The directors present the strategic report for the year ended 31 March 2025.
Principal activities
The principal activity of the Group and JJK Personnel Limited, trading as Falcon Green, continued to be the resourcing, assessing, training and supplying of site professional and technical staff, skilled operatives, logistics operatives and tradesmen to the building and civil engineering industry. In addition, during the year the Group expanded its operations into the healthcare sector, offering temporary and permanent recruitment solutions to a range of healthcare providers.
Our reputation is built on consistently providing high-quality personnel for every project we undertake. Supported by a dedicated and experienced team, we deliver a reliable, top-tier service that is tailored to the unique needs of our valued clients. This client-centred approach has allowed us to transition from a standard service provider to a trusted partner for many key clients, establishing relationships based on trust, consultancy, and mutual success.
We currently support some of the largest construction and infrastructure projects across the United Kingdom. With four regional offices in London, Birmingham, Manchester, and Brighton, and an additional office in Dublin to serve the Irish market, we offer comprehensive coverage across the UK and Ireland at competitive rates. Our footprint is also expanding in continental Europe, with recent placements in Germany, France, and Scandinavia.
Our team is recognised for its dedication, expertise, and adaptability, with a strong reputation in the industry. We remain committed to delivering consistent, efficient service to our long-standing clients while sustaining profitability.
Despite challenges within the UK construction market this year, we have continued to build a strong foundation for organic growth and have added several new clients to our portfolio. In Ireland, we have also seen steady growth in market share.
During the year, the Group continued to review the performance of Deka, the recruitment solutions subsidiary established in the prior financial year to provide outsourced staffing services. Total investment in the business during the year amounted to £0.75m. Trading was impacted by a challenging economic environment and a general slowdown in client hiring activity, which limited the pace at which new contracts were secured.
In February 2025, the Board undertook a formal review of Deka’s outlook and implemented a number of actions to reduce cost and manage the Group’s ongoing investment exposure. These actions included streamlining operations and refocusing resources, with the objective of placing the business on a more sustainable footing while protecting the Group’s wider financial position.
In addition, during the year the Group made an investment in Opalus, an Irish-based healthcare-focused business. At the year-end, the Group’s net investment in Opalus totalled £0.4m.
Excluding the impact of the above investment activities, the Group’s underlying performance at the level of profit before taxation was £2.2m, representing a modest increase compared to the prior financial year.
Principal risks and uncertainties
The principal risks faced by our group are similar to those impacting many organisations and industry sectors, particularly economic fluctuations and related global challenges. Our performance is closely tied to the broader economic environment and the construction industry sector in which we operate.
With technology playing an increasingly vital role in business, our group has adopted a proactive approach to managing cybersecurity risks. We have implemented several initiatives, including software upgrades, enhanced security protocols, and comprehensive staff training. Furthermore, we maintain insurance coverage to mitigate potential impacts in the event of a cyberattack.
The group does not utilise complex financial instruments or hedging mechanisms. Its principal financial instruments comprise of bank balances and other borrowings. The main purpose of these instruments is to finance the group's day to day operations.
The group has a strict credit policy which determines how much credit is extended to clients after carrying out extensive credit checks via approved third party agencies. The group also has a credit insurance policy in place to insure against losses where credit is extended.
The group ensures there is sufficient profit retained within the company to help fund day to day operations as well as forward forecasts to allow the business to assess future cashflow requirements. This allows us to efficiently manage cash and reduces the requirement to borrow additional funds therefore reducing impact of the risk when interest rates increase.
Due to the nature of these financial instruments there is little exposure to financial and liquidity risk other than normal inflationary risk. At the year end, the group had net cash of over £1.7m.
Events after the reporting date
On 14 July 2025 an interim dividend of £1.50 per B Ordinary and C Ordinary share was declared, totalling £76,800.
On 14 October 2025 an interim dividend of £0.75 per B Ordinary and C Ordinary share was declared, totalling £38,400.
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| 2025 | 2024 | 2023 | 2022 |
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Turnover | £'000 | 61,676 | 59,790 | 61,667 | 53,763 |
Operating profit | £'000 | 1,145 | 2,218 | 2,501 | 1,795 |
Balance sheet strength | £'000 | 9,901 | 9,941 | 9,724 | 8,223 |
At Falcon Green, health and safety is fundamental to our core values, especially concerning the working conditions and well-being of our operatives. As part of the Falcon Green induction process, we meet with each operative before the start of their assignment. This allows us to verify their right-to-work documentation and get to know them personally, ensuring they are fit, suitable, and properly prepared for their role. We also confirm that they are equipped with the necessary personal protective equipment (PPE) and have the skills needed for the assignment.
Our team is qualified to deliver essential training, including face-fit testing and manual handling. Additionally, several staff members are certified in mental health first aid and basic first aid, providing accessible support to all operatives. On-site, our staff conduct regular "toolbox talks" with operatives, to reinforce safety practices and address any specific concerns.
We hold the following accreditations: Acclaim, CHAS - Premium Plus, Constructionline – Gold, SMAS, Supply Chain Sustainability School – Silver, Builders Profile - Gold, ISO 9001:2015, ISO 14001:2015, CCS, REC and SafeContractor.
The group and company has a strong balance sheet with adequate liquidity and a healthy order book from long standing customers. The directors are confident that the group and company can continue to trade successfully for the foreseeable future. Thus, they continue to adopt the going concern basis in preparing the financial statements.
The directors provide the following statement pursuant to the Companies Act 2006 to describe how they have acted in accordance with their duty under Section 172 of the Act (“Section 172”) to promote the success of the Company for the benefit of its member(s) as a whole, and in so doing, how they have had regard to those factors set out in Section 172, (1) (a) to (f) during the financial year:
the likely consequences of any decision in the long term,
the interests of the company's employees,
the need to foster the company's business relationships with suppliers, customers and others,
the impact of the company's operations on the community and the environment,
the desirability of the company maintaining a reputation for high standards of business conduct, and
the need to act fairly between members of the company.
Decision Making
The Board operates a forward agenda aligned with the Group’s operational and reporting cycles, covering standard items for each meeting, such as operational, functional, and financial reviews, along with Committee updates. Items requiring board approval or endorsement are clearly defined, with management sharing necessary information ahead of decision-making. This allows the Board to engage in thorough discussions, challenging matters as needed. The Board considers the impact of its decisions on all stakeholders, ensuring fairness and supporting the company’s long-term success.
Workforce Engagement
Our workforce is our most valuable asset, therefore, the company invests in training, coaching, and skills development. The health, safety and wellbeing of our employees is one of the primary considerations in the way we conduct business. The Board engages the workforce by:
Providing an anonymous feedback mechanism for employees to voice their concerns and suggestions.
Delivering quarterly meetings, where the companies’ directors present and are available to answer any questions.
Implementing employee recognition programs that acknowledge outstanding performance and contributions, including awards or bonuses.
Promoting employee wellbeing through wellness programs, flexible work arrangements, and mental health support.
Our human resources function has been reviewed and organised to ensure it is able to continually deliver an efficient and consistent service to our employees.
Supply Chain
The Board recognises that relationships with suppliers, subcontractors, and job seekers extend beyond cost considerations, focusing instead on ethical, sustainable, and mutually beneficial partnerships. This approach fosters a resilient supply chain, contributing to long-term sustainability. Regular meetings with supply chain partners help maintain transparency, understanding, and alignment with all parties’ needs.
Customers
Board engagement with clients help the organisation stay responsive to changing market dynamics and customer requirements. Regular meetings are held with clients to understand their current and future talent needs, gather feedback on services provided and discuss ways for improvement.
Financial Institutions
Board engagement with the company’s bank is crucial for ensuring financial stability, regulatory compliance and strategic decision making. The Board shares quarterly management information pack with the bank as well as regular calls to review performance, compliance and forward planning to support the Groups requirements.
Communities and Social Responsibilities
Falcon Green is committed to responsible corporate citizenship and our ongoing partnerships with construction companies demonstrate Falcon Green's commitment to making a positive impact on society.
We strive to be a positive agent of change in society, actively committing to the reintegration of prisoners into the workforce. We believe in the potential of every individual and are committed to providing meaningful opportunities that drive successful rehabilitation and reintegration.
In the future, Falcon Green aims to expand its footprint in the construction industry, further advancing prisoner inclusion initiatives, strengthening strategic partnerships with local councils, and increasing our support for charities dedicated to rehabilitation and community well-being as well as increased Equality Diversity and Inclusion visibility.
At Falcon Green, our mission is to build strong relationships based on transparency and trust with our clients, candidates, and local authorities.
Environment
Streamlined Energy and Carbon Reporting (SECR) regulations were introduced by the UK Government in 2018 with the intention of increasing organisations’ awareness of energy costs, and providing data to encourage the adoption of energy efficiency measures. The ultimate goal is to reduce organisations’ and companies’ impact upon climate change.
The methodology in preparing the report for the financial year was using the Defra 2024 Conversion Factors in line with Environmental Reporting Guidelines (2019) as the majority of the financial year falls into the calendar year 2024.
The chosen intensity measurement ratio is the most appropriate method for our business and is total gross emissions in kilogram of CO2e per square footage of office occupied.
UK Greenhouse gas emissions and energy use data:
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| Year to Mar 25 | Year to Mar 24 |
Energy consumption used to calculate emissions (kWh) | 58,963.57 | 90,102.93 |
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Scope 1 |
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Emissions from combustion of gas – office usage (tCO2e) | 3.90 | 6.36 |
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Scope 2 |
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Emissions from purchased electricity – office usage (tCO2e) | 7.79 | 11.46 |
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Scope 3 |
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Business travel in employee-owned vehicles (tCO2e) | 32.62 | 20.06 |
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Total gross emissions (tCO2e) | 44.31 | 37.88 |
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Intensity ratio |
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Overall intensity (kgCO2e per m²) | 209.69 | 182.03 |
Office intensity (kgCO2e per m²) | 55.34 | 85.63 |
As part of our commitment to environmental stewardship, Falcon Green is actively addressing the carbon emissions generated by our operations. We are continuously investing in advanced technologies and refining business processes to reduce our carbon footprint. To further support this effort, we prioritise hiring operatives from areas near our sites to minimise travel. Additionally, we are proud to announce the purchase of carbon offset credits, underscoring our dedication to reducing our environmental impact and contributing to global climate change mitigation efforts.
These credits support verified projects through UN Carbon offset platform that reduce or remove greenhouse gas emissions, such as renewable energy initiatives, reforestation programs, and community-based environmental conservation efforts. This step reflects our dedication to integrating sustainable practices into our business model and advancing toward a lower-carbon future, ensuring accountability in our sustainability journey. This has resulted in the company being carbon negative.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2025.
The results for the year are set out on page 14.
Interim dividends were declared and paid amounting to £753,600. The directors do not recommend payment of a further dividend.
The above represents, where entitled a special dividend of £3 per share and an ordinary dividend of £6 per share.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The group's policy is to consult and discuss with employees, through staff councils and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.
During the year, an employee share scheme was set up, further encouraging the involvement of employees in the company's performance, see note 21 for further details.
In accordance with the company's articles, a resolution proposing that Verallo be reappointed as auditor of the group will be put at a General Meeting.
We have audited the financial statements of JJK Personnel Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Extent to which the audit was considered capable of detecting irregularities, including fraud
The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.
Our approach was as follows:
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), the policies and procedures regarding compliance with laws and regulations;
We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;
We considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration;
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;
We considered the procedures and controls that the companies have established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditors/audit-assurance/auditor-s-responsibilities-for-the-audit-of-the-fi/description-of-the-auditor%E2%80%99s-responsibilities-for. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £404,054 (2024 - £1,352,981 profit).
JJK Personnel Limited (08201481) is a private company limited by shares incorporated in England and Wales. The registered office is 322 High Holborn, London, England, WC1V 7PB.
The group consists of JJK Personnel Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal group and company accounting policies adopted are set out below:
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company JJK Personnel Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
The financial statements have been prepared on a going concern basis, which assumes the group will continue in operational existence, and will be able to meet its liabilities as they fall due, for a period of at least twelve months from the date of approval of the financial statements.
Group Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates. The following criteria must also be met before revenue is recognised.
Turnover from temporary placements for staff sourced is recognised in the period in which the services are provided, in accordance to the company’s terms of business or agreed contract with the client and when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.
Turnover from permanent placements for staff sourced is recognised in the period in which the services are provided in accordance to the company’s terms of business or agreed contract with the client and when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the company will receive the consideration due under the contract;
the candidate placed has commenced the role with the client.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors and bank loans are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The 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 accruals as a liability in the balance sheet. The assets of the plan are held separately from the group in independently administered funds.
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The directors exercise judgement in determining the appropriate level of bad debt provision at each reporting date. This assessment is based on a detailed review of individual trade receivable balances, taking into account specific customer knowledge, historical payment patterns, and prevailing economic conditions.
In addition to specific provisions against identified doubtful debts, the directors apply a general provision of 5% to trade receivables that are not covered by credit insurance. The provision is reviewed on a monthly basis and adjusted as necessary, with any changes recognised in the profit and loss account as they arise.
At the year end, the total bad debt provision amounted to £279,659 (2024 - £285,860).
A key accounting judgement applied by the directors relates to the determination of the appropriate depreciation rate for office equipment included within fixed assets. During the prior year, the directors reassessed the estimated useful economic life of these assets to ensure the depreciation policy more accurately reflected their consumption within the business.
Following this review, the depreciation rate was revised from 25% to 33% per annum on a straight-line basis. The directors consider this rate to provide a more accurate representation of the assets’ expected pattern of use and economic benefit to the company.
At the year end, customer rebates are recognised within accruals. The recognition of these rebates affects the measurement of revenue for the year. A number of rebate agreements are not coterminous with the financial year end, and therefore require management judgement in determining the amount payable at the balance sheet date.
The directors estimate the value of rebates payable based on the terms of the agreements in place, historical trading patterns, and the level of sales achieved during the year. At the balance sheet date, the estimated rebates payable amounted to £571,138 (2024 – £428,932).
The directors have exercised judgement in assessing the accounting treatment of the Management Special Dividend, as set out in the company’s Articles of Association dated 10 May 2024. Under these terms, management shareholders are entitled to a fixed, cumulative dividend, with any unpaid amounts carried forward for payment in a subsequent period.
In determining whether a liability should be recognised at the balance sheet date, the directors considered the likelihood, timing, and materiality of the obligation. Based on this assessment, it was concluded that the potential liability is not material to the financial statements at year end, given the value of the dividend and the expected timing of settlement over a period of up to five years.
This judgement will continue to be reviewed annually in light of any changes in the company’s financial position or dividend arrangements.
The amount of exchange differences recognised in other comprehensive income arising during the year was £29,618 debit (2024: £232 credit).
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
At the year end the Group had 40 (2024 - 40) employees located in the UK.
The average number of employees includes 278 contract workers (2024 - 236) who are employed under contracts of employment within the group, however, their day-to-day direction and supervision are carried out by the end customers to whom their services are supplied. The inclusion of these employees, who are engaged to work on customer assignments, has resulted in a higher reported average employee numbers and staff costs than the groups internal headcount.
Comparative amounts have been re-presented to provide a clearer presentation of staff costs, in line with the current year. Costs relating to salary sacrifice pension arrangements, previously included within wages and salaries, have been re-presented within pension costs to reflect more appropriately the nature of these amounts.
All the interest received in the period relates to financial assets measured at amortised cost.
All the interest paid in the period relates to financial liabilities not measured at fair value through profit or loss.
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
The effect of overseas tax rates represents profits earned in Ireland, which are subject to the lower rate of Irish corporation tax, being 12.5%.
The above represents, where entitled a special dividend of £3 per share and an ordinary dividend of £6 per share.
On 6 June 2024, the company set up a 100% subsidiary, Opalus Healthcare Limited, for €100. Opalus Healthcare Limited is included in the consolidated accounts from 6 June 2024 onwards.
Details of the company's subsidiaries at 31 March 2025 are as follows:
The address of the registered office of the subsidiaries in Ireland is Digital Office Centre Dublin Airport, Balheary Demesne, Balheary Road, Swords, Dublin, K67 E5AO.
The address of the registered office of Deka Outsourcing Ltd is 322 High Holborn, London, United Kingdom, WC1V 7PB.
The principal activity of all subsidiaries is that of the provision of recruitment solutions.
As permitted by the reduced disclosure framework within FRS 102, the company has taken advantage of the exemption from disclosing the carrying amount of certain classes of financial instruments, denoted by 'n/a' above.
On 21 February 2023, an invoice financing facility was entered into with HSBC Invoice Finance (UK) Limited The facility is secured on fixed and floating charges over all assets of the company including a negative pledge, a cross guarantee from any relevant associated businesses and a combined personal guarantee of £500,000, entered into by K. Nestor, J. O'Connell and J. Sweeney.
On 23 April 2024, HSBC Invoice Financing (UK) Limited released K. Nestor, J. O'Connell and J. Sweeney from their obligations of the personal guarantee in respects of the above.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
At 31 March 2025, share options were outstanding with an exercise price of £48.11 per share and a remaining contractual life of 9 years.
The options only vest on a change in majority shareholding at any time during the 10-year exercise period, starting from 14 May 2024. No change in majority shareholding had occurred at 31 March 2025, and therefore the directors concluded that there is no fair value of the options.
The directors will reassess the fair value of the options upon the occurrence of an Exit Event or if vesting conditions become probable, in accordance with the requirements of FRS 102, Section 26 – Share-based Payment.
A Ordinary shares include full voting, dividend and capital distribution including winding up rights. There are no rights of redemption.
B Ordinary shares include full voting, dividend and capital distribution including winding up rights. There are no rights of redemption. B Ordinary shares hold the right to the "Management Special Dividend".
C Ordinary shares include full voting, dividend and capital distribution including winding up rights. There are no rights of redemption. C Ordinary shares hold the right to the "Management Special Dividend".
D Ordinary shares include full voting, dividend and capital distribution including winding up rights. There are no rights of redemption.
Dividends are paid in the following order of priority:
the Management Special Dividend;
payment of all arrears and accruals of the Management Special Dividend; and
without impairing the interests of the Group, the balance shall be distributed between the shareholders as if they constituted one class of share pro rata to the number of share respectively held by them.
The Management Special Dividend is an agreed priority dividend of £153,600, and is only payable to active Management Shareholders. In the event that the company is unable to declare and pay the Management Special Dividend in full in any financial year, any shortfall between the amount declared and paid in respect of the Management Special Dividend shall be declared and paid in arrears.
On 03 January 2024 there was a change in share structure and 100 Ordinary B shares of £0.10 were transferred to Ordinary A shares of £0.10 each.
On 10 May 2024 the 300 A Ordinary shares of £0.10 each were sub-divided into 30,000 A Ordinary shares of £0.001 each. In addition to this, the 700 B Ordinary shares of £0.10 each were sub-divided into 70,000 B Ordinary shares of £0.001 each. On the same day, 41,200 B Ordinary shares of £0.001 each were reclassified into 22,400 C Ordinary shares of £0.001 each and 18,800 D Ordinary shares of £0.001 each.
On 14 May 2024, the company issued 2,250 share options of £0.001 each to its employees, under the Enterprise Management Incentive Scheme. The options only vest on an Exit Event at any time during the 10-year exercise period.
The Group and Company’s reserves are as follows:
Called up share capital reserve represents the nominal value of the shares issued.
Profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.
As per the updated articles of association, dated 10 May 2024, management shareholders are entitled to a fixed, cumulative dividend of £153,600, divided between the Management Shareholders pro rata to the number of Management Shares held by them respectively. In the event that the company is unable to declare and pay the Management Special Dividend in full, any shortfall shall be declared and paid in the subsequent period.
Dividends on such shares are ordinarily recognised as they arise, with any unpaid amounts recognised as a liability at the Year End. Management has considered the potential liability in relation to the Management Special Dividend. This is not considered to have a material impact on the financial statements, considering the value of the dividend and the expectation that the obligation is expected to persist for up to five years. This will continue to be reviewed on an annual basis.
Operating lease payments represents rentals payable by the company for the lease of offices. The lease terms are up to 3 years. Payments for leases are fixed.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
The remuneration of key management personnel, who are also directors, is disclosed in note 7.
The Group has taken advantage of the exemption available in accordance with Financial Reporting Standards 102. Section 33.1A, "Related Party Disclosures" not to disclose transactions entered and outstanding balances between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.
During the year the group paid £50,000 to two directors for consultancy services (2024: £50,000). At the year end £12,500 (2024: £7,500) was owed in respect to these transactions. These amounts are unsecured, interest-free and are included in Directors' remuneration (Note 7).
During the year the group paid £61,282 to a shareholder, for consultancy services (2024: £75,989). At the year end £6,895 (2024: £16,141) was owed by the company. The balance is unsecured and interest-free.
No individual shareholder holds a majority of voting rights. Therefore, there is no ultimate controlling party by virtue of shareholdings.
During the year dividends totalling £753,600 (2024 - £460,800) were declared and paid, and dividends of £nil (2024: £307,200) were declared and unpaid in respect of the shares held by the company's directors.
There is a cross guarantee in place with all relevant associated businesses, in relation to the £10,000,000 invoice financing facility with HSBC Invoice Finance (UK) Limited.