates of the transactions. At each period end, foreign currency monetary items are remeasured using the closing rate. Non-monetary items at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are translated using the exchange rate when the fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Leases

The company as lessee

The company assesses whether a contract is or contains a lease at inception of a contract. The company recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined the company uses its incremental borrowing rate. The incremental borrowing rate is defined as the rate of interest that the lessee would have to pay to borrow over a similar term and with a similar security the funds necessary to obtain an asset of a similar value to the right-of-use-asset in a similar economic environment.

Lease payments included in the measurement of the lease liability comprise:

-

fixed lease payments (including in-substance fixed payments), less any lease incentives;

-

variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;

-

the amount expected to be payable by the lessee under residual value guarantees;

-

the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and

-

payments of penalties for terminating the lease if the lease term reflects the exercise of an option to terminate the lease.

The lease liability is presented as a separate line in the statement of financial position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

-

the lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

-

the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is measured by discounting the revised lease payments using the initial discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used).

-

a lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Whenever the company incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under IAS 37. The costs are included in the related right-of-use asset.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset.

If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

The right-of-use assets are presented as a separate line in the statement of financial position. The company applies IAS 36 Impairment of Assets to determine whether a right-of-use asset is impaired.

As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The company has not used this practical expedient.