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Registered number:
FOR THE YEAR ENDED 31 MARCH 2025
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ITHR GROUP PLC
COMPANY INFORMATION
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ITHR GROUP PLC
CONTENTS
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ITHR GROUP PLC
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
The directors present their Annual Report and financial statements for the year ended 31 March 2025.
This report has been prepared by the directors in accordance with the requirements of section 414 of the Companies Act 2006. The Company’s independent auditor is required by law to report on whether the information given in the Strategic Report is consistent with the financial statements. The auditor’s report is set out further in the document. Included within this Strategic Report is a review and overview by the Chief Executive.
The principal activity of the Company is that of a holding company. The principal activity of the Group during the year was the provision of contract staff resourcing, permanent recruitment, retained search recruitment, IT consulting and software development, deployment and integration, IT consulting professional services and software product development.
Welcome to the ITHR Group’s (“the Group”) fourteenth director’s report and financial statements and our 26th year of financial reporting since our trading inception in 1999. The purpose for creating the Group structure (www.ithrgroup.com) in 2011 was to individually develop and grow the various operating companies and trading brands independently of each other thus recognising their very different needs, service offerings and the resulting need to follow different growth strategies. With trading entities in the UK, The Netherlands and South Africa, the group operates 12 brands servicing a truly global client base, becoming more global each year. The group operates across the UK, Europe, MEA, Latin America and increasingly the AsiaPac region. The Group is a proudly independent organisation, wholly funded, owned and managed by the Directors and employees. Our aim has always been to innovate our chosen marketplaces with total professionalism whilst being flexible enough through our independence not only to meet, but exceed, our clients' expectations. Our vision is to be one of the top 10 independent providers of IT talent resourcing, recruitment and software solutions in the UK. In common with our clients, change sits at the heart of our business and, as a Group, we have to be adaptable, open and agile in order to position ourselves to respond to our clients’ ever-changing needs at all times. Being independent affords us an advantage in this respect in that we can respond quicker to those needs, which has been evident over the last few years in an industry which itself transforms perhaps faster than any other. Across our Group operations we strive to uphold the highest professional standards. Nowhere is this philosophy more manifest than in our longstanding accreditations and industry awards including in particular our certification since 2000 to ISO9001 quality standard for our service delivery which was at the time of writing recently audited to the latest ISO 9001:2015 standard and now retain this status deep into 2026. This is further demonstrated by our membership and association with numerous trade bodies and associations including APSCo, APSO in South Africa and our industry’s leading voice and principal trade body the Recruitment and Employment Confederation (“REC”) where I served the maximum tenure of 9 years on the Council and Main Working Board in the role of Chair of Finance.
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ITHR GROUP PLC
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
Group strategy
Our strategy over the last few years has been to transition our recruitment business from a generalist IT recruiter to become a niche IT talent acquisition specialist in both technology and Global location. This has resulted in a declining revenue in the UK and shifting to overseas revenues where operating margins are significantly better than the heavily regulated and commoditised UK market which is dominated by “large Co” Agency suppliers and outsourced vendors. For our Consulting business, Invenica, we have re-focussed on our core offering of software build, project management and implementation on behalf of our clients and additionally to focus our skill base in emerging and new technologies that are high in demand such as Block chain and AI. Our policy of cost cutting and driving business and operational efficiencies were completed at the end of 2023, this resulted in the growth of profits in 2023 and 2024. 2025 saw a decrease in revenue from some entities in the group that have faced challenging market conditions as Europe is a key market for the Group and invasion of Ukraine shows no signs of abating. The directors decided to make significant investments in the organisation as a whole and will see the implementation of a new CRM system, the re-establishment of 752 and investment in growing the tech team. As an independently owned organisation we are not subject to the vagaries of overzealous and demanding external shareholders (which has always been in our favour since our inception and one that has been to the grave detriment of many of our like sized competitors). That has always afforded us the luxury to take a long-term view of building shareholder value, as opposed to many externally backed companies who are forced into short- or medium-term decisions by outside influencers. Our primary objective, as always, is to preserve long term shareholder value.
The board continuously monitor the key risks and uncertainties that may impact our business and the ability of us to deliver our key corporate strategy. The main areas we monitor are:
Market and Economy As both recent history and previous “recessions” have demonstrated so devastatingly the general market and economic conditions are considered to be the main risks to the recruitment sector both for ourselves and our clients. As far as the ITHR Group is concerned as part of our strategy revisions we have not exactly retrenched from the UK IT recruitment sector but have placed less emphasis on it preferring instead to concentrate talent investment on overseas markets, particularly Europe, South Africa and AsiaPac where we have seen solid revenue growth in pre COVID years. These markets are less developed, regulated and commoditised and have fewer competitors and improved trading margins. In South Africa the change of Government in 2019 and emphasis on eliminating corruption, if it ever can be, continues to good effect and the focus on future infrastructure have eased economic concerns and business confidence in the country and allowed us to make good progress in the year. Our operations in South Africa have been self-funding and profitable from inception.
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ITHR GROUP PLC
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
In past year reports the directors have commented on the “gig” economy which it is generally accepted in the wider recruitment or staff hiring marketplace and is growing at a rapid pace. As stated in previous years, in the IT professional services sector the directors have seen nothing to make them change their view in that the Group have yet to see any tangible evidence that the availability of the gig talent pool direct to our Client base will have any significant immediate or even medium-term impact on the professional IT staffing sector in the UK or Europe, or indeed the Consulting or software outsourcing arena. In fact, going further the directors can foresee the use of expert recruitment intermediaries becoming more and more the norm rather than the exception.
The directors still believe the cost overhead to major users of professional freelance experts and the resultant management of those resources given the (increasing) complexities of regulation, compliance and competent delivery to expensive enterprise critical development projects is far too great. Our client base relies on our expertise, reach and experience to attract talent that adds value on a long-term basis so for them to begin to manage bulk people sourcing in a gig-based talent pool is simply not economically possible for them - but it may be possible if outsourced to a specialist expert in their field recruiter - i.e. a flexible staffing provider, which surprisingly enough, is exactly the current model that exists today! Given the considerable impacts on the business such as COVID, Brexit and War over the last few years, the Company is ever more aware that future and unforeseen events may have on the UK, Europe and Globally that are beyond our control and as such we will continue to monitor any potential impacts and look to mitigate them wherever possible. The wider repercussions of the war that Russia initiated (now into its fourth year) whilst initially having a huge financial, political and economic impact not only on the UK, Europe and the Global economy has calmed down and global trade by and large appears to have stabilized, in particular energy and food price inflation. Whilst there is still no end in sight, the initial “shock” of the war has now abated and things appear to have returned to normal as far as financial influences on the medium/long-term UK, European and Global economy and in particular the demand for highly skilled technical and IT experts that we are specialists in providing. Global corporates are trading "as normal". However, a new potential threat has emerged in the Middle East with the rising tensions between Israel, Palestine and the wider region. There is a risk of business loss in terms of revenue or Client activity. In recent months these tensions, or indeed outright war, between Israel and Palestine have been destabilizing the region and indeed the world but we have seen no major impact on our businesses either in Europe or Africa. The threat that these tensions escalate to a wider area in the Middle East is always the concern, but obviously out of our control. This is a situation we continue to monitor and are constantly aware of in the event it impacts our ability to trade in the region.
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ITHR GROUP PLC
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
Political, Government and Regulatory
We track and contribute to regulation via our association of the Recruitment and Employment Confederation (REC) which is the main industry voice (where S Gallagher served as a Council and Main Board Director for the maximum tenure allowed of 9 years until 2017) and through membership as a Group of other significant trade representative bodies such as the Association of Professional Staffing Associations (APSCo). Additionally, in South Africa we are members of the African Association of Professional Staffing Organisation (APSO). The Group’s planning for IR35 “readiness” was completed in early 2020 after a comprehensive business review with changes enacted to our contracts, individual compliance reviews, the rollout of new Client and Candidate engagement processes and procedures. Following that review the Group did not foresee any significant impact to our business due to IR35 mainly because we have relied less and less on UK revenue over the last few years and the willingness of the majority of Clients and Freelancers to accept the new order. IR35 was finally implemented in April 2021 and as anticipated we saw little disruption to our business. We have not seen any immediate or new regulatory change that would jeopardise the Group in the short or medium term. From a UK perspective we are not aware of any future legislation that may impact our operations, cost base or ability to trade. Going Concern The Group has a global Invoice Discounting facility in place with Secure Trust Bank (“STB”). With our client base predominantly being made up of global companies, STB have been very supportive of the business during the pandemic, and we fully expect the partnership to continue in the same guise. The Board continually reviews its working capital facilities and overhead base and has modelled various operating scenarios to ensure going concern. The group returned to profitability in 2022, this has continued each year, as evident by these sets of accounts, and onwards into the financial year 2026. Working capital facilities have been renewed and the Board is comfortable with the cost reviews that have been undertaken. With that in mind, the Board is of the opinion that the current working capital facilities are adequate for the viability of the business. Cash Control and Working Capital We consider the Group has adequate funding for the foreseeable future. We have no “outside” investor pressure to pay out onerous or unsustainable dividends or payments. The banking arrangements we have in place, given our long-term strategy, as far as the board are concerned provide sufficient headroom for all envisaged operating needs for the next 12 months, and significantly longer. Energy and Carbon Reporting The Group and its UK subsidiaries have not disclosed its energy and carbon information as it consumed less than 40MWh in the year end and, as such, is defined as a low energy user under the Environment Reporting Guidelines.
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ITHR GROUP PLC
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
Overall Group turnover decreased by 9% to £14,190k and the Group returned a net profit of £114k.
The balance sheet remains healthy and the annual EBITDA profit performance allowed for the board to decide to fully implement a renewed growth strategy after years of cost control. In January 2024, the UK Group moved into new central London offices under a relatively short-term sub-lease to facilitate that growth. The plan is to increase the sales headcount and invest in a number of new initiatives and capital outlays to enable that growth. This increase in outgoings will be carefully monitored and measured with all the usual financial checks and balances in place to ensure that we “live within our means” and will ensure we obtain ‘value for money’ from those investments and withdraw from markets where little progress is made. A significant change from previous growth strategies having learnt lessons from our past mistakes.
Section 172 of the Companies Act 2006 requires Directors to take into consideration the interest of stakeholders and other matters in their decision making. The Board considers that the decision they have made during the financial year and the way they have acted has been in the best interest or stakeholders and related parties, having regard for matters set out in s172(1) (a-f) of the Act
The Board acts in good faith and in a manner that they consider promotes the success of the business for the benefit of its members and stakeholders. The Group's key stakeholders are it internal staff, candidates, clients and suppliers. The Group engages with its employees, clients, candidates and suppliers through a variety of means including:
∙Employees: internal updates on the Company's development.
∙Clients: proving support and advice to help build strong long-term relationships which helps them achieve their project goals and objectives.
∙Suppliers and candidates: effective and consistent communication and updates on contracts to develop long-term business relationships.
This report was approved by the board on 23 December 2025 and signed on its behalf.
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ITHR GROUP PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
The directors present their report and the financial statements for the year ended 31 March 2025.
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £114,486 (2024 - £690,901).
The directors do not recommend the payment of a dividend (2024 - £NIL).
The directors who served during the year were:
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ITHR GROUP PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
After the year end Barnes Roffe LLP resigned as auditors due to the transfer of its audit business and its successor Barnes Roffe Audit Limited was appointed by the directors under s489 Companies Act 2006.
Barnes Roffe Audit Limited will be proposed for reappointment in accordance with section 489 of the Companies Act 2006.
This report was approved by the board on
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ITHR GROUP PLC
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ITHR GROUP PLC
We have audited the financial statements of ITHR Group PLC (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
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 or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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ITHR GROUP PLC
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ITHR GROUP PLC (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.
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ITHR GROUP PLC
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ITHR GROUP PLC (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group 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:
The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including:
∙ The Companies Act 2006
∙ Financial Reporting Standard 102
∙ UK tax legislation
∙ UK employment legislation
We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
We understood how the Company is complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures. We corroborated our inquiries through our review of relevant documentation.
The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. No issues were identified in this area.
We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. We considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
∙ Posting of unusual journals and complex transactions;or
∙ The use of management override of controls to manipulate results, or to cause the Company to enter into
transactions not in its best interest.
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ITHR GROUP PLC
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ITHR GROUP PLC (CONTINUED)
As a result of the above, the audit procedures performed by the engagement team included:
∙ Identifying and assessing the design effectiveness of controls management has in place to prevent and
detect fraud;
∙ Understanding how those charged with governance considered and addressed the potential for override
of controls or other inappropriate influence over the financial reporting process;
∙ Challenging assumptions and judgements made by management in its significant accounting estimates;
and
∙ Identifying and testing journal entries, in particular any journal entries posted with unusual account
combinations.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.
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.
for and on behalf of
Chartered Accountants & Statutory Auditor
Leytonstone House
London
E11 1GA
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ITHR GROUP PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
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ITHR GROUP PLC
REGISTERED NUMBER: 07190703
CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 December 2025.
The notes on pages 19 to 37 form part of these financial statements.
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ITHR GROUP PLC
REGISTERED NUMBER: 07190703
COMPANY BALANCE SHEET
AS AT 31 MARCH 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 19 to 37 form part of these financial statements.
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ITHR GROUP PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
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ITHR GROUP PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
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ITHR GROUP PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
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ITHR GROUP PLC
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MARCH 2025
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ITHR GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
ITHR Group PLC (the "Company") is a public company limited by shares and incorporated and domiciled in England and Wales. Its registered office is 18 Fouberts Place, London, England, W1F 7PH.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3). The parent company is included in the consolidated financial statements, and is considered to be a qualifying entity under FRS 102 paragraphs 1.8 to 1.12. The following exemptions are available under FRS 102 in respect of certain disclosures for the parent company financial statements have been applied:
∙The reconciliation of the number of shares outstanding from the beginning to the end of the period has not been included a second time;
∙A separate parent company Cash Flow Statement has not been included; and
∙The disclosures required by FRS 102.11 Basic Financial Instruments and FRS 102.12 Other Financial Instruments Issues in respect of financial instruments not falling within the fair value accounting rules of Paragraph 36(4) of Schedule 1.
The financial statements are prepared on the historical cost basis.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of income and retained earnings in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
On 1 April 2010, ITHR Group Plc issued 2,129,999 shares, receiving in return the entire share capital of IT Human Resources Plc. On this date, ITHR Group Plc became the parent entity of the Group. The Merger method of accounting was adopted in accordance with FRS6 following this reorganisation. Except for this, the acquisition method of accounting has been adopted. The results of subsidiary undertakings are consolidated from the date of acquisition or up to the date of disposal, under the acquisition method. Under Section 408 of the Companies Act 2006 the Company is exempt from the requirement to present its own profit and loss account.
Page 19
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ITHR GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
The Group made a profit before tax for the year of £49,039 (2024 - £523,833) and a profit after tax for the year of £114,486 (2024 - £690,901).
Forecasts, which exceed the next 12 months, prepared by the directors show the business reducing the loss making position and moving to EBITDA profitability. The group continues to retain a strong net current asset position. In addition, the group has access to invoice discounting facilities to £3m, which provides sufficient headroom to allow the group to continue to trade. The group invoice discounting facility is for an initial 3 year term from November 2019 and becomes a rolling facility after this point. Going Concern has been commented on in more detail in the Strategic Report section of these Financial Statements. The Company is considered to be a going concern, notwithstanding net current liabilities of £12,687,191 (2024 - £11,867,392) and net liabilities of £13,790,746 (2024 - £12,734,921). The net current assets position of the group ensures working capital requirements are met.
Functional and presentation currency
Transactions and balances
Page 20
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ITHR GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Permanent introduction fees are recognised for each placement with due regard to the point when a candidate starts their employment and in conjunction with milestones agreed with the client. These milestones generally relate to the candidate's length of service at their placement. The turnover shown in the profit and loss account represents amounts receivable for services provided during the year in the normal course of business, net of trade discounts, VAT and other sales and related taxes. Expenditure on development activities may be capitalised if the product or process is technically and commercially feasible and the Company intends and has the technical ability and sufficient resources to complete development, future economic benefits are probable and if the Company can measure reliably the expenditure attributable to the intangible asset during its development. Development activities involve design for, construction or testing of the production of new or substantially improved produces or processes. No expenditure has been capitalised to date.
Page 21
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ITHR GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Page 22
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ITHR GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life. The estimated useful life of the group's goodwill is 10 years. The basis for choosing these useful lives is the expected economic benefit arising from the associated brands of the assets. The Company reviews the amortisation period and method when events and circumstances indicated that the useful life may have changed since the last reporting date.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed 10 years.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Page 23
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ITHR GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Page 24
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ITHR GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Investments in non-derivative instruments that are equity to the issuer are measured:
∙at fair value with changes recognised in the Consolidated Statement of Comprehensive Income if the shares are publically traded or their fair value can otherwise be measured reliably;
∙at cost less impairment for all other investments.
In preparing these financial statements the director does not consider that there was any significant application of judgement. Other key sources of estimation uncertainty Permanent placement revenue recognition The Group's and client's imposed terms and conditions for the permanent placement of candidates allow the Group to only invoice the client on the start date of the candidate. It is the group's policy to therefore recognise income on start date and not any earlier date between the candidate accepting a permanent position and their start date. Impairment of subsidiary investments Investments held in subsidiaries are regularly reviewed for indicators if impairment and when these indicators are identified, judgements are made as to any shortfall in the higher of value in use and realisable value against carrying amount and an impairment charge booked accordingly. For the year ending March 2025 the Company investments have been reviewed and an impairment provision has been recognised in the Company's accounts to the value of £Nil (2024 - £Nil). The Group has reviewed the carrying value of goodwill for the year ending 31 March 2025 and determined the carrying values adequate as stated. A weighted average cost of capital of 12.5% was used in determining the net present value of the goodwill and investments held. Recoverability of intercompany balances Management regularly assess balances due from other entities within the group and whether these are recoverable. Where it is considered that the future cashflows of these debts are less than the carrying value in the books, appropriate provisions are made against these balances to reflect the recoverability of the asset. In the year ending 31 March 2025 the Company made further provisions amounting to £Nil (2024 - £1,316,731) against the future recoverability of intercompany balances.
Page 25
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ITHR GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Analysis of turnover by country of destination:
Page 26
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ITHR GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Page 27
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ITHR GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Page 28
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ITHR GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
11.Taxation (continued)
Deferred tax assets in respect of group losses carried forward of £11,453,255 (2024 - £11,364,574) have not been recognised in the financial statements due to the uncertainty over the timing of future profits.
Page 29
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ITHR GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Page 30
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ITHR GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Page 31
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ITHR GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
13.Tangible fixed assets (continued)
Page 32
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ITHR GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Page 33
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ITHR GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Page 34
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ITHR GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Mr S Gallagher has advanced £365,819 (2024 - £385,819) to the group. Interest is payable at 12.5% per annum (2024 - 12.5%) on outstanding balances. Accrued interest of £1,614,375 (2024 - £1,390,556) relating to this loan is included within accrued interest on director's loan. The director confirmed to the board that these balances are not due to be paid within 12 months of the year end.
The loans are secured by a fixed and floating charge against the assets of the group.
Page 35
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ITHR GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Capital redemption reserve
Merger Reserve
Profit and loss account
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £13,647 (2024 - £12,575). Contributions totalling £1,402 (2024 - £3,750) were payable to the fund at the balance sheet date and are included in creditors.
Page 36
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ITHR GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
The results of the group are not included within any other financial statements.
The ultimate controlling party is considered to be Mr S Gallagher, by virtue of his shareholding in ITHR Group plc.
Page 37
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