Registration number:
(formerly Impellam Group Limited)
for the 52 weeks ended 2 January 2026
Vertage Limited
(formerly
Contents
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Company Information |
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Strategic Report |
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Section 172(1) statement |
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Director's Report |
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Statement of Director's 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 |
Vertage Limited
(formerly
Company Information
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Director |
S I Moore |
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Registered office |
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Bankers |
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Auditors |
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Vertage Limited
(formerly
Strategic Report for the 52 weeks ended 2 January 2026
The 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:
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52 weeks |
52 weeks |
Change |
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|
£000s |
£000s |
% |
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Turnover |
899 |
1,616 |
(44) |
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Administrative expenses |
(3,283) |
(26,821) |
(88) |
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Operating loss |
(2,384) |
(25,205) |
(91) |
The principal activity of the Company is that of a holding company that provides strategic planning and management services to its portfolio of subsidiaries. The Company reported a turnover of £899k which was a decrease of 44% on the prior period.
Administrative expenses decreased by £23.5m (88%) to £3.3m (2025: £26.8m), primarily due to the absence of £23.2m of exceptional acquisition-related costs recognised in the prior year (note 7), including management bonuses (£13.7m), transaction fees (£5.2m), legal fees (£3.8m) and other related costs of (£0.5m). Excluding these non-recurring items, the underlying administrative cost base increased by £0.3m.
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 the 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 Group’s Virtuoso-based approach encourages talent development and progression.
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.
Vertage Limited
(formerly
Strategic Report for the 52 weeks ended 2 January 2026 (continued)
Engagement with employees
The Director has given much focus as to how they engage and build relationships with colleagues, suppliers, customers and other stakeholders; and how these stakeholders’ interests are considered when making significant decisions.
We actively encourage diversity in the workplace and have a wide and varied colleague base with a variety of social and ethnic groups represented at all levels of the business. We believe that breaking down the barriers that have traditionally restricted access to the labour market will encourage job opportunities for all. We see it as our responsibility both to understand and to address the root causes of gender pay gaps.
We are pleased that the Group is leading by example by appointing and promoting women into senior roles and, in addition, 50% of our Senior Leadership Team (SLT) are women. With this in mind, we work hard to help our clients and suppliers achieve their diversity objectives.
The Company is committed to providing all our colleagues with a work environment free of discrimination related to sex, race, colour, orientation, religion, age, ethnicity, national origin, disability or any other inappropriate basis. Applications for employment by people with disabilities are considered, like all others, bearing in mind the aptitudes of the candidate concerned.
In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the Company continues and that appropriate adjustments are made. It is our policy that the training, career development and promotion of people with disabilities should, as far as possible, be the same as for all other colleagues.
Vertage Limited
(formerly
Strategic Report for the 52 weeks ended 2 January 2026 (continued)
Section 172(1) statement
Section 172 of the Companies Act 2006 requires the Director to take into consideration the interests of stakeholders and other matters in their decision-making. We believe we have a history of collaborative, informative stakeholder engagement and decision-making based on long-term success, and we maintain governance structures and processes that support good decision-making. This statement is also available at https://www.impellam.com/section-172.
This section articulates how the Director has acted to promote the success of the Company for the benefit of its stakeholders. In meeting this responsibility, the Director has had regard, amongst other matters, to:
a) the likely consequences of any decisions in the long term;
b) the interests of the Company’s colleagues;
c) the need to foster the Company’s business relationships with suppliers, customers and others;
d) the impact of the Company’s operations on the community and environment;
e) the Company’s reputation for high standards of business conduct; and
f) the need to act fairly as between members of the Company.
The Board of Directors consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its stakeholders as a whole (having regard to the stakeholders and matters set out in section 172(1) (a-f) of the Act) in the decisions taken during the current period.
Stakeholders of the Company are clients, candidates, suppliers, employees, shareholders and lenders and the Board recognises the need to regularly review the identity of its stakeholders as it makes decisions. We develop and encourage long-term relationships with our stakeholders based upon our vision ‘to be the world’s most trusted staffing company - trusted by our people, our customers and our investors in equal
measure’.
We engage with our customers in ways most appropriate to their markets, and continually review their satisfaction and our performance quarterly, biannually or annually as appropriate. This is supported by feedback via surveys, face-to-face meetings and net promoter scores.
Our employees are fundamental to the delivery of our vision, mission, strategic and financial promises to our stakeholders. Our people are inducted, trained and supported by managers and colleagues to understand the promise-based ethos to all their interactions with candidates, customers and each other. This underpins our culture of trust and helps people feel engaged in the long-term success of the business.
Further, our strategy ensures that we place the highest expectations on our supply chain, especially those supplying workers but also the myriad of partners on whom we depend - whether they are supplying stationery or sourcing workers. All suppliers are expected to sign up to our Supplier Code of Conduct and to abide by the commitments contained in this.
As the Board of Directors, our intention is to take into account the operational impact of the Company on the community and environment, and our wider societal responsibilities, and in particular, how we impact the regions we serve. We support our communities by finding them good work, supporting local corporate social responsibility initiatives and ensuring our impact on the environment is minimal as demonstrated by our ISO 14001 accreditation.
Vertage Limited
(formerly
Strategic Report for the 52 weeks ended 2 January 2026 (continued)
Key decisions
AI adoption to accelerate decision-making
During the year AI tools were introduced to improve the speed and quality of decision-making, reduce manual administration and increase colleague productivity. AI assistants were piloted before broader deployment to support activities such as analysis, document creation and information synthesis.
Colleagues
Pilot programmes enabled employee feedback to support adoption and confidence in AI prior to wider implementation. Training and change management programmes were introduced to ensure colleagues could use the tools effectively and responsibly. The introduction of AI tools reduced repetitive manual tasks, allowing colleagues to focus on higher-value and more strategic activities.
Clients, candidates and suppliers
AI-assisted insights help enhance the quality, speed, analytical capability and consistency of information used when supporting colleagues, clients, candidates and suppliers, whilst the efficiency gains allow teams to dedicate more time to relationship management and service excellence.
Investors and lenders
Adoption of AI is expected to drive operational efficiencies and productivity improvements across the business. Faster access to business insights supports more effective and timely management decision-making, strengthening the Company's ability to remain competitive whilst supporting long-term value creation.
Outcome
The implementation of AI capabilities has improved productivity and accelerated access to information across the business. Early benefits have been realised through greater efficiency and decision-making effectiveness while maintaining an appropriate focus on governance, training and responsible use of technology.
Global Target Operating Model (TOM) for headcount structure
Development and implementation of a Global Target Operating Model (TOM) began during the year to establish a consistent framework for workforce organisation across all regions. The initiative provides a structured approach to organisational design, role definition, performance management and long-term workforce planning.
Colleagues
The TOM creates increased transparency around roles, responsibilities, reporting structures and career pathways, helping colleagues better understand development opportunities while ensuring resources and capabilities are aligned to future business requirements.
Clients, candidates and suppliers
Standardised processes, clearer accountabilities and better resource allocation help create a more consistent experience for clients, candidates and suppliers across the Company's markets.
Investors and lenders
Opportunities for simplification, automation and centralisation while also supporting improved workforce planning, budgeting and resource deployment strengthen the foundations for future growth and operational efficiency.
Outcome
The Global TOM provides a clear blueprint for the future evolution of the organisation. It enhances transparency, supports workforce planning and establishes a more scalable and efficient operating structure to support the Company's strategic objectives.
Data transformation
A multi-year data transformation programme to modernise data infrastructure began to create a more scalable, secure and integrated data environment. The programme is designed to improve data accessibility, governance and reporting while creating a foundation for advanced analytics and future AI-enabled capabilities.
Colleagues
The importance of providing colleagues with better access to reliable and timely information depends on modernising core data systems to reduce reliance on manual processes and fragmented data sources. This enables colleagues to make more informed decisions and collaborate more effectively across the business.
Clients, candidates and suppliers
Improved data quality and accessibility enhances service delivery. Stronger data governance, better reporting capabilities and more integrated systems support greater responsiveness, improved operational resilience and an enhanced experience for clients, candidates and suppliers.
Investors and lenders
Investing in modern technology infrastructure supports future growth. Enhanced reporting and analytics improve management information and decision-making, while the development of a scalable data platform establishes the foundations for future innovation and operational efficiency.
Outcome
The programme will establish the Company's future data and technology foundations. While benefits will continue to develop over the coming years, progress made during the year has strengthened data governance, improved accessibility to information and positioned the business to benefit from future digital and analytical capabilities.
Vertage Limited
(formerly
Strategic Report for the 52 weeks ended 2 January 2026 (continued)
Key decisions
AI adoption to accelerate decision-making
During the year AI tools were introduced to improve the speed and quality of decision-making, reduce manual administration and increase colleague productivity. AI assistants were piloted before broader deployment to support activities such as analysis, document creation and information synthesis.
Colleagues
Pilot programmes enabled employee feedback to support adoption and confidence in AI prior to wider implementation. Training and change management programmes were introduced to ensure colleagues could use the tools effectively and responsibly. The introduction of AI tools reduced repetitive manual tasks, allowing colleagues to focus on higher-value and more strategic activities.
Clients, candidates and suppliers
AI-assisted insights help enhance the quality, speed, analytical capability and consistency of information used when supporting colleagues, clients, candidates and suppliers, whilst the efficiency gains allow teams to dedicate more time to relationship management and service excellence.
Investors and lenders
Adoption of AI is expected to drive operational efficiencies and productivity improvements across the business. Faster access to business insights supports more effective and timely management decision-making, strengthening the Company's ability to remain competitive whilst supporting long-term value creation.
Outcome
The implementation of AI capabilities has improved productivity and accelerated access to information across the business. Early benefits have been realised through greater efficiency and decision-making effectiveness while maintaining an appropriate focus on governance, training and responsible use of technology.
Global Target Operating Model (TOM) for headcount structure
Development and implementation of a Global Target Operating Model (TOM) began during the year to establish a consistent framework for workforce organisation across all regions. The initiative provides a structured approach to organisational design, role definition, performance management and long-term workforce planning.
Colleagues
The TOM creates increased transparency around roles, responsibilities, reporting structures and career pathways, helping colleagues better understand development opportunities while ensuring resources and capabilities are aligned to future business requirements.
Clients, candidates and suppliers
Standardised processes, clearer accountabilities and better resource allocation help create a more consistent experience for clients, candidates and suppliers across the Company's markets.
Investors and lenders
Opportunities for simplification, automation and centralisation while also supporting improved workforce planning, budgeting and resource deployment strengthen the foundations for future growth and operational efficiency.
Outcome
The Global TOM provides a clear blueprint for the future evolution of the organisation. It enhances transparency, supports workforce planning and establishes a more scalable and efficient operating structure to support the Company's strategic objectives.
Data transformation
A multi-year data transformation programme to modernise data infrastructure began to create a more scalable, secure and integrated data environment. The programme is designed to improve data accessibility, governance and reporting while creating a foundation for advanced analytics and future AI-enabled capabilities.
Colleagues
The importance of providing colleagues with better access to reliable and timely information depends on modernising core data systems to reduce reliance on manual processes and fragmented data sources. This enables colleagues to make more informed decisions and collaborate more effectively across the business.
Clients, candidates and suppliers
Improved data quality and accessibility enhances service delivery. Stronger data governance, better reporting capabilities and more integrated systems support greater responsiveness, improved operational resilience and an enhanced experience for clients, candidates and suppliers.
Investors and lenders
Investing in modern technology infrastructure supports future growth. Enhanced reporting and analytics improve management information and decision-making, while the development of a scalable data platform establishes the foundations for future innovation and operational efficiency.
Outcome
The programme will establish the Company's future data and technology foundations. While benefits will continue to develop over the coming years, progress made during the year has strengthened data governance, improved accessibility to information and positioned the business to benefit from future digital and analytical capabilities.
Approved by the director on 6 October 2026 and signed on its behalf by:
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Vertage Limited
(formerly
Director's 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.
Change of Company name
The Company changed its name from
Director 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 that of a holding Company that provides strategic planning and management services to its portfolio of subsidiaries.
Dividends
No dividend is paid or recommended in respect of the current or the prior periods.
Financial instruments
Objectives and policies
The Company's principal financial instruments comprise cash and access to the Group Receivables Purchase Agreement. The main purpose of these financial instruments is to raise finance for the Company's operations. The Company has various other financial nstruments 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 interest rate risk and foreign currency risk. The board reviews and agrees policies for managing each of these risks as summarised below:
Interest rate risk
As none of the Company’s borrowings are at a fixed rate of interest, they are subject to changes in market interest rates, primarily the receivables purchase agreement. The floating rate borrowings are not exposed to changes in fair value; however, the Company is exposed to interest rate risk as costs increase if market rates rise or cash flow opportunity as costs decrease if market rates fall.
Foreign currency risk
The Company is exposed to fluctuations in the exchange rates, mainly between sterling and US dollar over intra-group balances. The director accepts that there is then a risk and this is reviewed regularly to see whether action is required to accelerate repayment of the balances, thus mitigating the 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.
Post Balance Sheet Events
There have been no significant events to report since the date of the balance sheet.
Political donations
The Company made no political donations during either the current or prior periods.
Vertage Limited
(formerly
Director's Report for the 52 weeks ended 2 January 2026 (continued)
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.
Environmental matters
A Streamlined Energy and Carbon report has not been included within the report as it is included within the group report of HeadFirst Global Plc.
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 Vertage 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.
Going concern
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 Director considered the financial position, liquidity and funding requirements of the Company and Group and its two separately financed sub-groups, Vertage Limited (formerly Impellam Group Limited) (Vertage) and HeadFirst Global B.V. (HeadFirst).
Vertage 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 £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.
The Director has 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 Director nevertheless considers 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.
Vertage Limited
(formerly
Director's Report for the 52 weeks ended 2 January 2026 (continued)
Director's liabilities
During the year and to the date of these accounts, 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
The Director has taken steps that ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Company's auditor is aware of that information. The Director confirms that there is no relevant information that of and of which 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 on
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Vertage Limited
(formerly
Statement of Director's Responsibilities
The responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Director to prepare financial statements for each financial year. Under that law the Director has 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 Director must not approve the financial statements unless 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 Director is 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 Director is 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 to ensure that the financial statements comply with the Companies Act 2006. The director is 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.
Vertage Limited
(formerly
Independent Auditor's Report to the Members of Vertage Limited
(formerly Impellam Group Limted)
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 loss 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 Vertage Limited (formerly Impellam Group 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 25 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 £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’s 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 Director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Vertage Limited
(formerly
Independent Auditor's Report to the Members of Vertage Limited
(formerly Impellam Group Limted) (continued)
Our responsibilities and the responsibilities of the Director with respect to going concern are described in the relevant sections of this report.
Other information
The Director is are responsible for the other information. The other information comprises the information included in the Annual Report, 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.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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:
• | the information given in the Strategic Report and the Director's Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and |
• | the Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements. |
In the light of our 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 and the Director's Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
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adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
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the financial statements are not in agreement with the accounting records and returns; or |
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certain disclosures of Director's remuneration specified by law are not made; or |
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we have not received all the information and explanations we require for our audit. |
Responsibilities of the Director
As explained more fully in the Statement of Director's Responsibilities, the Director is 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 Director determines 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 Director is 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 Director either intends to liquidate the Company or to cease operations, or has 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.
Vertage Limited
(formerly
Independent Auditor's Report to the Members of Vertage Limited
(formerly Impellam Group Limted) (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 litigation 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; and |
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Involvement of tax specialists in the audit. |
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 area most susceptible to fraud to be management override of controls.
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 |
Vertage Limited
(formerly
Independent Auditor's Report to the Members of Vertage Limited
(formerly Impellam Group Limted) (continued)
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Assessing significant estimates made by management for bias including the forecasts utilised for investment impairment assessment. |
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 for the audit of the financial statements is located 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
London
W1U 7EU
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Vertage Limited
(formerly
Profit and Loss Account for the 52 weeks ended 2 January 2026
|
Note |
52 weeks |
52 weeks |
|
|
Turnover |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Operating loss |
( |
( |
|
|
Interest receivable and similar income |
|
|
|
|
Interest payable and similar expenses |
( |
( |
|
|
Impairment of subsidiaries |
( |
- |
|
|
Loss before tax |
( |
( |
|
|
Tax on loss |
|
|
|
|
Loss for the period |
( |
( |
The above results were derived from continuing operations.
Vertage Limited
(formerly
Statement of Comprehensive Income for the 52 weeks ended 2 January 2026
|
52 weeks |
52 weeks |
|
|
Loss for the period |
( |
( |
|
Total comprehensive loss for the period |
( |
( |
Vertage Limited
(formerly
(Registration number: 06511961)
Balance Sheet as at 2 January 2026
|
Note |
2 January |
3 January |
|
|
Fixed assets |
|||
|
Investments |
|
|
|
|
Receivables from related parties |
185,695 |
314,343 |
|
|
Deferred tax assets |
2 |
55 |
|
|
|
|
||
|
Current assets |
|||
|
Debtors |
|
|
|
|
Income tax asset |
1,512 |
- |
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current liabilities |
( |
( |
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Net (liabilities)/assets |
( |
|
|
|
Capital and reserves |
|||
|
Called up share capital |
445 |
445 |
|
|
Capital redemption reserve |
102 |
102 |
|
|
Other reserves |
19,021 |
19,021 |
|
|
Profit and loss account |
(48,707) |
(15,880) |
|
|
Shareholder's (deficit)/funds |
(29,139) |
3,688 |
These financial statements were approved by the
.........................................
Director
Vertage Limited
(formerly
Statement of Changes in Equity for the 52 weeks ended 2 January 2026
|
Share capital |
Capital redemption reserve |
Other reserves |
Retained earnings |
Total |
|
|
At 4 January 2025 |
|
|
|
( |
|
|
Loss for the period |
- |
- |
- |
( |
( |
|
Total comprehensive loss |
- |
- |
- |
( |
( |
|
At 2 January 2026 |
|
|
|
( |
( |
|
Share capital |
Capital redemption reserve |
Other reserves |
Retained earnings |
Total |
|
|
At 6 January 2024 |
|
|
|
|
|
|
Loss for the period |
- |
- |
- |
( |
( |
|
Total comprehensive loss |
- |
- |
- |
( |
( |
|
Dividends |
- |
- |
- |
( |
( |
|
Purchase of own share capital |
- |
- |
- |
(366) |
(366) |
|
At 3 January 2025 |
445 |
102 |
19,021 |
(15,880) |
3,688 |
Vertage Limited
(formerly
Notes to the Financial Statements for the 52 weeks ended 2 January 2026
|
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
|
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 reinstatement, 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”).
In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of UK-adopted international accounting standards. The financial statements have been prepared on a historical cost basis. The functional and presentational currency is GBP and the figures are presented to the nearest thousand pounds.
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:
|
• |
IFRS 7 - ‘Financial instruments: Disclosures’. |
|
• |
Paragraphs 91 to 99 of IFRS 13 - ‘Fair value measurement’ (disclosure of valuation techniques and inputs used for fair value measurement of assets and liabilities). |
|
• |
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). |
Vertage Limited
(formerly
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
2 |
Accounting policies (continued) |
|
• |
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’
|
|
• |
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) |
|
• |
IAS 7 - ‘Statement of cash flows’. |
|
• |
Paragraphs 30 and 31 of IAS 8 - ‘Accounting policies, changes in accounting estimates and errors’ (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but is not yet effective). |
|
• |
Paragraph 17 of IAS 24 - ‘Related party disclosures’ (key management compensation). |
|
• |
The requirements in IAS 24, ‘Related party disclosures’ (to disclose related party transactions entered into between two or more members of a group). |
Going concern
The Company is part of HeadFirst Global Plc group (“Group”).
The Group comprises of two sub-groups, Vertage Limited (formerly Impellam Group Limited) (Vertage) 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 Director has 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.
Vertage Limited
Vertage'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, Vertage 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.
Vertage Limited
(formerly
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
2 |
Accounting policies (continued) |
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.
Group refinancing plan
The Group also has non-convertible loan notes with a carrying value of £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 Director has 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 Director 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 Director's conclusion reflects that the Group 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.
Exemption from preparing group accounts
The financial statements contain information about Vertage Limited (formerly Impellam Group 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 HeadFirst Global Plc, a company incorporated in the United Kingdom.
Vertage Limited
(formerly
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
2 |
Accounting policies (continued) |
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 provision of back office support functions. 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
Fee arrangements
Below are details of fee arrangements and how these are measured and recognised, for revenue from the provision of services:
|
• |
For service fees, revenue is recognised and accrued according to work provided based on actual costs incurred. These costs are then allocated to the clients in accordance with various metrics including those over the usage of IT systems and the management of property to calculate the proportion actually used. |
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.
Vertage Limited
(formerly
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
2 |
Accounting policies (continued) |
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.
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.
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 arms 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 a demand loan depends on whether the subsidiary 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).
• The Company performs this assessment qualitatively by reference to the borrower’s immediate cash flow and asset position.
• 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.
Borrowings
All borrowings are initially recorded at the amount of proceeds received, net of transaction costs. Borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in finance costs.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.
Vertage Limited
(formerly
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
2 |
Accounting policies (continued) |
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.
|
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 Company has not made any significant judgements when applying the accounting policies.
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.
|
|
|
Turnover |
The analysis of the Company's turnover for the period by market is as follows:
|
52 weeks |
52 weeks |
|
|
UK |
|
|
|
Europe |
|
|
|
Rest of world |
|
|
|
|
|
|
Operating loss |
Arrived at after charging:
|
52 weeks |
52 weeks |
|
|
Foreign exchange losses |
|
|
Vertage Limited
(formerly
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
Auditors' remuneration |
|
52 weeks |
52 weeks |
|
|
Audit of the financial statements |
|
|
|
Exceptional costs |
The company's key financial and other performance indicators during the period were as follows:
|
52 weeks |
52 weeks |
|
|
£ 000 |
£ 000 |
|
|
Management bonus related to acquisition |
- |
13,716 |
|
Legal fees related to acquisition |
- |
3,785 |
|
Transaction fees |
- |
5,192 |
|
Other acquisition related fees |
- |
530 |
The above prior year management bonus related to the acquisition includes £12,000,000 of wages and salaries and £1,716,000 of employer's National insurance in social security costs related to exceptional costs.
|
Staff costs |
The aggregate payroll costs (including Director's remuneration) were as follows:
|
52 weeks |
52 weeks |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
Other employee expense |
|
|
|
|
|
The above prior year figures include management bonus for the acquisition of £12,000,000 in wages and salaries and £1,716,000 employer's National insurance in social security costs related to the exceptional costs.
The average number of persons employed by the company (including the director) during the period, analysed by category was as follows:
|
52 weeks |
52 weeks |
|
|
Administration and support |
|
|
|
|
|
Vertage Limited
(formerly
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
Director remuneration |
The Directors' remuneration for the period was as follows:
|
52 weeks |
52 weeks |
|
|
Remuneration |
- |
|
In respect of the highest paid Director:
|
52 weeks |
52 weeks |
|
|
Remuneration |
- |
|
|
Company contributions to money purchase pension schemes |
- |
|
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 £57,000.
|
Interest receivable and similar income |
|
52 weeks |
52 weeks |
|
|
Interest income on bank deposits |
|
|
|
Interest payable and similar expenses |
|
52 weeks |
52 weeks |
|
|
Interest on bank overdrafts and borrowings |
|
|
|
Interest paid to group undertakings |
137 |
58 |
|
Other finance costs |
- |
|
|
|
|
Vertage Limited
(formerly
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
Income tax |
Tax (credited) in the profit and loss account
|
52 weeks |
52 weeks |
|
|
Current taxation |
||
|
UK corporation tax |
( |
( |
|
Deferred taxation |
||
|
Arising from origination and reversal of temporary differences |
|
( |
|
Tax receipt in the profit and loss account |
( |
( |
The tax on loss before tax for the period is lower than the standard rate of corporation tax in the UK (3 January 2025 - lower 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 |
|
|
Loss before tax |
( |
( |
|
Corporation tax at standard rate |
( |
( |
|
Increase from effect of expenses not deductible in determining taxable profit (tax loss) |
|
|
|
(Increase)/decrease from tax losses for which no deferred tax asset was recognised |
( |
|
|
Deferred tax (credit)/expense from unrecognised temporary difference from a prior period |
( |
|
|
Other tax effects for reconciliation between accounting profit and tax expense |
- |
|
|
Total tax credit |
( |
( |
Vertage Limited
(formerly
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
Investments |
|
Subsidiaries |
£ 000 |
|
Cost or valuation |
|
|
At 4 January 2025 |
|
|
At 2 January 2026 |
|
|
Provision |
|
|
At 4 January 2025 |
- |
|
Impairment |
|
|
At 2 January 2026 |
|
|
Carrying amount |
|
|
At 2 January 2026 |
|
|
At 3 January 2025 |
|
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 |
|
|
Holding company |
United Kingdom |
Ordinary |
|
|
|
|
Employment agency |
United Kingdom |
Ordinary |
|
|
|
|
Dormant |
United Kingdom |
Ordinary |
|
|
|
|
Dormant |
United Kingdom |
Ordinary |
|
|
Vertage Limited
(formerly
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
13 |
Investments (continued) |
|
Name of subsidiary |
Principal activity |
Registered office |
Holding |
Proportion of ownership interest and voting rights held |
3 January 2025 |
|
|
Holding company |
United Kingdom |
Ordinary |
|
|
|
|
Dormant |
United Kingdom |
Ordinary |
|
|
|
|
Holding company |
United Kingdom |
Ordinary |
|
|
|
|
Holding company |
United Kingdom |
Ordinary |
|
|
|
|
Vendor procurement and management |
United Kingdom |
Ordinary |
|
|
|
|
Employment agency |
United Kingdom |
Ordinary |
|
|
|
|
Dormant |
United Kingdom |
Ordinary |
|
|
Vertage Limited
(formerly
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
13 |
Investments (continued) |
|
Name of subsidiary |
Principal activity |
Registered office |
Holding |
Proportion of ownership interest and voting rights held |
3 January 2025 |
|
|
Employment agency |
United Kingdom |
Ordinary |
|
|
|
|
Holding company |
United Kingdom |
Ordinary |
|
|
|
|
Investment Holding company |
United Kingdom |
Ordinary |
|
|
|
|
Dormant |
United Kingdom |
Ordinary |
|
|
|
|
Holding company |
United Kingdom |
Ordinary |
|
|
|
|
Employment agency |
United Kingdom |
Ordinary |
|
|
|
|
Employment agency |
United Kingdom |
Ordinary |
|
|
Vertage Limited
(formerly
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
13 |
Investments (continued) |
|
Name of subsidiary |
Principal activity |
Registered office |
Holding |
Proportion of ownership interest and voting rights held |
3 January 2025 |
|
|
Employment agency |
United Kingdom |
Ordinary |
|
|
|
|
Non trading |
United Kingdom |
Ordinary |
|
|
|
|
Vendor procurement |
Australia |
Ordinary |
|
|
|
|
Employment agency |
Australia |
Ordinary |
|
|
|
|
Employment services |
Belgium |
Ordinary |
|
|
|
|
Employment services |
Canada |
Ordinary |
|
|
|
|
Employment agency |
Canada |
Ordinary |
|
|
|
|
Employment agency |
Canada |
Ordinary |
|
|
|
|
Employment services |
Germany |
Ordinary |
|
|
Vertage Limited
(formerly
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
13 |
Investments (continued) |
|
Name of subsidiary |
Principal activity |
Registered office |
Holding |
Proportion of ownership interest and voting rights held |
3 January 2025 |
|
|
Non trading |
India |
Ordinary |
|
|
|
|
Non trading |
France |
Ordinary |
|
|
|
|
Employment agency |
Germany |
Ordinary |
|
|
|
|
Dormant |
Republic of Ireland |
Ordinary |
|
|
|
|
Dormant |
Republic of Ireland |
Ordinary |
|
|
|
|
Holding company |
Republic of Ireland |
Ordinary |
|
|
|
|
Employment agency |
Republic of Ireland |
Ordinary |
|
|
|
|
Employment services |
Mexico |
Ordinary |
|
|
Vertage Limited
(formerly
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
13 |
Investments (continued) |
|
Name of subsidiary |
Principal activity |
Registered office |
Holding |
Proportion of ownership interest and voting rights held |
3 January 2025 |
|
|
Dormant |
Mexico |
Ordinary |
|
|
|
|
Employment services |
Puerto Rico |
Ordinary |
|
|
|
|
Employment services |
Singapore |
Ordinary |
|
|
|
|
Employment agency |
Switzerland |
Ordinary |
|
|
|
|
Dormant |
Switzerland |
Ordinary |
|
|
|
|
Receivables purchase agent |
USA |
Ordinary |
|
|
|
|
Holding company |
USA |
Ordinary |
|
|
|
|
Receivables purchase agent |
USA |
Ordinary |
|
|
|
|
Employment agency |
USA |
Ordinary |
|
|
|
|
Employment agency |
USA |
Ordinary |
|
|
Vertage Limited
(formerly
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
13 |
Investments (continued) |
|
Name of subsidiary |
Principal activity |
Registered office |
Holding |
Proportion of ownership interest and voting rights held |
3 January 2025 |
|
|
Holding company |
USA |
Ordinary |
|
|
|
|
Receivables purchase agent |
USA |
Ordinary |
|
|
|
|
Employment agency |
USA |
Ordinary |
|
|
|
|
Holding company |
USA |
Ordinary |
|
|
|
|
Employment agency |
USA |
Ordinary |
|
|
|
|
Holding company |
USA |
Ordinary |
|
|
|
|
Receivables purchase agent |
USA |
Ordinary |
|
|
|
|
Receivables purchase agent |
USA |
Ordinary |
|
|
|
|
Employment services |
USA |
Ordinary |
|
|
Vertage Limited
(formerly
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
13 |
Investments (continued) |
|
Name of subsidiary |
Principal activity |
Registered office |
Holding |
Proportion of ownership interest and voting rights held |
3 January 2025 |
|
|
Employment services |
USA |
Ordinary |
|
|
|
|
Holding company |
USA |
Ordinary |
|
|
All subsidiaries are indirect holdings of the Company other than Impellam Holdings Ltd and Impellam UK Ltd.
Following a review of the value-in-use of the investments held by the Company, an impairment of £23,455,000 was recognised over Impellam UK Ltd (3 January 2025: £nil). These movements in the impairment provision were calculated using the same assumptions as in the accounts of HeadFirst Global Plc using a five year plan, gross profit in the range 4.8% to 20.8%, growth rates of between 2.0% and 5.0%, terminal value longterm growth rates of the UK, Netherlands and USA economies, currently 2.0%, 1.75% and 2.5% respectively.
|
Cash at bank and in hand |
|
2 January |
3 January |
|
|
Cash at bank |
|
|
|
Trade and other debtors |
|
Trade and other debtors falling due after more than one year |
2 January |
3 January |
|
Debtors from related parties |
|
|
Amounts owed by subsidiary undertakings are unsecured and are not interest-bearing. These amounts are all repayable on demand however amounts that are not expected to be repaid in the next financial period have been classified as non-current. These have been reviewed for any expected credit loss and an increase of £1,017,000 (2024:release of £1,170,000) has been recorded in the period, bringing the cumulative charge to £1,592,000 (2024: £575,000).
Vertage Limited
(formerly
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
15 |
Trade and other debtors (continued) |
|
Trade and other debtors falling due within one year |
2 January |
(As restated) |
|
Debtors from related parties |
|
|
|
Prepayments |
|
|
|
|
|
Receivables from related parties are interest free, unsecured and repayable on demand.
An adjustment of £6,180,000 has been made to the prior period Other receivables 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 due from related parties. There is no impact to the reported profit for these items.
|
Creditors: amounts falling due within one year |
|
2 January |
3 January |
|
|
Accrued expenses |
|
|
|
Amounts due to related parties |
|
|
|
|
|
Amounts owed to related parties are to fellow subsidiaries in the group and are interest free, unsecured and repayable on demand.
|
Creditors: amounts falling due after more than one year |
|
2 January |
3 January |
|
|
Receivables purchasing agreement |
|
|
The rates of interest for the Receivables purchasing agreement (RPA) are based on SONIA plus 2.5%. The RPA includes financial covenants linked to the Group’s leverage cover and interest cover using adjusted EBITDA (before Exceptionals).
At 3 January 2025, and throughout the period, the Company was in compliance with its financial covenants and expects to continue to be so.
Vertage Limited
(formerly
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
Deferred tax assets and liabilities |
Deferred tax assets and liabilities
|
2 January 2026 |
Asset |
Liability |
Net deferred tax |
|
Accelarated tax depreciation |
|
- |
|
|
|
- |
|
|
3 January 2025 |
Asset |
Liability |
Net deferred tax |
|
Accelarated tax depreciation |
|
- |
|
|
|
- |
|
Deferred tax movement during the period:
|
At 4 January 2025 |
Recognised in income |
At |
|
|
Accelarated tax depreciation |
|
( |
|
|
|
( |
|
Deferred tax movement during the prior period:
|
At 6 January 2024 |
Recognised in income |
At |
|
|
Accelarated tax depreciation |
- |
|
|
|
- |
|
|
|
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 £56,000 (3 January 2025 - £155,000).
These are paid by another Group company and the amounts owed are recorded in that company.
Vertage Limited
(formerly
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
Share capital |
Allotted, called up and fully paid shares
|
2 January |
3 January |
|||
|
No. 000 |
£ 000 |
No. 000 |
£ 000 |
|
|
Ordinary of £0.01 each |
44,500 |
445 |
44,500 |
445 |
Vertage Limited (formerly Impellam Group Limited)
The Company has no limit to its authorised share capital. The above number represents the number of allotted, fully paid shares of 1p in issue.
Transactions with shareholders
In 2025, £nil Ordinary shares of 1p each (2024: 43,885), representing £nil (2024: 0.1%) of the opening number of issued shares, were repurchased in the market for consideration of £102,000 (2024: £366,000), and cancelled. This has led to the creation of a capital redemption reserve of £0.1m (2024: £0.1m) which is not distributable.
|
Reserves |
Merger reserve
The merger reserve arises under Section 612 of the Companies Act 2006 as a result of the acquisition of Bartech Holding Corporation and Lorien Limited using the issue of shares as part consideration. The excess of fair value over the nominal value of shares is transferred to a merger reserve rather than a share premium. This reserve is not distributable.
|
Dividends |
Special dividends paid
|
2 January |
3 January |
|||
|
Special dividend paid 8 January 2024 at 55.9p per share |
- |
24,900 |
||
|
Special dividend paid 23 February 2024 at 22.5p per share |
- |
10,000 |
||
|
Special dividend paid 11 March 2024 at 56.1p per share |
- |
25,000 |
||
|
- |
|
|||
The company paid a special dividend in respect of 2025 of £nil (2024: £59.9m).
|
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 and key management compensation. There are no other related party transactions which are required to be disclosed.
Vertage Limited
(formerly
Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)
|
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.
|
Parent and ultimate parent undertaking |
The company's immediate parent is
The ultimate parent is