Certes Holdings Limited - Limited company accounts 18.2

REGISTERED NUMBER: 04656113 (England and Wales)

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2018

FOR

CERTES HOLDINGS LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Consolidated Income Statement

6

Consolidated Balance Sheet

7

Company Balance Sheet

8

Notes to the Consolidated Financial Statements

9

DIRECTORS:

R F Lindsey

R D King

Mrs K J McMaster

SECRETARY:

R D King

REGISTERED OFFICE:

3 The Courtyard

Roman Way

Coleshill

Birmingham

West Midlands

B46 1HQ

REGISTERED NUMBER:

04656113 (England and Wales)

AUDITORS:

Chapman Nash Accountancy Limited

Statutory auditor

4, The Barford Exchange

Wellesbourne Road

Barford

Warwick

Warwickshire

CV35 8AQ

The directors present their report with the financial statements of the company and the group for the year ended

31 March 2018.

REVIEW OF BUSINESS

During the year ended 31st March 2018 Certes Computing Limited, the trading subsidiary, operated as an IT

recruitment business in both the contract and permanent markets.

The directors consider turnover and gross margin to be the key financial indicators that communicate the financial

performance of the business. Turnover of £22,591,327 was generated during the year ended 31st March 2018. As a

result of market conditions during this trading year, turnover contracted by 7% when compared to £24,353,888 reported

for the year ended 31st March 2017.

Gross profit of £2,010,226 was generated during the year ended 31st March 2018. The gross profit generated this

trading year contracted by 11% when compared to the gross profit of £2,266,142 generated during the year ended 31st

March 2017. The trading business generated an average gross margin of 8.90% during the year ended 31st March

2018 compared to the average gross margin of 9.30% generated during the year ended 31st March 2017.

The business generated profit before tax of £27,634 during the year from ongoing business activities, and overheads

reduced by 9.72% when compared to the year ended 31st March 2017.

The directors continue to be committed to the future development of the business and this further year of profitability will

contribute to the future growth of the business.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2017 to the date of this report.

R F Lindsey

R D King

Mrs K J McMaster

Other changes in directors holding office are as follows:

S K J Churan - resigned 1 September 2017

DIRECTORS' INDEMNITIES

The company maintains third-party directors and officers liability insurance for the benefit of its directors. This provides

insurance cover for any claim brought against directors or officers for wrongful acts in connection with their positions.

The insurance does not extend to claims arising from fraud or dishonesty and does not provide cover for civil or criminal

fines or penalties provided by law.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 Generally Accepted Accounting

Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not

approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the

company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the

directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the

company and the group 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 the group and hence for taking reasonable

steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies

Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to

have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that

the group's auditors are aware of that information.

AUDITORS

The auditors, Chapman Nash Accountancy Limited, will be proposed for re-appointment at the forthcoming Annual

General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small

companies.

ON BEHALF OF THE BOARD:

R D King - Secretary

26 September 2018

Opinion

We have audited the financial statements of Certes Holdings Limited (the 'parent company') and its subsidiaries (the

'group') for the year ended 31 March 2018 which comprise the Consolidated Income Statement, Consolidated Balance

Sheet, Company Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting

policies. The financial reporting framework that has been applied in their preparation is applicable law and United

Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard

applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 March 2018 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.

Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the

financial statements section of our report. We are independent of the group in accordance with the ethical requirements

that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have

fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we

have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to

you where:

-	the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of

the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and 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, 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.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in

the course of the audit, we have not identified material misstatements in the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to

you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company 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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Group Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on pages two and three, the directors are

responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and

for such internal control as the directors determine necessary to enable the preparation of financial statements that are

free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent 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 group or the parent company or to cease

operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with

ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting

Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the

Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those

matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's

members as a body, for our audit work, for this report, or for the opinions we have formed.

JEREMY S CHAPMAN (Senior Statutory Auditor)

for and on behalf of Chapman Nash Accountancy Limited

Statutory auditor

4, The Barford Exchange

Wellesbourne Road

Barford

Warwick

Warwickshire

CV35 8AQ

26 September 2018

TURNOVER

22,591,327

24,395,428

Cost of sales

(20,581,101

)

(22,087,746

)

GROSS PROFIT

2,010,226

2,307,682

Administrative expenses

(1,872,811

)

(2,131,577

)

OPERATING PROFIT

4

137,415

176,105

Interest payable and similar expenses

-

(436

)

PROFIT BEFORE TAXATION

137,415

175,669

Tax on profit

(28,363

)

(41,754

)

PROFIT FOR THE FINANCIAL YEAR

109,052

133,915

Profit attributable to:

Owners of the parent

109,052

133,915

FIXED ASSETS

Intangible assets

6

-

-

Tangible assets

7

92,213

137,083

Investments

8

-

-

92,213

137,083

CURRENT ASSETS

Debtors

9

2,433,804

2,830,574

Cash at bank

742,182

188,837

3,175,986

3,019,411

CREDITORS

Amounts falling due within one year

10

(669,103

)

(618,093

)

NET CURRENT ASSETS

2,506,883

2,401,318

TOTAL ASSETS LESS CURRENT LIABILITIES

2,599,096

2,538,401

PROVISIONS FOR LIABILITIES

(17,116

)

(25,473

)

NET ASSETS

2,581,980

2,512,928

CAPITAL AND RESERVES

Called up share capital

12

11,058

12,858

Capital redemption reserve

13

10,000

8,200

Retained earnings

13

2,560,922

2,491,870

SHAREHOLDERS' FUNDS

2,581,980

2,512,928

The financial statements have been prepared in accordance with the provisions of Part 15 of the Companies Act 2006

relating to small companies.

The financial statements were approved by the Board of Directors on 26 September 2018 and were signed on its behalf

by:

R F Lindsey - Director

R D King - Director

FIXED ASSETS

Intangible assets

6

-

-

Tangible assets

7

-

-

Investments

8

300,000

300,000

300,000

300,000

CURRENT ASSETS

Debtors

9

253,743

621,564

Cash at bank

635,142

219,531

888,885

841,095

CREDITORS

Amounts falling due within one year

10

(86,387

)

(87,531

)

NET CURRENT ASSETS

802,498

753,564

TOTAL ASSETS LESS CURRENT LIABILITIES

1,102,498

1,053,564

CAPITAL AND RESERVES

Called up share capital

12

11,058

12,858

Capital redemption reserve

13

10,000

8,200

Retained earnings

13

1,081,440

1,032,506

SHAREHOLDERS' FUNDS

1,102,498

1,053,564

Company's profit for the financial year

88,934

81,109

The financial statements have been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

The financial statements were approved by the Board of Directors on 26 September 2018 and were signed on its behalf by:

R F Lindsey - Director

R D King - Director

1.	STATUTORY INFORMATION

Certes Holdings Limited is a private company, limited by shares , registered in England and Wales. The

company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with the provisions of Section 1A "Small Entities" of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation

The group accounts consolidate the accounts of the company and it's subsidiaries, all of which make up their

accounts to the same date. Profits arising on trading between companies are excluded.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The

Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party

transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the

financial statements.

Turnover

Turnover is the amount derived from the provision of goods and services falling within the group's ordinary

activities.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2003, is being amortised evenly over its estimated useful life of five years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost

less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Office equipment

-

20% on cost

Motor vehicles

-

25% on cost

Computer equipment

-

50% on cost and 33% on cost

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income

Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in

equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or

substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the

balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from

those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws

that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal

of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they

will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the

lease.

Investments

Investments held as fixed assets are stated at cost less any provision for impairment.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 3 (2017 - 3 ) .

The average number of employees by undertakings that were proportionately consolidated during the year was

33 (2017 - 33 ) .

4.	OPERATING PROFIT

The operating profit is stated after charging:

31.3.18

31.3.17

£

£

Depreciation - owned assets

55,175

50,499

Auditors' remuneration

13,667

13,000

Pension costs

24,098

12,665

5.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not

presented as part of these financial statements.

6.	INTANGIBLE FIXED ASSETS

Group

Goodwill

£

COST

At 1 April 2017

and 31 March 2018

(844,244

)

AMORTISATION

At 1 April 2017

and 31 March 2018

(844,244

)

NET BOOK VALUE

At 31 March 2018

-

At 31 March 2017

-

7.	TANGIBLE FIXED ASSETS

Group

Office

Motor

Computer

equipment

vehicles

equipment

Totals

£

£

£

£

COST

At 1 April 2017

20,738

122,960

67,360

211,058

Additions

1,853

-

8,452

10,305

Disposals

(7,528

)

-

(32,015

)

(39,543

)

At 31 March 2018

15,063

122,960

43,797

181,820

DEPRECIATION

At 1 April 2017

13,105

21,826

39,044

73,975

Charge for year

3,820

30,739

20,616

55,175

Eliminated on disposal

(7,528

)

-

(32,015

)

(39,543

)

At 31 March 2018

9,397

52,565

27,645

89,607

NET BOOK VALUE

At 31 March 2018

5,666

70,395

16,152

92,213

At 31 March 2017

7,633

101,134

28,316

137,083

Company

Computer

equipment

£

COST

At 1 April 2017

and 31 March 2018

1,455

DEPRECIATION

At 1 April 2017

and 31 March 2018

1,455

NET BOOK VALUE

At 31 March 2018

-

At 31 March 2017

-

8.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertakings

£

COST

At 1 April 2017

and 31 March 2018

300,000

NET BOOK VALUE

At 31 March 2018

300,000

At 31 March 2017

300,000

The group or the company's investments at the Balance Sheet date in the share capital of companies include

the following:

Subsidiaries

Certes Computing Limited

Registered office: UK

Nature of business: Computer staff agency

%

Class of shares:

holding

Ordinary

100.00

31.3.18

31.3.17

£

£

Aggregate capital and reserves

1,781,601

1,761,483

Profit for the year

20,118

52,806

Certes Consulting Limited

Registered office: UK

Nature of business: Dormant company

%

Class of shares:

holding

Ordinary

31.3.18

31.3.17

£

£

Aggregate capital and reserves

-

(207

)

The Company was transferred to the director R F Lindsay for a consideration of £2 on 18th April 2017 and then

passed a special resolution changing its name from Certes International Limited to Certes Consulting Limited on

8th May 2017.

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

31.3.18

31.3.17

31.3.18

31.3.17

£

£

£

£

Trade debtors

2,372,457

2,744,736

-

-

Amounts owed by group undertakings

-

-

223,515

580,866

Other debtors

-

3,238

-

-

Tax

-

8,574

-

-

Prepayments and accrued income

61,347

74,026

30,228

40,698

2,433,804

2,830,574

253,743

621,564

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

31.3.18

31.3.17

31.3.18

31.3.17

£

£

£

£

Trade creditors

41,256

108,503

-

800

Corporation tax

36,731

24,855

20,858

24,855

Social security and other taxes

127,895

165,830

34,029

33,369

Other creditors

207

207

-

-

Accrued expenses

463,014

318,698

31,500

28,507

669,103

618,093

86,387

87,531

11.	SECURED DEBTS

The following secured debts are included within creditors:

Group

31.3.18

31.3.17

£

£

Bank overdraft

-

30,694

The invoice finance provider, Lloyds Bank Plc, hold an all-assets debenture containing fixed and floating charges

over the company's assets, dated 3 May 2016.

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.3.18

31.3.17

value:

£

£

11,058

Ordinary

£1

11,058

12,858

(31.3.17 - 12,858 )

13.

RESERVES

Group

Capital

Retained

redemption

earnings

reserve

Totals

£

£

£

At 1 April 2017

2,491,870

8,200

2,500,070

Profit for the year

109,052

109,052

Purchase of own shares

(40,000

)

1,800

(38,200

)

At 31 March 2018

2,560,922

10,000

2,570,922

Company

Capital

Retained

redemption

earnings

reserve

Totals

£

£

£

At 1 April 2017

1,032,506

8,200

1,040,706

Profit for the year

88,934

88,934

Purchase of own shares

(40,000

)

1,800

(38,200

)

At 31 March 2018

1,081,440

10,000

1,091,440

14.	RELATED PARTY DISCLOSURES

Related Party

Nature of Transactions

31.3.18

31.3.17

£

£

Grad Central Limited

Recharge of overhead expenses

-

41,540

K McMaster

Non-Executive Director's fees

5,500

5,000

The company rents offices under a lease ending 31 March 2018 from the director R F Lindsey. The rent incurred

in the year amounted to £30,560 (2017 - £30,560) and is charged in the profit & loss account. No amounts are

outstanding at the year end (2017 - £Nil).

The company also rents offices under a 6 year lease dated 1st August 2015 from the pension fund of the the

director K McMaster. The rent incurred in the year amounted to £28,280 (2017 - £28,280) and is charged in the

profit & loss account. No amounts are outstanding at the year end (2017 - £Nil).