RTC AR2022 Web Ready

2022
Connecting
business and
career ambitions
Annual Report
for the year ended 31 December 2022
www.rtcgroupplc.co.uk
Stock Code: RTC
Welcome to the RTC Group
Annual Report 2022
Highlights
Group revenue EBITDA* Basic EPS
£71.9m
(2021: £77.7m)
£0.6m
(2021: £1.1m)
(2.45p)
(2021: 0.04p)
*refer key performance indicators section for calculation.
Group at a glance ATA provide high-quality technical recruitment solutions to the

RTC Group Plc is an AIM listed recruitment business that manufacturing, engineering, and technology sectors. Working
focuses on white and blue-collar recruitment, providing as an engineering recruitment partner supporting businesses
temporary and permanent labour to a broad range of across the UK, ATA has a strong track record of attracting
industries and customers, in both domestic and international and recruiting the best engineering talent for its clients. ATA’s
markets, through its geographically defined operating regional offices which are strategically located in Leicester
divisions. and Leeds each have dedicated market-experts to ensure ATA
delivers excellence to both its clients and candidates.
UK division The Group headquarters are located at the Derby Conference
Through its Ganymede and ATA brands the Group provides a Centre which also provides office accommodation for its
wide range of recruitment services in the UK. operating divisions in addition to generating rental and
conferencing income from space not utilised by the Group.
Ganymede specialise in recruiting the best technical and
engineering talent and providing complete workforce
solutions to help build and maintain infrastructure and
International division
transportation for a wide range of UK clients. Ganymede is a Internationally, through our GSS brand we work with
market leader in providing a diverse range of people solutions customers across the globe that are focused on delivering
to the rail, energy, construction, highways, and transportation projects in a variety of sectors. GSS has a track record of
sectors. With offices strategically located across the country, delivery in some of the world’s most hostile locations.
Ganymede provides its clients with the benefit of a national Working closely with its customers GSS provides contract
network of skilled personnel combined with local expertise. and permanent staffing solutions on an international basis,
providing key personnel into new projects and supporting
Ganymede tailors its solutions to suit its clients’ needs. Whether ongoing large-scale project staffing needs. GSS typically
it’s recruiting permanent and temporary technical, engineering recruit across a range of disciplines and skills from operators
and safety-critical roles or providing fully managed workforce and supervisors, through to senior management level.
solutions of recruitment, training, account management,
contingent labour and fleet provision, Ganymede works closely
with its clients to understand their requirements, keeping their
goals in mind every step of the way.
Learn More
RTC Group maintains a corporate website
at www.rtcgroupplc.co.uk containing a wide
range of information of interest including:
• latest RNS releases; and

• company reports.
RTC Group Plc Annual Report 2022 | Stock Code: RTC

Overview
Contents
Overview
Chairman’s statement 2
Strategic report
Chief Executive’s operational and strategic review 3
Business model 6
Key performance indicators 7
Risk Management 8
Finance Director’s report 10
Governance
Section 172 statement 12
Directors’ report 14
Corporate governance statement 18
Audit committee report 20
Remuneration report 21
Financial reports
RTC Group
Independent auditor’s report to the members of RTC Group Plc 22
Consolidated statement of comprehensive income 26
Consolidated statement of changes in equity 27
Consolidated statement of financial position 28
Consolidated statement of cash flows 29
Notes to the Group financial statements 30
RTC Company
Company statutory financial statements 55
Company statement of financial position 56
Company statement of changes in equity 57
Notes to the Company financial statements 58
Shareholder information
Directors and advisers 65
Page | 1
Overview
Chairman’s statement
For the year ended 31 December 2022
I am pleased to present the final report for the year. Outlook

It is more than usually difficult to assess the likely economic
Group backdrop which will provide the stage for business
The Group overall delivered revenues of £71.9m (2021: management and performance in 2023. Continuing high levels
£77.7m) and overall gross profit was £11.8m (2021: £11.8m). of inflation, albeit varying throughout the world, coupled
with the war between Russia and Ukraine and alarming
Ganymede Energy markedly increased volumes, our branch increases in tension between China and the West do not
general manufacturing and engineering recruitment augur well for stability. Although any slide into recession in
performance was buoyant, led by increased permanent the UK could adversely affect general permanent recruitment,
placement volumes and our UK technical and engineering other elements of our portfolio of activities are in areas not
operations produced a much-improved contribution. Our so directly affected by economic factors and should offer a
international business continued to make steady progress more stable investment environment. Although it is possible
from an already sound base and achieved results comparable that inflation will continue to abate and remain lower, history
to the final year of our service in Afghanistan despite reduced casts some doubt on the likelihood of that being the case.
volumes. The difficult trading conditions experienced in the Nonetheless the RTC Group has a strong balance sheet and
rail business in 2021 continued through 2022, exacerbated by management in depth and your directors are cautiously
ongoing industrial action, although the year ended with most optimistic of a continuing improvement in our financial
of the challenges being addressed. Within Central Services performance.
the Derby Conference Centre recovered strongly to generate
a trading profit on markedly better business levels in both the
conferencing area and the hotel and events activities. W J C Douie
Dividends WJC Douie
In the conditions which have unfolded this year it remains Chairman
prudent not to pay a dividend in respect of 2022 and to
concentrate future efforts on balance sheet improvement 26 March 2023
in preparation for the expected need to invest in business
changes and developments in the future. It is unlikely that we
will be recommending a return to dividend payments in the
near future.
Our people
I should like to thank all our people for their loyalty, hard work,
and enthusiasm during the course of the year.
Page | 2
Strategic report
Chief Executive’s operational and strategic review

Overview alongside and within our clients’ businesses our technology

2022 was a year of two very contrasting halves for RTC platform will enable us to seamlessly enhance and grow the
Group. Like many other companies, the early part of the value of key client relationships. Naturally, the nature of these
year continued to be impacted by the effects of covid and investments, especially the costs attached to finding, training,
the health, safety, and well-being of both our permanent and developing new consultants, are forward loaded with
and contract workforce remained our highest priority as delayed revenue streams and we expect a positive return on
we cautiously transitioned to a more normalised trading these investments from 2023 onwards.
environment. Additionally, the new maintenance and renewals
contract with Network Rail which saw Ganymede Rail Taking all of this into account and considering our overall
successfully awarded another long-term programme of work, financial position which sees the Group with no long term
albeit on new operating routes, was heavily biased towards debt, a working capital facility with significant headroom for
upfront cost and investment activities. Whilst the combined growth, strong cash and treasury management supporting
effect of these two events impacted our first half profitability predominately blue-chip and government backed clients, a
resulting in only a marginal EBITDA for the period, the strong balance sheet which hasn’t necessitated any form of
fundamental capabilities underpinning all our trading entities recapitalisation, which befell many larger players in the sector
remained robust. This was evidenced in the second half of the and a very strong and lengthy order book with many leading
year which saw much improved trading across the Group. With clients across a number of our sectors, I believe we are well
the exception of Ganymede Rail, all of our businesses enjoyed positioned to capitalise on growth opportunities as they
second half run rates last seen prior to the onset of covid in emerge.
2020. Furthermore, and whilst we are early in the new financial
year with much global and domestic uncertainty clouding the Our strategy is very clear and will continue to centre around
visibility businesses and investors desire, I am optimistic that our business model of growing industry leading, independent
these run-rates can maintain momentum and continue in a subsidiary businesses capable of competing in each of their
positive direction. respective sectors and offering clients significant opportunities
for greater value add and high-level cost savings through
Whilst 2022 full year sales of £71.9m were down around working collaboratively across all RTC Group companies.
7.5% from 2021 reflecting the difficult start to the year, our
gross profit held constant at £11.8m with the margin gaining Finally, I believe our commitment to the highest levels of
some ground to 16% reflecting changes to our sales mix and corporate, commercial, and operational governance has been
operational changes to our international contracts with fewer a significant distinguishing factor in building the strong and
low margin administration activities performed on behalf of long-term relationships we have with our client base. This
our client. Additionally, and of significance to the financial coupled with the financial health of the Group, our ability to
performance of our Ganymede Rail business and the Group, attract strong management teams in each of our businesses
it should be noted that having endured elevated operating and a Group board with the necessary experience and proven
costs in the early part of the year to comply with the tail end track record to steer the business through what has been
of covid, constantly escalating fuel prices and wage-based an unprecedented few years for the sector with significant
inflation due to supply shortages, the business was further companies having to seek additional shareholder funds to
heavily impacted in the second half of the year by industrial survive, is evidence that the Group is in very solid and strong
action across the whole of the rail network. This was naturally position for its shareholders.
hugely disappointing and costly to our rail business having
invested significantly in the preparation of personnel and Business review
new route management/deployment activities in the early UK Division
part of the year. To give some financial context, the business, 2022 was a year of recovery for our UK recruitment business
with minimal ability to offset operational cost, lost around with very strong demand returning for both permanent
75,000 billable hours in the second half of the year due to and temporary recruitment pushing vacancy levels to post
the disruption which in turn equated to missed revenue of pandemic highs. However, whilst client requirements for
around £2m along with the associated gross margin and profit permanent staff were running at all-time highs, a shortage
contribution. A significant sum which if recognised would have of candidates due to skill availability, candidate reluctance to
had a positive impact on the outcome of the Group’s results. change employer during the prevailing economic uncertainties
and counter offers by employers to retain ‘hard-to-replace’
Furthermore, and taking account of our medium to long-term employees, created a challenging recruitment environment.
view of growth across the industries and sectors we operate Despite this our white-collar recruitment teams in Ganymede
in, we have continued throughout the year to invest in and and ATA enjoyed a 25% increase in permanent fees for
increase the number of recruitment consultants employed the period. The growth was driven by a combination of
across the Group and alongside this have committed to increased fees as salary levels rose to attract key hires and
investing in a new front end, cloud based CRM recruitment an overall increase in volume in line with market growth.
system which will provide a unified platform across the The focus we have achieved through combining our white-
Group and integrate with all financial, payroll and accounting collar rail and infrastructure recruitment business alongside
systems. Also, as we cooperate and integrate more closely our Ganymede Rail business has continued to provide
Page | 3
Strategic report

opportunities across the sector with many clients choosing Towards the second half of 2022 our projects business which
to leverage the combined capability. Having been awarded had traditionally focused on rail projects began exploring the
several preferred supplier status contracts we have been able opportunity to enter the social housing market given the scale
to secure additional revenue and reduce external recruitment of property refurbishment which was forecast across many
costs for many rail and infrastructure clients. Also, during the district councils. Following a pilot scheme which saw some
year, following encouragement from a number of rail specific upfront investment to gain skills, capability and experience
clients, a rail signalling business was established, and this is the team began working as a secondary provider of labour
now delivering a new and profitable business stream with to a prime contractor. Over the past 6 months and following
growing demand as we enter the new year. successful inclusion as a direct provider our projects business
has now refurbished in excess of 100 council properties. Whilst
Whilst candidate caution due to economic and political it is early days, we believe the scale of properties requiring
uncertainty dominated the permanent marketplace, the renovation or upgrade as part of the Government’s heating
temporary sector excluding rail had an extremely buoyant and building strategy to decarbonise homes, offers another
year. Ganymede and ATA’s white collar recruitment teams saw long-term opportunity for two RTC business units to combine
revenue from temporary activity increase significantly across capabilities and offer a single point solution to a significant
both businesses resulting in increased gross profit of 38%. and growth dominated sector. In preparation and readiness for
This is a hugely impressive performance, especially for the ATA this the Group is funding the establishment of a training and
business which lost over 90% of temporary workers out on assessment centre within our energy business premises.
assignment during the height of covid. ATA’s current run-rate is
now tracking back at pre-covid levels and demand as we enter As has been alluded to Ganymede Rail experienced a very
the new year is showing positive signs of encouragement. challenging year in 2022 mainly due to the tail end of covid,
disruption to its operational route management through
During 2022 Ganymede Energy finally began to fulfil its full significant industrial action, escalating fixed and variable
potential following successive years of setbacks. Over 5 years costs through excessive fuel prices and high wage inflation,
ago the business established itself as a partner to major utility and the impact of route changes which resulted in reduced
companies to provide personnel to support the Government’s revenue and additional set up costs for the newly awarded
smart meter roll out strategy. Having recruited, trained, and long term Network Rail contract. Whilst this has proved an
begun to deploy smart meter installers it quickly became extremely difficult period for the business, its management,
apparent that issues with the technology would have to halt and its permanent and contract workforce, I cannot emphasise
the programme pending technology improvements. This enough the strategic value and importance that the Group
was followed by delays caused through client redundancy board place on this business. The business has a long term,
programmes and then a complete suspension of activity as multimillion-pound order book with a minimum 4-year tenure
covid restrictions prohibited workers from attending private which will see Ganymede continue as one of Network Rail’s
residences. This was still the case in quarter one 2022 but largest and historically best performing maintenance and
once all restrictions were finally lifted activity recommenced. renewals labour suppliers. In addition to its long-term direct
I am delighted to report that during the rest of the year relationship with Network Rail Ganymede Rail is partner with
demand for our smart meter installers has hit record highs numerous blue-chip prime contractors and has a first-class
with the year ending with over 200 Ganymede personnel out track record in safety management in the sector and is one of
on daily assignment and this is expected to rise during 2023. the largest apprentice training funders across labour supply
Outside of the 6 major utility companies our energy business companies. We remain extremely confident in the business’s
is now one of the largest providers of smart meter installers ability deliver an extremely high value service on one of the
in the country. A remarkable achievement given the multiple country’s most important and strategic assets and we look
hurdles the business has faced during its growth journey. forward to seeing it rebound in 2023.
The Government is currently legislating to extend its powers
in relation to the smart meter roll-out until November 2028. Central services
Based on data published at the end of September 2022 there The Derby Conference Centre which forms part of the Central
are some 24 million smart meters awaiting fitment. Given Services division had a much-improved year culminating in
current installation rates across the industry it is estimated a significant increase in volume for all its service offerings.
that it will take between 6-8 years (excluding enhancements Following a long period of closure to comply with government
to existing meters) to replace the remaining traditional meters. restrictions in 2020 and 2021 the business like many in
We are confident that given our current performance and the hospitality sector was plagued with uncertainty at the
dominant positioning our energy business has a significant beginning of 2022. However, its performance due to its strong
and sustainable revenue potential revenue for the foreseeable reputation in the East Midlands quicky regained momentum
future. In addition, in collaboration with our conference and December delivered one of its best festive results.
business, the Derby Conference Centre, our energy partners Furthermore, as we enter 2023 the business achieved its best
are using our inhouse facility to induct direct personnel January result and the whole team is encouraged about its
alongside the Ganymede smart meter installers which is long-term future in the sector.
generating broader revenue for the Group.
Page | 4
Strategic report

International
Whilst GSS no longer provides personnel to Afghanistan
following the demobilisation of all international personnel, the
business remains very active in supporting overseas clients
and territories and has secured new clients providing exciting
new opportunities for the business. We still provide a wide-
ranging workforce to many other overseas locations including,
Dubai, Bahrain, Iraq, Mogadishu, and Poland. During 2022 the
business secured a significant new contract with its largest
client to provide large volumes of permanent personnel
to British Overseas Territories. The team are also currently
working with several NATO supply partners in support of
emerging mobilisation contracts in various locations.
Outlook
Following a vastly improved performance in the second half of
the year and early signs of a continuation of this trajectory into
the early part of this year, I remain cautiously optimistic about
our future revenue and profit generation. Whilst naturally there
is considerable and justified concern about both international
and domestic events which serve to destabilise both market
and customer demand, I believe the services being provided
by many of our domestic clients, especially our utility and
transportation clients where maintenance and enhancement
programmes to key infrastructure assets have work
programmes spanning many years offering significant growth
potential to add to our already well established orderbook. In
addition to this, the broad generalist capability being offered
by our permanent and temporary recruitment business serving
the UK’s growing manufacturing, industrial and engineering
companies, and our expanding geographic presence through
our international business will ensure that we are well placed
to take capture new business opportunities across all our
Group recruitment businesses.
Our people
The energy and enthusiasm showed by our people across the
RTC Group is, as always, exceptional. Given how tough the last
few years have been on our people and their families it is has
been humbling to see their resilience, ambition, and desire
to see RTC continue to differentiate itself in highly populated
markets.
The Board of directors could not be prouder of the collective

team effort and would like to thank everybody across the
Group.
A M Pendlebury
A M Pendlebury
CEO
26 March 2023
Page | 5
Strategic report
Business model
Joint bids on Shared clients

international for white
white/blue collar and blue collar
workforce rail/infrastructure
contracts UK white collar temp and perm projects
Group Headquarters
DMSQ@KDQUHBDR
International
Personnel supplied
workforce for
into safely critical
large scale needs
environments
Partnering for
recruitment
of international
staff for UK
engineering
contracts
Page | 6
Strategic report
Key performance indicators

Revenue (£m) Gross profit (£m) EBITDA (£m)
£71.9m £11.8m £0.6m

£81.4m £11.8m £11.8m £1.8m
£77.7m
£71.9m £10.2m
£1.1m
£0.6m
2022 2021 2020 2022 2021 2020 2022 2021 2020
(Loss)/ Profit from operations (£m) Cash flow from operating activities (£m) Gearing ratio
£(0.2)m £(0.05)m 0.5

0.5
1.1 5.1
0.4
-0.05
2022 2020
0.3 -2.4
0.1
-0.2 2021 2020

2021 2022 2021 2020
2022
No dividends have been paid or

Net assets (£m) Basic EPS
proposed in respect of the years 2020 to
£6.2m (2.45)p 2022.
EBITDA is earnings before interest, tax,

4.66
depreciation and amortisation and has
7.1
6.5 been calculated as follows: loss from
6.2 operations (£243,000) + depreciation of
owned assets £422,000 + amortisation
of intangibles £46,000 + depreciation of
right-of-use assets £384,000 = £609,000
0.04
(refer note 6).
-2.45 2021 2020

Refer to the Finance Director’s Report for
commentary on the results for the year.
2022 2021 2020 2022
Page | 7
Strategic report
Risk management
The corporate governance statement describes how the Group manages risk via its Board and Board sub-committees. Key
business risks and how the Group mitigates these are detailed below:
The economic cycle and economic Credit risk

conditions The inability of a key customer to pay amounts owing to us
The Board takes account of on-going economic conditions due to financial difficulties is an inherent risk. To minimise this
and cycles. Whilst there remains much uncertainty and mixed risk, we employ pro-active credit control techniques. Often in
opinion about short and medium-term prospects for the UK conjunction with our bank, we credit check new customers,
economy influenced by the cost-of-living crisis, widespread subscribe to a monitoring service, and monitor payment
strike action, the looming threat of a recession and other patterns and debt levels against credit limits. In addition, the
geo-political events, we believe that the sectors and customers Board is regularly appraised of debt levels and ageing.
we have built relationships with have fundamental long-term
growth trends. Further, the deliberate positioning of our Attracting and retaining key personnel
businesses in rail infrastructure, domestic energy and overseas The Group is reliant on its ability to recruit, train and retain
activities that are not subject to short-term fluctuations in the its staff to deliver its growth plans. In the aftermath of the
UK economy enables the Group to capitalise on prevailing pandemic there is a reduction in staff available in some
market conditions both in the UK and internationally. The areas, for example, hospitality and we are seeing increased
Group’s cost base is carefully managed to align with business competition on remuneration packages in other sectors. We
activity. The Group remains focused on cash generation continue to ensure that overall packages are competitive and
and keeping net debt at prudent levels. This risk is further include performance related incentives for staff. We have an
mitigated by contracts which are not cyclical. The Group also Agile Working Policy which provides staff an opportunity for
maintains a regular dialogue with its bank to ensure that we a good work-life balance, and we are a proactively inclusive
have their backing. employer. Succession plans are regularly reviewed.
Loss of key customers Compliance risks

Loss of a key customer or large contract continues to be a Increased employment law and regulations specific to certain
risk. To minimise this risk, our strategy is to retain existing business sectors and for temporary workers necessitate pre-
customers and actively pursue new customers and longer- employment checks and ongoing management of compliance.
term contracts and to identify new market opportunities to To mitigate these risks, all staff receive relevant training on
spread the risk. We also take very seriously our commitment the operating standards and regulations applicable to their
to providing excellent service and building and maintaining role. Within each Group business independent teams check
customer relationships. compliance. Compliance processes are tailored to specialisms,
for example, ensuring the health and safety of temporary
Competition labour supplied into the rail industry and eligibility to work.
The recruitment market continues to be very competitive
placing pressure on margins. Our internal approval process Legislative risks
ensures that new and existing business is conducted only at Constantly changing employment and tax legislation around
appropriate and sustainable margins. The Group Board signs intermediary staff presents an area of uncertainty and
off terms for significant framework agreements and contracts. therefore risk. To mitigate these risks, in conjunction with our
Further, our engagement with customers is based upon the professional advisers, we monitor all changes in legislation
premise that we are specialists in our chosen markets and and keep our documentation and procedures under review
have in-depth knowledge of the areas that we focus on. and work closely with our clients to discuss the implications of
We differentiate ourselves from the competition and attract IR35 and guide them to compliant solutions whereby we can
customers through our service offering with solutions tailored still provide them with flexible resources. The Group also works
to specific client needs. closely with its financial and legal advisers, and accredited
recruitment bodies to ensure that the business is up to date on
Shortage of skilled candidates these issues.
An ongoing shortage of skilled candidates in both permanent
and temporary recruitment and thus increased competition
can lead to lower margins, and counter offers from existing
employers are commonplace. Our consultants are experts
in their area of recruitment, build strong relationships
with customers and candidates and actively manage the
recruitment and offer process throughout ensuring that client
and candidate needs are met.
Page | 8
Strategic report
Risk management
Reliance on technology Climate change

Failure of our IT systems continues to be a risk that would The Group recognises the importance of its environmental
cause significant disruption to the business. The Group’s responsibilities, monitors its impact on the environment and
technology systems are housed in various data centres and designs and implements policies to reduce any damage that
the Group has the capacity to cope with a data centre’s might be caused by the Group’s activities. Initiatives designed
loss through the operation of disaster recovery sites based to minimise the Group’s impact on the environment include
in separate locations to ongoing operations. The Group is the reducing our carbon emissions through fleet technology;
committed to having an IT infrastructure that is robust, future the use of electric vehicles where possible and a cycle to
proof, fit for purpose and cost effective and as such ensures it work scheme.
receives the appropriate strategic and technical advice to do
this.
S L Dye
Cyber security and general data protection
The Group holds certain data observing strict compliance S L Dye
obligations although a successful cyber-attack could interrupt Secretary
the business, threaten confidentiality and lead to loss of client
and candidate confidence. The Group continues to respond to 26 March 2023
this threat in several ways including system security measures
and reminding our staff to be vigilant. We have an ongoing
programme of cyber security awareness training whereby
staff complete a short video training session each month,
followed by the IT department sending out dummy malicious
emails to test how effective the training has been. The Group
has responsibilities to protect data under the General Data
Protection Regulation and continually works to ensure full
compliance. The Group has ISO27001 accreditation for both
the Ganymede and ATA processes.
Page | 9
Strategic report
Finance Director’s report

Financial highlights International

The Group overall delivered revenues of £71.9m (2021: Whilst revenue reduced significantly to £5.2m (2021: £9.6m)
£77.7m) and overall gross profit was £11.8m (2021: £11.8m). following the withdrawal of NATO from Afghanistan, gross
The loss from operations of £0.2m (2021: profit of £0.3m) profit reduced only slightly to £0.8m (2021: £0.9m) with gross
reflects a mixed year that saw good performance across all margin increasing to 15% (2021: 10%) as much of the revenue
areas of the Group other than rail which experienced a perfect relating to Afghanistan related to services (e.g., contractor
storm of increased costs to supply and lower than anticipated travel) that were provided at cost. The division has been
volumes (see more detail in the UK Recruitment section successful in securing work under new framework agreements
below). in addition to existing arrangements delivering profit from
operations of £0.5m (2021: £0.5m) on a par with 2021 despite
UK Recruitment the withdrawal from Afghanistan.
The division’s white collar recruitment divisions, serviced by
our ATA and Ganymede recruitment brands both performed Central Services
well throughout the year, despite the well-publicised Within Central Services, the Derby Conference Centre has
candidate shortages, with strong client demand across both seen good levels of activity relating to conferences, events
permanent and contract recruitment. In 2022 these divisions and bedroom sales for the majority of 2022 with a particularly
delivered a combined 25% growth in permanent fees and 38% strong finish on festive activities. Revenue generated by the
growth in contract GP compared to 2021. segment was £2.0m (2021: £1.3m) and gross profit increased
to £1.1m (2021: £0.7m).
Ganymede Energy continued its growth trajectory, supporting
the Government’s smart meter roll out programme, delivering Taxation
50% growth at GP level compared to 2021. Additionally, 2022 The tax credit for the year was £0.1m (2021: charge of £0.1m).
saw the development of training and assessment facilities at The variance between this and the expected charge if a 19%
the Ganymede Energy premises in Milton Keynes to support corporation tax rate was applied to the result for the year is
workforce upskilling. explained in note 9.
Ganymede Rail had a challenging year, severely impacted by Dividends

ongoing industrial action, escalating fuel prices and wage
No dividends were paid during the year (2021: Nil). No final
inflation fuelled by candidate shortages. Year on year volumes
dividend for the year ended 31 December 2022 has been
reduced by 35% in comparison to 2021 reflecting the changes
proposed (2021: Nil).
in geographical regions of supply to Network Rail under the
revised contract which commenced in Q4 of 2021, combined
with the lost revenue impact of the rail strikes between June Own shares held
and December. The cost of the Group’s own shares purchased through the
Employee Benefit Trust (EBT) is shown as a deduction from
Additionally, the company continued to grow its minor equity. No options were exercised during the year. The balance
projects capability; developed a signalling labour supply of £235,918 (2021: £235,918) in the own shares held reserve
business and delivered ongoing improvement in safety within equity reflects 337,027 (2021: 337,027) shares remaining
performance throughout the year. in the EBT that will be used to satisfy future exercises.
Overall, UK Recruitment delivered slightly reduced revenues Statement of financial position and cash
of £64.8m (2021: £66.8m) which were converted to profit from flows
operations of £1.5m (2021: £2.7m). The reduction in profit The Group’s net working capital reduced slightly to £4.6m
from operations reflecting strike action and the increased (2021: £5.0m). The ratio of current assets to current liabilities
cost of supply, particularly fuel prices in the Rail division was slightly reduced at 1.4 (2021: 1.5). The Group’s gearing
and increased administrative expenses largely due to higher ratio, which is calculated as total borrowings over net assets,
commissions on very strong performances in energy and increased to 0.5 (2021: 0.4).
recruitment.
Page | 10
Strategic report
Finance Director’s report

The Group generated £2.4m more cash in 2022 compared to Liquidity risk
2021. This improvement versus 2021 reflects increased activity The Group seeks to mitigate liquidity risk by effective cash
across the majority of the business. management. The Group’s policy, throughout the year, has
been to ensure the continuity of funding through a net
The Group has no term debt and is financed using its overdraft facility of £50,000 and an invoicing discounting
invoice discounting and overdraft facilities with HSBC. At 31 facility, providing up to £12m based on a percentage of good
December 2022 the Group’s had available funds to draw down book debts. The invoice discounting facility is the Group’s core
of £5.1m (2021: £4.3m) funding line and is classed as evergreen in that it has no fixed
expiry date (although it is reviewed annually).
Financing and going concern
The Group’s current bank facilities include a net overdraft The strategic report was approved by the Board on 26 March
facility across the Group of £50,000 and an invoice discounting 2023 and signed on its behalf by:
facility with HSBC providing of up to £12.0m, based on a
percentage of good book debts, at a margin of 1.6% above
base. The Board closely monitors the level of facility utilisation
and availability to ensure there is enough headroom to
S L Dye
manage current operations and support the growth of S L Dye
the business. Group Finance Director
Given the uncertainty and mixed opinion about short and 26 March 2023
medium-term prospects for the UK economy influenced
by the cost-of-living crisis, widespread strike action, the
looming threat of a recession and other geo-political events,
in addition to the established budgeting and forecasting
processes, which considers a range of plausible events and
circumstances, a reverse stress test has been undertaken. This
shows that, assuming a continuation of the current facilities,
the Group has access to sufficient cash and facilities to
withstand a 20% reduction against the 2022 revenues without
any significant restructuring or other cost reduction measures.
In assessing the risks related to the continued availability of

the current facilities, the Board have taken into consideration
the existing relationship with HSBC and the strength of the
security provided, also taking into account the quality of the
Group’s customer base. Based on their enquiries, the Board
have concluded that sufficient facilities will continue to remain
available to the Group and therefore the going concern
basis of preparation remains appropriate and no material
uncertainty exists.
Page | 11
Governance
Section 172 statement

The directors set out their statement of compliance with s172 (1) of the Companies Act 2006 which should be read in
conjunction with the rest of the annual report. The directors preside over the Group for the benefit of all stakeholders. Decisions
taken by the Board are always cognisant of the impact on each stakeholder group. Fundamentally the goal is the long-term
sustainable growth of the business which will see returns to shareholders increasing, enable employees to realise their ambitions
and support customers in achieving their goals.
Key decisions
Board and committee activities are organised throughout the year to address the matters reserved for the Board. An overview
of the Board’s principal decisions during the year, including how the Board has considered the factors set out in Section 172 of
the Companies Act 2006 (“the Act”), is set out below. Key operational decisions are explained in Chief Executive’s operational and
strategic review.
Decision Actions Stakeholder Groups considered

Setting the annual Reviewed and approved Group budgets for In reviewing the budget and its sensitivities, the Board
Group budget and 2023 and high-level profit and cash forecasts considered the impact on all stakeholders.
sensitivity modelling for the next 15 months, all of which were
for going concern updated for the impact of strike action and Setting the budget identified key areas of focus for
and impairment other potential events and circumstances. the Group, providing development opportunities for
considerations employees.
Approval of the going concern assumption
and that no impairment of Group assets was In setting the budget the Board also considered
required. customers and identified opportunities to develop
customer relationships and improve service delivery
and efficiency.
Consideration was given to suppliers around

payments ensuring that there was clarity around
when payments would be made to allow suppliers to
effectively manage working capital.
Reviewing minor Reviewed minor (fixed price) project works In reviewing minor (fixed price) project works the
(fixed price) project activity management and processes, Board has considered the impact on all stakeholders.
work in addition profitability, ability to scale and volume
to existing work opportunities. The development and progression opportunities for
revenue types to employees.
determine ability and
suitability to scale The Board considered customers and identified
this type of income opportunities to develop customer relationships and
stream improve service delivery and efficiency.
Consideration was given to customer and supplier

payment terms ensuring that there was clarity around
when payments would be made to allow the Group
and suppliers to effectively manage working capital.
Page | 12
Governance
Section 172 statement

Stakeholders and stakeholder Impact on the community and the

communication environment
The directors consider the key stakeholders of the Group The directors take very seriously their corporate social
fall into two categories: its employees and its shareholders, responsibility. The Group has a corporate social responsibility
customers, suppliers, and other business-related parties. strategy. The key strands of the strategy are set out in the
Director’s report.
Employees as stakeholders
The directors are committed to providing a working Maintaining a reputation for high standards
environment that promotes employee wellbeing whilst of business conduct
facilitating their performance. The ways in which the directors The directors ensure that recruitment industry standards of
communicate with and support employees are set out in the best practice are maintained through membership of the
Directors’ report under the headings Equality, Diversity and relevant professional bodies, for example the Recruitment and
Inclusion, Employee Engagement and Involvement. Employment Confederation. Internally the Group has ethical
standards and code of conduct policies which all staff sign
Shareholders as stakeholders up to.
The directors provide information for the shareholders
through the annual report, the interim report and
public announcements made through RNS https://www. W J C Douie
londonstockexchange.com/stock/RTC/rtc-group-plc/company-
page. Shareholders are invited to contact the Chairman at any W J C Douie
time and the directors make themselves available for face-to- Chairman
face discussion with shareholders at the AGM.
26 March 2023
Customers and other stakeholders
The directors ensure that stakeholder management plans
are in place for key customers and that appropriate levels
of management time is afforded to meet with customers
and understand their needs. Directors provide mentoring to
management and the Group invests in personal development
for its managers to enable them to fulfil their roles in shaping
the business, for example, all senior managers have attended
mini-MBA courses.
Page | 13
Governance
Directors’ report
The directors submit their report and the audited financial The share interests of the directors who served during the year
statements of the Group and of the Company for the year and up to the date of approval of this report, in the ordinary
ended 31 December 2022. shares of the Company at the start and end of the year, were
as follows:
Principal activity
The Group’s principal activity is the provision of recruitment 2022 2022
services. The Company’s principal activity is that of a holding
W J C Douie 2,409,113 2,409,113
company.
A M Pendlebury 696,871 696,871
Results and review of the business S L Dye 43,000 43,000
Group revenue for the year was £71.9m (2021: £77.7m). The
Group recorded a loss from operations for the year of £0.2m Directors’ interests in share options are set out in note 7.
(2021: profit of £0.3m).
S L Dye retires by rotation and offers herself for re-election.
A review of the Group’s business and developments during
the year and its strategic aims are set out in the overview and The market price of the Company’s shares on 31 December
strategic report sections of this report. 2022 was 17.0p (2021: 42.5p) and the highest and the lowest
share prices during the year were 42.5p (2021: 65.0p) and
No dividends were paid during the year (2021: Nil). No final 17.0p (2021: 35.5p) respectively.
dividend for the year ended 31 December 2022 has been
proposed (2021: Nil). Employees’ shareholdings
The directors consider that it is in the interest of the Group
Share capital and its shareholders that employees should have the
Details of share capital are shown in note 19. opportunity to acquire shares in the Company thus benefiting
from the Group’s future progress. To achieve this objective,
Directors under its EMI scheme, the Group has previously granted
The directors who served during the year and up to the date options over its shares to some employees.
of approval of this report were as follows:
Equality diversity and inclusion (EDI)
W J C Douie We embrace equality, diversity and inclusion which helps to
A M Pendlebury ensure we provide a supportive, open, and honest workplace
where EDI is valued, encouraged, and promoted. Our Group
S L Dye wide EDI Steering Group meets on a quarterly basis to identify
actions to improve EDI, promote its benefits, raise awareness
Significant shareholders of different cultures and backgrounds, and highlight the
Interests exceeding 3% of the issued ordinary share capital of importance of inclusivity. We continue to undertake workforce
the Company notified at 1 March 2023 were as follows: EDI surveys to understand the make-up of our workforce,
identify underrepresented groups, plan improvement actions,
Number % Issued and monitor the success of those actions.
of shares share capital
W J C Douie 2,409,113 16.45% Employment of disabled persons
We recruit and promote staff based on aptitude and ability
Chelverton Asset Management 1,465,000 10.00% without discrimination and provide support through
G A Mason 1,178,735 8.05% reasonable adjustments and training to ensure that an
A Chapman 1,012,380 6.91% employee’s career is not negatively impacted by their disability
or perceptions of it. Where an employee becomes disabled
A M Pendlebury 696,871 4.76% whilst employed by the Group, we provide support relevant to
V V Shah 700,000 4.78% their needs, this could include retraining, reviewing working
hours, adjustments to the office environment and/or providing
G J Chivers 525,809 3.59%
additional support.
J Kent 454,500 3.10%
Page | 14
Governance
Directors’ report
Employee engagement and involvement Anti-bribery and corruption

Employee engagement and involvement continues to be a The Group takes seriously its responsibility to prevent
key element in the success of the Group, and we have various corruption and bribery and as such we have an anti-bribery
initiatives in place to improve this. In 2022 we undertook a and corruption policy that all employees are briefed on
health and wellbeing survey which saw nearly three quarters at induction. Employees are required to acknowledge
of respondents confirming that they felt the company looked understanding and that they will conduct themselves in
after their health and wellbeing and over 80% stating that we accordance with this policy. In addition, employees undertake
promoted a supportive culture. Notwithstanding these results, regular training on anti-bribery and corruption to ensure they
the Health and Wellbeing Steering Group are putting initiatives understand what it is and the signs to look out for.
in place where employee feedback indicates improvements
can be made, for example, the introduction of a Health and Corporate social responsibility
Wellbeing Hub on the HR system where employees can go 24 The Group continues to work on its Corporate Social
hours a day, 7 days a week to obtain support on a variety of Responsibility strategy to achieve its aim of being a socially
topics, including mental health, stress, mindfulness etc. The responsible business. To help create opportunities which
hub also has details of our Mental Health First Aiders and benefit the communities within which we work we concentrate
Employee Assistance Programme which provides professional our attention on activities where we can use our expertise
support and counselling. We intend to repeat the health and or make the greatest impact. We do this in numerous ways
wellbeing survey in 2023 to understand the impact that the including:
initiatives are having on health and wellbeing and to identify
additional activities which will help further support our • STEM Ambassadors going into schools and colleges to
employees. promote different professions, help with CV’s and interview
techniques and promote engineering and the Rail industry
in general;
In 2022 we introduced Mental Health First Aider Support
• Providing apprenticeships as a route into industry;
Network meetings to ensure that our Mental Health First
• Continuing to support the Samaritans as one of our charities
Aiders feel supported and have a safe place to discuss the
of choice;
challenges they have faced, all discussions being undertaken
• Raising money for national and local charities, through
in a confidential manner. The meetings allow time for general
our closed call initiative and organised events such as the
discussion along with training on agreed topics, from this
Railway Children Sleepout, Samarathon, Macmillan Coffee
awareness emails are produced and cascaded to Group
Mornings, Mee and Dee charity events, other charity football
employees.
matches and Rainbows Hospice for Children and Young
People;
We continue to utilise the HR system to communicate with
• Supporting our employees to enable them to help in their
our employees and this also provides a central location to
local community by providing paid leave through our
access personal information along with Group policies and
Supported Volunteering Leave policy;
procedures via a workspace. These workspaces also allow
• Utilising Lightfoot telemetry in our fleet vehicles to monitor
employees to communicate electronically with their teams. The
driving behaviour and fuel usage and cut CO2 emissions per
use of workspaces is something we will seek to develop further
vehicle;
in 2023.
• Where possible ordering electric vehicles in our commercial
fleet as opposed to internal combustion engine vehicles;
In addition, we continue to distribute regular newsletters
• Continuing to support our Equality, Diversity and Inclusion,
which include company news and updates and messages from
Modern Slavery and Health and Wellbeing Steering
senior management.
Groups and champions to ensure we make continuous
improvements in these areas and raise employee awareness
Modern slavery of these important issues through monthly email campaigns;
As a responsible employer we understand that combating the • Undertaking EDI surveys to help monitor the success of our
risk of modern slavery in our businesses and our supply chains EDI actions;
requires ongoing efforts and as such we regularly review our • Continuing with successful initiatives such as Agile Working
processes and procedures and introduce new ways of working in roles within the Group which allow for flexibility; and
that respect human rights and help prevent slavery and human • Recycling of PPE/workwear in our Rail offices.
trafficking occurring in any of our corporate activities. Our
We seek to add social value wherever possible and will
Modern Slavery Steering Group and champions meet quarterly
continue to work towards our commitment of being “Socially
to identify ways of improving our approach and raising
Responsible”, as such we will build-on and further develop
awareness. The Group’s current Modern Slavery Act Statement
the great work already in place and introduce new social
can be found on our website www.rtcgroupplc.co.uk.
value activities in 2023 and beyond to ensure we continue to
improve.
Page | 15
Governance
Directors’ report
Carbon emissions As well as the continued utilisation of Lightfoot telemetry in

Most of the Group’s carbon emissions are generated through our commercial vehicles and a transition of all company cars
the combustion of fuel used by the fleet of vans utilised in to electric, there has been a great focus on improving vehicle
providing contingent labour to the rail industry. utilisation and allocating local labour. This, together with a
reduction in revenue, for example, has allowed us to greatly
The Group is cognisant of its responsibility to reduce its reduce our like for like carbon emissions in 2022. Although the
carbon emissions and is working to do this through fleet absolute reduction in emissions figures has been influenced
technology that provides in-cab driver feedback to influence by a reduction in revenue in our rail division reflecting the
behaviours and improve fuel consumption, reduce harmful changes in geographical regions of supply to Network Rail
emissions, wear, and tear, and promote safer driving; the use under the revised contract which commenced in Q4 of 2021,
of electric vehicles where possible and a cycle to work scheme. combined with the lost revenue impact of the rail strikes
between June and December.
The Group’s carbon emissions and energy usage were as follows:
2022 2021 2022 2021

t C02 t C02 MWh MWh
Direct emissions
Combustion of gas and use of fuel for transport Scope 1 1,742 2,622 7,340 11,317
Indirect emissions for own use
Purchase of electricity Scope 2 0.1 0.1 547 443
An intensity ratio relating to the combustion of gas and use of fuel for transport has not been included as the vans are only used
for certain contracts and do not contribute to total revenues for the UK division.
Directors’ indemnities In assessing the risks related to the continued availability of

The Company has qualifying third party indemnity provisions the current facilities, the Board have taken into consideration
for the benefit of its directors which remains in force at the the existing relationship with HSBC, the strength of the
date of this report. security provided and the quality of the Group’s customer
base. Based on their enquiries, the Board have concluded that
sufficient facilities will continue to remain available to the
Post reporting date events Group and that no material uncertainty exists.
There have been no significant events to report since the
reporting date. The directors are satisfied that, taking account of the Group’s
net assets of £6,195,000 (2021: £6,546,000), its invoice finance
Going concern facility, which is its core funding line and which is classed as
The Group has made a pre-tax loss of £455,000 (2021: profit of evergreen in that it has no fixed expiry date (although it is
£114,000) from continuing operations and the directors have reviewed annually), and the Group’s trading and cash forecasts
taken this into account when assessing the going concern for a period of 15 months from the date of approval of the
basis of preparation. financial statements, that it remains appropriate to prepare
these financial statements on a going concern basis.
To assess the continued applicability of the going concern
basis of preparation, the directors have prepared trading and Provision of information to auditor
cash flow forecasts for the Group for a period of 15 months Each of the persons who are a director at the date when this
from the date of approval of the financial statements. report was approved has confirmed:
• so far as the director is aware, there is no relevant audit
Given the uncertainty and mixed opinion about short and
information of which the Company’s auditor is unaware,
medium-term prospects for the UK economy influenced
and;
by the cost-of-living crisis, widespread strike action, the
• that they have taken all the steps they ought to have
looming threat of a recession and other geo-political events,
taken to make themselves aware of any relevant audit
in addition to the established budgeting and forecasting
information and to establish that the auditor is aware of that
processes, which considers a range of plausible events and
information.
circumstances, a reverse stress test has been undertaken. This
shows that, assuming a continuation of the current facilities,
the Group has access to sufficient cash and facilities to
withstand a 20% reduction against the 2022 revenues without
any significant restructuring or other cost reduction measures.
Page | 16
Governance
Directors’ report
Financial risk management objectives and In preparing these financial statements, the directors are
policies required to:
Treasury activities take place under procedures and policies • select suitable accounting policies and then apply them
approved and monitored by the Board. They are designed consistently;
to minimise the financial risks faced by the Group which • make judgements and accounting estimates that are
arise primarily from interest rate and liquidity risk. The reasonable and prudent;
Group’s policy throughout the period has been to ensure the • state whether the Group accounts have been prepared
continuity of funding by use of an overdraft and an invoice in accordance with UK adopted international accounting
discounting facility. standards, and the Parent Company accounts have been
prepared under UK GAAP, subject to any material departures
The Group does not actively use financial instruments as part disclosed and explained in the financial statements; and
of its financial risk management. It is exposed to the usual • prepare the financial statements on the going concern basis
credit risk and cash flow risk associated with selling on credit unless it is inappropriate to presume that the Group and the
and manages this through credit control procedures. The Company will continue in business.
Group’s approach to financial risks is set out in note 21. The directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
Directors’ responsibilities transactions and disclose with reasonable accuracy at any
The directors are responsible for preparing the annual report time the financial position of the Group and the Company and
and financial statements in accordance with applicable law enable them to ensure that the financial statements comply
and regulations. Company law requires the directors to with the requirements of the Companies Act 2006. They are
prepare financial statements for each financial year. Under that also responsible for safeguarding the assets of the Group and
law the directors have elected to prepare the Group financial the Company and hence for taking reasonable steps for the
statements in accordance with UK adopted international prevention and detection of fraud and other irregularities.
accounting standards, and the Company financial statements
in accordance with United Kingdom Generally Accepted Website publication
Accounting Practice (United Kingdom Accounting Standards The directors are responsible for ensuring the annual report
and applicable law). Under company law the directors must and the financial statements are made available on a website.
not approve the financial statements unless they are satisfied Financial statements are published on the Company’s
that they give a true and fair view of the state of affairs of the website in accordance with legislation in the United Kingdom
Group and the Company and of the profit or loss of the Group governing the preparation and dissemination of financial
for that period. The directors are also required to prepare statements, which may vary from legislation in other
the financial statements in accordance with the rules of the jurisdictions. The maintenance and integrity of the Company’s
London Stock Exchange for companies trading securities on website is the responsibility of the directors. The directors’
the Alternative Investment Market (AIM). responsibility also extends to the ongoing integrity of the
financial statements contained therein.
By order of the Board
S L Dye
S L Dye
Secretary
26 March 2023
Page | 17
Governance
Corporate governance statement

Statement by the Chairman on corporate Charterhouse Japhet, he left to buy out, and become Chairman
governance of, the Group’s Instalment Credit subsidiary, Broadcastle
Plc, and to become Chairman of British Benzol Limited, a
As a Company listed on the AIM market of the London Stock
fully listed Company in the solid fuel industry. Following the
Exchange, RTC Group Plc has chosen to comply with the
acquisition by Broadcastle of Harton Securities Limited (a bank
Quoted Companies Alliance Corporate Governance Code “the
authorised by the Bank of England), he oversaw the merger of
Code”. This report describes how the Group has complied
Broadcastle Plc and ATA Selection Plc, a USM listed recruitment
with the Code and explains any departures from the principles
Company, before becoming Chairman of the Group in 1990.
within the Code.
He joined with Clive Chapman in 1992 to purchase the ailing
ATA Selection business and remains Executive Chairman.
The strategy and business model of the Group are set out
in the Strategic Report. A description of the Board and its
committees, together with the Group’s systems of internal
A M Pendlebury, Chief Executive
financial control is set out below. Andy held several senior management positions during his
long career with British Aerospace Plc. In 1992 he joined the
board of Wynnwith Engineering and was appointed Managing
The Board Director in 1995 establishing the business as one of the United
The Board comprises a Chairman, the Chief Executive, the Kingdom’s fastest growing recruitment businesses. In 2002
Group Finance Director and one independent non-executive Andy joined GKN Plc as interim Managing Director of the
Director. At the time of writing the Board is in the process of Company’s in-house recruitment business Engage and guided
recruiting a new independent non-executive director. Further, it through the board’s divestment strategy. From 2004 to
it is intended that the Board will evolve as the Group grows to 2007, as Chief Executive, he engineered a trading turnaround
include at least two independent non-executive directors. and subsequent sale to the Morson Group of White & Nunn
Holdings. He joined the Board of RTC Group Plc as a Non-
The Board met 10 times in 2022 and each existing Board Executive in July 2007, becoming Group Chief Executive in
member attended the following number of Board meetings: October 2007.
W J C Douie [10], A M Pendlebury [9] and S L Dye [10].
The Executive Chairman spends an average of 7 days per
S L Dye, Group Finance Director
month occupied with Company matters and is available as
Sarah is a Chartered Accountant who has worked in both
required. The Chief Executive and the Group Finance Director
the public and private sectors in the UK and overseas. Sarah
are engaged full-time, and any independent non-executive
qualified with BDO LLP before moving to The Post Office
Director is required to spend two days per month considering
Plc and then The Boots Company Plc gaining experience in
Company matters and attending the monthly Board meeting.
risk management, internal audit, and commercial finance. In
1998, Sarah joined Allied Domecq Plc as Finance and Planning
The Group believes that in the Board it has at its disposal,
Manager for Europe. In 2004 Sarah joined Nottingham Trent
there is an appropriate range of skills and experience to
University where she held several senior finance positions.
ensure the interests of all stakeholders in the Group are
Sarah spent 5 years in New Zealand with the Office of the
fully accommodated, as demonstrated by the following
Auditor-General, working with central and local government
biographies. The Board keep their skill sets up to date through
entities and the tertiary sector. In 2011 Sarah joined Staffline
a combination of membership of professional bodies and the
Group Plc as Group Financial Controller. Sarah was appointed
associated continuing professional development that must be
Group Finance Director of RTC Group in February 2013.
undertaken to maintain that; executive development training
and extensive reading on economic and business matters. The
relevant experience of each Board member is detailed below: Independent Non-Executive Director
The Board is currently engaged in the search for a new
W J C Douie, Chairman independent non-executive director.
After two years in export sales, commencing in 1962, with
British Oxygen, Bill moved into banking with Midland Bank and Board matters
qualified as an associate of the Institute of Bankers. In 1969 The Board has a schedule of matters specifically reserved
he moved into Merchant Banking, joining Keyser Ullmann for its decision. It is responsible for formulating the Group’s
Limited and spent 11 years in investment management, corporate strategy, monitoring financial performance,
corporate finance and instalment credit joining the Bank Board acquisitions, approval of major capital expenditure, treasury,
in 1975. In 1981, following the merger of Keyser Ullmann and and risk management policies.
Page | 18
Governance
Corporate governance statement

Board papers are sent out to all directors in advance of Board Committees
each Board meeting including management accounts and The Board has established two specialist committees (the
accompanying reports from the executive directors. Annual remuneration committee and the audit committee (refer to the
budgets are approved by the Board. Operational control is separate audit committee report).
delegated by the Board to the executive directors.
The remuneration committee is responsible for determining
The Company Secretary acts as the conduit for all governance the contract terms, remuneration and other benefits for
related matters and shareholder enquiries and passes them to executive directors, including performance-related bonus
the Chairman to respond. schemes. Pending the appointment of an independent non-
executive director, the committee comprises W J C Douie and
Corporate culture A M Pendlebury. It is chaired by W J C Douie and meets as
The Board is responsible for ensuring that the corporate required. No meetings were held in 2022. No members of the
culture is consistent with the Company’s objectives, strategy remuneration committee are involved in determining their
and business model as set out in the strategic report. The own remuneration. There are plans to evolve the Company’s
Board achieves this by ensuring that appropriate policies governance structure so that the remuneration committee has
on behaviour and ethics are in place and signed up to by an independent chair.
all employees. Performance is appraised considering not
just the achievement of objectives, but the behaviours The whole Board considers matters of nomination and
demonstrated to do so. All managers and the Board lead by succession and thus there is no requirement for a nomination
example in their behaviour and ethical values demonstrated. committee currently.
The managing directors of each subsidiary present to the
Board at least annually on their subsidiary’s performance and Engagement with shareholders
cultural matters. Periodically employee satisfaction surveys are The Board values the views of its shareholders. The directors
undertaken to help inform management of the environment hold a material interest in the Group which aligns their
employees perceive they are working in. interests to shareholders. The split of shareholdings at the date
of this report was:
Board performance
The performance of the Board is measured by the earnings % Of total issued
per share. This measure is externally reported twice yearly Type of shareholder share capital
on the publication of the interim statement and the annual
report. The Executive Director’s performance is also measured Directors 21.21%
in relation to the achievement of specific operational and Employee Benefit Trust 2.30%
strategic objectives that support the key performance Institutional Investors 10.00%
indicators which are presented in the annual report and the
level of profit delivered. A significant proportion of Executive Brokers, individuals and other 66.49%
Director awards are in the form of profit related pay and
performance related options. The Annual General Meeting is used to communicate
with all investors, and they are encouraged to participate.
The directors are available to answer questions. Separate
Succession planning resolutions are proposed on each issue so that they can be
The Board believes it is healthy to periodically refresh Board given proper consideration and there is a formal resolution
membership and that responsibilities within the Board should to approve the Annual Report. Shareholders can also contact
change from time to time. The Board has a succession plan in the Company Secretary or the Chairman via the Company’s
place which include the identification, training and mentoring website. The Board takes full cognisance of the results of any
of existing Board members to take on new responsibilities and poll or feedback from shareholders and the Chairman will
for potential future Board members to step up. The Board also respond as appropriate whether by email of by offering a
seeks the input of the independent non-executive Director. chance to meet with the shareholder to explain the Board’s
position.
Company secretary
All directors have access to the advice of the Company
Secretary and the Independent Director and can take external
independent advice on certain matters, if necessary, at the
W J C Douie
Company’s expense. W J C Douie
Chairman
26 March 2023
Page | 19
Governance
Audit committee report

Audit committee responsibilities • Budgetary process

The audit committee’s primary responsibilities are to review Each year the Board approves the annual budget. Key risk
the financial statements and any changes in accounting areas are identified, performance is monitored, and relevant
policies; to have assurance that there are suitable internal action taken throughout the year through the monthly
controls and risk management systems in place; to reporting to the Board of variances from the budget and
consider the appointment of the external auditors and their preparation of updated forecasts for the year together with
independence; and to review the audit effectiveness. information on the key risk areas.
Audit committee membership • Authorisation procedures

The audit committee comprises W J C Douie and A M Capital and revenue expenditure is regulated by a budgetary
Pendlebury. It is chaired by W J C Douie and meets twice a process and authority limits for approval of expenditure are
year. Both committee members attended each meeting in in place. For expenditure beyond specified levels, detailed
2022. The audit committee meets as necessary to monitor the written proposals are submitted to and approved by the
Group’s internal control systems and major accounting and Board. Once authorised, such expenditure is reviewed and
audit related issues. There are plans to evolve the Company’s monitored by the Board.
governance structure so that the audit committee has an
independent chair. The Group does not have an internal audit function. The
audit committee is focused on key risk areas and may request
Risk and internal control reviews to be carried out either by external specialists who
Major risks to the business are explained within the strategic are independent of the Group’s management team, or it may
report along with steps taken to mitigate these risks. request that certain areas are reviewed by management.
The Group operates internal control systems which are External audit
designed to meet its needs and address the risks to which it is The audit committee has primary responsibility for the
exposed, by their nature such systems can provide reasonable relationship between the Group and its external auditor.
but not absolute assurance against material misstatement or During the year the audit committee resolved to appoint
loss. The Group’s internal control systems are not predicated Cooper Parry Group Limited as the Group’s statutory auditor.
on physical controls and as such they have not been impacted Representatives from Cooper Parry Group Limited are invited
by increased remote working since the pandemic. to attend audit committee meetings and the Chairman of the
committee is available to meet independently with the audit
The key procedures which the directors have established with partner as necessary. The independence of the auditor is
a view to providing effective internal financial control are as kept under review and is reported twice a year as part of the
follows: audit planning and audit findings reports presented to the
committee by the auditor.
• Management structure
The Board has overall responsibility for the Group and there To safeguard the objectivity and independence of the external
is a schedule of matters specifically reserved for decision by auditor, the audit committee monitors the external auditor’s
the Board. proposed scope of work and the value of fees paid. In the
year to 31 December 2022, audit fees for the Group totalled
• Quality and integrity of personnel £82,500 (2021: £74,928), with additional non-audit fees of
£11,820 (2021: £15,215). The audit committee confirm that
The integrity and competence of personnel is ensured they are satisfied that Cooper Parry are independent.
through high recruitment standards and subsequent
training. High quality personnel are an essential part of the This report was approved by the Audit Committee and the
control environment. Board on 26 March 2023 and signed on its behalf by:
• Identification of business risks

The Board is responsible for identifying the major W J C Douie
business risks faced by the Group and for determining the
appropriate courses of action to manage those risks. The W J C Douie
boards of our Group businesses also actively identify risks Chairman
and ensure mitigating controls are in place.
Page | 20
Governance
Remuneration report
Policy on executive directors’ remuneration Awards under the LTIP

The executive directors’ remuneration packages are designed In 2022, no awards under the LTIP were made to executive
to attract, motivate, and retain high quality executives capable directors (2021: No awards).
of achieving the Group’s objectives. The Group’s policy is
to provide remuneration packages for executive directors Vesting of awards is subject to the achievement of the
recognising market levels for comparable jobs in the sector. performance criteria in the LTIP. Awards will vest and may be
The remuneration committee considers the provisions set exercised on the third anniversary of the date of grant to the
out in the Quoted Companies Alliance Corporate Governance extent that the performance conditions detailed below
Code. are met:
Executive directors’ remuneration Annual growth in fully Proportion of award vesting

The remuneration package for executive directors comprises: diluted EPS above RPI
• basic salary; Less than 3% Nil
• other benefits; 3% 25%
• a performance related bonus; and Between 3% and 10% Between 25% and 100% on a
• share-based incentives. straight-line basis
The individual components of the remuneration package are 10% or more 100%
discussed below.
The achievement of the performance target and the timing
of the vesting of the award will be determined by the
Basic salary
remuneration committee. They may adjust performance
Salary and benefits are reviewed annually by the remuneration
targets where it is considered appropriate to do so. Further
committee. The Committee takes account of independent
details are set out in note 7.
research on comparable companies and general market
conditions.
Service contracts
All executive directors have service agreements with the
Other benefits
Company which are terminable upon 12 months’ notice in
Other benefits include a company car, private medical
writing by either party. Details of directors’ remuneration can
insurance, critical illness, and life cover.
be found in note 7.
Performance related bonuses Non-executive directors’ remuneration and

Bonuses are paid at the discretion of the remuneration
committee both as an incentive, and to reward performance
terms of service
during the financial year. Details are set out below and in Non-executive directors serve under the terms of a Letter
note 7. of Appointment “Letter”. The Letter sets out the time
commitment and duties expected of the individual. The
Group’s policy is to pay non-executive directors at a rate
Share based incentives which is competitive with similar companies and reflects their
Share options experience and time commitment. As non-executive directors
The Group has formulated a policy for the granting of share are not employees, they do not receive benefits or pension
options to executive directors and full-time employees under contributions and they are not entitled to participate in any
the Group’s EMI share scheme, details of which are set out of the Group’s short-term bonus or long-term incentive plans.
in note 7. The Group also has a share scheme for executive Non-executive director’s letters of appointment are terminable
directors, the details of which are set out below. on one month’s notice in writing from either party. Details of
non-executive directors’ remuneration can be found in note 7.
RTC Group long-term incentive plan (LTIP)
In May 2015, the Board approved the introduction of an LTIP This report was approved by the remuneration committee and
for executive directors. The remuneration committee has the Board on 26 March 2023 and signed on its behalf by:
responsibility for supervising the scheme and making awards
under its terms. The maximum value of shares that can be
awarded is 100% of basic salary. The current policy is to review W J C Douie
the annual results of the Group prior to agreeing if awards are
to be made. W J C Douie
Chairman
Page | 21
Financial report
Independent auditor’s report to the members

of RTC Group Plc
Opinion
We have audited the financial statements of RTC Group plc (the ‘parent company’) and its subsidiaries (the ‘group’) for the year
ended 31 December 2022 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company
Statements of Financial Position, the Consolidated and Company Statements of Changes in Equity, the Consolidated Statement of
Cash Flows and the related notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law
and UK adopted international accounting standards. The financial reporting framework that has been applied in the preparation
of the parent company financial statements is applicable law and United Kingdom Accounting Standards including Financial
Reporting Standard 101 ‘Reduced Disclosure Framework’ (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’s affairs as at
31 December 2022 and of the group’s loss for the year then ended;
• the group financial statements have been properly prepared in accordance with UK adopted international accounting
standards;
• the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted
Accounting Practice; and
• the financial statements 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 Auditor’s responsibilities for the audit of the financial
statements section of our report. We are independent of the group and parent 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 as applied
to listed entities, 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.
Our approach to the audit

We adopted a risk-based audit approach. We gained a detailed understanding of the group’s business, the environment it
operates in and the risks it faces.
The key elements of our audit approach were as follows:
In order to assess the risks identified, the engagement team performed an evaluation of identified components and to determine
the planned audit responses based on a measure of materiality, calculated by considering the significance of components as a
percentage of the group’s total revenue and profit before taxation and the group’s total assets.
From this, we determined the significance of each component to the group as a whole and devised our planned audit response.
In order to address the audit risks described in the Key audit matters section which were identified during our planning
process, we performed a full-scope audit of the financial statements of the parent company, RTC Group plc, and one of the
UK trading entities, Ganymede Solutions Limited. The operations that were subject to full-scope audit procedures made up
90% of consolidated revenues and £590,000 of consolidated loss after tax. Entities subject to review-scope audit procedures
made up 10% of the consolidated revenue and profits of £256,000 of the total consolidated loss after tax. We applied analytical
procedures to the Balance Sheets and Income Statements of the entities comprising the remaining operations of the group,
focusing on applicable risks identified as above, and their significance to the group’s balances.
Page | 22
Financial report

of RTC Group Plc
Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current year and include the most significant assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect on the overall audit strategy, the allocation of resources in
the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Risk Description Our response to the risk

Revenue recognition We have assessed accounting policies for consistency and
The group generates revenue from the provision of appropriateness with the financial reporting framework and
recruitment activities which consists of revenue from in particular that revenue was recognised when performance
temporary and permanent placements as described in note obligations were fulfilled.
3.1.
We have obtained an understanding of processes through
For temporary placements revenue is recognised over time which the businesses initiate, record, process and report
as the service is provided and judgement is required in revenue transactions.
estimating the time worked by contractors but not approved
by customers at the Statement of Financial Position date. This We performed walkthroughs of the processes as set out by
also involves judgements in estimating the costs accruing for management, to ensure controls appropriate to the size and
these contractors which then determines the corresponding nature of operations are designed and implemented correctly
revenue which should be recognised. throughout the transaction cycle.
In view of the judgements involved, we consider this to be an For a sample of revenue recognised in the financial year, we
area giving rise to a significant risk of material misstatement inspected a sample of timesheets, customer approvals, and
in the financial statements. contractor costs, confirming the costs and associated revenue
have been recognised in the correct accounting period. Each
timesheet selected for testing was agreed to supporting sales
and purchase invoices.
We tested a sample of timesheets received post year end and

agreed these to supporting sales and purchase invoices to
ensure revenue and costs have been recognised in the correct
accounting year.
We obtained a complete listing of journals posted to revenue

nominal codes and reviewed the listing for any unexpected
entries. These were then tested to supporting evidence.
Our procedures did not identify any material misstatements in

the revenue recognised during the year.
Valuation of assets We challenged the assumptions and judgments used in the
The Group has a significant value of assets including the impairment model, which included:
carrying value of intangibles assets, goodwill and the Derby • We considered historical trading performance by comparing
Conference Centre property. The Group’s assessment of recent growth rates of both revenue and operating profit.
carrying value requires significant judgement, in particular • We assessed the appropriateness of the assumptions
regarding cash flows, growth rates, discount rates and concerning growth rates and inputs to the discount rates
sensitivity assumptions. against latest market expectations.
• We performed sensitivity analysis to determine whether an
impairment would be required if costs increase at a higher
than forecast rate.
We have not identified any matters which indicate that
the assumptions and estimates made by management are
unreasonable.
Page | 23
Financial report

of RTC Group Plc
Our application of materiality Other information

We apply the concept of materiality in planning and The other information comprises the information included
performing our audit, in determining the nature, timing and in the annual report, other than the financial statements and
extent of our audit procedures, in evaluating the effect of any our auditor’s report thereon. The directors are responsible
identified misstatements, and in forming our audit opinion. for the other information included in the annual report.
Our opinion on the financial statements does not cover
The materiality for the group financial statements as a whole the other information and, except to the extent otherwise
was set at £700,000. This has been determined with reference explicitly stated in our report, we do not express any form of
to the benchmark of the group’s revenue which we consider assurance conclusion thereon. Our responsibility is to read
to be an appropriate measure for a group of companies the other information and, in doing so, consider whether
such as these. Materiality represents 1% of group revenue. the other information is materially inconsistent with the
Performance materiality has been set at 75% of group financial statements or our knowledge obtained in the
materiality. audit, or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
The materiality for the parent company financial statements misstatements, we are required to determine whether there
as a whole was set at £290,000 and performance materiality is a material misstatement in the financial statements or a
represents 75% of materiality. This has been determined material misstatement of the other information. If, based
with reference to the parent company’s net assets, which we on the work we have performed, we conclude that there is
consider to be an appropriate measure for a holding company a material misstatement of this other information, we are
with investments in trading subsidiaries. Materiality represents required to report that fact.
5% of net assets as presented on the face of the parent
company’s Statement of Financial Position. We have nothing to report in this regard.
Conclusions relating to going concern Opinions on other matters prescribed by

In auditing the financial statements, we have concluded that the Companies Act 2006
the directors’ use of the going concern basis of accounting in In our opinion, based on the work undertaken in the course of
the preparation of the financial statements is appropriate. the audit:
• the information given in the strategic report and the
Our evaluation of the directors’ assessment of the entity’s directors’ report for the financial year for which the financial
ability to continue to adopt the going concern basis of statements are prepared is consistent with the financial
accounting included: statements; and
• Reviewing management’s cash flow forecasts for a period • the strategic report and the directors’ report have been
of at least 12 months from the date of approval of these prepared in accordance with applicable legal requirements.
financial statements;
• Challenging management on key assumptions included in Matters on which we are required to report
their forecast scenarios;
• Considering the potential impact of various scenarios on the
by exception
forecasts; In the light of the knowledge and understanding of the group
• Reviewing results post year end to the date of approval and the parent company and their environment obtained
of these financial statements and assessing them against in the course of the audit, we have not identified material
original budgets; and misstatements in the strategic report or the directors’ report.
• Reviewing management’s disclosures in the financial
statements. We have nothing to report in respect of the following matters
in relation to which the Companies Act 2006 requires us to
Based on the work we have performed, we have not identified report to you if, in our opinion:
any material uncertainties relating to events or conditions that,
• adequate accounting records have not been kept, or
individually or collectively, may cast significant doubt on the
returns adequate for our audit have not been received from
group’s ability to continue as a going concern for a period of
branches not visited by us; or
at least twelve months from when the financial statements are
• the parent company financial statements are not in
authorised for issue.
agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by
Our responsibilities and the responsibilities of the directors
law are not made; or
with respect to going concern are described in the relevant
• we have not received all the information and explanations
sections of this report.
we require for our audit.
Page | 24
Financial report

of RTC Group Plc
Responsibilities of directors • designing our audit procedures to respond to our risk

As explained more fully in the directors’ responsibilities assessment; and
statement set out on page 17, the directors are responsible • performing audit testing over the risk of management
for the preparation of the financial statements and for being override of controls, including testing of journal entries
satisfied that they give a true and fair view, and for such and other adjustments for appropriateness, evaluating
internal control as the directors determine is necessary the business rationale of significant transactions outside
to enable the preparation of financial statements that are the normal course of business, and reviewing accounting
free from material misstatement, whether due to fraud or estimates for bias;
error. In preparing the financial statements, the directors
are responsible for assessing the group’s and the parent Whilst considering how our audit work addressed the
company’s ability to continue as a going concern, disclosing, detection of irregularities, we also consider the likelihood of
as applicable, matters related to going concern and using the detection based on our approach. Irregularities arising from
going concern basis of accounting unless the directors either fraud are inherently more difficult to detect than those arising
intend to liquidate the group or the parent company or to from error.
cease operations, or have no realistic alternative but to do so.
Because of the inherent limitations of an audit, there is a risk
that we will not detect all irregularities, including those leading
Auditor’s responsibilities for the audit of to a material misstatement in the financial statements or non-
the financial statements compliance with regulation. This risk increases the more that
Our objectives are to obtain reasonable assurance about compliance with law or regulation is removed from the events
whether the financial statements as a whole are free from and transactions reflected in the financial statements, as we
material misstatement, whether due to fraud or error, and will be less likely to become aware of non-compliance. The risk
to issue an auditor’s report that includes our opinion. is also greater regarding irregularities occurring due to fraud
Reasonable assurance is a high level of assurance but is not rather than error, as fraud involves intentional concealment,
a guarantee that an audit conducted in accordance with forgery, collusion, omission, or misrepresentation. We are
ISAs (UK) will always detect a material misstatement when it not responsible for preventing non-compliance and cannot
exists. Misstatements can arise from fraud or error and are be expected to detect non-compliance with all laws and
considered material if, individually or in the aggregate, they regulations.
could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial A further description of our responsibilities for the audit of
statements. the financial statements is located on the Financial Reporting
Council’s website at: www.frc.org.uk/auditorsresponsibilities.
Irregularities, including fraud, are instances of non-compliance This description forms part of our auditor’s report.
with laws and regulations. We design procedures in line
with our responsibilities, outlined above, to detect material
Use of our report
misstatements in respect of irregularities, including fraud.
This report is made solely to the parent company’s members,
The extent to which our procedures are capable of detecting
as a body, in accordance with Chapter 3 of Part 16 of the
irregularities, including fraud, is detailed below:
Companies Act 2006. Our audit work has been undertaken so
that we might state to the parent company’s members those
Our assessment focused on key laws and regulations the
matters we are required to state to them in an auditor’s report
company has to comply with and areas of the financial
and for no other purpose. To the fullest extent permitted by
statements we assessed as being more susceptible to
law, we do not accept or assume responsibility to anyone
misstatement. These key laws and regulations included but
other than the parent company and the parent company’s
were not limited to compliance with the Companies Act
members as a body, for our audit work, for this report, or for
2006, UK adopted international accounting standards, United
the opinions we have formed.
Kingdom Generally Accepted Accounting Practice (UK GAAP)
and relevant tax legislation.
We are not responsible for preventing irregularities. Our

Cooper Parry Group Limited
approach to detecting irregularities included, but was not
Melanie Hopwell (Senior Statutory Auditor)
limited to, the following:
For and on behalf of Cooper Parry Group Limited
• obtaining an understanding of the legal and regulatory Chartered Accountants and Statutory Auditor
framework applicable to the entity and how the entity is
complying with that framework; 26 March 2023
• obtaining an understanding of the entity’s policies and
procedures and how the entity has complied with these,
through discussions and sample testing of controls;
• obtaining an understanding of the entity’s risk assessment
process, including the risk of fraud;
Page | 25
Financial report
Consolidated statement of comprehensive income

2022 2021
Notes £’000 £’000
Revenue 3.1, 4, 5 71,907 77,715
Cost of sales (60,132) (65,928)
Gross profit 11,775 11,787
Other operating income 3.1a, 4 6 351
Administrative expenses (12,024) (11,864)
(Loss)/profit from operations 6 (243) 274
Finance expense 8 (212) (160)
(Loss)/profit before tax (455) 114
Tax expense 9 104 (109)
Total (loss)/profit and other comprehensive (expense)/income for the year
attributable to owners of the Parent (351) 5
Earnings per ordinary share

Basic 10 (2.45p) 0.04p
Fully diluted 10 (2.45p) 0.03p
The following notes 1 to 25 form an integral part of these financial statements.
Page | 26
Financial report
Consolidated statement of changes in equity

Own Capital Share based

Share Share shares redemption payment Retained Total
capital premium held reserve reserve earnings equity
£’000 £’000 £’000 £’000 £’000 £’000 £’000
Balance at 1 January 2022 146 120 (236) 50 146 6,320 6,546
Total comprehensive
expense for the year – – – – – (351) (351)
Transactions with owners:
Share options cancelled – – – – (24) 24 –
Total transactions with
owners – – – – (24) 24 –
At 31 December 2022 146 120 (236) 50 122 5,993 6,195
The consolidated statement of changes in equity for the prior year was as follows:

£’000 £’000 £’000 £’000 £’000 £’000 £’000
Balance at 1 January 2021 146 120 (236) 50 718 6,278 7,076
Total comprehensive
income for the year – – – – – 5 5
Share options cancelled – – – – (782) 37 (745)
Share based payment
charge – – – – 210 – 210
owners – – – – (572) 37 (535)
At 31 December 2021 146 120 (236) 50 146 6,320 6,546
Share capital is the nominal value of share capital subscribed for.
Share premium account represents the amount subscribed for share capital over and above the nominal value of the shares.
Capital redemption reserve is an amount of money that a company in the UK must keep when it buys back shares, and which it
cannot pay to shareholders as dividends.
Own shares held are the cost of company’s own shares held through the Employee Benefit Trust and shown as a deduction from
equity.
Share based payment reserve is the cumulative share option charge under IFRS 2 less the value of any share options that have
been exercised or have lapsed.
Retained earnings are all net gains and losses and transactions with owners (e.g., dividends) not recognised elsewhere.
Page | 27
Financial report
Consolidated statement of financial position

As at 31 December 2022
2022 2021
Note £’000 £’000
Assets
Non-current
Goodwill 11 132 132
Other intangible assets 12 28 74
Property, plant, and equipment 13 1,544 1,554
Right-of-use assets 22 2,491 2,779
Deferred tax asset 14 210 40
4,405 4,579
Current
Inventories 15 15 21
Trade and other receivables 16 15,388 13,481
Cash and cash equivalents 20 467 946
15,870 14,448
Total assets 20,275 19,027
Liabilities
Current
Trade and other payables 17 (7,875) (6,430)
Lease liabilities 22 (303) (294)
Current borrowings 17 (3,132) (2,828)
(11,310) (9,552)
Non-current liabilities
Lease liabilities 22 (2,576) (2,801)
Deferred tax liabilities 18 (194) (128)
Total liabilities (14,080) (12,481)
Net assets 6,195 6,546
Equity
Share capital 19 146 146
Share premium 120 120
Own shares held (236) (236)
Capital redemption reserve 50 50
Share based payment reserve 122 146
Retained earnings 5,993 6,320
Total equity 6,195 6,546
The financial statements were approved and authorised for issue by the Board and were signed on its behalf on 26 March 2023 by:
A M Pendlebury S L Dye
Director Director
Page | 28
Financial report
Consolidated statement of cash flows

2022 2021
Note £’000 £’000
Cash flows from operating activities
(Loss)/profit before tax (455) 114
Adjustments for:
Depreciation, loss on disposal and amortisation 857 816
Finance expense 8 212 160
Employee equity settled share options charge – 210
Change in inventories 6 (14)
Change in trade and other receivables (1,907) (77)
Change in trade and other payables 1,445 (3,271)
Cash inflow/(outflow) from operations 158 (2,062)
Income tax paid – (217)
Interest paid (212) (160)
Net cash outflow from operating activities (54) (2,439)
Cash flows from investing activities
Purchase of property, plant and equipment and intangibles (417) (279)
Net cash outflow from investing activities (417) (279)
Cash flows from financing activities
Movement on invoice discounting facility 872 2,231
Movement on perpetual bank overdrafts (568) (370)
Amounts paid to cancel share options – (745)
Payment of lease liabilities (312) (279)
Net cash (outflow)/inflow from financing activities (8) 837
Net decrease in cash and cash equivalents 20 (479) (1,881)
Cash and cash equivalents at beginning of year 946 2,827

Cash and cash equivalents at end of year 20 467 946
Page | 29
Financial report
Notes to the Group financial statements

1. Basis of preparation
The principal accounting policies applied in the preparation of the Group and Company financial statements are set out in
note 3. These policies have been applied consistently to all the years presented, unless otherwise stated.
The financial statements are presented in sterling and all values are rounded to the nearest thousand pounds (£’000)
except where otherwise indicated.
The financial statements have been prepared under the historical cost convention, as modified by measurement of share-
based payments at fair value at date of grant, and in accordance with UK adopted international accounting standards
(“IFRS”) and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.
The preparation of financial statements in conformity with IFRS requires management to exercise its judgement in the
process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the consolidated financial statements are set out in note 2.
Going concern
The Group has made a pre-tax loss of £455,000 (2021: profit of £114,000) from continuing operations and the directors
have taken this into account when assessing the going concern basis of preparation.
To assess the continued applicability of the going concern basis of preparation, the directors have prepared trading and
cash flow forecasts for the Group for a period of 15 months from the date of approval of the financial statements.
Given the uncertainty and mixed opinion about short and medium-term prospects for the UK economy influenced by the
cost-of-living crisis, widespread strike action, the looming threat of a recession and other geo-political events, in addition
to the established budgeting and forecasting processes, which considers a range of plausible events and circumstances,
a reverse stress test has been undertaken. This shows that, assuming a continuation of the current facilities, the Group
has access to sufficient cash and facilities to withstand a 20% reduction against the 2022 revenues without any significant
restructuring or other cost reduction measures.
In assessing the risks related to the continued availability of the current facilities, the Board have taken into consideration
the existing relationship with HSBC and the strength of the security provided, also taking into account the quality of the
Group’s customer base. Based on their enquiries, the Board have concluded that it remains appropriate to conclude that
sufficient facilities will continue to remain available to the Group and that no material uncertainty exists.
The directors are satisfied that, taking account of the Group’s net assets of £6,195,000 (2021: £6,546,000), its invoice finance
facility, which is its core funding line and which is classed as evergreen in that it has no fixed expiry date, and the Group’s
trading and cash forecasts for 15 months from the date of approval of the financial statements, that it remains appropriate
to prepare these financial statements on a going concern basis.
New accounting standards and interpretations

The Group has not adopted any new standards or interpretations in these financial statements. The Board does not expect
any other standards issued, but not yet effective, to have a material impact on the Group.
Page | 30
Financial report

2. Critical accounting estimates and judgements

The Group makes certain judgements, estimates and assumptions regarding the future. Estimates and judgements are
continually evaluated based on historical experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and
assumptions. The estimates and assumptions 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.
Estimates and assumptions

Temporary placements
Revenue from temporary placements is calculated by reference to hours worked and pay rates and is based on weekly
timesheets submitted by operatives and there can be delays in the submission and approval of timesheets. An estimate is
therefore made of the value of the liabilities in respect of timesheets that are yet to complete the submission and approval
process and the associated revenue earned at 31 December 2022. Further details of the related contract assets are included
in note 5.
Estimates and judgements

Lease liability and right-of-use assets
The weighted average incremental borrowing rate used to measure the lease liability at initial application was 3.35% (land
and buildings) and 5% (motor vehicles). These rates have been reviewed and assessed as remaining appropriate for new
leases entered into during the financial year being representative of current open market borrowing rates for each type of
asset respectively.
The Group sometimes negotiates break clauses in its property leases. At 31 December 2022 the carrying amounts of lease
liabilities are not reduced by the amount of payments that would be avoided from exercising break clauses because it is
considered reasonably certain that the Group will not exercise its right to break any lease and there are no material break
clauses.
Impairment of non-current assets

The carrying values of these assets are tested for impairment when there is an indication that the value of the assets might
be impaired, either at an individual cash generating unit level (“CGU”) or, where assets cannot be allocated to individual
CGU’s, for the Group as a whole.
When carrying out impairment tests, these are based upon risk adjusted future cashflow forecasts and these forecasts
include management estimates for revenues which are informed by external market forecasts and experience. Direct costs
to deliver and attributable overhead will also include management estimates based on recent experience and expected
adjustments for management actions. In calculating the discount rate to be applied, management estimates are required
in assessing the appropriate rate for the Group. The assessment of the discount rate and forecasting future cash flows
are inherently judgemental and future events could have an adverse effect on these and results of future impairment
assessments.
Page | 31
Financial report

3. Accounting policies
The principal accounting policies, which are identical to the policies applied in the previous year, are listed below:
3.1 Revenue
Revenue is measured at the fair value of the consideration received or receivable as performance obligations are satisfied
and represents amounts receivable for services provided in the normal course of business, net of discounts, VAT, and other
sales-related taxes. The Group, as principal, controls the specified service that is promised to the customer before it is
transferred to them therefore revenue is recognised on a gross basis which corresponds to the consideration to which the
entity expects to be entitled.
Performance obligations and timing of revenue recognition

Most of the Group’s revenue is derived from recruitment activities (permanent and temporary placements).
The Group has several arrangements or contracts with its customers under which services are provided. Permanent and
temporary staff are provided both under the auspices of a “preferred supplier” and under framework agreements. Neither
of these arrangements confer any minimum volume commitments, rather individual orders are placed as resources are
required with both parties working to the terms set out within the preferred supplier or framework agreement.
Revenue is recognised when the benefit of the service has passed to the customer. Largely, there is no significant
judgement involved in identifying the point at which the benefit is transferred, or the transaction price as explained below:
Revenue from permanent placements

Contractual obligations may vary from client to client, however, performance obligations arising from the placement of
permanent candidates are satisfied and revenue is recognised at the time the candidate commences employment. The
transaction price is agreed with the customer prior to the service being delivered and is fixed at that point. The incidence
of clawbacks of revenue related to employees leaving employment are not significant and therefore no amounts are
treated as variable consideration and deferred.
Revenue from temporary placements

Performance obligations are satisfied over time consistent with the delivery of the service, with the quantum of revenue
generated only varying with the provision of the service. Customers are generally invoiced weekly with any amounts not
invoiced at the end of the period recognised within contract assets, with the corresponding amounts due to contractors
being included within accruals. The Group invoices customers based on the hours worked derived from approved
timesheets. The transaction price is calculated by reference to hours worked and agreed pay rates for the skill level of the
operative and the type of shift worked. There are no significant terms within customer contracts which give rise to variable
revenues. The Group also considers the impact of longer-term contractual supply agreements in the determination of the
transaction price and the satisfaction of performance obligations.
Other revenue
Performance obligations are satisfied as the service is provided and represent the sales value of conferencing facilities
provided and rental income received from subletting areas of the Derby site. Rental income is recognised on a straight-line
basis over the lease term. Revenue arising from bar and restaurant sales and from the provision of hotel accommodation
and conferencing within the Group’s Derby site are recognised when the goods or services are provided, with any amounts
received in advance being included within contract liabilities. Costs incurred in fulfilling contracts with customers are
expensed as incurred.
3.1a Other operating income

Other operating income represents Government Grants in respect of the Coronavirus Job Retention Scheme (CJRS) and
grant income and the Local Government Business Support Grant. The CJRS payments are made for the employment of
staff and are recognised in the month they are received. Amounts paid to staff are recognised as staff wages as usual but
the receipt from the Government is recognised as other operating income when the Group is entitled to the cash i.e., the
wage expense and receipt from the Government are ‘grossed up’ and not ‘netted off’. The Local Government Business
Support Grant was received and recognised in the year.
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Financial report

3.2 Basis of consolidation

The Group financial statements consolidate the financial statements of RTC Group Plc and subsidiaries drawn up to 31
December each year.
Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if
all three of the following elements are present: power over the investee, exposure to variable returns from the investee,
and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and
circumstances indicate that there may be a change in any of these elements of control.
The consolidated financial statements present the results of the Company and its subsidiaries (“the Group”) as if they
formed a single entity. Inter-company transactions and balances between Group companies are therefore eliminated in full.
The results of acquired operations are included in the consolidated statement of comprehensive income from the date on
which control is obtained. Subsidiaries are deconsolidated from the date on which control ceases.
The financial statements of subsidiaries used in the preparation of the consolidated financial statements are prepared for
the same reporting year as the Parent Company and are based on consistent accounting policies.
3.3 Goodwill
Goodwill represents the excess of the fair value of the cost of a business acquisition over the Group’s share of the fair value
of the assets and liabilities acquired at the date of acquisition. Goodwill is tested annually for impairment and carried at
cost less accumulated impairment losses.
3.4 Own shares held

The Group has an Employee Benefit Trust (EBT). The EBT is considered an extension of the Group’s activities and therefore
the assets (except investments in the Group’s shares) and liabilities are included in the consolidated accounts on a line-
by-line basis. The cost of shares held by the EBT is presented as a separate debit reserve within equity entitled ‘own shares
held’ and is carried at the amount paid to acquire the shares.
3.5 Intangible assets

Assets acquired as part of a business combination
In accordance with IFRS 3 Business Combinations, an intangible asset acquired in a business combination is deemed
to have a cost to the Group based on its fair value at the acquisition date. The fair value of the intangible asset reflects
market expectations about the probability that the future economic benefits embodied in the asset will flow to the Group.
A valuation exercise is undertaken to assess the fair value of intangible assets acquired in a business combination. Where
the cost of intangible assets acquired as part of business combinations is not separately identifiable or does not represent
the fair value, the valuation is undertaken based upon value in use which requires the use of a discount rate in order to
calculate the present value of cash flows. The use of this method requires the estimation of future cash flows and the
choice of a discount rate to calculate the present value of the cash flows.
The fair value is then amortised over the economic life of the asset as detailed below. Where an intangible asset might
be separable, but only together with a related tangible or intangible asset and the individual fair values are not reliably
measurable, the group of assets is recognised as a single asset separately from goodwill. Where the individual fair values of
the complementary assets can be reliably measured, the Group recognises them as a single asset provided the individual
assets have similar useful lives.
Customer lists
The fair value of acquired customer lists is capitalised and, subject to impairment reviews, amortised over the estimated
life of the customer list acquired. The amortisation is calculated to write off the fair value of the customer lists over their
estimated lives on a straight-line basis. There are two more years left in the life of the customer list asset. An impairment
review of customer lists is undertaken when events or circumstances indicate the carrying amount may not be recoverable.
Software
Acquired software, inclusive of lifetime licenses, are capitalised based on the costs incurred to acquire and bring into use
the specific software. Costs are amortised over the estimated useful lives of four to six years on a straight-line basis from
the date of commissioning.
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Financial report

3.6 Property, plant, and equipment

Property, plant, and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses.
Depreciation is provided on a straight-line basis to write off the cost, less residual value, of each asset over its estimated
useful life as follows:
Short leasehold improvements 33.3% equally per annum or equally over the lease term
Fixtures and office equipment 10% – 33.3% per annum straight line
Motor vehicles 25% – 33.3% per annum straight line
Residual values and remaining useful economic lives are reviewed annually and adjusted if appropriate. Gains and losses on
disposal are included in the (loss)/profit and other comprehensive (expense)/income for the year.
Capital work in progress predominantly relates to assets under construction and not yet available for use and as such no
depreciation is charged.
The accounting policy for right-of-use assets is set out alongside the accounting treatment for lease liabilities in note 3.9.
3.7 Impairment of assets

Goodwill, other intangible assets, right-of-use assets and property, plant and equipment are subject to impairment testing.
To assess impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (Cash-
Generating Units). As a result, some assets are tested individually for impairment, and some are tested at Cash-Generating
Unit level (“CGUs”) . Goodwill is allocated to those CGUs that are expected to benefit from synergies of the related business
combination and represent the lowest level within the Group at which management monitors the related cash flows.
Individual intangible assets or CGUs that include goodwill with an indefinite useful life are tested for impairment at least
annually. All other individual assets or CGUs are tested for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable.
The Group assesses, at each statement of financial position date whether there is any indication that any of its assets have
been impaired. If any indication exists, the asset’s recoverable amount is estimated and compared to its carrying values.
An impairment loss is recognised for the amount by which the asset or CGUs carrying amount exceeds its recoverable
amount. The recoverable is the higher of fair value, reflecting market conditions less cost to sell and value in use.
Impairment losses recognised for CGUs to which goodwill has been allocated are credited initially to the carrying amount
of goodwill. Any remaining impairment loss is charged pro rata to the other assets in the CGU. Except for goodwill, all
assets are subsequently reassessed for indications that an impairment loss previously recognised may no longer exist.
Impairment losses are recognised in the statement of comprehensive income for the period.
3.8 Inventories
Inventories comprise of goods for resale (bar and restaurant stocks) and are stated at the lower of cost and net realisable
value on a first-in-first-out basis.
3.9 Leases and Right of Use assets

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if
the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
When a lease is identified in a contract the Group recognises a right-of-use asset and a lease liability at the lease
commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease
liability adjusted for any lease prepayments made at or before the commencement date, plus any initial direct costs
incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the
site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the
straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or
the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of
property, plant, and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and
adjusted for certain re-measurements of the lease liability.
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Financial report

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s
incremental borrowing rate. The lease liability is subsequently measured at amortised cost using the effective interest
method. It is re-measured when there is a change in future lease payments arising from a change in an index or rate, or if
the Group changes its assessment of whether it will exercise a purchase, extension, or termination option.
The Group presents right-of-use assets and lease liabilities separately in the statement of financial position. The Group has
elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months
or less and leases of low-value assets, including IT equipment. The Group recognises the lease payments associated with
these leases as an expense on a straight-line basis over the lease term.
3.10 Income taxes

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation
authorities, based on tax rates and laws that have been enacted or substantively enacted by the reporting date. Income tax
is charged or credited to the (loss)/profit and other comprehensive (expense)/income for the year unless it relates to items
that are recognised in other comprehensive income, when the tax is also recognised in other comprehensive income, or to
items recognised directly to equity, when the tax is also recognised directly in equity.
Where there are transactions and calculations for which the ultimate tax determination is uncertain the Group recognises
tax liabilities based on estimates of whether additional taxes and interest will be due.
These tax liabilities are recognised when, despite the Group’s belief that its tax return positions are supportable, the
Group believes it is more likely than not that a taxation authority would not accept its filing position. In these cases, the
Group records its tax balances based on either the most likely amount or the expected value, which weights multiple
potential scenarios. The Group believes that its accruals for tax liabilities are adequate for all open audit years based on its
assessment of many factors including past experience.
3.11 Deferred tax

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the consolidated
statement of financial position differs from its tax base, except for differences arising on: the initial recognition of goodwill;
and the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the
transaction affects neither accounting or taxable profit, and investments in subsidiaries and where the Group is able to control
the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profits will be available
against which the difference can be utilised. The amount of the asset or liability is determined using tax rates that have
been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities/
(assets) are settled/(recovered).
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and
liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either: the same
taxable Group Company, or different Group entities which intend either to settle current tax assets and liabilities on a net
basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of
deferred tax assets or liabilities are expected to be settled or recovered.
3.12 Retirement benefit

Contributions to money purchase pension schemes are charged to the (loss)/profit and other comprehensive (expense)/
income for the year as they become payable in accordance with the rules of the scheme.
3.13 Share-based payments

The Group provides equity settled share-based payment schemes to certain employees. Equity settled share-based
payments are measured at fair value at the date of grant. The fair value determined at the date of the grant of the equity
settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimates
of shares that will eventually vest and adjusted for the effect of non-market based vesting conditions. The effect of this is
shown in note 7. Fair value is measured by use of the Black-Scholes model.
Page | 35
Financial report

3.14 Trade payables

Trade payables are initially recognised at fair value and subsequently as financial liabilities at amortised cost under the
effective interest method. However, where the effect of discounting is not significant, they are carried at invoiced value.
They are recognised on the trade date of the related transaction.
3.15 Trade receivables

Trade receivables and contract assets are recognised at amortised cost. However, where the effect of discounting is not
significant, they are carried at invoiced value. They are recognised on the trade date of the related transactions. The
Group has an invoice financing facility with full recourse. This is recognised as a financial liability secured over the trade
receivables of the Group.
Impairment provisions for trade receivables and contract assets are recognised based on the simplified approach within
IFRS 9 using a provision matrix in the determination of the lifetime expected credit losses. During this process the
probability of the non-payment of the trade receivables is assessed, having regard to the historical losses and the current
and future performance of the counterparties. This probability is then multiplied by the amount of the expected loss arising
from default to determine the lifetime expected credit loss for the trade receivables and contract assets.
For trade receivables and contract assets, which are reported net, such provisions are recorded in a separate allowance
account with the loss being recognised within administrative expenses in the consolidated statement of comprehensive
income. On confirmation that the trade receivable or contract asset will not be collectable, the gross carrying value of the
asset is written off against the associated provision.
3.16 Cash and cash equivalents

Cash in the statement of financial position comprises cash at bank. For the purpose of the consolidated statement of cash
flows, cash and cash equivalents comprise cash deposits with maturities of three months or less from inception, net of
qualifying overdrafts. Qualifying overdrafts are those which are an integral part of the Group’s cash management and are
therefore included as cash and cash equivalents in the consolidated statement of cash flows. Overdrafts which represent
core financing components are presented within financing in the consolidated statement of cash flows.
3.17 Borrowings
Interest bearing borrowings are initially recognised at fair value and subsequently stated at amortised cost under the
effective interest method. Where borrowings are due on demand, they are carried at the amount expected to be required
to settle them.
Financial liabilities
Where the Group has arrangements with financial institutions to provide advances secured on trade receivables. The Group
considers the terms of the arrangements. Where the responsibility for collection of the receivables remains with the Group
and the financial counterparty has full recourse these amounts are presented within current borrowings.
3.18 Foreign currencies

Transactions in foreign currencies are recorded in sterling using the rate of exchange ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies at the statement of financial position date are translated
into sterling using the rate of exchange ruling at that date and any gains or losses on translation are included in the (loss)/
profit and other comprehensive (expense)/income for the year.
3.19 Share capital and dividends

Financial instruments issued by the Group are classified as equity only to the extent that they do not meet the definition
of a financial liability. The Group’s ordinary shares are classified as equity instruments. Dividends are recognised when
they become legally payable. In the case of interim dividends to equity shareholders, this is when paid. In the case of final
dividends, this is when approved by the shareholders at the AGM. Dividends on shares classified as equity are accounted
for as a deduction from equity.
Page | 36
Financial report

4. Segment reporting
The business is split into three operating segments, with recruitment being split by geographical area. This reflects the
integrated approach to the Group’s recruitment business in the UK and independent delivery of overseas business.
Three operating segments have therefore been agreed, based on the geography of the business unit: United Kingdom,
International and Central Services.
This is consistent with the reporting for management purposes, with the Group organised into two reportable segments,
Recruitment and Central Services, which are strategic business units that offer different products and services. They are
managed separately because each segment has a different purpose within the Group and requires different technologies
and marketing strategies.
Segment operating profit is the profit earned by each operating segment defined above and is the measure reported to
the Group’s Board, the Group’s Chief Operating Decision Maker, for performance management and resource allocation
purposes. The Group manages the trading performance of each segment by monitoring operating contribution and
centrally manages working capital, financing, and equity.
Revenues within the recruitment operating segment have similar economic characteristics and share a majority of the
aggregation criteria set out in IFRS 8:12 in particular the nature of the products and services, the type or class of customers,
the country in which the service is delivered, and the processes utilised to deliver the services and the regulatory
environment for the services.
The purpose of the Central Services segment is to provide all central services for the Group including the Group’s head
office facilities in Derby. It also generates income from the Derby site including rental of excess space and hotel and
conferencing facilities.
Revenue, gross profit, and operating profit delivery by geography:
2022 2021
UK UK
UK Central International Total UK Central International Total
Recruitment Services Recruitment Group Recruitment Services Recruitment Group
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Revenue 64,764 1,979 5,164 71,907 66,842 1,279 9,594 77,715
Cost of sales (54,878) (912) (4,342) (60,132) (56,703) (622) (8,603) (65,928)
Gross profit 9,886 1,067 822 11,775 10,139 657 991 11,787
Other operating
income* – 6 – 6 213 138 – 351
Administrative
expenses (7,948) (2,883) (341) (11,172) (7,240) (3,293) (519) (11,052)
Amortisation of
intangibles (46) – – (46) (100) – – (100)
Depreciation of
right-of-use assets (144) (240) – (384) (129) (239) – (368)
Depreciation (261) (157) (4) (422) (175) (165) (4) (344)
Total
administrative
expenses (8,399) (3,280) (345) (12,024) (7,644) (3,697) (523) (11,864)
Profit from
operations 1,487 (2,207) 477 (243) 2,708 (2,902) 468 274
* Other operating income represents Government Grants in respect of the Coronavirus Job Retention Scheme and a Local Government Business Support Grant
(none of which are required to be repaid).
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Financial report

2022 2021
£’000 £’000
Coronavirus Job Retention Scheme Grant relating to:
– Contractors paid under PAYE – 192
– Own staff – 131
323
Local Government Business Support Grant 6 28
6 351
The wages costs associated with the Coronavirus Job Retention Scheme Grant are included in the financial statements as
follows:
2022 2021
£’000 £’000
Cost of sales – 286
Administrative expenses – 37
– 323
The revenue reported above is generated from continuing operations with external customers. There were no sales The
revenue reported above is generated from continuing operations with external customers. There were no sales between
segments in the year (2021: Nil). For segment reporting purposes in this note, revenue is analysed by the geographical
location in which the services are delivered. Revenue is further analysed by point of invoicing in note 5.
The accounting policies of the operating segments are the same as the Group’s accounting policies described in notes 1 to
3 of this report. Segment profit represents the profit earned by each segment, without allocation of Group administration
costs or finance costs.
During 2022, one customer in the UK segment contributed 10% or more of total revenue being £18.0m (2021: £28.0m) and
one customer in the International segment also contributed 10% or more of total revenue being £5.1m (2021: £9.1m).
Recruitment revenues are generated from permanent and temporary recruitment and long-term agreements for labour
supply. Within Central Services revenues are generated from the rental of excess space and hotel and conference facilities
at the Derby site, described as Other below.
Revenue and gross profit by service classification for management purposes:
Revenue Gross profit

2022 2021 2022 2021
£’000 £’000 £’000 £’000
Permanent placements 2,706 2,098 2,706 2,098
Temporary placements 67,222 74,338 8,002 9,032
Others 1,979 1,279 1,067 657
71,907 77,715 11,775 11,787
All operations are continuing. All assets and liabilities are in the UK.
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Financial report

5. Revenue from contracts with customers

Disaggregation of revenue
The Group has disaggregated revenue into various categories in the following tables which is intended to:
• depict how the nature, amount, timing, and uncertainty are affected by economic factors; and
• enable users to understand the relationship with revenue segment information provided in note 4.
Whilst services in the International segment are delivered outside of the UK, the point of invoicing for the major customer
in this segment is the UK.
2022 2021
UK UK Central International UK UK Central International
Recruitment Services recruitment Total Recruitment Services Recruitment Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Geographic point of invoicing:
UK 64,764 1,979 2,648 69,391 66,842 1,279 9,594 77,715
USA – – 789 789 – – – –
Middle East – – 1,727 1,727 – – – –
64,764 1,979 5,164 71,907 66,842 1,279 9,594 77,715
Permanent
placements 2,661 – 45 2,706 2,098 – – 2,098
Temporary
placements 62,103 – 5,119 67,222 64,744 – 9,594 74,338
Others – 1,979 – 1,979 – 1,279 – 1,279
64,764 1,979 5,164 71,907 66,842 1,279 9,594 77,715
Contract
counterparties
B2B 64,764 1,979 5,164 71,907 66,842 1,279 9,594 77,715
Timing of transfer of services:
Point in time
(start date for
permanent
placements) 2,661 – 45 2,706 2,098 – – 2,098
Over time (with
invoices raised
periodically
over the term
of the contract
placement) 62,103 – 5,119 67,222 64,744 – 9,594 74,338
Point in time
(having provided
the service) – 1,979 – 1,979 – 1,279 – 1,279
64,764 1,979 5,119 71,907 66,842 1,279 9,594 77,715
Page | 39
Financial report

Contract balances
Contract Contract Contract Contract
assets assets liabilities liabilities
2022 2021 2022 2021
£’000 £’000 £’000 £’000
At 1 January 2,850 2,226 (119) (89)
Transfers in the year from contract assets to trade receivables (2,850) (2,226) – –
Excess of revenue recognised over amounts invoiced (or rights to
cash) being recognised during the year 3,138 2,850 – –
Movement in amounts included in contract liabilities that were
invoiced but not recognised as revenue during the year – – (34) (30)
At 31 December 3,138 2,850 (153) (119)
Contract assets and contract liabilities are included within ‘trade and other receivables’ and ‘trade and other payables’
respectively on the face of the statement of financial position. They primarily arise from the Group’s recruitment division
and relate to temporary placements whereby performance obligations have been met but there is still some conditionality
to be resolved. Invoices are usually raised in the week following the date of the statement of financial position.
Remaining performance obligations

The Group’s contracts with customers are for the delivery of services within the next 12 months for which the practical
expedient in paragraph 121(a) of IFRS 15 applies (i.e., remaining performance obligations are not required to be disclosed).
In addition, services are principally supplied under framework or preferred supplier agreements such that the amount of
future revenue cannot be quantified.
The nature of the Group’s contracts with customers do not give rise to material judgements related to variable
consideration or contract modifications.
6. Loss/profit from operations

2022 2021
£’000 £’000
Loss/profit from operations for the year is stated after charging:
Loss on asset disposals 4 4
Depreciation of owned property, plant, and equipment 422 344
Amortisation of intangibles 46 100
Depreciation of right-of-use assets 384 368
Fees payable to the Company’s auditor for the audit of the Company’s annual accounts 48 43
Fees payable to the Company’s auditor for other services:
– the audit of the Company’s subsidiaries pursuant to legislation 35 32
– tax compliance 12 6
– other non-audit services – 7
Rental relating to short-term leases 345 256
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Financial report

7. Directors’ and employees’ remuneration

The expense recognised for employee benefits (including directors) employed by the Group during the year is
analysed below:
2022 2021
£’000 £’000
Wages and salaries 7,630 7,217
Social security costs 849 776
Other pension costs 424 421
8,903 8,414
As at 31 December 2022 there were pension contributions of £129,872 (2021: £96,231) outstanding.
The average number of employees, including executive directors, during the year was:
2022 2021
Number Number
Sales and administration staff 144 144
Conference support staff 42 32
186 176
Directors’ remuneration
The remuneration of the directors was as follows:
2022 2021
Benefits Benefits
£’000 Salary Bonus in kind Total Salary Bonus in kind Total
W J C Douie 65 – 8 73 65 14 7 86
A M Pendlebury 280 – 14 294 280 148 11 439
S L Dye 194 – 21 215 194 118 20 332
B W May – – – – 11 – – 11
Total 539 – 43 582 550 280 38 868
Employers NI of £85,684 was paid in respect of remuneration above (2021: £119,784).
No pension contributions were paid on behalf of the directors.
Page | 41
Financial report

Share based employee remuneration

Total share-based payment charges in the year were £Nil (2021: £210,000) of which £Nil (2021: £196,489) was charged in
respect of options granted to directors.
Share options and the weighted average exercise price are as follows for the reporting periods presented:
Weighted Weighted
average exercise average exercise
price (pence) price (pence)
Number 2022 Number 2021
Outstanding at start of year 493,597 18 2,096,605 5
Cash cancelled – – 1,603,008 –
Lapsed 50,000 53 – –
Outstanding at end of year 443,597 15 493,597 18
The Company operates two share option plans: the EMI 2001 Share Option Scheme and the Long-Term Incentive Plan 2015
(“LTIP”). No options were exercised during the year (2021: Nil). No options were issued during the year (2021: Nil).
The Group has the following outstanding share options and exercise prices:
Weighted Weighted
Weighted average Weighted Weighted average
average fair value average average fair value Weighted
exercise at date contractual exercise at date average
Date price of grant life price of grant contractual
exercisable (pence) (pence) (months) (pence) (pence) life (months)
(from and to) Number 2022 2022 2022 Number 2021 2021 2021
2017 to 2024 220,000 29 6 15 220,000 29 6 27
2018 to 2025 29,982 – 53 30 29,982 – 53 41
2019 to 2026 50,000 – 60 39 50,000 – 60 51
2020 to 2027 28,571 – 42 51 28,571 – 42 63
2021 to 2028 115,044 – 44 63 165,044 16 43 77
The exercise prices of options range from nil to 25.5p and 38.0p. At the end of the period all 443,597 options remaining
were exercisable (2021: 493,597).
Details of the options of the directors who served during the year are as follows:
At At
1 January 31 December Date of Exercise
2022 2022 last grant price
EMI Options
S L Dye 70,000 70,000 6 June 2014 38p
LTIP Options
W J C Douie 193,615 193,615 23 March 2018 Nil
The market value and number of directors’ share options vesting in the period was £Nil (Nil shares) (2021: £485,000
(858,407 shares)). The aggregate gains made by directors on exercising share options was £Nil (2021: £Nil). The market
value and number of the highest paid director’s share options vesting in the period was £Nil (Nil shares) (2021: £301,876
(460,177 shares)). The aggregate gains made by the highest paid director on exercising share options was £Nil (2021: £Nil).
Page | 42
Financial report

Details of the options of the directors who served during the prior financial year are as follows:
At At
1 January Cash 31 December Date of Exercise
2021 Granted cancelled 2021 last grant price
EMI Options
S L Dye 110,000 – (40,000) 70,000 6 June 2014 38p
LTIP Options
W J C Douie 193,615 – – 193,615 23 March 2018 Nil
A M Pendlebury 933,749 – (933,749) – – –
S L Dye 569,259 – (569,259) – – –
Cash cancellation of share options in 2021

On 24 May 2021, the Group announced an offer to all employees with share options that had vested to cancel their options
for a one-off cash consideration of 46.5p per option share, being the mid-market closing price on 21 May 2021, the last
business day prior to the announcement. As a result, 1,603,008 options were cancelled, and the cash consideration was
paid to the relevant employees as remuneration through the PAYE system. The total of the remuneration payments made
was £745,399 with employers NI of £102,865. Included within these totals, the number of options cash cancelled in respect
of directors was 1,543,008 and the remuneration payments made to directors was £717,499 with employers NI of £99,014
being paid.
Awards under EMI 2001 Share Option Scheme

The options currently granted under the EMI Scheme vest on a straight-line basis over a three-year period, the ability to
exercise certain options is subject to non-market related performance criteria. All options that are outstanding at
31 December 2022 have vested.
Awards under the LTIP

There were no awards under the LTIP in 2022. Vesting of the awards is subject to the achievement of the performance
criteria of the LTIP. Awards will vest and may be exercised on the third anniversary of the date of grant to the extent that
the performance conditions detailed in the following table are met:
Annual growth in fully diluted EPS above RPI Proportion of award vesting
Less than 3% Nil
3% 25%
Between 3% and 10% Between 25% and 100% on a straight-line basis
10% or more 100%
The achievement of the performance target and the timing of the vesting of the award will be determined by the
Remuneration Committee. They may adjust the performance target where it is considered appropriate to do so. All options
that are outstanding at 31 December have vested.
Page | 43
Financial report

8. Finance expense
2022 2021
£’000 £’000
Interest charge on invoice discounting arrangements and overdrafts 109 48
Interest expense on lease liabilities 103 112
212 160
9. Tax expense
2022 2021
Continuing operations £’000 £’000
Current tax
UK corporation tax – (6)
Deferred tax
Origination and reversal of temporary differences (104) 115
Tax (104) 109
Factors affecting the tax expense

The tax credit assessed for the year is lower than (2021: charge higher than) would be expected by multiplying the loss by
the standard rate of corporation tax in the UK of 19% (2021: 19%). The differences are explained below:
2022 2021
Factors affecting tax expense £’000 £’000
Result for the year before tax (455) 114
(Loss)/profit multiplied by standard rate of tax of 19% (2021: 19%) (86) 22
Non-deductible expenses 50 68
Tax charge on exercise of options – 28
Effect of change in deferred tax rate 13 (9)
Adjustment in respect of previous periods (81) –
(104) 109
The Chancellor has confirmed an increase in the corporation tax rate from 19% to 25% with effect from 1 April 2023. As a
result of this deferred tax has been remeasured to the extent that it will unwind after this date.
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Financial report

10. Basic and fully diluted earnings per share

The calculation of earnings per share is based on the earnings attributable to ordinary shareholders divided by the
weighted average number of shares in issue during the year.
Basic Fully diluted

2022 2021 2022 2021
Earnings per share (pence) (2.45p) 0.04p (2.45p) 0.03p
Further details of share options can be found in note 7.
11. Goodwill
2022 2021
Gross carrying amount £’000 £’000
At 1 January 132 132
At 31 December 132 132
Goodwill above relates to the following acquisition:
Date of acquisition Original cost

£’000
RIG Energy Limited 28 November 2014 891
The directors have considered the carrying value of the goodwill and the related cash generating unit to which it belongs
by looking at discounted future cash flows using a pre-tax discount rate of 10.4%. This has confirmed that no impairments
are required.
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Financial report

12. Other intangible assets

The Group’s other intangible assets comprise:
• the customer lists obtained through the acquisition of RIG Energy Limited in 2014; and
• software and licences relating to recruitment business systems.
The carrying amounts for the financial year under review can be analysed as follows:
Customer Software
lists and licences Total
Gross carrying amount £’000 £’000 £’000
At 1 January 2022 673 348 1,021
At 31 December 2022 673 348 1,021
Amortisation
At 1 January 2022 618 329 947
Provided in year 27 19 46
At 31 December 2022 645 348 993
Net book amount at 31 December 2022 28 – 28

Net book amount at 31 December 2021 55 19 74
The carrying amounts for the prior period are as follows:
At 1 January 2021 673 323 996

Additions – 25 25
At 31 December 2021 673 348 1,021
Amortisation
At 1 January 2021 591 256 847
Provided in year 27 73 100
At 31 December 2021 618 329 947

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Financial report

13. Property, plant, and equipment

The carrying amounts for the financial year under review can be analysed as follows:
Fixtures Capital
Short leasehold and office Motor work-in-
improvements equipment vehicles progress Total
£’000 £’000 £’000 £’000 £’000
Cost
At 1 January 2022 1,564 2,379 8 61 4,012
Additions – 371 – 46 417
Transfers from capital work in progress – 58 – (58) –
Disposals – (27) – – (27)
At 31 December 2022 1,564 2,781 8 49 4,402
Depreciation
At 1 January 2022 927 1,523 8 – 2,458
Charge for the year 102 320 – – 422
Disposals – (22) – – (22)
At 31 December 2022 1,029 1,821 8 – 2,858
Net book amount:
At 31 December 2022 535 960 – 49 1,544
At 31 December 2021 637 856 – 61 1,554
The carrying amounts for the prior period are as follows:
Fixtures Capital
Short leasehold and office Motor work-in-
improvements equipment vehicles progress Total
£’000 £’000 £’000 £’000 £’000
Cost
At 1 January 2021 1,564 2,157 8 61 3,790
Additions – 223 – 31 254
Transfers from capital work in progress – 31 – (31) –
Disposals – (32) – – (32)
At 31 December 2021 1,564 2,379 8 61 4,012
Depreciation
At 1 January 2021 815 1,319 8 – 2,142
Charge for the year 112 232 – – 344
Disposals – (28) – – (28)
At 31 December 2021 927 1,523 8 – 2,458
Net book amount:
At 31 December 2021 637 856 – 61 1,554
At 31 December 2020 749 838 – 61 1,648
There is a charge over Group’s fixed assets in respect of the Group’s net overdraft facility. There were no contractual capital
commitments for the acquisition of property, plant, and equipment at 31 December 2022 (2021: Nil).
Taking the Group as a whole, there are no reasonably foreseeable changes in the forecast future trading performance or
pre-tax discount rate of 10.6% that would result in the value in use being less than the recoverable amount of the Group’s
aggregate goodwill, other intangible assets, property plant and equipment and right-of-use assets. In considering the level
of available headroom, modelling demonstrates that no impairment would be triggered even if the Group’s aggregate
forecast trading cash flows fell to 20% of the level achieved in 2022, with no recovery assumed for the full five-year
forecast period and into perpetuity.
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Financial report

14. Deferred tax asset

2022 2021
£’000 £’000
At 1 January 40 149
Credit/(charge) to the profit for the year 170 (109)
The deferred tax asset is analysed as:

2022 2021
Recognised £’000 £’000
Short-term temporary timing differences relating to share-based payments 31 40
Tax losses carried forward 179 –
With the rate of corporation tax increasing from 19% to 25% in April 2023, the deferred tax has been based on the extent
to which it will unwind pre and post this date using the appropriate rate.
15. Inventories
2022 2021
£’000 £’000
Food, drink, and goods for resale 15 21
Stock recognised in cost of sales during the year as an expense was £201,574 (2021: £104,873
16. Trade and other receivables

Trade and other receivables falling due within one year are as follows:
2022 2021
£’000 £’000
Gross trade receivables 11,065 9,533
Less: provision for impairment of trade receivables – –
Net trade receivables 11,065 9,533
Contract assets 3,138 2,850
Sub-total trade receivables and contract assets 14,203 12,383
Other receivables 37 57
Total financial assets other than cash and cash equivalents classified at amortised cost 14,240 12,440
Prepayments 1,142 1,041
Accrued income 6 –
15,388 13,481
There was no impairment allowance for trade receivables at 31 December 2022 or 31 December 2021.
No other classes of financial assets contain any impaired assets. The Group does not hold any collateral in respect of the
above balances. They relate to customers with no default history. The value of trade receivables and contract assets which
are carried at amortised cost, approximates fair value.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit
loss provision for trade receivables and contract assets. To measure expected credit losses on a collective basis, trade
receivables and contract assets are grouped based on similar credit risk and ageing. The contract assets have similar risk
characteristics to the trade receivables for similar types of contracts. The expected loss rates are based on the Group’s
historical credit losses experienced over the three-year period prior to the period end. The historical loss rates are then
adjusted for current and forward-looking information affecting the Group’s customers.
At 31 December 2022 and 31 December 2021, the lifetime expected credit loss provision for trade receivables and contract
assets was considered immaterial and therefore not provided.
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Financial report

17. Current liabilities

2022 2021
Trade and other payables £’000 £’000
Trade payables 1,637 1,267
Contract liabilities 153 119
Other taxes and social security costs 2,820 2,025
Other payables 1,275 1,212
Accruals 1,990 1,807
7,875 6,430
At 31 December 2022 other payables included pension contributions amounting to £129,872 (2021: £96,231). The maturity
of trade payables is between one and three months. The carrying value of trade payables approximates to the fair value.
The classification of contract liabilities at 31 December 2022 has been represented as explained in note 5.
2022 2021
Current borrowings £’000 £’000
Bank overdrafts 29 597
Invoice discounting arrangements 3,103 2,231
3,132 2,828
The Group’s bank overdrafts are secured by cross guarantees and debentures (fixed and floating charges over the assets of
all the Group companies). The Group’s bankers have a formal right of set-off and provides a net overdraft facility across the
Group of £50,000 (2021: £50,000).
The Group also uses its invoice financing facility, which is secured over the Group’s trade receivables of £11.1m. There have
been no defaults of interest payable or unauthorised breaches of financing agreement terms during the current or prior
year.
18. Deferred tax liabilities

2022 2021
£’000 £’000
At 1 January 128 122
Charge to the profit for the year 66 6
The deferred tax liability comprise

Other timing differences 190 119
Business combinations 4 9
Page | 49
Financial report

19. Share capital

2022 2021
Allotted, issued, and fully paid – ordinary shares of 1p each: £’000 £’000
As at 1 January 2022 14,643,707 shares (2021: 14,643,707 shares) 146 146
As at 31 December 2022 14,643,707 shares (2021: 14,643,707 shares) 146 146
Of the total issued shares of 14,643,707, there are 337,027 (2021: 337,027) own shares held in the RTC Group Employee
Benefit Trust. No options were exercised during the year (2021: 40,000 and own shares held in the EBT were used to satisfy
this demand).
20. Reconciliation of cash and cash equivalents in cash flow to cash balances in the
statement of financial position
At At
1 January Cash 31 December
2022 Flows 2022
£’000 £’000 £’000
Cash and cash equivalents 946 (479) 467
The amounts presented as cash and cash equivalents within the consolidated statement of cash flows comprise cash and
cash equivalents of £467,000 (2021: £946,000). Overdrafts of £29,000 (2021: £597,000), which do not fluctuate significantly,
are considered to represent part of the core financing structure of the group and are included within financing cash flows.
21. Risk management objectives and policies

The Group is exposed to various risks in relation to financial instruments. The Group’s risk management is coordinated by
the Group Treasury function, in close co-operation with the Board. Treasury activities take place under procedures and
policies approved and monitored by the Board and are designed to minimise the financial risks faced by the Group. The
Group does not actively engage in the trading of financial assets for speculative purposes or utilise any derivative financial
instruments. The most significant financial risks to which the Group is exposed are described below.
Interest rate risk

The Group has financed its operations through a mixture of retained profits and bank borrowings and has sourced its
main borrowings through a variable rate Group overdraft facility and an invoice discounting facility. Competitive interest
rates are negotiated. The following table illustrates the sensitivity of the net result for the year and equity to a reasonably
possible change in interest rates of +/- one percentage point with effect from the beginning of the year.
2022 2022 2021 2021

£’000 % £’000 %
Increase /(decrease) in net result and equity +1% –1% +1% –1%
£’000 62 (62) 66 (66)
The interest rate on the invoice discounting facility is 1.6% above base rate. The average usage of the facility across the
year was £2,986,596, this gives an estimated annual interest charge for 2023 of £152,316.
Liquidity risk
The Group seeks to mitigate liquidity risk by effective cash management. The Group’s policy, throughout the year, has been
to ensure the continuity of funding through net overdraft facility of £50,000 and an invoicing discounting facility, providing
up to £12m based on a percentage of good book debts. The invoice discounting facility revolves on an average maturity of
120 days and is repayable on the giving of 3 months’ notice by either party.
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Financial report

Credit risk
The Group extends credit to recognised creditworthy third parties. Trade receivable balances (note 16) are monitored
to minimise the Group’s exposure to bad debts. Individual credit limits are set based on internal or external ratings in
accordance with limits set by the Board. Independent credit ratings are used if available to set suitable credit limits. If
there is no independent rating, the Board assesses the credit quality of the customer, considering its financial position,
past experience and other factors. The utilisation of credit limits is regularly monitored. At the year-end none of the
trade receivable balances that were not past due exceeded set credit limits and management does not expect any losses
from non-performance by these counterparties. Further, the Group applies the IFRS 9 simplified approach to measuring
expected credit losses using a lifetime expected credit loss provision for trade receivables and contract assets. To measure
expected credit losses on a collective basis, trade receivables and contract assets are grouped based on similar credit risk
and ageing.
It should be noted that there is a concentration of credit in respect of two customers whose revenues respectively make up
18% of the UK division and 51% of the International division. Debtor balances for these customers were £2m (2021: £3.3m)
and £0.2m (2021: £0.5m) respectively at the end of the year. Both are blue chip clients that have never defaulted on any
debts. Further the UK division customer is Government backed.
Past due Past due Past due

30 days or 60 days or 120 days or
As at 31 December 2022 Current more more more
Gross carrying amount, £’000 6,304 3,011 1,171 579
Foreign exchange risk

The Group is exposed to foreign exchange rate risk as it makes payments to contractors and invoices some customers in
currencies other than GBP. To mitigate the risks associated with this, where possible the same currency is used to receive
and make payments so that there is some natural hedge over translation risk. Surplus cash balances in currencies other
than GBP are kept to a minimum. Consequently, any sensitivity to be applied to the foreign exchange rate exposure is low.
The Group has the financial assets as set out in notes 16 and 20. The Group’s financial liabilities are as follows:
2022 2021
£’000 £’000
Trade payables 1,637 1,267
Accruals 1,990 1,368
Bank overdrafts 29 597
Invoice discounting 3,103 2,231
6,759 5,463
All the Group’s financial liabilities mature in less than one year. The Group’s financial assets and liabilities are carried at
amortised cost (which equates to fair value). Under the “SPPI” test these meet the requirement of being solely payments
of principal and interest. Further because of their nature they do not include a significant financing element. In addition to
meeting the SPPI test the business model is to collect the contractual cash flows.
Page | 51
Financial report

22. Leases and right of use assets

Information about leases for which the Group is a lessee
The Group leases assets comprising land and buildings and motor vehicles that are shown as right-of-use assets on the
statement of financial position.
Right-of-use assets
Carrying amounts of right-of-use assets for the financial year under review:
Land and Fixtures Motor

buildings and fittings vehicles Total
Net book value of right of use assets £’000 £’000 £’000 £’000
As at 1 January 2022 2,582 – 197 2,779
Additions – 26 70 96
Disposal – – (39) (39)
Depreciation on disposals – – 39 39
Depreciation charge (259) (4) (121) (384)
As at 31 December 2022 2,323 22 146 2,491
The Board have considered the cash generating unit that is most sensitive to a potential impairment, being the Derby
Conference Centre (which sits within Central Services) and concluded that there is no impairment of the carrying value of
assets.
Carrying amounts of right of use assets for the prior financial year:
Land and Motor
buildings vehicles Total
Net book value of right of use assets £’000 £’000 £’000
As at 1 January 2021 2,705 288 2,993
Additions 132 22 154
Disposal (15) (4) (19)
Depreciation on disposals 15 4 19
Depreciation charge (255) (113) (368)
As at 31 December 2021 2,582 197 2,779
Lease liabilities
Carrying amounts of lease liabilities relating to right-of-use assets for the financial year under review:
Land and Fixtures Motor

buildings and fittings vehicles Total
Net book value of lease liabilities £’000 £’000 £’000 £’000
As at 1 January 2022 2,896 – 199 3,095
Additions – 26 70 96
Interest expense 90 1 12 103
Lease payments (278) (6) (131) (415)
As at 31 December 2022 2,708 21 150 2,879
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Financial report

Carrying amounts of lease liabilities relating to right-of-use assets for the prior financial year:
Land and Motor

buildings vehicles Total
Net book value of lease liabilities £’000 £’000 £’000
As at 1 January 2021 2,922 298 3,220
Additions 132 22 154
Interest expense 95 17 112
Lease payments (253) (138) (391)
As at 31 December 2021 2,896 199 3,095
2022 2021
Lease liabilities included in the statement of financial position £’000 £’000
Current 303 294
Non-current 2,576 2,801
Total 2,879 3,095
2022 2021
Amounts recognised in the consolidated statement of comprehensive income £’000 £’000
Interest on lease liabilities 103 112
Expenses relating to short-term leases 345 256
Total 448 368
2022 2021
Maturity analysis – contractual undiscounted cashflows £’000 £’000
Within 1 year 416 393
Between 2 and 5 years 1,431 1,317
Over 5 years 1,400 1,917
Total 3,247 3,627
2022 2021
Amounts recognised in the consolidated statement of cash flows £’000 £’000
Interest payments 103 112
Payment of lease liabilities 312 279
Total cash outflow for leases 415 391
Page | 53
Financial report

Sensitivity
It is customary for land and buildings lease contracts to be periodically uplifted to market value, although some leases
have future increases fixed at the outset. Contracts for the lease of a vehicle comprise only fixed payments over the lease
term. All land and building lease contracts held by the Group also have fixed payments. The leasing arrangements are for
the Derby Conference Centre and office space for the Group Head Office in Derby and a network of regional offices.
Information about leases for which the Group is the lessor

As at the statement of financial position date the following amounts are expected to be received under non-cancellable
operating sub-leases, split as follows:
2022 2021
£’000 £’000
Within 1 year 202 263
Between 2 and 5 years 230 347
Total 432 610
The sub-lease arrangements relate to two buildings on the Derby site.
23. Related party transactions

There were no amounts owed by or to related parties at 31 December 2022 (31 December 2021: £Nil). There were no
transactions with related parties during 2022 (2021: £Nil). The directors consider the key management personnel are the
Group directors as listed in note 7.
24. Capital management

The Group’s objectives when managing capital are:
• to safeguard the entity’s ability to continue as a going concern, so that it can continue to provide returns to shareholders
and benefits to other stakeholders, and employees; and
• to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.
The Group uses its overdraft and invoice discounting facilities to manage its short-term working capital requirements.
The Group manages the capital structure and ratio of debt to equity and adjusts it in the light of changes in economic
conditions.
25. Post reporting date events

There have been no significant events to report since the reporting date.
Page | 54
Financial report
RTC Group Plc

Company statutory financial statements

(Prepared under FRS 101)
Company Number 02558971
Page | 55
Financial report
Company statement of financial position

As at 31 December 2022
Company Number: 02558971
2022 2021
Notes £’000 £’000
Assets
Non-current
Right-of-use assets 30 52 56
Investments 31 937 937
Deferred tax asset 33 210 40
1,199 1,033
Current
Trade and other receivables 32 5,155 5,872
Cash and cash equivalents 48 511
5,203 6,383
Total assets 6,402 7,416
Liabilities
Current
Trade and other payables 34 (727) (939)
Corporation tax – 37
(764) (939)
Non-current
Total liabilities (781) (960)
Net assets 5,621 6,456
Equity
Share capital 36 146 146
Share premium 120 120
Own shares held (236) (236)
Capital redemption reserve 50 50
Share based payment reserve 122 146
Retained earnings 5,419 6,230
Total equity 5,621 6,456
The Company has not presented its own profit and loss account as permitted by Section 408 of the Companies Act 2006. The
Company’s loss after taxation for the year amounted to £835,000, (2021: profit of £198,000).
The financial statements were approved and authorised for issue by the Board and were signed on its behalf on 26 March 2023 by:
Director Director
Page | 56
Financial report
Company statement of changes in equity


£’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 January 2022 146 120 (236) 50 146 6,230 6,456
Total comprehensive
expense for the year – – – – – (835) (835)
Share based payment
charge – – – – (24) 24 –
owners – – – – (24) 24 –
At 31 December 2022 146 120 (236) 50 122 5,419 5,621
The carrying amounts for the prior financial period were as follows:

£’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 January 2021 146 120 (236) 50 718 5,995 6,793
Total comprehensive
income for the year – – – – – 198 198
Share options cancelled – – – – (782) 37 (745)
Share based payment
charge – – – – 210 – 210
owners – – – – (572) 37 (535)
At 31 December 2021 146 120 (236) 50 146 6,230 6,456
Share capital is the nominal value of share capital subscribed for.
Share premium account represents the amount subscribed for share capital over and above the nominal value of the shares.
Own shares held are the cost of company’s own shares held through the Employee Benefit Trust and shown as a deduction from
equity.
Capital redemption reserve is an amount of money that a company in the UK must keep when it buys back shares, and which it
cannot pay to shareholders as dividends.
Share based payment reserve is the cumulative share option charge under IFRS 2 less the value of any share options that have
been exercised or have lapsed.
Retained earnings are all net gains and losses and transactions with owners (e.g., dividends) not recognised elsewhere.
Page | 57
Financial report
Notes to the Company financial statements

26. Accounting policies

RTC Group Plc (“the Company”) was incorporated and is domiciled in England, the United Kingdom. Its registered office
and principal place of business is The Derby Conference Centre, London Road, Derby, DE24 8UX and its registered number
02558971. The principal activity of RTC Group Plc is that of a holding Company.
Basis of preparation
The financial statements have been prepared in accordance with Financial Reporting Standard 100 Application of Financial
Reporting Requirements (“FRS 100”) and Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”).
The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies
have been consistently applied to all the years presented.
The financial statements have been prepared on a historical cost basis as modified by measurement of share-based
payments at fair value at date of grant. The presentation currency used is sterling and amounts have been presented in
round thousands (“£000s”).
Disclosure exemptions adopted:

In preparing these financial statements the Company has taken advantage of all available disclosure exemptions conferred
by FRS 101. Therefore, these financial statements do not include:
• certain comparative information;
• certain disclosures regarding the Company’s capital;
• a statement of cash flows;
• the effect of future accounting standards not yet adopted;
• certain disclosures in respect of share-based payments; financial instruments and impairment of assets;
• the disclosure of the remuneration of key management personnel; and
• disclosure of related party transactions with other wholly owned members of the RTC Group Plc group of companies.
New accounting standards and interpretations

The Company has not adopted any new standards or interpretations in these financial statements. The Board does not
expect any other standards issued, but not yet effective, to have a material impact on the Company.
27. Critical accounting estimates and judgements

The Company makes certain estimates and assumptions regarding the future. Estimates and judgements are continually
evaluated based on historical experience and other factors, including expectations of future events that are believed to be
reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The
estimates and assumptions 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.
Estimates and assumptions

Intercompany balances
The recoverability of intercompany balances is a key estimate. All intercompany balances are assessed as recoverable.
Intercompany balances consist predominantly of the parent company management charges which are cleared down in
each financial year as all relevant Group companies generate surplus cash.
Page | 58
Financial report

28 Accounting policies
The financial statements contain information about RTC Group Plc as an individual company and do not contain
consolidated financial information as the parent of a group.
28.1 Investments
Shares in subsidiary companies are stated at cost less provision for any impairment in value.
28.2 Taxation
Income taxes
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation
authorities, based on tax rates and laws that have been enacted or substantively enacted by the reporting date. Income
tax is charged or credited to the (loss)/profit and other comprehensive (expense)/income unless it relates to items that are
recognised in other comprehensive income, when the tax is also recognised in other comprehensive income, or to items
recognised directly to equity, when the tax is also recognised directly in equity.
Where there are transactions and calculations for which the ultimate tax determination is uncertain. The Company
recognises tax liabilities based on estimates of whether additional taxes and interest will be due.
These tax liabilities are recognised when, despite the Company’s belief that its tax return positions are supportable, the
Company believes it is more likely than not that a taxation authority would not accept its filing position. In these cases, the
Company records its tax balances based on either the most likely amount or the expected value, which weights multiple
potential scenarios. The Company believes that its accruals for tax liabilities are adequate for all open audit years based on
its assessment of many factors including past experience.
Deferred tax
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the consolidated
statement of financial position differs from its tax base, except for differences arising on: the initial recognition of goodwill;
and the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the
transaction affects neither accounting or taxable profit, and investments in subsidiaries and where the Company is able to
control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable
future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profits will be available
against which the difference can be utilised. The amount of the asset or liability is determined using tax rates that have
been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities/
(assets) are settled/(recovered).
Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets
and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
28.3 Pension costs

Contributions to money purchase pension schemes are charged to the (loss)/profit and other comprehensive (expense)/
income as they become payable in accordance with the rules of the scheme.
28.4 Trade and other payables

Trade payables are initially recognised at fair value and subsequently as financial liabilities at amortised cost under the
effective interest method. However, where the effect of discounting is not significant, they are carried at invoiced value.
They are recognised on the trade date of the related transaction.
28.5 Trade and other receivables

There are no trade receivables in 2022 (2021: Nil). Amounts owed by Group companies are assessed for impairment based
upon the current financial position and expected future performance of the subsidiary to which they relate.
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Financial report

28.6 Cash and cash equivalents

Cash in the statement of financial position comprises cash at bank, cash and cash equivalents consist of cash deposits with
maturities of three months or less from inception.
28.7 Inter Group treasury facilities

Interest bearing inter Group treasury facilities are initially recognised at fair value and subsequently stated at amortised
cost under the effective interest method. Where facilities are due on demand then they are carried at the amounts
expected to be required to settle them.
28.8 Financial instruments

The only financial instruments held by the Company are Sterling financial assets and liabilities.
Financial liabilities consist of trade and other payables and an inter Group treasury facility which is secured by a cross
guarantee and debenture (fixed and floating charge over all assets) over all Group companies and are classified as financial
liabilities at amortised cost.
Other than lease liabilities for motor vehicles (refer to notes 28.12 and 30), all the Company’s financial liabilities mature in
less than one year and are repayable on demand.
28.9 Shared-based payments

The Company issues equity settled share-based payments to certain employees. Equity settled share-based payments are
measured at fair value at the date of grant. The fair value determined at the date of the grant of the equity settled share-
based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimates of shares
that will eventually vest and adjusted for the effect of non-market based vesting conditions. The effect of this is shown in
note 7. Fair value is measured by use of the Black-Scholes model.
28.10 Share capital and dividends

Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition
of a financial liability or financial asset. The Company’s ordinary shares are classified as equity instruments. Dividends are
recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when paid. In
the case of final dividends, this is when approved by the shareholders at the AGM. Dividends on shares classified as equity
are accounted for as a deduction from equity.
28.11 Own shares held

In 2015 the Company set up an Employee Benefit Trust (EBT). The EBT is considered an extension of the Company’s
activities and therefore the assets (except for the investment in the Company’s shares) and liabilities which are the subject
of the trust are included in the accounts on a line-by-line basis. The cost of shares held by the EBT is presented as a
separate debit reserve within equity entitled ‘own shares held’.
28.12 Leases
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains,
a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration.
When a lease is identified the Company recognises a right-of-use asset and a lease liability at the lease commencement
date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted
for any lease prepayments made at or before the commencement date, plus any initial direct costs incurred and an
estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is
located, less any lease incentives received.
Page | 60
Financial report

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the
earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-
of-use assets are determined on the same basis as those of property, plant, and equipment. In addition, the right-of-use
asset is periodically reduced by impairment losses, if any, and adjusted for certain re-measurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s
incremental borrowing rate. The lease liability is subsequently measured at amortised cost using the effective interest
method. It is re-measured when there is a change in future lease payments arising from a change in an index or rate, or if
the Company changes its assessment of whether it will exercise a purchase, extension, or termination option.
The Company presents right-of-use assets and lease liabilities separately in the statement of financial position. The
Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term
of 12 months or less and leases of low-value assets, including IT equipment. The Company recognises the lease payments
associated with these leases as an expense on a straight-line basis over the lease term.
28.13 Property, plant, and equipment

Property, plant, and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses.
Depreciation is provided on a straight-line basis to write off the cost, less residual value, of each asset over its estimated
useful life as follows:
Motor vehicles 25%-33.3% per annum straight line
Residual values and remaining useful economic lives are reviewed annually and adjusted if appropriate. Gains and losses on
disposal are included in the profit or loss for the period. The accounting policy for right-of-use assets is set out alongside
the accounting treatment for lease liabilities in note 28.12.
29. Staff costs

2022 2021
£’000 £’000
Wages and salaries 1,422 1,658
Social security costs 166 192
Other pension costs 87 89
1,675 1,939
The average number of employees, including executive directors, during the year was:
Number Number
2022 2021
Sales and administration staff 27 28
Page | 61
Financial report

30. Leases and right-of-use assets

Information about leases for which the Group is a lessee
The Company leases motor vehicles that are presented within right-of-use assets and lease liabilities in the statement of
financial position.
2022 2021
Net book value of right-of-use assets – motor vehicles £’000 £’000
As at 1 January 56 102
Additions 36 –
Disposals (39) –
Depreciation on disposals 39 –
Depreciation charge (40) (46)
As at 31 December 52 56
2022 2021
Net book value of lease liabilities – motor vehicles £’000 £’000
As at 1 January 58 103
Additions 36 –
Interest expense 6 7
Lease payments (46) (52)
As at 31 December 54 58
2022 2021
Lease liabilities for motor vehicles in the statement of financial position £’000 £’000
Current 37 37
Non-current 17 21
Total 54 58
31. Investments
2022 2021
Shares in subsidiary undertakings – Company £’000 £’000
Cost at 1 January and 31 December 2022 937 937
Net book value at 31 December 2022 937 937
Net book value at 31 December 2021 937 937
Having regard to the assessments undertaken for the Group, the directors are satisfied that no impairments are required in
respect of the carrying value of the investments in subsidiaries.
Page | 62
Financial report

At 31 December 2021, the Company held the share capital of the following subsidiary undertakings:
Proportion of
ordinary share
Subsidiaries capital held Nature of business
The Derby Conference Centre Limited 100% Hotel, conferencing, and
provision of office space
Ganymede Solutions Limited 100% Recruitment
ATA Global Staffing Solutions Limited 100% Recruitment
ATA Global Staffing Solutions FZE 100% Recruitment
ATA Recruitment Limited 100% Dormant
Except for ATA Global Staffing Solutions FZE whose registered office is Sheik Rashid Tower, Dubai, UAE, the registered office
of all the above subsidiaries is: The Derby Conference Centre, London Road, Derby DE24 8UX and they are incorporated in
England and Wales.
For the purposes of The Derby Conference Centre Limited and ATA Global Staffing Solutions Limited, the Group has
decided to take advantage of parental corporate guarantees under s479A of the Companies Act, allowing the entities to
take audit exemptions and present unaudited statutory financial statements.
32. Trade and other receivables

2022 2021
£’000 £’000
Amounts falling due within one year:
Amounts owed by Group undertakings 4,925 5,726
Prepayments 230 146
5,155 5,872
Amounts owed by Group undertakings are due on demand and interest free. They relate to management charges that are
settled regularly. The Company applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime
expected credit loss provision for intercompany balances. The expected loss rates are based on the company’s historical
credit losses experienced over the three-year period prior to the period end. There have been no credit losses incurred
against intercompany balances in previous years. Further, there are no financial liquidity issues within subsidiaries thus
management considers this amount is recoverable.
The carrying value of trade receivables approximates to the fair value.
33. Deferred tax asset

2022 2021
£’000 £’000
At 1 January 40 149
Charge to the loss/profit for the year 170 (109)
The deferred tax asset is analysed as:
2022 2021
Recognised £’000 £’000
Short-term temporary timing differences relating to share-based payments 31 40
Tax losses carried forward 179 –
Page | 63
Financial report

34. Trade and other payables

2022 2021
£’000 £’000
Trade creditors 504 561
Other taxes and social security costs 93 241
Other creditors 14 78
Accruals 116 59
727 939
The carrying value of trade payables approximates to the fair value.
During the year, the Company has used its inter Group treasury facility which is secured by a cross guarantee and
debenture (fixed and floating charge over all assets) over all Group companies.
35. Contingent liabilities

The Company has a cross guarantee and debenture (fixed and floating charge over all assets) with the Group’s bankers in
respect of overdrafts of £29,000 (2021: £597,000) within other group companies.
The Company acts as guarantor for future lease payments of £2,883,333 (2021: £3,083,333) in respect of the lease of the
Derby site by its subsidiary company, the Derby Conference Centre Limited.
36. Share capital

2022 2021
Allotted, issued and fully paid – ordinary shares of 1p each: £’000 £’000
As at 1 January 14,643,707 shares (2021: 14,643,707 shares) 146 146
As at 31 December 14,643,707 shares (2021: 14,643,707 shares) 146 146
Share options
Details of share options and the share-based payment charge calculation are set out in note 7.
37. Pension commitments

The Company operates a defined contribution pension scheme, the assets of which are held separately from those of the
Company in an independently administered fund. Included in other creditors were £7,263 (2021: £7,164) of outstanding
contributions.
38. Post reporting date events

There have been no significant events to report since the reporting date.
Page | 64
Shareholder information
Directors and advisers
Directors Registered office

W J C Douie The Derby Conference Centre
A M Pendlebury London Road
S L Dye Derby
DE24 8UX
Company secretary
S L Dye Solicitor
Gowling WLG (UK) LLP
Nominated adviser 4 More London Riverside
Spark Advisory Partners London
5 St John’s Lane SE1 2AU
London
EC1M 4BH Broker
Panmure Gordon (UK) Limited
Banker 40 Gracechurch Street
HSBC Plc London
1 St Peters Street EC3V 0BT
Derby
DE1 2AE Registrar
Computershare Investor Services Plc
Auditor The Pavilions
Cooper Parry Group Limited Bridgwater Road
Sky View Bristol
Argosy Road BS13 8AE
East Midlands Airport
Castle Donington
Derby
DE74 2SA
Page | 65
RTC Group Plc
The Derby Conference Centre
London Road
Derby
DE24 8UX
T: 01332 861842
E: [email protected]
www.rtcgroupplc.co.uk

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2022

for the year ended 31 December 2022

Group revenue EBITDA* Basic EPS

*refer key performance indicators section for calculation.

Group at a glance ATA provide high-quality technical recruitment solutions to the

• latest RNS releases; and

RTC Group Plc Annual Report 2022 | Stock Code: RTC

I am pleased to present the final report for the year. Outlook

Chief Executive’s operational and strategic review

Overview alongside and within our clients’ businesses our technology

Chief Executive’s operational and strategic review

Chief Executive’s operational and strategic review

The Board of directors could not be prouder of the collective

Joint bids on Shared clients

Key performance indicators

Revenue (£m) Gross profit (£m) EBITDA (£m)

£71.9m £11.8m £0.6m

2022 2021 2020 2022 2021 2020 2022 2021 2020

£(0.2)m £(0.05)m 0.5

-0.2 2021 2020

No dividends have been paid or

£6.2m (2.45)p 2022.

EBITDA is earnings before interest, tax,

-2.45 2021 2020

2022 2021 2020 2022

The economic cycle and economic Credit risk

Loss of key customers Compliance risks

Reliance on technology Climate change

Finance Director’s report

Financial highlights International

Ganymede Rail had a challenging year, severely impacted by Dividends

Finance Director’s report

In assessing the risks related to the continued availability of

Section 172 statement

Decision Actions Stakeholder Groups considered

Consideration was given to suppliers around

Consideration was given to customer and supplier

Section 172 statement

Stakeholders and stakeholder Impact on the community and the

Employee engagement and involvement Anti-bribery and corruption

Carbon emissions As well as the continued utilisation of Lightfoot telemetry in

The Group’s carbon emissions and energy usage were as follows:

2022 2021 2022 2021

Directors’ indemnities In assessing the risks related to the continued availability of

By order of the Board

Corporate governance statement

Corporate governance statement

Audit committee report

Audit committee responsibilities • Budgetary process

Audit committee membership • Authorisation procedures

• Identification of business risks

Policy on executive directors’ remuneration Awards under the LTIP

Executive directors’ remuneration Annual growth in fully Proportion of award vesting

Performance related bonuses Non-executive directors’ remuneration and

Independent auditor’s report to the members

Basis for opinion

Our approach to the audit

The key elements of our audit approach were as follows:

Independent auditor’s report to the members