Shilton Sharpe Quarry Limited

Shilton Sharpe Quarry Limited

Frankfurt am Main

Konzern- und Jahresabschluss zum Geschäftsjahr vom 01.01.2013 bis zum 31.12.2013

Contents

Strategic report

Report of the directors

Independent auditor's report

Consolidated profit and loss account

Consolidated statement of total recognised gains and losses

Consolidated balance sheet

Company balance sheet

Consolidated cash flow statement

Notes forming part of the financial statements

Strategic report for the year ended 31. December 2013

The directors present their strategic report and financial statements for the year ended 31 December 2013.

Results and dividends

The consolidated profit and loss account is set out on page 7 and shows the profit for the year.

The directors do not recommend the payment of a dividend £ Nil (2012 - £ 2.07m).

Review of business

The group has continued to operate the UK business relating to permanent placements through Shilton Sharpe Quarry (UK) LLP, while the UK business relating to short term, fixed term and temporary contract placements has continued to operate through SSQ Contracts Limited.

In addition the group has set up recruitment businesses in Singapore and China in 2013 to be conducted through the newly incorporated Shilton Sharpe Quarry Singapore Pte. Limited and Shilton Quarry (Shanghai) Business Consulting Limited.

Shilton Sharpe Quarry Limited continues to operate branches in Germany and France, along with subsidiary companies in Italy, Spain, Hong Kong, Singapore and China.

The underlying business remains the same on a consolidated basis.

The directors are not aware, at the date of this report, of any likely major changes in the group's activities in the next year.

The group continues to perform strongly and expects to increase gross profit and profit before tax in 2014.

As shown in the group's profit and loss account on page 7, the group's gross profit has increased over the prior year and profit before tax has also improved.

Financial Key Performance Indicators

The Key Performance Indicators used to determine the progress and performance of the group are gross profit, profit before tax and net current assets.

Gross profit has increased by 3.8 % on the previous period and profit before tax has increased by 1.9 % on the previous period. It is the objective of the group to continue to grow gross profit and profit before tax each year. The group intends to achieve this through growth resulting from investment in additional consultants and business infrastructure.

It is the intention of the group to continue to strengthen its financial performance in the industry by monitoring, closely, its direct costs.

Net current assets have increased by 309 % on the previous period.

Principal risks and uncertainties

The group's principal risks and uncertainties derive from bank balances, salary payments, trade creditors, trade debtors and exchange rates changes.

In respect of bank balances the liquidity risk is managed by ensuring positive cash flow through an efficient system of credit control and well regulated payments to suppliers and employees. The group makes use of money market facilities where surplus funds are available.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits.

Salary payments and trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts as they become due.

The group is exposed to foreign currency risks on its operations by virtue of entering into transactions in currencies other than the group company's functional currency. The group monitors on a regular basis the performance of those currencies, where the group is exposed.

The group reviews its cost on a regular basis.

Approval

This strategic report was approved by order of the Board on 6 June 2014

Reports of the directors for the year ended 31. December 2013

The directors present their report and financial statements for the year ended 31 December 2013.

Results and dividends

The consolidated profit and loss account is set out on page 7 and shows the profit for the year.

The directors have recommended payment of a final dividend of £ Nil (2012 - £ 2.07m).

Principal activities

The group's principal activity continued to be that of recruitment consultants.

Directors

The directors of the company were:

Directors' responsibilities

The directors are responsible for preparing the strategic report, the directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the group and company 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 group and company and of the profit or loss of the group and company for that period.

In preparing these financial statements, the directors are required to:

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Charitable donations

A majority of the charitable donations were paid to registered charities which support the development of youth and children.

Auditors

All of the current directors have taken all the steps that they ought to have taken to make themselves aware of any information needed by the company's auditors for the purposes of their audit and to establish that the auditors are aware of that information. The directors are not aware of any relevant audit information of which the auditors are unaware.

BDO LLP have expressed their willingness to continue in office and a recommendation to re-appoint them as auditors will be proposed in due course.

Independent auditor's report

TO THE MEMBERS OF SHILTON SHARPE QUARRY LIMITED

We have audited the financial statements of Shilton Sharpe Quarry Limited for the year ended 31 December 2013 which comprise the consolidated profit and loss account, the consolidated statement of total recognised gains and losses, the consolidated and company balance sheets, the consolidated cash flow statement and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

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.

Respective responsibilities of directors and auditors

As explained more fully in the statement of directors' responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Financial Reporting Council's (FRC's) Ethical Standards for Auditors.

Scope of the audit of the financial statements

A description of the scope of an audit of financial statements is provided on the FRC's website at www.frc.org.uk/auditscopeukprivate.

Opinion on financial statements

In our opinion the financial statements:

Opinion on other matters prescribed by the Companies Act 2006

In our opinion the information given in the strategic report and directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception

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:

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

Consolidated profit and loss account for the year ended 31 December 2013

The results above are derived wholly from continuing activities.

Consolidated statement of total recognised gains and losses for the year ended 31. December 2013

Consolidated balance sheet at 31. December 2013

The financial statements were approved by the Board of Directors and authorised for issue on 6 June 2014

Company balance sheet at 31. December 2013

The financial statements were approved by the Board of Directors and authorised for issue on 6 June 2014

Consolidated cash flow statement for the year ended 31. December 2013

Notes forming part of the financial statements for the year ended 31. December 2013

1 Accounting policies

The financial statements have been prepared under the historical cost convention and are in accordance with applicable accounting standards.

The directors have prepared the financial statements on the basis that the business will continue as a going concern for the foreseeable future. The nature of the industry and types of placements made by the group, the directors recognise there is an inherent lack of visibility when forecasting cash flows for the second half of the year (due to the short timeline from candidate interest to start date). However based on historic information, the directors do not consider this to be a significant risk.

The following principal accounting policies have been applied:

Basis of consolidation

The consolidated profit and loss account and balance sheet include the financial statements of the company and its subsidiary undertakings made up to 31 December 2013. The results of subsidiaries sold or acquired are included in the profit and loss account up to, or from the date control passes. Intra-group sales and profits are eliminated fully on consolidation. The results included in the consolidation in respect of the two overseas subsidiaries are based on the unaudited accounts of these companies for the year ended 31 December 2013.

Turnover

Turnover represents amounts receivable for goods and services net of VAT.

The company recognises revenue in line with the contractual terms and conditions agreed with a client, where the company can demonstrate it has performed its duties in accordance with those terms.

Revenue arising from temporary placements is recognised over the period that temporary staff are provided.

For all sales, where a candidate leaves their position within a specified period, a refund is issued. Provision for refunds are made when the group is notified by the client that a candidate has left their position within the relevant refund period.

Cost of sales

Cost of sales consists of salary costs or fee paid to candidates in relation to temporary contracts.

Costs are recognised when the company incurs an obligation to pay. Tangible fixed assets and depreciation

Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life, as follows:

Deferred taxation

Deferred taxation is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes. The deferred tax balance has not been discounted.

The recognition of deferred tax assets is limited to the extent that the group anticipate sufficient taxable profits in the future to absorb the reversal of the underlying timing differences.

Leasing

Rentals payable under operating leases are charged against income on a straight line basis over the lease term.

Investments

Fixed asset investments are stated at cost less provision for diminution in value. Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders.

Pensions

The Group operates a defined contribution scheme for the benefit of its employees. Contributions payable are charged to the profit and loss account in the year they are payable.

Foreign currency translation

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to profit and loss account.

The results of overseas operations are translated at the average rates of exchange during the year and the balance sheet translated into sterling at the rates of exchange ruling on the balance sheet date. Exchange differences which arise from translation of the opening net assets and results of foreign subsidiary undertakings are taken to reserves.

Employee Benefit Trust

In accordance with UITF 32, assets and liabilities held by the EBT are consolidated within the accounts of the company. Any assets held by the EBT cease to be recognised on the company balance sheet when the assets vest unconditionally to identified beneficiaries.

2 Turnover

The total turnover of the group for the year has been derived from its principal activity.

Segmental analysis by geographical area

The analysis by geographical area of the group's turnover is set out as below:

3 Operating profit

4 Employees

The average number of employees (including directors) during the year was as follows:

5 Directors' remuneration

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2012 - 2).

6 Interest receivable

7 Interest payable

8 Taxation on profit on ordinary activities

9 Profit for the financial year

As permitted by section 408 Companies Act 2006, the holding company's profit and loss account has not been included in these financial statements. The profit for the financial year was £3,365,695 (2012 -£2,868,879).

10 Dividends

11 Tangible fixed assets

12 Fixed asset investments

In the opinion of the directors, the aggregate value of the company's investment in subsidiary undertakings is not less than the amount included in the balance sheet.

Holdings of more than 20 %

The company holds more than 20 % of the share capital or has interest in LLP capital of the following companies LLP's:

^* Shilton Sharpe Quarry Limited is considered to have full control of Shilton Sharpe Quarry (UK) LLP and therefore Shilton Sharpe Quarry (UK) LLP has been included in the consolidation.
^** Shilton Quarry (Shanghai) Business Consulting Limited is a 100 % subsidiary of Shilton Sharpe Quarry Hong Kong Limited and therefore is controlled by Shilton Sharpe Quarry Limited.

The principal activity of these undertakings for the last relevant financial year was as follows:

As explained in note 1 the accounts of the overseas subsidiaries have not been audited and in the directors' opinion the result of the subsidiaries are not considered material in relation to the results of the group.

13 Debtors

14 Creditors: amounts falling due within one year

15 Provision for liabilities

The deferred tax liability is made up as follows:

16 Pension and other post-retirement benefit commitments

Defined contribution

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund.

17 Share capital

Owners of A', 'B' and 'C shares have one vote per share though certain matters require unanimous approval from the owners of the 'A' shares according to the Shareholders' Agreement.

Owners of 'D' shares have no voting rights.

Owners of 'A', 'B' and 'C' shares are entitled to any distribution of profit relative to the amounts paid up or credited as paid up on those shares held by them respectively.

Owners of 'D' shares are not entitled to any profit distribution.

18 Reserves

19 Reconciliation of movements in shareholders' funds

20 Commitments under operating leases

At 31 December 2013, the group and company had annual commitments under non-cancellable operating leases as set out below:

21 Related party transactions

Group and company

The company has taken advantage of the exemption in Financial Reporting Standard Number 8 from the requirement to disclose transactions with group companies on the grounds that consolidated financial statements are prepared by the company.

During the year the company paid a total of £72,914 (2012 - £32,505) for advertising space to Juve GmbH. Mr Gareth Quarry, is a majority shareholder in Juve GmbH's parent company, Tiparea Limited, a company incorporated in the UK.

During the year, the company paid or owed dividends of £Nil (2012 - £1,697,377) in total to its directors and their wives.

22 Reconciliation of operating profit to net cash inflow from operating activities

23 Reconciliation of net cash inflow to movement in net debt

24 Analysis of net funds

25 Employee Benefit Trust

Group and company

The financial statements incorporate the following assets and liabilities which are owned by the SSQ Employee Benefit Trust. The EBT is controlled by the trustees who are the Directors of the company, but its assets and liabilities are included in the company's financial statements as required by UITF 32.

26 Control

In the opinion of the directors there is no ultimate controlling party in either the current or previous financial year.