Registration number:
for the 52 weeks ended 2 January 2026
Comensura Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Profit and Loss Account |
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Statement of Comprehensive Income |
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Balance Sheet |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
Comensura Limited
Company Information
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Directors |
S R Blockley R R King |
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Registered office |
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Registered number |
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Auditors |
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Comensura Limited
Strategic Report for the 52 weeks ended 2 January 2026
The directors present their strategic report for the 52 weeks ended 2 January 2026.
Fair review of the business
The Company's key financial and other performance indicators during the period were as follows:
|
52 weeks |
52 weeks |
Change |
|
|
£000s |
£000s |
% |
|
|
Spend under management* |
533,349 |
530,986 |
0.4 |
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Turnover |
17,624 |
17,953 |
(1.8) |
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Total administrative expenses |
(6,225) |
(5,827) |
6.8 |
|
Operating profit |
11,399 |
12,126 |
(6.0) |
|
Conversion rate (%) (Operating profit to Turnover) |
64.7 |
67.5 |
* Spend under management is not a measure of revenue as defined by FRS 101. However, the directors believe its inclusion is important to the understanding of customer spend activities under management by the Company.
The Company operates as a managed service provider specialising in the management of contingent labour spend across both public and private sector clients. Its activities focus on vendor-neutral and vendor-independent models, generating revenue primarily through management fees associated with workforce solutions rather than direct placement services. The Company continues to invest in technology and service delivery capabilities to enhance efficiency and support client requirements.
For the period ended 2 January 2026, the Company delivered total turnover of £17.6m (3 January 2025: £18.0m, -1.8%). This modest decline reflects some reduction in client activity levels, particularly within the private sector portfolio, partially offset by stable demand within the core public sector base. Spend under management remained broadly flat at £533.3m (3 January 2025: £531.0m), demonstrating continued scale and client engagement despite softer revenue performance.
Gross profit is not disclosed separately due to the Company operating predominantly as an agent, with revenue recognised as the net management fee earned. As such, turnover broadly represents net fee income derived from managed service activities.
Operating profit for the period was £11.4m (3 January 2025: £12.1m, -6%), with operating margins remaining strong at 64.7% (3 January 2025: 67.5%). The reduction in profitability reflects the slight decline in revenue alongside an increase in administrative expenses to £6.2m (3 January 2025: £5.8m, +6.8%), driven by ongoing investment in operational infrastructure and service delivery capabilities.
Margin performance remained resilient given the nature of the business model, with high conversion rates reflecting the low cost of sales associated with management fee income. The Company continues to demonstrate strong operational leverage despite modest revenue contraction.
Profit before tax for the period was £10.5m (3 January 2025: £11.3m), with profit for the period increasing to £7.9m (3 January 2025: £7.1m), primarily due to a lower income tax charge in the period.
The Company maintained a strong liquidity position, with cash balances increasing to £10.1m (3 January 2025: £1.8m), supported by favourable working capital movements.
The Directors recognise the continued macroeconomic uncertainty during 2025, including pressures on public sector spending and client demand. However, the Company’s core public sector portfolio remained stable, supported by contract renewals and new client wins, while private sector performance remained more variable. The business continues to focus on expanding its service lines, enhancing technology capabilities, and leveraging its established position within contingent workforce management to support future growth.
Comensura Limited
Strategic Report for the 52 weeks ended 2 January 2026 (continued)
Principal risks and uncertainties
Attracting and retaining talent
Any constraints on the Company’s ability to attract and retain key talent in an increasingly competitive market could result in loss or weakening of client relationships, lack of appropriate leadership and/or erosion of the Company’s talent base, impacting achievement of both financial and other objectives.
Planned business transformation initiatives will create a need for new skill-sets in the Company in the medium term. Factors such as changes to the UK immigration rules may impact on the availability of talent more generally.
The Company’s high-retention business model ensures that brands and central functions are focused on talent management and development, performance review and succession planning. Leadership development programmes are in place and the Impellam Group’s Virtuoso-based approach encourages talent development and progression.
Customer concentration
General decline in a particular industry sector, loss of a key customer or a significant reduction in business volume on a key account could result in reduced revenue and/or increased pressure on gross profit. This exposure is known to have impacted on some of the Company’s competitors.
Management discuss and review market conditions and sales and account management pipelines on an ongoing basis. Management also hold regular meetings with key customers to discuss sales pipelines, current service performance and opportunities to add new service lines or extend existing services.
Technology systems
The Company is reliant on many different technology systems that may have limited useful life in a fast-changing business environment. The legacy nature of some systems may hinder optimisation of end-to-end business processes. Systems may also be vulnerable to factors beyond the Company’s control e.g. power failures or internet connectivity outages.
The Company has a stable systems infrastructure and an ongoing IT investment programme. The Company is assessing the benefits of utilising systems that are now available within the wider group where they may enhance customer, colleague and worker experiences. In addition, the Company is assessing the use of AI to drive efficiencies and stakeholder benefits.
Cyber and information security
The risk of external cyber-attacks continues to increase. A successful attack could result in loss of sensitive data, business disruption and/or damage to the Company’s reputation. A programme to enhance security of the Company’s systems against cyber-attack has been implemented and the business has been Cyber Essentials Plus certified since 2021.
Environmental matters
Although we are a service-based organisation with no manufacturing facilities and limited transportation requirements, we are still committed to following environmental best practices in the day-to-day conduct of our business. This includes the use of sustainable and/or recyclable materials when available. A regular review of the potential impacts on the various businesses is undertaken and parts of the Company have achieved accreditation to ISO 14001 in relation to their environment management systems.
Approved by the
.........................................
Director
Comensura Limited
Directors' Report for the 52 weeks ended 2 January 2026
The directors present their Annual Report and the financial statements for the 52 weeks ended 2 January 2026.
Directors of the Company
The directors, who held office during the period, were as follows:
The following director was appointed after the period end:
Principal activity
The principal activity of the Company is the management of contingent labour spend for both private and public sector clients on both a vendor independent and a vendor neutral basis.
Future developments
Despite the continued challenges around public spending, our outlook for 2026 currently remains positive and we expect to grow further with consistent demand in the public sector, growth in our new service lines and additional clients added to the portfolio throughout the coming year.
Dividends
The company is recommending a final dividend in respect of 2025 of £1.00 per share totalling £7,500,000 to be paid on the date of signing the accounts (2024: £21.7m).
Financial instruments
Objectives and policies
The Company's principal financial instruments comprise cash and access to the Group's Receivable Purchase Agreement. The main purpose of these financial instruments is to raise finance for the Company's operations. The Company has various other financial instruments such as trade debtors and trade creditors, which arise directly from its operations. The Company does not enter into derivative transactions.
Financial instrument risks
The main risks arising from the Company's financial instruments are foreign currency risk and liquidity risk. The board reviews and agrees policies for managing each of the risks as summarised below:
Foreign currency risk
The Company is exposed to fluctuations in the exchange rate between sterling and Australian dollar. Wherever possible this risk is managed by ensuring expenses related to the generation of these overseas revenues are in the same currency as the income. The Company does not seek to hedge this exposure.
Liquidity risk
The Company relies on the Group to manage liquidity risk. The Group has a central Treasury function in place with regular forecasting, reporting and review procedures.
Political donations
The Company made no political donations during either the current or prior periods.
Employment of disabled persons
Applications for employment by disabled persons are always fully considered, bearing in mind the abilities of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the Company continues and that appropriate training is arranged. It is the policy of the Company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
Comensura Limited
Directors' Report for the 52 weeks ended 2 January 2026 (continued)
Employee involvement
The Company recognises that it is essential to maintain a highly skilled workforce. To this end the policy of training and development is incorporated in the Company plan. It is the policy to promote from within the organisation wherever the possibility exists. Health and safety measures are given particular attention by the directors and a written policy exists and is known throughout the Company.
The Company recognises the need for employees to be informed of the Company's activities and performance. A corporate intranet for all employees provides a wide range of information and provides an increasingly important communication tool for policies and procedures as well as the sharing of information, document storage and specific news. Meetings are held between management and employees to allow sharing of information and consultation. Employees participate directly in the performance of the business through the Company's bonus arrangements.
Social and community issues
As part of the Company’s mission to find people fulfilling work, we strongly oppose modern slavery in all its forms and will try to prevent it by any means that we can. We expect anyone who has any suspicions of modern slavery in our business or our supply chain to raise their concerns without delay. In light of the Modern Slavery Act 2015 we annually review internal and external measures to ensure we are doing what we can to prevent slavery and human trafficking in our businesses and in our supply chains. Our policy is available on the website of Impellam Group Limited at www.impellam.com.
We have a commitment to carrying out business fairly, honestly and openly. We also have zero tolerance towards bribery. Our Bribery Policy is in place to provide relevant guidance and information to all our people in compliance with the law relating to bribery and corruption, in particular the Bribery Act 2010 (‘the Act’). We are determined to maintain our reputation as a business that will not tolerate fraudulent or corrupt dealings – whether they are attempted against us from outside, from within our own workforce, or towards our clients or suppliers.
Research and development
The Company had no research and development in either the current or prior periods.
Going concern
The directors have set out their business review for the Company in the Strategic Report on page 2.
As the financing of the Company is intrinsically tied to that of the wider HeadFirst Group, the going concern assessment has been done on a Group level rather than the Company level.
In assessing going concern, the Directors considered the financial position, liquidity and funding requirements of the Company and Group and its two separately financed sub-groups, Impellam Group Limited (Impellam) and HeadFirst Global B.V. (HeadFirst).
Impellam is forecast to remain within its available facilities and covenant requirements throughout the assessment period. However, HeadFirst is forecast to breach the covenants on its term loan facility in March 2027 and has limited covenant headroom prior to that date. In addition, the Group's non-convertible loan notes of approximately £213.3m mature in March 2027 and the Group does not currently have sufficient committed facilities to meet these obligations.
To address these matters, management has commenced a structured Group-wide refinancing programme, supported by external financial advisers, and is actively progressing discussions with financing providers regarding the Company's and Group's future financing arrangements. However, refinancing agreements have not yet been concluded.
Comensura Limited
Directors' Report for the 52 weeks ended 2 January 2026 (continued)
The Directors have concluded that it remains appropriate to prepare the Company's financial statements on a going concern basis. This conclusion reflects that the Company continues to trade profitably and generate operating cash flows; sufficient liquidity is forecast to be available during the assessment period provided refinancing initiatives are successfully implemented; the refinancing programme commenced well in advance of the relevant maturities and is supported by external advisers; discussions with financing providers are progressing; and management continues to implement operational initiatives to support profitability and liquidity improvements. However, the successful completion of the refinancing process is not wholly within the Company's control. The Directors nevertheless consider these actions to be achievable based on progress to date. Accordingly, these events and conditions indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern.
Directors' liabilities
During the period and to the date of these financial statements, the Company had in force an indemnity provision in favour of one or more Directors of the Company against liability in respect of proceedings brought by third parties, subject to the conditions set out in the Companies Act 2006.
Disclosure of information to the auditors
Each Director has taken steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information. The Directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Reappointment of auditors
The auditors BDO LLP are deemed to be reappointed under section 487(2) of the Companies Act 2006.
Approved by the
.........................................
Director
Comensura Limited
Statement of Directors' Responsibilities
The Directors acknowledge their responsibilities for preparing the Annual 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 financial statements in accordance with United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 101 'Reduced Disclosure Framework' ('FRS 101'). 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 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; |
• | make judgements and accounting estimates that are reasonable and prudent; |
• | state whether FRS 101 has been followed, subject to any material departures disclosed and explained in the financial statements; and |
• | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company 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 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.
Comensura Limited
Independent Auditor's Report to the Members of Comensura Limited
Report on the audit of the financial statements
Opinion
In our opinion the financial statements:
• | give a true and fair view of the state of the Company's affairs as at 2 January 2026 and of its profit for the period 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. |
We have audited the financial statements of Comensura Limited (the 'Company') for the 52 week period ended 2 January 2026, which comprise of the following:
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Profit and loss account |
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Statement of comprehensive income |
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Balance sheet |
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Statement of changes in equity |
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Notes 1 to 23 to the financial statements including material accounting policy information |
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).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
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.
Material uncertainty related to going concern
We draw attention to note 2 to the financial statements, which describes the matters relating to the Company’s ability to continue as a going concern.
As stated in note 2, the Company is part of the HeadFirst Global Plc group (“Group”). The Group is forecast to breach the covenants on its term loan facility in March 2027 and has limited covenant headroom prior to that date. In addition, the Group's non-convertible loan notes of approximately £213.3 million mature in March 2027, and the Group does not currently have sufficient committed financing facilities to address these obligations.
Management has commenced a structured refinancing programme and is progressing discussions with financing providers regarding the Group's future financing arrangements. However, the refinancing process has not been concluded and remains subject to agreement with financing providers.
These events and conditions, together with the other matters described in note 2, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that would be necessary if the Company was unable to continue as a going concern.
Our opinion is not modified in respect of this matter.
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.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
Comensura Limited
Independent Auditor's Report to the Members of Comensura Limited (continued)
Other information
The Directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our auditor’s report 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.
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.
Other Companies Act 2006 reporting
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and |
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the 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept, 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, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the 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.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Company and management.
Comensura Limited
Independent Auditor's Report to the Members of Comensura Limited (continued)
Extent to which the audit was capable of detecting irregularities, including fraud
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:
Non-compliance with laws and regulations
Based on:
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Our understanding of the Company and the industry in which it operates; |
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Discussion with management and those charged with governance; and |
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Obtaining an understanding of the Company’s policies and procedures regarding compliance with laws and regulations. |
We considered the significant laws and regulations to be the applicable accounting framework (UK GAAP and the Companies Act 2006), labour regulations and UK tax legislation.
The Company is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigation. We identified such laws and regulations to be data protection laws, anti-money laundering regulations, UK employment and taxation legislation.
Our procedures in respect of the above included:
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Enquiries of management whether there were any litigations and claims; |
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Enquiries of the legal team of the Company; |
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Review of minutes of meetings of those charged with governance for any instances of non-compliance with laws and regulations; |
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Review of correspondence with tax authorities for any instances of non-compliance with laws and regulations; |
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Review of financial statement disclosures and agreeing to supporting documentation; |
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Involvement of tax specialists in the audit; and |
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Review of legal expenditure accounts to understand the nature of expenditure incurred. |
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
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Enquiries with management and those charged with governance regarding any known or suspected instances of fraud; |
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Obtaining an understanding of the Company’s policies and procedures relating to: |
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o Detecting and responding to the risks of fraud; and |
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o Internal controls established to mitigate risks related to fraud. |
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Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud; |
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Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; and |
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Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud. |
Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls and revenue recognition through the recording of inappropriate journal entries.
Our procedures in respect of the above included:
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Testing journal entries throughout the year, which met defined risk criteria, by agreeing to supporting documentation; and |
Comensura Limited
Independent Auditor's Report to the Members of Comensura Limited (continued)
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Assessing significant estimates made by management for bias by challenging the appropriateness of the estimation uncertainty and judgement made by management having regard to supporting evidence and historical outcomes. |
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed 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 are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. 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.
......................................
For and on behalf of
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Comensura Limited
Profit and Loss Account for the 52 weeks ended 2 January 2026
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Note |
52 weeks |
52 weeks |
|
|
Turnover |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Operating profit |
|
|
|
|
Interest payable and similar expenses |
( |
( |
|
|
Profit before tax |
|
|
|
|
Tax on profit |
( |
( |
|
|
Profit for the period |
|
|
The above results were derived from continuing operations.
Comensura Limited
Statement of Comprehensive Income for the 52 weeks ended 2 January 2026
|
52 weeks |
52 weeks |
|
|
Profit for the period |
|
|
|
Total comprehensive income for the period |
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Comensura Limited
(Registration number: 04085767)
Balance Sheet as at 2 January 2026
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Note |
2 January |
3 January |
|
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Fixed assets |
|||
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Intangible assets |
|
|
|
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Tangible assets |
|
|
|
|
Investments |
|
|
|
|
Contract assets |
|
- |
|
|
Amounts owed from related parties |
60,314 |
79,097 |
|
|
|
|
||
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Current assets |
|||
|
Debtors |
|
|
|
|
Contract assets |
|
- |
|
|
Tax asset |
58 |
52 |
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|
Cash at bank and in hand |
|
|
|
|
|
|
||
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Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current liabilities |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
7,500 |
7,500 |
|
|
Retained earnings |
29,255 |
43,100 |
|
|
Shareholder's funds |
36,755 |
50,600 |
These financial statements were approved by the
.........................................
Director
Comensura Limited
Statement of Changes in Equity for the 52 weeks ended 2 January 2026
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Share capital |
Retained earnings |
Total |
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|
At 4 January 2025 |
|
|
|
|
Profit for the period |
- |
|
|
|
Total comprehensive income |
- |
|
|
|
Dividends |
- |
( |
( |
|
At 2 January 2026 |
|
|
|
|
Share capital |
Retained earnings |
Total |
|
|
At 6 January 2024 |
|
|
|
|
Profit for the period |
- |
|
|
|
Total comprehensive income |
- |
|
|
|
At 3 January 2025 |
7,500 |
43,100 |
50,600 |
Comensura Limited
Notes to the Financial Statements for the 52 weeks ended 2 January 2026
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General information |
The Company is a private company limited by share capital, incorporated and domiciled in the United Kingdom.
The address of its registered office is:
These financial statements were authorised for issue by the
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Accounting policies |
Summary of material accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Prior period adjustments
The financial statements include a prior year restatement, where necessary, to correct material errors in the previous year's VAT figures and ensures comparability with the current year presentation.
Basis of preparation
These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”). The financial statements have been prepared on a historical basis. The functional and presentational currency is GBP and the figures are presented to the nearest thousand pound.
In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of UK- adopted international accounting standards.
Summary of disclosure exemptions
In these financial statements, the Company has taken advantage of the exemptions available under FRS 101 in respect of the following disclosures:
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• |
IFRS 7 - ‘Financial instruments: Disclosures’. |
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• |
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’ (disaggregation of revenue, significant changes in contract assets and liabilities, details on transaction price allocation, timing of the satisfaction of performance obligations and significant judgements made in the application of IFRS 15). |
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• |
Paragraph 38 of IAS 1 - ‘Presentation of financial statements’ (comparative information requirements in respect of): - paragraph 79(a)(iv) of IAS 1
- paragraph 73(e) of IAS 16, ‘Property, plant and equipment’
- paragraph 118(e) of IAS 38, ‘Intangible assets’
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Comensura Limited
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
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2 |
Accounting policies (continued) |
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The following paragraphs of IAS 1 - ‘Presentation of financial statements’ (removing the requirement to present): - 10(d) (statement of cash flows); - 16 (statement of compliance with all IFRS); - 38B-D (additional comparative information); - 111 (cash flow statement information); - 134-136 (capital management disclosures) |
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• |
IAS 7 - ‘Statement of cash flows’. |
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• |
Paragraph 17 of IAS 24 - ‘Related party disclosures’ (key management compensation). |
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• |
The requirements in IAS 24, ‘Related party disclosures’ (to disclose related party transactions entered into between two or more members of a group). |
Exemption from preparing group accounts
The financial statements contain information about Comensura Limited as an individual company and do not contain consolidated financial information as the parent of a group. The Company is exempt under section 400 of the Companies Act 2006 from the requirement to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of Impellam Group Limited, a company incorporated in the United Kingdom.
Going concern
The Company is part of HeadFirst Global Plc group (“Group”).
The Group comprises of two sub-groups, Impellam Group Limited (Impellam) and Headfirst Global B.V. (HeadFirst). The two sub-groups operate with separate financing structures and obligor groups which are managed independently. In addition, HeadFirst Global Plc has external financing in the form of non-convertible loan notes. Accordingly, the Directors have considered the liquidity, covenant compliance and funding requirements of the Company, each sub-group and the Group as a whole in assessing the appropriateness of the going concern basis of preparation.
Impellam Group Limited
Impellam's principal financing arrangement is a committed receivables purchase agreement ("RPA") facility of US$400m (increased to $450m in March 2026) which matures in June 2027. The facility is subject to leverage, interest cover and minimum liquidity covenants.
Based on the Directors' base case forecasts and downside sensitivities, Impellam is forecast to remain within its available facilities and covenant requirements throughout the going concern assessment period and retains appropriate headroom against those covenants.
HeadFirst Global B.V.
HeadFirst's principal financing arrangements comprise a €250m receivables purchase agreement facility, which is not subject to financial covenants, and term loan facility maturing in October 2027, with a carrying value at the year-end of €72m.
The term loan contains leverage covenants which become progressively more restrictive over time. Based on current forecasts, HeadFirst is expected to breach the covenant requirements in March 2027 and has limited covenant headroom prior to that date. Sensitivity analysis indicates that a relatively modest deterioration in trading performance could reduce available headroom further and result in an earlier covenant breach.
Whilst management continues to implement actions to support profitability and manage covenant compliance, achievement of forecast trading performance remains dependent upon market conditions in the workforce solutions sector..
Comensura Limited
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
2 |
Accounting policies (continued) |
Group refinancing plan
The Group also has non-convertible loan notes with a carrying value of approximately £213.3m maturing in March 2027. Should the available extension option be exercised, a cash repayment of approximately £132m would still be required at that date.
The Group does not currently have sufficient committed funding arrangements to address both the forecast covenant breach within HeadFirst and the obligations associated with the loan notes.
Management has therefore commenced a structured refinancing programme, supported by external financial advisers, to address the Group's future financing requirements. The programme includes engagement with existing and prospective financing providers and consideration of a range of refinancing options as part of an integrated Group financing strategy. Discussions with financing providers are ongoing and the Group has received some indicative proposals, for elements of the refinancing programme. Other aspects are at an earlier stage. No binding agreements have been executed as at the date of approval of these financial statements.
Material uncertainty related to going concern
The Directors have concluded that it remains appropriate to prepare the Company’s financial statements on a going concern basis, taking account of the actions being undertaken to secure new financing and manage liquidity of the Company. In reaching this conclusion, the Directors considered detailed cash flow forecasts, downside scenarios, covenant monitoring, ongoing refinancing discussions, the appointment of external advisers and progress made in relation to the refinancing programme. Specifically, the Directors' conclusion reflects that the Company continues to trade profitably and generate operating cash flows; the refinancing programme commenced well in advance of the relevant maturities; discussions with financing providers are progressing; and management continues to implement operational initiatives to support profitability and liquidity improvements.
However, the Company is dependent upon the successful completion of a refinancing before March 2027 to address the forecast covenant breach within HeadFirst and the maturity of the Group's loan notes. The outcome of the refinancing process is not wholly within the control of the Company.
Accordingly, these events and conditions indicate the existence of a material uncertainty that may cast significant doubt upon the Company's ability to continue as a going concern. Therefore, the Company may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include any adjustments that would result if the Company was unable to continue as a going concern.
Changes in accounting policy
None of the standards, interpretations and amendments effective for the first time from 4 January 2025 have had a material effect on the financial statements.
Revenue recognition
Recognition
The Company earns revenue from the provision of services relating to the management of contingent labour spend. This revenue is recognised in the accounting period when the services are rendered at an amount that reflects the consideration to which the entity expects to be entitled in exchange for fulfilling its performance obligations to customers.
The principles in IFRS15 are applied to revenue recognition criteria using the following 5 step model:
1. Identify the contracts with the customer.
2. Identify the performance obligations in the contract.
3. Determine the transaction price.
4. Allocate the transaction price to the performance obligations in the contract.
5. Recognise revenue when or as the entity satisfies its performance obligations.
Comensura Limited
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
2 |
Accounting policies (continued) |
Fee arrangements
Below are details of fee arrangements and how these are measured and recognised, for revenue from the provision of services:
|
• |
Revenue derived from temporary staffing services is recognised and accrued by reference to hours worked (representing the service provided) in accordance with submitted authorised timesheets and pre-agreed charge rates (which include an element of salary and related costs) which are together used to determine the transaction price. This applies both when there is a direct supply as well as when there is supply of a Managed Service to the client, as the timing of performance obligations and the raising of invoices can vary. Timesheets are submitted mainly on a weekly basis, with a limited number being submitted either daily or monthly so any variable aspect of contract assets is limited due to the financial period finishing at the end of a week. |
Principal versus agent
The Company assesses whether it is acting as agent or principal depending on whether the client has a direct relationship with the Company, whether the Company has the primary responsibility for providing the services and whether the Company has control of or holds the inventory risk over the worker placed.
Where the Company acts as a principal in the supply, revenue is recognised as the gross amount due, net of value-added tax, rebates and discounts and after eliminating sales made within the Company. Where the Company provides a service in which it acts as agent for the client, the amount of revenue recognised is limited to the management fee receivable for that service after making provision for any losses foreseen, volume rebates and any other amounts payable rather than the full amount invoiced. Trade receivables and payables related to these sales are recorded at full invoice value. The Company conducts business purely on an agent basis.
Contract assets and receivables
Where goods or services are transferred to the customer before the customer pays consideration, or before payment is due, Contract assets are recognised. Contract assets are included in the statement of financial position and represent the right to consideration for products delivered.
Contract receivables (loans and advances) are recognised in the statement of financial position when the Company’s right to consideration becomes unconditional.
Contract assets and receivables (loans and advances) are classified as current or non-current based on the Company’s normal operating cycle and are assessed for impairment at each reporting date.
Capitalisation of costs to obtain or fulfil a contract
Costs directly attributable to the implementation of a contract and which can be separately identified and measured reliably are capitalised when income from that contract is virtually certain and where they relate directly to the specific contract and are directly incremental to the implementation. These costs are included within trade and other receivables on the balance sheet so long as the estimated future cash flows from the contract are not less than the capitalised amount. These capitalised costs are amortised over the life of the contract on a straight-line basis. If the contract becomes loss-making, any unamortised costs are written off immediately.
Comensura Limited
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
2 |
Accounting policies (continued) |
Impairment of contract related balances
At each reporting date, the Company determines whether or not such assets are impaired by comparing the carrying amount of the asset to the remaining amount of consideration that the Company expects to receive less the costs that relate to providing services under the relevant contract. In determining the estimated amount of consideration, the Company uses the same principles as it does to determine the contract transaction price, except that any constraints used to reduce the transaction price will be removed for the impairment test.
Where the relevant contracts or specific performance obligations are demonstrating marginal profitability or other indicators of impairment, judgement is required in ascertaining whether or not the future economic benefits from these contracts are sufficient to recover these assets. In performing this impairment assessment, management is required to make an assessment of the costs to complete the contract. The ability to accurately forecast such costs involves estimates around cost savings to be achieved over time, anticipated profitability of the contract, as well as future performance against any contract-specific KPIs that could trigger variable consideration, or service credits. Where a contract is anticipated to make a loss, these judgements are also relevant in determining whether or not an onerous contract provision is required and how this is to be measured.
Finance income and costs policy
Interest payable and similar charges include interest payable in profit or loss using the effective interest method. Other interest receivable and similar income include interest receivable on funds invested. Interest income and interest payable are recognised in profit or loss as they accrue, using the effective interest method.
Foreign currency transactions and balances
Tax
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the profit and loss account except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised.
Tangible assets
Tangible fixed assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible fixed assets includes directly attributable incremental costs incurred in their acquisition and installation.
Comensura Limited
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
2 |
Accounting policies (continued) |
Depreciation
Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation is charged to the profit and loss account within administrative expenses on a straight-line basis over the estimated useful lives of each part of an item of tangible fixed assets. The estimated useful lives are as follows:
|
Asset class |
Depreciation method and rate |
|
Fixtures and fittings |
Between 3-10 years |
Intangible assets
Intangible assets represent the carrying value of computer software and licences.
Carrying value is equal to cost less accumulated amortisation and impairment or, in the case of assets acquired through business combinations, fair value at date of acquisition less accumulated amortisation and impairment.
Internally generated computer software programs are capitalised to the extent that costs can be separately identified and attributed to particular software programs, measured reliably, and that the asset developed can be shown to generate future economic benefits.
Computer software and licences are defined as having finite useful lives and the costs are amortised on a straight-line basis over the estimated useful lives of each of the assets, considered to be between three to five years. The expense is taken to the income statement through the “depreciation and amortisation” line within administrative expenses.
All costs relating to the ”research” phase of the software development cycle together with costs not separately identifiable and attributable to particular program development are expensed directly to the income statement in the period in which it is incurred.
All intangible assets are also reviewed for impairment whenever there is an indication that the carrying amount may be impaired. Useful lives are also examined on an annual basis and adjustments, where applicable, are made on a prospective basis.
Investments
Fixed asset investments are stated at cost less a provision for impairment. The carrying values of investments are reviewed for impairment at least on an annual basis. This requires an estimation of the recoverable amount of the cash-generating unit to which the assets are allocated. Estimating the value in use requires the Company to make an estimate of the future cash flows from the cash-generating unit and also to choose a suitable discount rate in order to calculate the present value of those cash flows.
Comensura Limited
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
2 |
Accounting policies (continued) |
Trade receivables
Trade receivables, which have various terms, are non-interest-bearing and are recognised and carried at fair value and subsequently measured at amortised cost, being the original invoice amount less an allowance for uncollectible amounts, credit notes and expected credit losses.
The Impellam Group has entered into an agreement to sell certain of their receivables to a third party to accelerate funding for the Group, which includes the receivables of the Company. Judgement has been exercised over the terms of the agreement on whether or not substantially all the risks and rewards related to the receivable have been transferred. The judgement reached was that substantially all of the risks and rewards have been retained. As such, the related receivables have not been derecognised as all of the IFRS 9 derecognition criteria have not been met.
The Company applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision for trade receivables and contract assets. To measure expected credit losses on a collective basis, trade receivables and contract assets are grouped based on similar credit risk and ageing. The contract assets have similar risk characteristics to the trade receivables for similar types of contracts.
The expected loss provision is based on the Company’s expectation of future credit losses over the current receivables balance. These expectations are based upon known issues effecting specific debtors as well as general forward-looking information on factors affecting the Company’s customers as a whole as well as an awareness of the economic conditions in the countries where the Company operates. These risk factors are considered both on initial recognition of the receivable and as part of the ongoing assessment. If there has been a significant increase in the credit risk since the initial recognition then an increased loss provision is recognised.
Amounts owed by related parties
Amounts owed by related parties are assessed for impairment based upon the current financial position and expected future performance of the party to which they relate. Loans to overseas entities incur interest at an arm's-length rate as determined by a transfer pricing study which is currently 6.77%.
The Company applies the IFRS 9 simplified approach to measuring expected credit losses. This approach requires an assessment at the initiation of the loan as to the risk of default, and a further assessment when the credit risk profile of the loans change. IFRS 9 applies a 3 stage model that is applied when calculating the expected credit losses:
• Stage 1 is defined as having no Significant Increase In Credit Risk (‘SICR’) – a 12 month expected credit loss is recognised at this point.
• Stage 2 is defined as having a SICR – a lifetime expected credit loss is recognised at this point.
• Stage 3 is defined as being credit impaired – a lifetime expected credit loss is recognised at this point.
There is no material impact to these assessments by the interest charged on some loans.
The Company defines the following:
• Definition of a default – A loan is considered to be in default when there is evidence that the borrower is in significant financial difficulty such that it will have insufficient assets to repay the loan on demand.
• SICR assessment – The risk that the borrower will default on an on-demand loan depends on whether the party has sufficient cash or other assets to repay the loan immediately (meaning that the risk of default is very low and the loan is in Stage 1); or does not have sufficient cash or other assets to repay the loan immediately (meaning that the risk of default is higher, and the loan could be in Stage 2 or Stage 3).
• Credit impaired indicators - A loan is considered to be credit impaired if it meets the definition of a defaulted loan.
The Company performs this assessment qualitatively by reference to the borrower’s immediate cash flow and asset position.
Comensura Limited
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
2 |
Accounting policies (continued) |
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.
Trade payables are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the company’s shareholders is recognised as a liability in the company’s financial statements in the period in which the dividends are approved by the company’s shareholders.
Defined contribution pension obligation
The Company operates a defined contribution pension scheme. Contributions are recognised in the profit and loss account in the period in which they become payable in accordance with the rules of the scheme.
Financial instruments
Initial recognition
Financial assets and financial liabilities comprise all assets and liabilities reflected in the balance sheet, although excluding Tangible assets, intangible assets, deferred tax assets and prepayments.
Classification and measurement
Financial instruments are classified at inception into one of the following categories, which then determine the subsequent measurement methodology:
Financial assets are classified into one of the following three categories:
• financial assets at amortised cost;
• financial assets at fair value through other comprehensive income (FVTOCI); or
• financial assets at fair value through the profit or loss (FVTPL).
Financial liabilities are classified into one of the following two categories:
• financial liabilities at amortised cost; or
• financial liabilities at fair value through the profit or loss (FVTPL).
The Company’s accounting policy for each relevant category used is as follows:
Comensura Limited
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
2 |
Accounting policies (continued) |
Financial assets at amortised cost
These assets arise principally from the provision of services to customers (for example trade debtors and accrued income), but also incorporate other types of financial assets where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest (for example receivables from related parties). They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.
Impairment provisions for current and non-current trade debtors are recognised based on the simplified approach within IFRS 9 using a provision matrix in the determination of the lifetime expected credit losses. During this process the probability of the non-payment of the trade debtors is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the trade debtors. For trade debtors, which are reported net, such provisions are recorded in a separate provision account with the loss being recognised within cost of sales in the statement of comprehensive income. On confirmation that the trade debtor will not be collectable, the gross carrying value of the asset is written off against the associated provision.
Impairment provisions for receivables from related parties and loans to related parties are recognised based on a forward-looking expected credit loss model. The methodology used to determine the amount of the provision is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk has not increased significantly since initial recognition of the financial asset, twelve month expected credit losses along with gross interest income are recognised. For those for which credit risk has increased significantly, lifetime expected credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised. From time to time, the Company elects to renegotiate the terms of trade debtors due from customers with which it has previously had a good trading history. Such renegotiations will lead to changes in the timing of payments rather than changes to the amounts owed and, in consequence, the new expected cash flows are discounted at the original effective interest rate and any resulting difference to the carrying value is recognised in the statement of comprehensive income (operating profit).
Financial liabilities at amortised cost
The Company classifies its financial liabilities into one of two categories, depending on the purpose for which the liability was acquired. The Company does not have any liabilities held for trading nor does it voluntarily classify any financial liabilities as being at fair value through profit or loss. The Company’s accounting policy for each category is as follows:
• Trade creditors and other short-term monetary liabilities, which are initially recognised at fair value and are subsequently carried at amortised cost using the effective interest method.
Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.
|
Critical accounting judgements and key sources of estimation uncertainty |
The Company makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.
The estimates that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Comensura Limited
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
3 |
Critical accounting judgements and key sources of estimation uncertainty (continued) |
Agent versus principal
The Company assesses whether it is acting as agent or principal depending on whether the client has a direct relationship with the Company, whether the Company has the primary responsibility for providing the services and whether the Company contracts directly with either the worker placed or any other recruitment agency. This judgement has been reviewed in relation to IFRS 15 ‘Revenue from Contracts with Customers’. Account is also made of the degree of latitude the Company has in establishing the charging rates with all parties.
Where the Company provides a Managed Service, in which it acts as agent for the client (which is mainly Managed Services contracts), the amount of revenue recognised is limited to the management fee receivable for that service after making provision for any losses foreseen, volume rebates and amounts payable under gain-share arrangements rather than the full amount invoiced. Trade receivables and payables related to these sales are recorded at full invoice value.
Receivables purchase arrangements
The Impellam Group has entered into an agreement to sell certain of their receivables to a third party to accelerate funding for the Group, which includes the receivables of the Company. Judgement has been exercised over the terms of the agreement on whether or not substantially all the risks and rewards related to the receivable have been transferred which could require the de-recognition of the receivables. The judgement reached was that, given the specific facts around the structure of the transaction, that substantially all of the risks and rewards have been retained. As such, the related receivables have not been derecognised as all of the IFRS 9 derecognition criteria have not been met.
|
|
|
Turnover |
All turnover was generated in the United Kingdom. The analysis of the Company's turnover for the period from continuing operations is as follows:
|
52 weeks |
52 weeks |
|
|
Spend under management |
|
|
|
Underlying purchases |
( |
( |
|
Revenue from services - management fee |
|
|
Contract assets arise where goods or services are transferred to the customer before the customer pays consideration, or before payment is due. Contract receivables (loans and advances) represent our unconditional right to consideration for the goods or services supplied and performance obligations delivered. Contract liabilities (deposits from customers) relate to consideration received when we still have an obligation to deliver goods or services for that consideration.
Non-current assets and liabilities
|
2 January |
|
|
Contract assets |
|
Comensura Limited
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
4 |
Turnover (continued) |
Current assets and liabilities
|
2 January |
|
|
Contract assets |
|
|
Operating profit |
Arrived at after charging/(crediting)
|
52 weeks |
52 weeks |
|
|
Amortisation expense |
|
|
|
Depreciation expense |
|
|
|
Foreign exchange gains |
( |
( |
|
Operating lease expense - plant and machinery |
- |
|
|
Auditor's remuneration |
|
52 weeks |
52 weeks |
|
|
Audit of the financial statements |
|
|
|
Interest payable and similar expenses |
|
52 weeks |
52 weeks |
|
|
Interest paid to group undertakings |
896 |
801 |
|
Other finance costs |
|
|
|
|
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
52 weeks |
52 weeks |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
Other employee expense |
|
|
|
|
|
Comensura Limited
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
8 |
Staff costs (continued) |
The average number of persons employed by the Company (including directors) during the period, analysed by category was as follows:
|
52 weeks |
52 weeks |
|
|
Administration and support |
|
|
|
|
|
|
Directors' remuneration |
The emoluments of the directors are paid by HeadFirst Global Plc or another Group company. The emoluments attributable to the services in relation to this Company are £220,000 (3 January 2025: £8,000).
|
Income tax |
Tax charged in the profit and loss account:
|
52 weeks |
52 weeks |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
|
UK corporation tax adjustment to prior periods |
- |
|
|
|
|
|
|
Deferred taxation |
||
|
Arising from origination and reversal of temporary differences |
( |
( |
|
Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods |
- |
|
|
Total deferred taxation |
( |
|
|
Tax expense in the profit and loss account |
|
|
Comensura Limited
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
10 |
Income tax (continued) |
The tax on profit before tax for the period is higher than the standard rate of corporation tax in the UK (3 January 2025 - higher than the standard rate of corporation tax in the UK) of 25% (3 January 2025 - 25%).
The differences are reconciled below:
|
52 weeks |
52 weeks |
|
|
Profit before tax |
|
|
|
Corporation tax at standard rate |
|
|
|
Increase in current tax from adjustment for prior periods |
- |
|
|
Increase/(decrease) from effect of expenses not deductible in determining taxable profit |
|
( |
|
Decrease arising from group relief tax reconciliation |
- |
( |
|
Increase from transfer pricing adjustments |
- |
|
|
Deferred tax expense from unrecognised temporary difference from a prior period |
- |
|
|
Total tax charge |
|
|
|
Intangible assets |
|
Software |
Total |
|
|
Cost or valuation |
||
|
At 4 January 2025 |
|
|
|
At 2 January 2026 |
|
|
|
Amortisation |
||
|
At 4 January 2025 |
|
|
|
Amortisation charge |
|
|
|
At 2 January 2026 |
|
|
|
Carrying amount |
||
|
At 2 January 2026 |
|
|
|
At 3 January 2025 |
|
|
Comensura Limited
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
Tangible assets |
|
Fixtures and fittings |
Total |
|
|
Cost |
||
|
At 4 January 2025 |
|
|
|
Additions |
|
|
|
At 2 January 2026 |
|
|
|
Depreciation |
||
|
At 4 January 2025 |
|
|
|
Charge for the period |
|
|
|
At 2 January 2026 |
|
|
|
Carrying amount |
||
|
At 2 January 2026 |
|
|
|
At 3 January 2025 |
|
|
|
Investments |
|
Subsidiaries |
£ 000 |
|
Cost or valuation |
|
|
At 4 January 2025 |
|
|
Additions |
- |
|
At 2 January 2026 |
|
|
Provision |
|
|
At 4 January 2025 |
- |
|
At 2 January 2026 |
- |
|
Carrying amount |
|
|
At 2 January 2026 |
|
|
At 3 January 2025 |
|
Comensura Limited
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
13 |
Investments (continued) |
Details of the subsidiaries as at 2 January 2026 are as follows:
|
Name of subsidiary |
Principal activity |
Registered office |
Holding |
Proportion of ownership interest and voting rights held |
3 January 2025 |
|
|
Vendor procurement |
Australia |
Ordinary |
|
|
|
|
Vendor procurement |
|
Ordinary |
|
|
* indicates direct investment of the Company
|
Trade and other receivables |
|
Trade and other receivables falling due after more |
2 January |
3 January |
|
Receivables from related parties |
|
|
|
Trade and other receivables falling due within one year |
2 January |
3 January |
|
Trade receivables |
|
|
|
Receivables from related parties |
|
- |
|
Prepayments |
|
|
|
Other receivables |
|
|
|
|
|
Trade receivables comprise amounts receivable under agency agreements where the Company only recognises the management fee element of the receivable as revenue. Receivables from related parties are from Impellam Group Limited or fellow subsidiaries in the group and are interest free, unsecured and repayable on demand and are shown net of a provision of £3,010,000 (3 January 2025: £3,010,000).
Details of non-current trade and other receivables
£60,314,000 (3 January 2025 - £79,097,000) of receivables from related parties is classified as non-current. Receivables from related parties due in more than one year represent the amounts the Company does not expect to be realised in the coming twelve months.
|
Cash at bank and in hand |
|
2 January |
3 January |
|
|
Cash at bank |
|
|
Comensura Limited
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
Trade and other payables |
|
Current liabilities |
2 January |
(As restated) |
|
Trade payables |
|
|
|
Accrued expenses |
|
|
|
Amounts owed to related parties |
|
|
|
Social security and other taxes |
|
|
|
Other payables |
|
|
|
|
|
Amounts owed to related parties are from Impellam Group Limited or fellow subsidiaries in the group and are unsecured and repayable on demand. Within this amount is a loan from a subsidiary undertaking of £14,897,000 - A$30,044,000 (3 January 2025: £14,822,000 - A$29,647,000), including outstanding interest, which bears interest at 2.0% above the Reserve Bank of Australia base rate. All other amounts owed to related parties are not interest bearing.
Trade payables comprise amounts payable under agency agreements such that the payable amounts are not due to the Company until a few days after receipt of the associated receivable.
An adjustment of £1,488,000 has been made to the prior period social security and other taxes balance to allocate certain payments and other reductions in the VAT due that had been made before the end of the year but had been retained in the paying company. This has then been allocated to amounts owed to related parties. There is no impact to the reported profit for these items.
|
Deferred tax assets and liabilities |
Deferred tax assets and liabilities
|
2 January 2026 |
Asset |
Liability |
Net deferred tax |
|
Accelerated tax depreciation |
|
- |
|
|
|
- |
|
Deferred tax movement during the period:
|
At |
Recognised in income |
At |
|
|
Accelerated tax depreciation |
|
|
|
|
|
|
|
Comensura Limited
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
17 |
Deferred tax assets and liabilities (continued) |
Deferred tax movement during the prior period:
|
At |
Recognised in income |
At |
|
|
Accelerated tax depreciation |
|
|
|
|
Accruals |
|
( |
- |
|
|
( |
|
|
3 January 2025 |
Asset |
Liability |
Net deferred tax |
|
Accelerated tax depreciation |
|
- |
|
|
|
- |
|
The directors believe that the deferred tax assets are recoverable against future profits of the Company.
|
Pension and other schemes |
Defined contribution pension scheme
The Company operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the Company to the scheme and amounted to £112,000 (3 January 2025: £114,000).
Contributions totalling £Nil (3 January 2025: £Nil) were payable to the scheme at the end of the period.
|
Share capital |
Allotted, called up and fully paid shares
|
2 January |
3 January |
|||
|
No. 000 |
£ 000 |
No. 000 |
£ 000 |
|
|
Ordinary of £1 each |
7,500 |
7,500 |
7,500 |
7,500 |
|
Reserves |
Share capital
Nominal value of share capital subscribed for.
Profit and loss account
All other net gains and losses and transactions with owners not recognised elsewhere.
|
Related party transactions |
The Company has taken advantage of the exemptions in FRS 101 paragraph 8 from disclosing transactions with other wholly owned members of the Group. There are no other related party transactions which are required to be disclosed.
Comensura Limited
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
Parent and ultimate parent undertaking |
The Company's immediate parent is
The ultimate parent is
|
Parent of group in whose consolidated financial statements the Company is consolidated |
The name of the parent of the largest and smallest group in whose consolidated financial statements the Company's financial statements are consolidated is HeadFirst Global Plc. The registered office of HeadFirst Global Plc is First Floor, Mulberry House, Parkland Square, 750 Capability Green, Luton LU1 3LU, United Kingdom.
These financial statements are available upon request from Registrar of Companies, Companies Registration Office, Crown Way, Maindy, Cardiff, CF14 3UZ.