Aquila Services Group PLC Annual Report 2021

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FY2021 Annual Report · Aquila Services Group PLC

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Aquila Services Group plc
Aquila Services Group plc
Aquila Services Group plc

Annual report and fi nancial statements
for the year ended 31 March 2021

Company Registration No. 08988813 (England and Wales)

Contents

Group Highlights

Corporate Structure

Aquila at a Glance

Chair’s Statement

Strategic Report

Directors’ Report

Corporate Governance Statement

Directors’ Remuneration Report

Statement of Directors’ Responsibilities

Independent Auditors’ Report to the Members

Consolidated Statement of Comprehensive Income

Consolidated Statement of Financial Position

Company Statement of Financial Position

Consolidated Statement of Changes in Equity

Company Statement of Changes in Equity

Consolidated Statement of Cash Flow

Company Statement of Cash Flow

Notes to the Financial Statements

Notice of Annual General Meeting

Notice of Anunual General Meeting Notes

Directors and Advisors

Group Highlights

Our Purpose
•

To make a better, more sustainable, and socially responsible world.

Our Vision
•
•
•

To have a direct beneficial impact on communities and lives in the UK and beyond.
To offer staff the opportunity to inspire positive change in an environment with a strong social focus.
To provide investors the opportunity of supporting an organisation that combines strong performance with a positive
social outcome.

Our Culture and Values
• We Collaborate – working together to succeed together.
• We Innovate – we challenge the norm.
• We Care – we go the extra mile.

What We Do
Our work helps our clients to develop a response to a changing world and make a positive difference to the communities
in which they operate. We work throughout the UK and internationally with clients across housing and regeneration, sport
and education, charity and government sectors.

Financial Highlights
For the year ended 31 March 2021.

Revenue
£7,642k

(2020: £7,963k)

Gross profit
£1,640k

(2020: £1,752k)

Gross profit margin
21%

(2020: 22%)

Page

Underlying operating profit*
£614k

Statutory profit after tax
£187k

Statutory earnings per share
0.48p

(2020: £468k)

(2020: £126k)

(2020: 0.35p)

Cash generated by operations
£930k

(2020: £230k)

Cash balances
£2,127k

(2020: £828k)

Total dividend payable
0.55p per share

(2020: 0.30p)

*Underlying operating profit is calculated by adjusting the reported pre-tax profit for; profit/(loss) on disposals,
restructuring costs related to COVID-19, share-based payment charges, acquisition costs, share of profits from
associate companies and impairments of investments.

Dividend
The Directors propose a final dividend of 0.4p per share (2020: Nil). This will be paid on 2 August 2021 to shareholders on
the register at 16 July 2021.

AssetCore – 5.3% equity holding
AssetCore is a digital financial
debt management platform for the
affordable housing sector. Due to the
difficulty of demonstrating the system
during the pandemic the directors
have taken the precaution of making
an impairment charge as it is not
known how long it will take to sign up
new users.

Corporate Structure

The corporate structure of the organisation and the Directors of the subsidiary boards are shown below.

Aquila Services Group plc
“Aquila”
Derek Joseph (Executive Chair)
Claire Banks (Finance Director & Co Sec)
Fiona Underwood (Executive Director)
Richard Wollenberg (Non-Executive)

Altair Consultancy and Advisory
Services Ltd
“Altair”
Directors:
Fiona Underwood (CEO)
Claire Banks
Michael Appleby
Cathy Beazley
Matt Carroll
Jim Lashmar
Chris Wood

Aquila Treasury and Finance
Solutions Ltd
“ATFS”
Directors:
David Mairs (CEO)
Claire Banks
Chris Wood

Oaks Consultancy Ltd
“Oaks”
Directors:
Adam Walker (CEO)
Claire Banks
Rahul Bissoonauth
Luke Southall

Within the year of reporting the Group set up two employee led “groups” with representation across the Aquila Group to focus
activities on the environment and sustainability and equality, diversity and inclusion. The composition of these groups is set out
below.

Green Group

Michael Appleby
Milly Clarke
Annie Grey
Jennifer Rolison
Amy Russell
Jess Shepherdson
Darren Smith
Becky Warne
Joanna Williams

EDI Group

Claire Banks
Cassidy Curls
Christine Lamberth-Williams
Will Morley
Alex Neate
Natasha Raj
Jennifer Rolison
Beth Sadler
Mihir Shah
Luke Southall
Jagjeet Tiwana

Aquila at a Glance

Aquila Services Group plc (‘the
Company’) is the holding company
for Altair Consultancy and Advisory
Services Ltd (‘Altair’), Aquila Treasury
and Financial Solutions Ltd (‘ATFS’)
and Oaks Consultancy Ltd (‘Oaks’)
which form the group (‘the Group’).

The Group continues to implement its
business strategy to encompass all
the professional consultancy services
that the Group’s client base demands.
The Group now provides advice
and support across the affordable
housing, regeneration, sport and
education sectors. Its purpose is
to assist organisations that benefit
local communities such as housing
associations, local authorities,
government agencies, multi-academy
trusts, other non-profit organisations
and those set up for community
benefit, as well as providing related
high-level business advice to the
commercial property sector.

Group Members
Altair Consultancy and Advisory
Services Ltd
Altair is a specialist management
consultancy company that works with
organisations that govern, manage,
regulate or build housing. Operating
within the UK and Europe, its
international client base is increasing
with expansion in Africa and Asia.

The services that Altair offers
cover housing development and
regeneration, property asset
management, health and safety
compliance and building safety
advice, strategic financial advice,
governance and risk management,
executive and non-executive
recruitment. Our ITC and digital,
transformation and people services
are an area of investment and growth.

Clients contract with Altair on a fixed-
fee basis, through retained contracts
in our finance, governance and
transformation business streams, and
interim placements for members of the
property team at client sites.

Aquila Treasury and Financial
Solutions Ltd
ATFS is a specialist treasury
management consultancy authorised
and regulated by the Financial
Conduct Authority that operates
across the UK and Europe. It provides
advice on treasury policy and
strategy, debt and capital market
finance, banking and card merchant
services, value for money, and
financial market information services
to local authorities, charities, housing
associations, education bodies,
private sector housing providers and
government bodies.

Work is delivered through fixed price
contracts as retained general treasury
advisers and information subscription
agreements. Specific advisory project
contracts are on a fixed fee basis,
won through competitive procurement
tenders, payable on agreed project
milestones.

Oaks Consultancy Limited
Oaks is a specialist sports, charity,
statutory and education consultancy
operating within the UK and Europe
with an increasing international
presence. Oaks’ clients include
national and international sports
teams and governing bodies, national
and international charities, statutory
organisations and local authorities,
multi academy trusts and teaching
school alliances, housing associations
and corporate businesses.
Oaks provides consultancy advice
and guidance on strategy and
business planning, organisational
and cultural change programmes,
impact measurement, together
with implementation support in
relation to income generation
and diversification. Contracts are
delivered through a mix of fixed-fee
projects and retained contracts for
general advisory services.

Investments
3C Consultants Limited
During the year the Group sold its
25% shareholding in 3C Consultants
Limited under a share buyback
arrangement.

Chair’s Statement

Dear Shareholder,

I am pleased to present the annual
report and the financial statements
for the year to 31 March 2021. The
report is designed to provide both
an overview of the Group’s business
and achievements, as well as a
summary of the results for the year.
I hope shareholders will find it both
helpful and informative. If you would
like further information or wish to
discuss the work of the Group, please
do not hesitate to contact one of the
directors; details are given on page 2.

My letters to shareholders included in
last year’s final report and the interim
report for this year concentrated on
the actions we took to counter the
impact of the pandemic and increase
the financial resilience of the Group.
Looking back, I am pleased to report
that because we took timely and
appropriate decisions, the Group
has emerged with a stronger, more
resilient and agile business model and
increased reserves.

In global terms, the impact of the
pandemic is still ongoing. The pace of
economic recovery in the UK, the third
wave in Europe and the disastrous
effects being seen for some of our
international partners in Africa and
Asia mean we remain cautious.

At the interim stage, trading profits
were lower than the previous
comparable period, both from
lower turnover and the costs of
restructuring. I am pleased to report
the second half of the year had no
further disruptive events and trading
continued to improve. Turnover was
only slightly below previous years
and reported profits are higher after
restructuring costs and the impairment
of our investment in AssetCore. Cash
balances have significantly increased
and with a continuation of the uplift
in trading for the first few months of

this year, we are optimistic. The Group
is pleased to return to the dividend
list and its confidence has enabled
the proposed final dividend to be
recommended at a level reflecting
pre-pandemic trading.

Elsewhere in this report there is a
summary of trading for each of the
three businesses of the Group, so
here, I want to concentrate on the
opportunities to grow the existing
businesses, both organically and by
acquisitions.

Altair Consultancy and Advisory
Services Ltd (Altair) has four
major business streams. Property,
Governance and Financial Support,
Transformation and Change and
Altair International. Predominantly
the first three activities work for
a wide range of local authorities,
housing associations and charities
but with an increasing number of
commercial organisations mainly
operating in the UK housing sector.
Altair International’s major clients
are through multi-national agencies
such as the World Bank or specific
government agencies wanting
to support affordable housing
programmes and infrastructure
development in Africa and Asia.

For all activities the contracts
generated, mainly from existing
clients, have kept our team of
consultants working at full stretch.
With the impact of the pandemic on
travel, conferences and marketing,
the opportunity to grow the client
base has been restricted. We are
now actively looking to expand our
team of consultants and in particular
our range of expertise by identifying
disciplines that we do not currently
offer. We will do this by recruitment
and by acquisition, neither of which
will be easy and will take time.

The well-publicised demand for

specialists in fire safety and achieving
targets for decarbonisation of
residential accommodation has
meant these skills are in short supply.
To expand our team we will need to
both recruit and continue to train our
own. As the regulations governing
the organisations with which we work
get more complex, the skills that we
need are in higher demand. To make
the Group more attractive to new
recruits and to retain our existing
specialists, we have restructured our
remuneration packages to offer better
rewards and increased opportunities.

For Altair International, the restrictions
on travel which meant having to
manage projects either virtually or
through locally based contractors
have restricted being preferred
bidders for larger new opportunities.
As, hopefully, these restrictions begin
to lift then we will expand the team
and the product range.

During the year, we reviewed a limited
number of acquisition opportunities
none of which met our minimum
criteria. Often the expectations
of the acquisition price were well
beyond our valuation yet private
equity companies, who from our
perception had little experience of
the businesses, were willing to pay
significantly higher sums. There are
identified businesses in which we
would be interested and for which we
could provide opportunities for both
the owners and their consultants.
We expect that these opportunities
will become more available when
expectations of anticipated values
are more realistic.

Oaks Consultancy Ltd (Oaks) is
a consultancy that works mainly in
the education and sports sector but
is increasingly working with Altair
consultants to develop the offering in
both the health and housing sectors.
Clients include some of England’s

largest multi academy trusts, many of
the UK’s national governing bodies
of sport, community development
work for Premier League football
clubs and international strategic
planning an implementation for UEFA
and its 55 member associations. The
year under review was the first full
year within the Group and probably
suffered the most from the effects of
the pandemic with many of the sports
organisations significantly reducing
their activities or closing, similarly for
many in the education field. Despite
this, performance exceeded our
expectations and we are now looking
forward to a year of expansion.

Oaks is working on a number of
new products including providing
ongoing digital support for many of
its clients and ongoing assistance
as organisations strive to rebuild
their impact and finances following
a period of shutdown. For some
clients this may mean merging with
other organisations and we are now
developing templates and processes
to help these organisations manage
effectively in a more challenging
environment. This expansion will
be supported by a programme of
recruitment and we have started
looking for acquisitions that would
complement the range of skills and
client base.

Aquila Treasury and Finance
Solutions Ltd (ATFS) is our treasury
consultancy registered with the FCA.
Previously concentrating only on the
affordable housing sector, with our
latest acquisition we now provide
treasury and banking support within
the education sector. The education
sector was heavily impacted by the
pandemic and the temporary closure
of many educational establishments
resulted in a more challenging year
for ATFS.

The current financial year will focus

on our planned succession within
the company and the development
of further products specific to the
education sector. The programme
of recruitment and restructuring
has already started, with the aim of
completing the first phase by the half
year and the second phase by the end
of this financial year.

At the beginning of the Chairman’s
Statement last year, I invoked the old
Chinese greeting of ‘may you live in
interesting times’. Looking forward, we
see that we are well placed to grow
the business and its profitability. This
should benefit the support we provide
to our clients, the opportunities and
rewards for our employees and the
financial returns to our shareholders.
We are an incremental business and
these benefits are for the medium term
rather than a short term strategy.

We want our stakeholders to be
pleased to be involved with a group
that is striving for a better world,
whether this be from our business
in helping households have access
to better quality, affordable homes,
the ability to participate in sports,
receive a better education or have
improved access to health services.
We want this to be reflected in how we
operate so we are currently working
on programmes to reduce our carbon
footprint and ensure that the diversity
and opportunities for those we employ
and recruit reflect both the need
for an equal society and address
inequalities. On Page 6 we introduce
our staff groups, Green and EDI,
reviewing ways we can improve our
methods of working to minimise our
carbon footprint and for recruitment,
management and employment
procedures to encourage equality,
diversity and inclusion.

As a result of the restructuring, I
accepted, on a temporary basis
the role of Executive Chair. Fiona

Underwood as the Chief Executive of
Altair worked with me to coordinate
activities at Group level. I am pleased
to formally announce that Fiona has
accepted the role of Group Managing
Director and I will relinquish much of
my executive responsibilities.

To concentrate efforts on managing
the operational responsibilities of
the Group, the subsidiary boards
membership were restructured to
be executive-led. This puts more
responsibility on Group board
to provide wider experience and
strategic guidance. We are currently
reviewing options to add relevant
skills and experience and also with an
eye on our succession requirements.

Typically the Group Chair ends the
report by singling out individuals who
have made important contributions
during the year. For the year under
review, this is an impossible task. All
have contributed over and above the
call of duty and turned what could
have been a year of challenge to a
year of success.

What I will do is personally thank
my fellow Group board members
who work with me. They also put in
untiring efforts and were always able
to provide an air of optimism which I
appreciated.

Let’s now look forward with
confidence to keeping the growth
of the business on track and for
everybody involved, whether clients,
employees or investors, to be proud
and supportive of the Group’s
achievements.

Derek Joseph - Chair
23 June 2021

Strategic Report

Strategy and objectives
Aquila Services Group (Aquila) has a bold purpose to ‘make a better, more sustainable and socially responsible world’.
We achieve this by being a consultancy group which provides professional support services to socially focused sectors in
the UK and internationally.

Our purpose is core to what we want to be across the group:
• We want our subsidiaries to have a direct beneficial impact on communities and lives in the UK and beyond.
• We want to offer staff the opportunity to inspire positive change in an environment with a strong social focus.
• And we want to provide investors the opportunity of supporting an organisation that combines strong performance

with a positive social outcome.

Our work helps our clients to develop a response to a changing world and make a positive difference to the communities
in which they operate. At present we work with clients across housing and regeneration, sport and education, charity and
government sectors. We work across the UK and increasingly internationally.

Our business as at 31 March 2021

Corporate Governance
The revised UK Corporate Governance Code (‘2018 Code’) was published in July 2018 and applies to accounting
periods beginning on or after January 1, 2019. The Companies (Miscellaneous Reporting) Regulations 2018 (‘2018 MRR’)
require directors to explain how they considered the interests of key stakeholders and the broader matters set out in
section 172(1) (A) to (F) of the Companies Act 2006 (‘S172’) when performing their duty to promote the success of the
Company under S172. This includes considering the interest of other stakeholders which will have an impact on the long-
term success of the company.

This S172 statement explains how the Group and in particular the board:
•
•

has engaged with key stakeholders; and
has reached key decisions and the likely impact of those decisions, including how it has taken account of the
company’s stakeholders in doing so during the financial year.

The S172 statement focuses on matters of strategic importance to the Group, and the level of information disclosed is
consistent with the size and the complexity of the business.

S172(1) (A) “The likely consequences of any decision in the long term”
The Group board reviews all relevant information and possible scenarios to consider the implications of any decision
made to ensure there is no adverse impact on the future business or stakeholders of the Group and that the strategic
aims and objectives of the Group can be achieved. Our longer-term planning coming out of the pandemic reflects our
approach.

S172(1) (B) “The interest of the company’s employees”
The following table sets out how the Company considers the interests of the employees.

S172(1) (C) “The need to foster the company’s business relationships with suppliers, customers and others;”
The following table sets out how the Company considers the interests of investors and customers.

Aquila Services Group plc
“Aquila”

EDI and Green Group

Why they matter to us

Altair Consultancy and
Advisory Services Ltd
‘Altair’

Aquila Treasury and
Finance Solutions and
‘ATFS’

Oaks Consultancy Ltd
‘Oaks’

Aquila delivers work to clients through key subsidiaries, each of which has a core market and service focus:

• Altair provides support for affordable housing and government bodies through the development, growth,

management, governance, and operation of organisations, and the improvement of services to housing customers.

• ATFS is registered with the Financial Conduct Authority and provides advice to the affordable housing and

education sectors on treasury and funding solutions.

• Oaks works with clients in the sport and education sectors focused on strategy, business planning and income

generation activities.

Within the year of reporting the Group has set up two employee led groups with representation across the Aquila Group.
The aim is to focus activities on the environment and sustainability, equality, diversity and inclusion and promoting these
initiatives amongst colleagues, making Aquila an attractive employer to work for.

Green Group
The objective of the Green Group is to reduce the Group’s environmental impact, to maintain Carbon Neutral Plus status
and develop further initiatives to mitigate the Group’s impact on the environment.

EDI Group
The purpose of the Equality Diversity and Inclusion (EDI) Group is to drive the EDI agenda across subsidiaries including
developing frameworks and raising awareness for the implementation of a range of initiatives to foster a culture of
equality, diversity and inclusion at Aquila.

Further information about, and activities within the groups, is available on the website.

Investors

Employees

Customers

Providers of capital
and therefore growth
opportunities

A significant
proportion of
shareholders are also
employees

Key resource of talent
providing solutions
and innovative product
development to assist clients

Our clients provide services
that help in making a better,
more sustainable, and socially
responsible world

Critical in achieving the
Group’s objectives

The aim of the Group is to assist
clients in achieving this

To offer employees the
opportunity to work in an
environment that has a
positive social impact

They are the Group’s main source
of revenue

What matters to them

Return on investment

Recognition and reward

Quality and value for money.

Longevity of the
business

Interesting work and strong
client relationships

Strong culture and values

Personal and career
development

Sound advice

Strong relationships with the
Group’s employees

Type of engagement

Stock Exchange
announcements and
press releases

Annual reports

Meetings with
investors

Regular staff surveys

Direct engagement with clients

Regular use of different media
forums to inform and listen

Access to innovation fund for
product development

How the board engages

Board attendance at
the AGM

Attendance at staff
conferences

Regular communication via
publications, and e-bulletins.

Non-executive
director meetings

Regular webinar updates and
communications

Customer satisfaction survey

Strategic Report (continued)

Investors

Employees Customers

How they influence
board-making decisions

Investors’ opinions are
taken into account
when considering
future policy.

Investment in new product
development.

Customer insight may lead
to research and product
development opportunities.

Following a request
from employees via staff
surveys, the board actively
encouraged the setting up of
the two employee led groups.
They report their activity to the
Group’s board and employees
bi-annually, and regularly
throughout the year with
Group wide initiatives.

Innovation fund outcomes are
reviewed by the board which
may lead to further investment
and/or product launch.

S172(1) (D) “The impact of the company’s operation on the community and the environment”
The Group is committed to making a better, more sustainable and socially responsible world.

The board listened to the employees and the ‘Green Group’ was created as an employee-led group, with representation from
across Aquila Group and its subsidiaries.

The Green Group has responsibility for driving Aquila’s approach to being a climate conscious organisation. During the year the
Group achieved Carbon Neutral Plus status.

S172(1) (E) “The desirability of the company maintaining a reputation for high standards of business conduct”
The Group provides professional support services to socially focused sectors in the UK and internationally, and always aims to
deliver exceptional standards of service and conduct and remain market leaders in our sectors.

Our purpose, culture, values and quality assurance framework dictate the standards that are maintained by our employees.

S172(1) (F) “The need to act fairly between members of the company”
The Group board considers all relevant information taking into account the impact on all stakeholders before adopting the best
course of action to enable delivery of the Group’s strategy.

The board listened to the employees and the ‘EDI Group’ was created as an employee-led group, with representation from
across Aquila Group and its subsidiaries.

The EDI Group has responsibility for driving Aquila’s approach on equality, diversity and inclusion ensuring all employees are
treated fairly. We also ensure that our recruitment and succession planning aims to increase the diversity of the Group.

Business environment
Trends and factors
This financial year has been one
where the impact of the pandemic
was unknown in March and the
first lockdown caused significant
turbulence across the economy and
for all businesses as working patterns
had to be changed immediately
and for some, shut completely. That
turbulence has continued throughout
the year and the Group saw an impact
in the first half across all parts of its
business. Clients within the housing
and sports sectors increased their
commissioning in the third quarter
and with educational establishments
reopening at the end of quarter four
all parts of the Group returned to
almost pre-pandemic levels.

The offices, inline with Government
guidelines, remained closed for the
majority of the year and all colleagues
worked from home. We expect to
return to the offices in quarter one of
financial year 2021-2022 in a phased
way and we anticipate that there will
be travel to client sites from quarter
two onwards.

As with our national clients, our
work with our international clients
continued virtually as international
borders closed and have remained
so all year. International aid efforts
focused on COVID-19 and as a
consequence, opportunities reduced
significantly. This is starting to
reverse and the need for assistance
in developing affordable housing
products in Africa and Asia is
returning.

The Brexit transition period ended on
31 December 2020 and the previously
expected impact in the sectors
that the Group operates in has not
been seen. This is due to the impact
of COVID-19 and that businesses
were not operating as ‘normal’.
The increase in the unemployment
statistics has meant that for some
sectors, such as care, recruiting has
not been as difficult as in previous
years.

Within the housing sector there
have been a number of changes to
government policy that has affected
clients within Altair. The Grenfell

tragedy continues to influence
how the sector operates and this is
evidenced through the Social Housing
White Paper – ‘The Charter for
Social Housing Residents’, proposed
legislation on building safety and
planning all aimed at increasing the
safety of social housing residents and
ensuring that their voices are heard.
The Group has responded to these
changes, introducing new products
and services and strengthening the
team that advises on building safety,
specifically assisting clients that own
high-rise buildings with ACM or similar
cladding materials.

The following case studies show
work across the Group

Altair - Rwanda Green City Project
The Challenge
Rwanda Green Fund (FONERWA),
the environmental agency of the
Rwandan government, funded by
KFW, the Development Bank of
the German government needed
help to undertake a housing and
mortgage market sector analysis
and financial modelling for the first
green city project in Africa. Covering
640 hectares the ‘green city’ project
in Kigali is a mixed-use scheme that
would provide over 50,000 homes,
industrial, commercial and other
green initiatives.

Our Assistance
Altair, with its joint venture partner
Sweco, is responsible for reviewing
the Rwandan housing and mortgage
sectors, identifying housing finance
options to raise long term capital to
fund affordable housing, preparing
the business planning, undertaking
the project financial modelling,
advising on an appropriate legal
entity to oversee the development and
management of the first phase, the
procurement method to use and the
preparation of an investor prospectus
for a green finance bond.

Results
Altair has provided an accurate
review of the housing and mortgage
sectors, evaluated housing finance
options and undertaken market
demand for residential, commercial
and industrial uses. Altair also
prepared the business and financial

plan, identified development vehicle
options, reviewed the legal and
regulatory framework, designed
different tenure options to enable
low income groups to access quality
affordable housing and provided
recommendations all contained in the
Mid Term feasibility report.

Altair has contributed to the final
feasibility report and has assisted
the client to set up the first not for
profit distributing development
company called Green City Kigali
Ltd. We are assisting the company
develop its business plan, policies and
procedures including governance
structures.

Finally, Altair will assist the
preparation of investment prospectus
and Green Climate Fund application
in due course.

Olu Olanrewaju - Director Altair

Altair - Hackitt Review Response-
Digital Record and Golden Thread
Altair worked with Peabody, part of
the Early Adopters Group, to help aid
their response to the Hackitt Review
recommendations.

The project initially commenced
with the production of a Digital
Record of Building Information. Altair
produced a strategy for capturing
and storing relevant building safety
data and records in preparation
for the impending Building Safety
Case requirement. Altair deployed
a team to implement this strategy,
collating this information centrally
and working with the client’s chosen
asset data holding system to format
this data for upload. This project led
to further commissions in programme
management of re-cladding
schemes. These included working
up a number of re-cladding projects
to contract and providing advice on
the approach to the governance,
prioritisation and delivery of the
remediation programme in line with
changing legislation and guidance.

Matt Carroll - Board Director Altair

Strategic Report (continued)

Altair - IT Target Operating Model
Altair engaged with a mid-sized
housing association in October 2020
with an initial engagement to develop
a new IT service Target Operating
Model (TOM). The work included:

• A business wide consultation

exercise to understand how well
the business was being served
by the IT service - this included
engagement with a wide range
of internal stakeholders, a review
of key processes, benchmarking
of the current service and
discussions with external partners
to develop a detailed appraisal
of the ‘as-is’ state of the service.
• Development of a new modern IT

•

TOM for the service.
Identification and delivery of a
range of ‘quick wins’ which we
facilitated during the project.

• Development of a new IT team

structure, introducing new teams
and roles supported by a skills
audit of the existing team.
• Development of a new IT/

digital strategy building upon
work already implemented
but stretching the business to
consider a whole range of new
digital activities.
Support on the development
of a systems and infrastructure
architecture – including
consultation with suppliers and
business users.

•

A key part of the TOM was to rebuild
and strengthen the relationship
between the IT service and the wider
business. Alongside the strategic
work we were undertaking, we
also provided an interim Project
Management Lead to provide an
experienced interface between the IT
service and the newly formed Project
Management Office. This enabled
stronger working relationships

to be developed and resulted in
the creation of an overarching
programme plan for IT related
projects.

Throughout the project we also
continued to provide strategic
and critical friend support to the
Executive Team and other leaders
in the business in a wide range of
technology related areas. After the
initial work on developing the new
TOM, completed in February 2021, we
have continued to provide support on
the implementation of the new IT TOM.

Michael Appleby – Board Director
Altair

Oaks - Sporting Equals
Originally formed in 1998 through a
partnership between Sport England
and the Commission for Racial
Equality, Sporting Equals are a
national race equality charity who
have set about fighting inequality,
challenging attitudes and offering
opportunities to underrepresented
communities, particularly those from
Black and South Asian communities.

In the immediate aftermath of the first
lockdown in March 2020, Sporting
Equals supported their network of
over 5,000 local, community-led
groups to mitigate the impacts
of the pandemic in areas of high
ethnic diversity; providing food aid,
medical aid, hygiene awareness,
welfare checks and hundreds of
other interventions. Feedback from
ongoing consultation with these local
organisations indicated that they
were extremely concerned about
their financial position and ability
to continue delivering vital services,
with several being forced to close
permanently. Working with Sporting
Equals, Oaks undertook a review of
their organisational needs and built

a partnership with Comic Relief and
the National Emergencies Trust that
resulted in the release of significant
investment to this network throughout
2020 and a supporting capacity
building programme focussed on
immediate financial planning, access
to government funding, and long-term
sustainability planning.

In early 2021, Oaks again supported
Sporting Equals to launch new
partnerships with Sport England and
Peloton to support the recovery of
Black and South Asian communities,
securing further investment into
national sport and physical activity
interventions that will be delivered
by community-led groups across the
country to help mitigate the health
impact of the pandemic. Looking
forward, together with Sporting
Equals, Oaks is in the process
of developing and launching a
Sustainability Accelerator to help a
cohort of community organisations
serving ethnically diverse communities
to build their skills, structures and
capacity to receive more sustainable
and diversified investment.

Rahul Bissoonauth - Board Director
Oaks

ATFS - Top 100 Charity
Our client was a Top 100 charity,
providing housing for those with
learning disabilities. Here at ATFS
we reviewed the commercial terms
of a proposed agreement to act as
delivery agent for a social impact
fund. We assessed associated risks,
reviewed board presentations and
interviewed executive staff to verify
that internal risk assessment was
rigorous, and assessed the credential
and standing of the social impact
fund.

We gained an outcome of an

independent view of the risks of the
transaction and we highlighted any
issues for the board that had not
already been identified.

Richard Leighton - Director ATFS

More information on all case studies is
available on the Group’s website.

Principal risks and uncertainties
The principal risks currently faced by
the Group are:

Financial risk
The main financial risks arising from
the Group’s activities are credit risk,
foreign currency risk, interest rate
risk and liquidity, details of which can
be found in note 24 to the Financial
Statements.

Unfavourable economic conditions
and/or changes to government
policy

The impact of COVID-19 will affect
the macro-economic environment
for some time, although the stimulus
provided by the government has
helped businesses during the last
year. The sectors that the Group
operates within may see a reduction
in business as clients spending
on consultancy is curtailed. Local
authorities continue to see significant
pressure on budgets and may
stop all consultancy contracts or
commissioning work.

The Group mitigates these risks by
ensuring that each subsidiary has
diversity across its client base, not
relying on any one client or group of
clients.
Changes to government policy may
adversely affect the Group. The

Group ensures that it is aware of
the impact of these changes and
adapts its products and services to
proactively respond to this risk.

The implementation of IR35 within the
interim market was implemented on 1
April 2021. The Group has changed
the way it works with clients although
IR35 will continue to affect this part of
the business.

COVID-19
The return to normal business may
take longer than anticipated and the
possibility of continued disruption
and/or further waves could mean that
procurement and commissioning of
projects is delayed or cancelled.

Competition
Increased competition in the market
continues to pose a risk to all
companies within the Group.

Staff skills, retention, recruitment
and succession
As the Group is a people-based
business, a significant risk is the
recruitment and retention of talent.
The Group has implemented
succession plans within the year to
mitigate this risk.

Data governance
The increase of cyber-attacks and
the loss of data is a serious risk that
is monitored closely. The Group
complies with all relevant legislation
and has invested in updated systems,
security and training during the year
and will commit to having Cyber
Essential Plus status within the coming
year.

Mitigations of risk
The Group seeks to mitigate all these
risks through ensuring that it monitors
changes in statutory, regulatory and
financial requirements and maintains
good relationships with its clients,
principal contacts within government,
regulators and other key influencers
within the sector.

The Group is well placed to provide
the full range of services needed by
its clients as the external environment
changes and the UK unlocks further
from the pandemic. Our international
work will continue to be impacted due
to international travel restrictions. It is
hoped these will ease during the year.

Environment
As part of the Group’s overall purpose
of ‘Making a better, more sustainable,
socially responsible world’ the need
to tackle the wider climate emergency
has been a focus and as a result
Aquila has achieved Carbon Neutral
Plus status within the year.

Further information is on the website.

Corporate and social responsibility
The Group recognises that we have a
responsibility to ensure the impact of
our business is positive. The Groups
Corporate Social Responsibility
policy can be seen on the website.

The Group has adopted policies
to ensure that in all work across the
Group and its subsidiaries the impact
of human rights, anti-corruption and
anti-bribery matters are considered.

Strategic Report (continued)

Corporate and social responsibility
(continued)
The Groups subsidiaries provide pro-
bono work and activities to identified
charities throughout the year
Examples include advice provided to
a charity promoting diversity within the
housing sector.

In 2020 Oaks staff chose to continue
to support local charity Noah’s Star
for a second year, an organisation
which allows parents to spend quality
time with their sick and preterm babies
without having to worry about their
other children. Pre-pandemic, Noah’s
Star ran sibling support groups at
Birmingham Women’s and New Cross
Hospitals, providing areas for children
to play, and activities to occupy them
whilst their parents spend time with
their unwell child. They also ran a
variety of services for the parents
and facilitated peer-to-peer support
opportunities.

The pandemic has had a huge effect
on families of premature babies and
their siblings. With severe restrictions
in place on the neonatal units and
siblings being unable to come to
hospital, parents have had to choose
which child to spend time with and
have had to cope alone at hospital
for days and hours on end. Being
the amazing organisation they are,
Noah’s Star adapted incredibly well,
translating their support services
online, offering virtual playgroups
for families to attend, as well as
organising wellbeing sessions for
parents to attend free of charge.
They also launched a new counselling
service for young people to help

support them through a whole range
of issues brought on not only by their
family situation, but the pandemic as
well.

Whilst the ability to actively fundraise
through face-to-face events has been
challenging, to support this charity

Oaks has raised much needed funds,
which in addition to the pro-bono
support achieved circa £8,000.
Highlights in 20/21 include:

•

Supported Noah’s Star with their
charity application to the Charity
Commission

• An individual staff member raised

over £2,600 through the Hockey
Club

• Donation of a range of Christmas
gifts for the volunteers who have
continued to support families
virtually throughout the pandemic
Raised over £6,500 from grant
applications

•

Business performance and
position
Altair
This year has been one where the
way we work has been altered
dramatically with the restrictions
of COVID-19. The team adapted
extremely well to working from home
and we have continued to operate
in this way throughout the year. Our
investment in IT has ensured that
the transition went smoothly and
our communication with clients was
unaffected. We will continue this way
of working until the restrictions lift and
our clients are meeting consultants
in person once more. We recognise
that the changes we have made to the

way we work will continue and in many
cases we will not have to travel which
in turn will help us in our objective of
reducing our carbon footprint and
retain our carbon neutral status.

The year saw changing demands
on the consultancy business. We
restructured at the start of the year
to ensure we were as resilient as we
could be as we entered the unknown
of a global pandemic. Six colleagues
left the business through redundancy
and a further three were placed on
furlough in April, returning full time
at the beginning of August. The first
three months of the financial year
saw a slowdown in commissioning of
new projects as clients focused on
moving to their new ways of working, a
significant shift for many.

Our international business was
most affected as the pandemic
continued and it is only in the last few
months of the year that business has
begun to return and we have been
awarded two major contracts with
the World Bank working in Kenya and
Cameroon. We continue to work with
our partners SWECO on the Green
City Project in Rwanda and have also
undertaken work for InfraCo during
the year. Whilst we cannot travel to
see our clients we conduct business
virtually and we look forward to the
future when transacting business will
be ‘in-person’.

During the year we focused on
our core services: our property
team, whilst continuing to work with
housing associations nationwide
also increased working with local
authorities assisting to develop

regeneration strategies for town
centres, which will be so important
in a post-COVID era. Our technical
assets team has been strengthened
to respond to the growing work
with London housing providers as
they deal with re-cladding issues
post-Grenfell and implementing
the policies coming from the Hackitt
Review. Our governance, finance
and risk work picked up after a quiet
first quarter and we successfully
launched two new digital products
to assist housing providers and to
streamline our services. We also
took the opportunity to develop our
transformation and change service
and in the last quarter we recruited
a Director of ITC and digital to work
alongside colleagues delivering
transformation services to the sector.
We have further strengthened our
offering with the recruitment of
a Director of HR to complete our
Change, People and IT service which
won a number of significant contracts
in the last three months of the financial
year.

As we were working differently we
increased our communications with
clients and held a series of round
table events and webinars so people
could share their experiences and
practices as we continued through
lockdown.

The action we took at the beginning
of the year, although difficult, has
allowed us to plan for further growth
in the coming year.

unprecedent impact of COVID-19
and, at the same time, integrating our
new education sector team following
the acquisition of the trade and assets
of Finalysis last year. In response to
COVID-19 we adopted home based
working across the company and were
able to retain all staff with none on
furlough.

The education and housing sectors
were impacted by lockdown
differently, with education
experiencing deferred and
delayed consultancy projects.
Cancellation of major conferences
in the education sector frustrated
business development and marketing,
but we maintained the company’s
profile by using webinars and other
digital opportunities. Housing was
affected to a much lesser degree.
This, together with work in the
local authority sector and on other
specialised advisory assignments
enabled us to diversify and focus
on our historic core business which
underpinned performance for the
year.

The coming year will be one of
consolidation. We will implement
succession plans, re-brand the
company having integrated the
recently acquired education team
and will undertake further product
development, particularly in the
education sector. We will also
continue to build diversification from
local authority and other specialised
project advisory activity.

ATFS
This year was challenging due to the

Oaks
Despite the many challenges

associated with COVID-19, Oaks
maintained a consistent and
positive progression. Domestically,
they strengthened their position in
both education and sport; a point
emphasised by record levels of client
retention and the securing of new
high-profile partnerships across
both sectors. Whilst a relatively new
sector, Oaks have built a positive
early reputation within social housing,
particularly in the area of community
investment. Oaks also continued to
demonstrate agility by taking their
strategic planning approach into
the health sector, supporting the
Lincolnshire Clinical Commissioning
Group to develop and embed its
future strategy. On the international
stage Oaks continue to increase
their reach and influence. In addition
to a continued expansion in their
UEFA strategic planning remit, they
have recently been appointed as
a UEFA Strategic Development
Partner. Alongside this prestigious
partnership, Oaks have secured
commissions with the global sports
charity Laureus Sport for Good and
the European Clubs Association.

Although challenging, COVID-19
stimulated significant digital
innovation and created many new
ways of working, which will continue
into future operations.

Underlying operating profit
£614k

The measure
The increase/decrease in
underlying profit year on year.

Statutory profit after tax
£187k

Earnings per share
0.48p

The measure
The increase/decrease in
reported profit year-on-year.

The measure
The increase/decrease in EPS
year on year.

The target
To deliver sustainable growth in
underlaying operating profit.

The target
To deliver sustainable long term
growth in profit after tax.

The target
To deliver long term growth in EPS
to enhance Shareholder value.

Underlying operating profit
excludes costs and charges
relating to restructuring,
acquisition and share options.

Strategic Report (continued)

Key performance indicators

The Group tracks progress against its strategy by monitoring its key performance indicators (KPIs) regularly. These are
set out below:

Revenue

£7,642k

Gross profit

£1,640k

Gross profit margin

21%

The measure
Revenue growth is the increase/
in revenue year-on-
decrease
year.

The measure
Gross profit growth is the increase/
decrease in gross profit year-on-
year.

The measure
Gross profit margin growth is the
increase/decrease in margin year-
on-year.

The target
To deliver growth in revenue from
expansion both geographically
and by business stream.

The target
To deliver growth in profit across all
parts of the Group.

The target
To maintain strong gross profit
margins.

Underlying profit is shown as profit before share options charges, impairment of investments, acquisition costs, redundancy
costs and costs of reorganisation. The Group uses this as a performance measure of “operational profits” providing a clearer
measure year on year without the distortion of unusual items.

31 March 2021

31 March 2020

31 March 2019

Underlying operating profit

Share option charge

Restructuring costs relating to COVID-19

Impairment of investments

Acquisition costs

Operating profit

£000

614

(88)

(175)

(50)

301

£000

468

(105)

(186)

(51)

126

£000

724

(117)

607

Strategic Report (continued)

Key performance indicators (continued)

Turnover is split accross the different services as shown below.
The measure:
To track how income across the Group is generated

Geographic spread of income
The measure:
To track where income across the Group is generated
The target:
To increase income from international markets

Spread of income by sector
The measure:
To track income across the Group by sector
The target:
To increase market share in other sectors

Client numbers across the Group
479
The measure:
Increased client numbers year on year
The target:
To increase the number of clients that the Group deliver services to
Results:
The Group delivered services to 177 new clients in the year

Strategic Report (continued)

Key performance indicators (continued)

Client satisfaction
The measure:
To ensure all customers are satisfied with the services delivered across the Group. The Group included an additional
measure during the year under review where clients are able to identify exceptional service
The target:
To exceed client expectation in delivery of services

Employees
A split of our employees and directors by gender and ethnicity as at the end of the year is shown below:

The Group consults with its employees regularly through direct updates and during the year has conducted multiple surveys and
an annual review of staff; all results are reviewed and discussed by the directors and an action plan agreed and discussed with
all staff. The Group invests in training and developing its employees through both internal and external courses. During the year
under review this was unfortunately reduced due to COVID-19 restrictions.

The Group follows the legislative requirements set out in the Equality Act 2010 which covers all aspects of equality and diversity,
replacing previous legislation covering equal pay, sex, race and disability discrimination. The Group gives due consideration to
all applications and provides training and the opportunity for career development wherever possible. The board is also mindful
of the Human Rights Act 1998. Further work is being is done through the employee led EDI group holding the Board accountable
for its policies on equality and diversity.

Going concern basis
The Board updates its three-year business plan annually. This includes a review of the Company’s cash flows and other key
financial ratios over the period. These metrics are subject to sensitivity analysis which involves flexing a number of the main
assumptions underlying the forecast, both individually and in unison. Where appropriate, this analysis is carried out to evaluate
the potential impact of the company’s principal risks. The three-year review also makes certain assumptions about the normal
level of capital investment likely to occur and considers whether additional financing facilities will be required.

When COVID-19 struck before the beginning of the financial year under review the Directors took immediate action and as a
result a number of staff were made redundant, and some put on furlough. Cash balances were increased through the issue of
new equity. The Group took advantage of the VAT deferral scheme which is being paid back over 10 months. The Group has no
borrowings.

The Directors are confident that the Company remains strong and viable with adequate financial resources together with long
standing relationships with its clients and a diverse portfolio of contracts. The main costs to the business are staffing costs which
are monitored regularly to ensure profitability.

Based on the results of these analyses, continuous monitoring of the sales invoices, cash generation and cash balances, the
Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they
fall due in the next twelve months and over the three-year period of their assessment; thus they continue to adopt the going
concern basis of accounting in preparing the annual financial statements.

Approved by the Board and signed on its behalf.

Dr Fiona Underwood – Executive Director
23 June 2021

Directors’ Report

The Directors present their report and
consolidated financial statements for
the year ended 31 March 2021.

Aquila Services Group plc is
incorporated as a public limited
company and is registered in England
and Wales with the registered number
08988813. Details of the Company’s
issued share capital, together with
the details of the movements during
the year are shown in note 18. The
Company has one class Ordinary
share which carries no right to fixed
income. Each share carries the right
to one vote at general meetings of the
Company. Details of employee share
schemes are set out in note 21.

The Board’s assessment of the
performance of the Group, its future
developments and the principal risks
and uncertainties affecting the group,
together with the mitigating factors,
are presented in the Strategic report
on pages 6 to 19.

Principal activities
The principal activities of the Group
are the provision of specialist housing,
sport, educational and treasury
management consultancy services.
The principal activity of the Company
is that of a holding company which
manages the Group’s strategic
direction.

Results
The results for the Group for the year
ended 31 March 2021 are set out from
page 40.

Dividend
The directors propose a final dividend
of 0.4p per share for the year end
(2020: Nil). The total dividend for
the year was 0.55p per share (0.15p
was paid as an interim dividend in
December 2020) this compares to a
total dividend of 0.30p per share in
2020.

Directors
The following served as directors of the Company during the period or thereafter:

Derek Joseph

Executive Chair

Fiona Underwood

Executive Director

Claire Banks

Group Finance Director and
Company Secretary

Richard Wollenberg Non-Executive Director

Steven Douglas

Group Chief Executive

Resigned 7 April 2020

Substantial shareholdings
As at 31 March 2021, the Company was aware of the following notifiable interests in
its voting rights:

Number of
Ordinary shares

Percentage of
voting rights

Nature of
holding

Richard Wollenberg*

4,563,406

11.42%

Derek Joseph

3,545,408

Fiona Underwood**

3,479,440

Susan Kane

Chris Wood

3,279,440

3,182,440

Steven Douglas

2,913,435

Jeffrey Zitron

2,798,403

Matt Carroll

1,277,229

Hannah Breitschadel

1,307,229

Mark Walker

1,296,239

Adam Walker

1,248,176

8.87%

8.71%

8.21%

7.96%

7.29%

7.00%

3.20%

3.27%

3.24%

3.12%

Direct

*Includes shares held by immediate family members of Richard Wollenberg
**Includes shares held by persons closely associated with Fiona Underwood.
The Company is not aware of any changes to the above holdings between 31 March
2021 and the date of this report.

Auditor
Crowe U.K. LLP appointed as auditors
on 12 March 2019 have expressed
their willingness to remain in office
as auditor and, in accordance with
section 489 of the Companies Act
2006, a resolution that Crowe U.K. LLP
be re-appointed will be proposed at
the Annual General Meeting.

Auditor information
The Directors who held office at the
date of approval of the Report of the
Directors confirm that, so far as they
are each aware, there is no relevant
audit information of which the Group’s
auditor is unaware; and each Director
has taken all the steps that they ought
to have taken as a director to make
themselves aware of any relevant
audit information and to establish that
the Group’s auditor is aware of that
information.

Dr Fiona Underwood – Executive
Director
By order of the Board
23 June 2021

Corporate Governance Statement
The Directors’ Report incorporates the
Corporate Governance Statement
set out on pages 22 to 25.

Powers of Directors
Subject to the Company’s Articles of
Association, UK legislation and any
directions given by special resolution,
the business of the Company is
managed by the board of Directors.
Details of the matters reserved for the
board can be found in the Corporate
Governance Statement on pages 22
to 25.

Post balance sheet events
There are no post balance sheet
events.

Political donations
The Group/Company made no
political donations during the period.

Data protection
The Group/Company is compliant
with the Data Protection Act
1998 and the General Data
Protection Regulation (Regulation
(EU)2016/679).

Greenhouse gas emissions
The Group/Company has minimal
greenhouse gas emissions to report
from the operations of the Company
and its subsidiaries and does not
have responsibility for any other
emission producing sources under
the Companies Act 2006 (Strategic
Report and Directors’ Reports)
Regulations 2013. The Group
achieved Carbon Neutral Plus status
for the year ended March 2020, the
results of which are published on the
Company website.

Corporate Governance
Statement

The Corporate Governance
Statement forms part of the Directors’
Report and follows the FRC UK
Corporate Governance Code 2018
(“the FRC code”). A copy of the code
is available from the FRC website at
www.frc.org.uk.

The statement below, together
with the report on directors’
remuneration on page 26, explains
how the Company has observed
principles set out in the FRC Code
as relevant to the Company and
contains the information required by
section 7 of the Financial Conduct
Authority’s Disclosure Guidance and
Transparency Rules.

Where the Company has not been
able to comply with the FRC code an
explanation has been provided.

The Group Board is committed to
maintaining appropriate standards
of corporate governance. During
the financial year under review the
Board compared the FRC code with
the Quoted Companies Alliance
(QCA) Corporate Governance Code
in relation to the Group’s needs. On
the basis that the QCA code is better
suited to the size and the nature of the
Group, the board agreed to adopt the
QCA code for the year commencing
01 April 2021.

In compliance with S172 of Companies
Act 2006, the Board recognises the
importance of engagement with

its stakeholders and the link this
has to the long-term success of the
Group. Through the discussions,
presentations and reviews held at
the board meetings throughout the
year, the Board is able to ensure that
the Group maintains an effective
working relationship with a wide
range of stakeholders as well as its
shareholders. Updates from Directors
of the subsidiaries and senior leaders
across the Group provide the Board
with a greater understanding of the
operation of the Group.

At the date of the report the
composition of the boards can be
seen on page 2.

The Group commits to engage with
employees and will continue to create
further employee led groups as
required.

The structure of the board and
committees and their respective
responsibilities are detailed as
follows:

Board governance framework
At the date of this report the Board
comprises of: A chairman, two
Executive Directors and one Non-
Executive Director.

The Group Board has primary
responsibility for:

•

Providing leadership for the

Group

• Overseeing the overall strategic

•

development of the Group and
approving the strategy to achieve
the Group’s strategic aims
Setting the Group’s values and
standards
Ensuring effective governance
and risk management and that
the Group’s businesses act
ethically and that obligations to
Shareholders are understood
and met

• Delegating the management of
the day-to-day operation of the
business to the subsidiary boards

The Group board met eleven times
during the year.

Matters reserved to the Board
The Board has adopted a formal
schedule of matters specifically
reserved to it for decision-making.

A full schedule of matters reserved
for the Board’s decision along with
the Terms of Reference of the Board’s
principal committees can be found on
the Company’s website.

Audit Committee
The primary responsibilities of the
Audit Committee are to:

• Monitor the financial reporting
for the annual and half-yearly
reports, challenging where
necessary to ensure appropriate
accounting standards have been

•

met;
Review the internal controls and
risk management systems;
Review the compliance,
whistleblowing and fraud policies
for the organisation;

• Make recommendations to

the Board and shareholders
in relation to the appointment,
reappointment and removal of
the external auditors; and
• Meet regularly with the external
auditor, review and approve the
annual audit plan and review
the findings of the audit with the
external auditor.

The Audit Committee met three times
in the year. Its members are: Derek
Joseph, Richard Wollenberg and
Fiona Underwood.

Remuneration Committee
The primary responsibilities of the
Remuneration Committee are:

•

Setting the remuneration policy
for executive and non-executive
directors, including pension and
compensation payments. No-
one can be involved in their own
remuneration process;
Recommending and monitoring
the level and structure of senior
management remuneration;
Reviewing the ongoing relevance
of remuneration policy;
• Approving and determining
targets for any performance-
based pay schemes;
Ensuring contractual terms of

•

conjunction with Board meetings,
met several times during the financial
year. Its members are: Derek Joseph
and Richard Wollenberg.

Subsidiary Boards
The key responsibilities of the
subsidiary boards are to:

•

Be responsible for the day-to-
day management of the relevant
subsidiary

• Oversee the development and
implementation of the Group’s
strategy
Implementation of Group policies

•
• Monitor risks and ensure

mitigation strategies are in place

• Monitor financial and

operational performance of the
relevant subsidiary and other
specific matters delegated to
them by the Group Board.

Employee led groups

Green Group
Responsible for driving Aquila’s
sustainability agenda.

EDI Group
Responsible for driving Aquila’s
Equality, diversity and inclusion
agenda.

termination are fair; and

• Overseeing any major change in

employee benefits.

The Remuneration Committee met
twice during the year. Its members
are: Derek Joseph and Richard
Wollenberg. The report of the
Remuneration Committee is set out on
pages 26 to 32 of this report.

Nominations Committee
The primary responsibilities of the
nominations Committee are to:

•

Regularly review the structure,
size and composition (including
the skills, knowledge, experience
and diversity) of the board;
• Consider succession planning

•

for directors and other senior
executives;
Keep under review the
leadership needs of the
organisation, both executive and
non-executive;
Identify and nominate, for
the approval of the board,
candidates to fill the board
vacancies as and when they
arise; and
Evaluate the balance of skills,
knowledge, experience and
diversity on the board before
any appointment is made by the
board, and, in the light of this,
prepare a description of the role
and capabilities required for a
particular appointment.

The Nominations Committee, in

Corporate Governance
Statement (continued)

Attendance at Boards

Director

Board

Total
number of
meetings

Derek
Joseph

Richard
Wollenberg

Fiona
Underwood

Claire
Banks

Audit
Committee

Remuneration
Committee

Nominations
Committee

Board directors
The Board is aware that to ensure
compliance with the FRC code the
board should comprise at least
two independent directors. Due to
the impact of COVID-19 and the
subsequent departure of Steve
Douglas, Group CEO, on 7 April
2020 Derek Joseph took on the role
of Executive Chair, previously a
non-executive director. At the time
the Board agreed not to replace the
Group CEO.

The nominations committee has
reviewed and recommended to the
board the appointment of Fiona
Underwood who has assumed the
position of Group Managing Director.
The nominations committee continues
to review the composition of the
Group board and its succession plan.

As the Group’s non-executive

director, Richard Wollenberg acts as
a sounding board for the chair and as
an intermediary to other directors and
shareholders. Whilst Mr Wollenberg
is a major shareholder and therefore
not considered independent, he
continues to offer constructive
challenge, strategic guidance and
holds management to account.
During the year 2021-22 the Board is
planning to recruit an independent
Non-Executive director to the board.
Derek Joseph continues to assist the
Group in developing the international
business and is remunerated for these
consultancy services. In the year to
31st March 2021, these totalled £51k.
(2020: £24k).

Derek Joseph is a director of
AssetCore. Both Derek Joseph and
Richard Wollenberg are shareholders
of AssetCore, in which the Group has
a 5.3% shareholding.

Claire Banks was a board member of
3C Consultants Limited during the
time the Group held its investment
within the associate company and
resigned on 28 September 2020.

The Board meets regularly with senior
staff throughout the year to discuss
areas of operational performance,
trading outlook and growth
opportunities. This replaces the
requirements within The Code which
requires a director appointed from
the workforce or a formal advisory
workforce advisory panel.

Relations with shareholders
Presentations are given subject to
COVID restrictions to investors when
requested, normally following the
publication of the half year and full
year results, when interim and annual
reports are sent to all shareholders.
The results of such meetings are

•

keeping adequate accounting
records;
a schedule of matters reserved
for the approval of the Board;
and
evaluation, approval procedures
and risk assessment for
acquisitions.

The Board has considered the size of
the Group and the close involvement
of executive directors in the day-
to-day operations and deems the
internal audit function unnecessary.
The Board will continue to monitor this
situation.

The Group’s operations are
conducted in accordance with the
provisions of laws and regulations,
including compliance with the
provision of laws and regulations
central to the FCA.

discussed with board members. All
Directors are present at the Annual
General Meeting, which will currently
be held virtually.

Composition, succession and
evaluation
The work of board composition and
succession is undertaken by the
nominations committee.

During the year the Board intended
to make non-executive Board
appointments, however due to the
ongoing pandemic and restrictions in
place this was not possible and further
consideration will be given during the
year ended March 2022.

During the year ended 31 March 2021,
the Board did not undertake a board
evaluation.

Audit risk and internal control
The Audit Committee, which is chaired
by Richard Wollenberg, comprises
the Executive Chair, Non-Executive
Director and Executive Director
The Board is satisfied that Richard
Wollenberg has recent and relevant
financial experience to guide the
committee in its deliberations and that
Derek Joseph and Fiona Underwood
have the relevant sector experience.

The committee meet with the external
auditor to consider the results,
internal procedures and controls, and
matters raised by the auditor. The
Audit Committee considers auditor
independence and objectivity and the

effectiveness of the audit process.
It also considers the nature and
extent of the non-audit services
supplied by the auditor reviewing
the ratio of audit to non-audit
fees. It is a specific responsibility
of the Audit Committee to ensure
that an appropriate relationship is
maintained between the company
and its external auditor. The
Company has a policy of controlling
the provision of non-audit services
by the external auditor in order that
their objectivity and independence
are safeguarded. This control is
exercised by ensuring non-audit
projects where all fees are subject
to the prior approval of the audit
committee.

As part of the decision to
recommend to the Board the
re-appointment of the external
auditor, the committee considers
the tenure of the auditor in addition
to the results of its review of the
effectiveness of the external auditor
and considers whether there should
be a full tender process. There
are no contractual obligations
restricting the committee’s choice of
external auditor.

Internal financial controls have
been established to provide
safeguards against unauthorised
use or disposition of the assets, to
maintain proper accounting records
and to provide reliable financial
information for internal use. Key
financial controls include:

Directors’ Remuneration Report

Director changes
Steven Douglas resigned as a board director on 7 April 2020.

Executive directors’ remuneration payable as a single figure (2021)

The information provided on pages 27 to 29 of the Directors’ Remuneration Report relating to Executive and Non-Execu-
tive remuneration, incentive schemes and share options is subject to audit.

Annual report on remuneration
The directors followed the remuneration policy agreed at the AGM in 2020. The original version of the policy is set out in
the 2020 annual report and is available on the Company’s website.

Remuneration
The information provided on this page of the Directors’ Remuneration Report is not subject to Audit.

The report is split into three main areas:
•
Statement from the Chair
• Annual Report on Remuneration
•

Policy Report.

The Remuneration Committee is chaired by Richard Wollenberg (Non-Executive) and comprises Richard Wollenberg and
Derek Joseph (Executive Chair).

Statement of implementation of remuneration policy in the following year
The remuneration policy that was approved by the shareholders at the 2020 annual general meeting and has been
implemented during the year under review.

The policy is available for review on the Company’s website.

Statement from the Chair
I am pleased to present the Annual Report on Remuneration for the year ended 31 March 2021.

The Remuneration Committee has used the remuneration policy to specifically link the performance of the Group as a
framework to set remuneration levels. Executive directors do not participate in decisions regarding their own remuneration.
The committee has access to independent advice but during the year under review they have not sought such advice.

In setting the Company’s remuneration policy for directors, the Remuneration Committee has considered the best practice
provisions annexed to The Financial Conduct Authority’s Listing Rules and the report has been prepared in accordance
with Chapter 6 of the Companies Act 2006 and the Directors’ Remuneration Report Regulations 2013 and The Code.
The Remuneration Committee met twice during the year to discuss the executive directors’ remuneration, including bonus
and share option awards.

The remuneration policy is designed to attract and retain executive directors and to motivate them in delivering the
objectives of the Company. The underlying principle is that employee and director share ownership is encouraged, and
the remuneration policy provides opportunity to reward employees who have met their financial targets and contributed
to the wider success of the business. The award of share options may also be a consideration. This links their personal
interest to the success of the company.

Richard Wollenberg
Chair of the Remuneration Committee
23 June 2021

Salary and
fees

92,983

145,000

Steven
Douglas*

Fiona
Underwood

Claire Banks

100,000

Derek
Joseph***

Total

61,481

399,464

Benefits **

Annual bonuses

LTIP

Pension

Total

1,645

1,213

2,858

22,500

10,000

32,500

4,350

97,333

8,700

6,000

177,845

117,213

61,481

19,050

453,872

Executive directors’ remuneration payable as a single figure (2020)

Steven Douglas

Fiona Underwood

Susan Kane

Claire Banks

Salary and
fees

145,000

14,000

60,000

364,000

Benefits **

Annual bonuses

LTIP

Pension

Total

1,200

1,367

438

774

3,779

13,500

8,700

4,410

154,900

155,067

14,438

78,684

21,810

403,089

*The amounts for Mr Douglas include £85,205 of salaries and £4,350 pension accrued in 2019-20 and paid in 2020-21

**Benefits include private medical insurance

Non-executive directors’ remuneration payable as a single figure (2021)

Salary and
fees

Benefits

Annual
bonuses

LTIP

Pension

Total

4,000

Richard Wollenberg

Total

Directors’ Remuneration Report
(continued)

Non-executive directors’ remuneration payable as a single figure (2020)

Derek Joseph***

Richard Wollenberg

Salary and
fees

Benefits

Annual
bonuses

LTIP

Pension

Total

34,153

4,000

38,153

34,153

4,000

38,153

***Included within the fees for Derek Joseph are £51k (2020: £24k) of consultancy fees. For the year ended 31 March 2021
Derek Joseph took the role of executive chair, previously he was a non-executive.

Service contracts of executive directors
All executive directors have a service contract. The contract can be terminated by either party upon giving six months’
notice in writing. The contracts are available for inspection at the company’s offices.

Payments to past directors
In the year ended 31 March 2021, there were no payments to past directors.

Payments for loss of office
No payments were made to directors for loss of office in the year ended 31 March 2021.

Executive Incentive Scheme
The scheme, which is discretionary for executive group board directors, is dependent on the performance target for the
year, as set out in the remuneration policy. The scheme comprises two elements:

1. An unconsolidated bonus award of up to 30% of basic salary, this is made up of a personal target of up to 20% and 10%
on Group profit targets, and

2. A share option award of up to 30% of salary (based on the mid-market share price on the date the accounts are signed)
which forms part of the long-term incentive plan (LTIP) of the scheme.

2020-21 award
The remuneration comittee assessed the performance of the group executive directors against the target and the
committee’s decision is shown below.

Target
Performance1

Actual
Performance

Maximum
Possible
award

2020/21
Unconsolidated
bonus award -
Executive Director

2020/2021
Unconsolidated
personal
bonus award -
Group Finance
Director

Cash based
award

Share option
award

£514k

£600k

£44k

£22.5K

£Nil

£10K

£Nil

The committee believes that the reward payable is a fair reflection of the performance over the year.

1 2020-21 Profit before tax and excluding share option charge plus 10%

Statement of directors’ shareholding and share interest
The total number of directors’ interests in shares and the total number of share options in relation to each director with and with-
out performance measures, those vested but unexercised, and those exercised, is set out below:

Number of
ordinary
shares

With
performance
measures

Without
performance
measures

Vested but
unexercised

Exercised during
the year

Interest in share options

Richard Wollenberg1

4,563,406

Derek Joseph

Fiona Underwood2

Claire Banks

Steven Douglas

3,545,408

3,479,440

48,315

2,913,435

50,000

100,000

275,050

52,315

275,050

515,000

309,000

The information provided on pages 29 to 32 of the Directors’ Remuneration Report is not subject to audit.

Remuneration of Chief Executive Officer for the year ended 31 March 2020

Total

Annual

receivable

Remuneration

bonuses

Steven Douglas

92,983

This compares to the total percentage increase from 2020 to 2021 for all staff within the Group of Nil%.

Remuneration

Percentage
increase

Nil

Relative importance of spend on pay
A comparison of shareholder distributions and total employee expenditure of the Group is set out below for the years ended
31 March 2020 and 31 March 2021.

All employee remuneration

Total dividend per share

Distributions to shareholders

1
Includes shares held by immediate family members of Richard Wollenberg
2

Includes shares held by persons associated with Fiona Underwood

2021

£’000

5,067

0.55p

219

2020

£’000

5,351

0.30p

106

Change

(5%)

83%

107%

Directors’ Remuneration Report
(continued)

Gender pay gap report
The Group is not required by law to report on its gender pay figure but recognises the importance of openness and transparency;
as part of the work undertaken by the Employee led EDI group this data will be published on the Group’s website.

Employees
The Group is committed to creating an environment where its staff feel engaged and motivated in their roles. It is, by default,
a learning organisation where people can gain new knowledge, skills and experience through the work that they deliver. It
also offers staff learning and development opportunities and the chance to communicate their views through the annual staff
survey. The results of which are actively considered by the directors and leadership team.

The Group ensures that it complies with its legislative requirements in relation to employment law.

Consideration by the directors of matters relating to directors’ remuneration
No advice or services were given that materially assisted the committee in their consideration of the remuneration policy.

Shareholder voting at the last general meeting
The Group is committed to on-going shareholder dialogue and takes an active interest in voting outcomes. Where there are
substantial votes against resolutions in relation to directors’ remuneration, the reasons for any such vote will be sought, and
any actions in response will be detailed here.

The Directors’ Remuneration Report for the year ended 31 March 2020 was approved by shareholders at the Annual General
Meeting held on 29 July 2020. The Directors’ Remuneration Policy was approved by shareholders at the Annual General
Meeting held on 29 July 2020.

Directors’ remuneration report (2020 Annual General Meeting)

% of votes cast

For

Against

Abstention

Total votes cast

98%

100%

Directors’ remuneration policy (2019 Annual General Meeting)

% of votes cast

For

Against

Absention

Total votes cast

91%

100%

Policy report
Implementation of remuneration policy in the following year
The remuneration policy was approved at the AGM on 29 July 2020 for implementation for the year ended 31 March 2021. All the
provisions in the policy continue to apply.

Future policy table
The following tables provides a summary of the key components of the remuneration package for executive directors:

Summary of approach

Performance criteria

Salary

To provide competitive fixed elements of
reward. Salaries are reviewed annually
or when an individual changes position or
responsibility.

Assessment of personal and corporate performance.

Benefits

To provide a range of cost-effective benefits
which are inline with the market.

None

Pensions

Annual bonus

Benefits include:

• Private Medical Insurance
• Permanent Health Insurance
• Life Insurance

Pension benefits are provided through a
Group personal pension plan at 6% of sala-
ries.

None

To incentivise and reward for achievement of
in-year objectives linked to the performance
of the individual and the Group up to 30% of
their annual salary.

Up to 10% based on personal objectives as agreed by
the remuneration committee. An additional 20% based
on the performance of the Group.

Share options

Awards of share options are made subject
to an annual profit performance period. The
maximum award is 30% of annual salary.

Share options are awarded for Group performance in
excess of 5% year on year and are at the discretion of the
remuneration committee.

Approach to recruitment remuneration
The committee’s approach to recruitment is to offer a market competitive remuneration package sufficient to attract high
calibre candidates who are appropriate to the role but without paying any more than is necessary.

Any new executive director’s remuneration would include the same elements and be in line with the policy set out in this
report.

Directors’ Remuneration Report
(continued)

Statement of Directors’
Responsibilities

Performance graph of total shareholder return
The following graph shows the Company’s performance since flotation, measured by total shareholder return, compared
with the performance of the FTSE All Share Index also measured by total shareholder return. Aquila operates in a niche
sector with very few comparisons and as such the directors believe that the FTSE All Share Index provides the best measure
on which to assess the director’s performance.

Data source: London Stock Exchange

Policy on payment for loss of offi ce
Payments for loss of office would be determined by the remuneration committee taking into account contractual obligations. The
contractual obligations relate only to payments in lieu of notice.

Statement of consideration of employment conditions elsewhere in the Group
The committee has not consulted with its employees on executive pay but is aware of the pay and employment benefits across
the wider Group. The personal performance element of the annual bonus for executive directors has been aligned with that
of other subsidiaries across the Group. At the discretion of the remuneration committee share options may be awarded to
employees across the Group for exceptional performance.

Statement of consideration of shareholder views
The committee will consider shareholder feedback received at the AGM and during meetings with shareholders and investors
throughout the year and will use these views to formulate any changes to the remuneration policy.

Richard Wollenberg
Chair of the Remuneration Committee
23 June 2021

The directors (whose names and
functions are set out on page 20)
are responsible for preparing this
report and the financial statements in
accordance with applicable law and
regulations.

Company law requires the directors
to prepare financial statements for
each financial year. Under that
law the directors have prepared
the Company and Group financial
statements in accordance with
International Financial Reporting
Standards (IFRSs) as adopted
pursuant to Regulation (EC) No
1606/2002 as it applies in the
European Union and applicable law.
Under company law, the directors
must not approve the financial
statements unless they are satisfied
that they give a true and fair view of
the state of affairs of the Company
and the Group and the profit or loss of
the Company and the Group for that
period.

In preparing the Company and Group
financial statements, the directors are
required to:
•

select suitable accounting
policies and then apply them
consistently;

•

• make judgements and estimates
that are reasonable and prudent;
present information, including
accounting policies, in a manner
that provides relevant, reliable,
comparable and understandable
information;
state whether IFRSs as adopted
pursuant to Regulation (EC)
No 1606/2002 as it applies
in the European Union have
been followed, subject to any
material departures disclosed

•

and explained in the financial
statements;
prepare the financial statements
on the going concern basis unless
it is inappropriate to presume
that the Company and Group will
continue in business; and
provide additional disclosures
when compliance with the
specific requirements in IFRSs
is insufficient to enable users
to understand the impact of
particular transactions, other
events and conditions on the
entity’s financial position and
financial performance.

The directors are responsible for
keeping adequate accounting
records that are sufficient to show
and explain the Company and
Group’s transactions and disclose
with reasonable accuracy at any time
the financial position of the Company
and Group and enable them to ensure
that the financial statements comply
with the Companies Act 2006 and
Article 4 of the IAS Regulation. They
are also responsible for safeguarding
the assets of the Company and hence
for taking reasonable steps for the
prevention and detection of fraud and
other irregularities.

The directors are responsible for the
maintenance and integrity of the
corporate and financial information
included on the Company’s website.
Legislation in the United Kingdom
governing the preparation and
dissemination of financial statements
may differ from legislation in other
jurisdictions.

We confirm that to the best of our
knowledge:
•

the Company and Group
financial statements, prepared in
accordance with IFRS as adopted
pursuant to Regulation (EC) No
1606/2002 as it applies in the
European Union, give a true and
fair view of the assets, liabilities,
financial position and profit of the
Company and the Group; and
these strategic and directors’
reports include a fair review of the
development and performance
of the business and the position
of the Company and Group
together with a description of the
principal risks and uncertainties
that they face.

•

Claire Banks
Group Finance Director
On behalf of the Board
23 June 2021

Independent Auditor’s Report to
the Members

Opinion
We have audited the financial
statements of Aquila Services
Group plc (the “Company”) and
its subsidiaries (the ‘Group’) for
the year ended 31 March 2021
which comprise the Consolidated
Statement of Comprehensive Income,
the Consolidated and Company
Statements of Financial Position,
the Consolidated and Company
Statement of Changes in Equity,
the Consolidated and Company
Statement of Cash Flows and 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 International Financial
Reporting Standards (IFRSs) as
adopted pursuant to Regulation
(EC) No 1606/2002 as it applies in
the European Union and, as regards
the Company financial statements,
as applied in accordance with the
provisions of the Companies Act
2006.

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 March
2021 and of the Group’s profit for
the year then ended;
the Group financial statements
have been properly prepared in
accordance with the international
accounting standards in
conformity with the requirements
of the Companies Act 2006 and
international financial reporting
standards adopted pursuant to

•

Regulation (EC) No 1606/2002 as
it applies in the European Union;
the Parent Company financial
statements have been properly
prepared in accordance with
international accounting
standards in conformity with the
requirements of the Companies
Act 2006; and
the financial statements have
been prepared in accordance
with the requirements of the
Companies Act 2006; and, as
regards the Group financial
statements, Article 4 of the IAS
Regulation.

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 Company in accordance
with the ethical requirements that are
relevant to our audit of the financial
statements in the UK, including
the FRC’s Ethical Standard, and
we have fulfilled our other ethical
responsibilities in accordance with
these requirements. We believe that
the audit evidence we have obtained
is sufficient and appropriate to
provide a basis for our opinion.

Conclusions relating to going
concern
In auditing the financial statements,
we have concluded that the directors’
use of the going concern basis of
accounting in the preparation of the

•

financial statements is appropriate.
Our evaluation of the directors’
assessment of the Group and Parent
Company’s ability to continue to
adopt the going concern basis of
accounting included the following:
obtaining management’s
•
going concern assessment and
challenging, where appropriate,
the assumptions used;
testing the mathematical
accuracy of the models used
by management in their
assessment and considering the
reasonableness of those models,
including comparison to actual
results achieved in the year
and the evaluation of downside
sensitivities; and
discussing with management and
evaluating their assessment of
the Group and the Company’s
liquidity requirements.

•

Based on the work we have
performed, we have not identified
any material uncertainties relating to
events or conditions that, individually
or collectively, may cast significant
doubt on the company’s ability to
continue as a going concern for a
period of at least twelve months from
when the financial statements are
authorised for issue.

In relation to the company’s
reporting on how it has applied the
UK Corporate Governance Code,
we have nothing material to add or
draw attention to in relation to the
directors’ statement in the financial
statements about whether the
directors considered it appropriate
to adopt the going concern basis of
accounting.

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.

We set out below those matters we
identified as key audit matters. We
also considered going concern
to be a key audit matter and our
observations on this area are set out
in the conclusions relating to going
concern section of the audit report.
This is not a complete list of all risks
identified by our audit.

Our responsibilities and the
responsibilities of the directors
with respect to going concern are
described in the relevant sections of
this report.

the parent company. We applied this
percentage in our determination of
performance materiality because we
did not identify any factors indicating
an elevated level of risk.

Overview of our audit approach
Materiality
In planning and performing our audit
we applied the concept of materiality.
An item is considered material if it
could reasonably be expected to
change the economic decisions of
a user of the financial statements.
We used the concept of materiality
to both focus our testing and to
evaluate the impact of misstatements
identified.

Based on our professional judgement,
we determined overall materiality for
the Group financial statements as a
whole to be £52,000 (2020: £50,000)
and the overall materiality for the
Parent Company is £29,000 (2020:
£37,500), assessed with reference to
profit before tax and having regard
to underlying operating profit and
revenue.

We use a different level of materiality
(‘performance materiality’) to
determine the extent of our testing for
the audit of the financial statements.
Performance materiality is set based
on the audit materiality as adjusted for
the judgements made as to the entity
risk and our evaluation of the specific
risk of each audit area having regard
to the internal control environment.
Performance materiality was set at
75% of materiality for the financial
statements as a whole, which equates
to £39,000 (2020: £37,500) for the
group and £21,250 (2020: £28,125) for

We agreed with the Audit Committee
to report to it all identified
misstatement in excess of £2,000
(2020: £2,000). Errors below that
threshold would also be reported to it
if, in our opinion as auditor, disclosure
was required on qualitative grounds.

Overview of the scope of our audit
We audit the Parent Company and
its wholly owned subsidiaries. Our
audit approach was developed by
obtaining an understanding of the
Group’s activities, the key functions
undertaken on behalf of the Board
by management and the overall
control environment. Based on this
understanding we assessed those
aspects of the Group and subsidiary
companies’ transactions and
balances which were most likely to
give rise to a material misstatement
and were most susceptible to
irregularities including fraud or error.
Specifically, we identified what we
considered to be key audit matters
and planned our audit approach
accordingly.

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 period and include the most
significant assessed risks of material
misstatement (whether or not due
to fraud) that we identified. These
matters included those which had the

Independent Auditor’s Report to
the Members (continued)

Key audit matter

How the scope of our audit addressed the key audit matter

Carrying value of goodwill (Group)

Accounting policy (page 53) and Note 10 of
the financial statements

We reviewed management’s assessment of the basis for the recognition
and carrying value of goodwill with particular focus on current
performance, key assumptions used and the integrity of the underlying
valuation model.

At 31 March 2021, the group has goodwill
with a carrying value of £3,317,000.

In carrying out impairment reviews, man-
agement use assumptions and estimates
of future trading performance in the cash
generating units which create estimation
uncertainty. The significant assumptions
include forecast revenues, gross margin,
future overheads and the discount rate.

Management has disclosed the results of its
sensitivity analysis in Note 10.

Investments (Group and Company)

Accounting policy (page 49) and Note 14
of the financial statements

At 31 March 2021 the group and parent
company have an investment with a carry-
ing amount of £71,000.

During the year Management has rec-
ognised an impairment of £50,000. There is
a risk that the impairment charge is inade-
quate.

Using management’s model we considered how sensitive the
impairment assessment was by applying alternative assumptions and
compared the results to those from management. This assisted us in
understanding the conditions when an impairment would need to be
recognised.

Based on the evidence obtained, we are satisfied with management’s
assessment that no further impairment charge is required in respect of
goodwill.

We obtained details of Management’s valuation of the investment and
challenged the basis of the valuation and the judgements and estimates
within it.

We examined alternative valuation bases and considered whether any
of those bases would have been more appropriate.

Based on the work we conducted, we are satisfied that the impairment
charge recognised is appropriate and adequate.

Revenue recognition (Group)

We confirmed revenue is recognised in accordance with IFRS 15.

Accounting policy (pages 48-49) and Note
4 to the financial statements

Group revenue for the year ended 31 March
2021 was £7,642,000.

There is a risk that revenue recognised in
the financial statements is not recognised
in accordance with the group’s accounting
policy and is not in accordance with the
requirements of IFRS 15.

Our work also included:

•

testing a sample of transactions in the year to ensure they were
recorded accurately;

testing to ensure that revenue was recognised in the appropriate
accounting period;

reviewing the estimates and judgements in respect of contract
assets and contract liabilities to ensure they were reasonable and
applied consistently; and

assessing the adequacy of the disclosures made in the financial
statements.

Based on our audit procedures we did not identify any material
misstatement of revenue and no evidence of inappropriate
management override in the recording, presentation or recognition of
revenue or exercise of related judgements.

Key audit matter

How the scope of our audit addressed the key audit matter

Recoverability of trade receivables
(Group)

Accounting policy (page 50), Note 15 of
the financial statements

Trade receivables of the group at 31 March
2021 were £1,862,000.

Given the current economic environment
arising from the Covid-19 pandemic, there is
an increased risk of clients not being able to
pay for services delivered and there is inad-
equate provision against trade receivables.

We reviewed cash received after 31 March 2021 for a sample of debtor
balances. For amounts not yet received, we considered whether the
debt had become irrecoverable and required provision.

We reviewed the aged analysis of trade debtors and discussed
balances overdue by 90 days or more at the year end and unpaid at the
date of testing.

We reviewed management application of expected credit loss under
IFRS 9.

Based on the evidence obtained we are satisfied that there is
appropriate provision against trade receivables.

Our audit procedures in relation to these matters were designed in the context of our audit opinion as a whole. They were not
designed to enable us to express an opinion on these matters individually and we express no such opinion.

Other information
The directors are responsible for the other information contained within the annual report. The other information comprises the
information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on
the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report,
we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially incon-
sistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If
we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives
rise to a material misstatement in the financial statements. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the
Companies Act 2006.

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

•

the information given in the strategic report and the directors’ report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Company and its environment obtained in the course of
the audit, we have not identified material misstatements in the strategic report or the directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:

•

•
•

adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been re-
ceived from branches not visited by us; or

the Company financial statements and the part of the directors’ remuneration report to be audited are not in agreement
with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

Independent Auditor’s Report to
the Members (continued)

Responsibilities of the directors for
the financial statements
As explained more fully in the directors’
responsibilities statement set out on page
33, the directors are responsible for the
preparation of the financial statements
and for being satisfied that they give a
true and fair view, and for such internal
control as the directors determine is
necessary to enable the preparation of
financial statements that are free from
material misstatement, whether due to
fraud or error.

In preparing the financial statements, the
directors are responsible for assessing
the Group’s and the Company’s ability to
continue as a going concern, disclosing,
as applicable, matters related to going
concern and using the going concern
basis of accounting unless the directors
either intend to liquidate the Group or the
Company or to cease operations, or have
no realistic alternative but to do so.

Auditor’s responsibilities for the audit
of the financial statements
Our objectives are to obtain reasonable
assurance about whether the financial
statements as a whole are free from
material misstatement, whether due to
fraud or error, and to issue an auditor’s
report that includes our opinion.
Reasonable assurance is a high level
of assurance, but is not a guarantee
that an audit conducted in accordance
with ISAs (UK) will always detect a
material misstatement when it exists.
Misstatements can arise from fraud or

error and are considered material
if, individually or in the aggregate,
they could reasonably be expected
to influence the economic decisions
of users taken on the basis of these
financial statements.

Irregularities, including fraud,
are instances of non-compliance
with laws and regulations. We
design procedures in line with our
responsibilities, outlined above, to
detect material misstatements in
respect of irregularities, including
fraud. The extent to which our
procedures are capable of detecting
irregularities, including fraud is
detailed below:

We obtained an understanding of
the legal and regulatory frameworks
within which the company operates,
focusing on those laws and
regulations that have a direct effect
on the determination of material
amounts and disclosures in the
financial statements. The laws and
regulations we considered in this
context were the Companies Act
2006, FCA Rulebook and taxation
legislation.

We identified the greatest risk of
material impact on the financial
statements from irregularities,
including fraud, to be the override
of controls by management,
inappropriate revenue recognition
and judgement surrounding the

carrying value of goodwill. Our
audit procedures to respond to
these risks included enquiries
of management about their own
identification and assessment of the
risks of irregularities, sample testing
on the posting of journals, reviewing
accounting estimates for biases,
corroborating amounts recognised
to supporting documentation
on a sample basis and ensuring
accounting policies are appropriate
under the relevant accounting
standards and applicable law.

Owing to the inherent limitations of
an audit, there is an unavoidable risk
that we may not have detected some
material misstatements in the financial
statements, even though we have
properly planned and performed our
audit in accordance with auditing
standards. We are not responsible
for preventing non-compliance
and cannot be expected to detect
non-compliance with all laws and
regulations.

These inherent limitations are
particularly significant in the case
of misstatement resulting from fraud
as this may involve sophisticated
schemes designed to avoid detection,
including deliberate failure to record
transactions, collusion or the provision
of intentional misrepresentations.

A further description of our
responsibilities for the audit of the

them in an auditor’s report and for no
other purpose. To the fullest extent
permitted by law, we do not accept
or assume responsibility to anyone
other than the Company and the
Company’s members as a body, for
our audit work, for this report, or for
the opinions we have formed.

Steve Gale (Senior Statutory
Auditor)
For and on behalf of
Crowe U.K. LLP
55 Ludgate Hill
London
EC4M 7JW
23 June 2021

financial statements is located
on the Financial Reporting
Council’s website at: www.frc.org.
uk/auditorsresponsibilities. This
description forms part of our auditor’s
report.

Other matters which we are
required to address
We were appointed by the Board on
21 March 2019 to audit the financial
statements for the year ending 31
March 2019 and subsequent financial
period. Our total uninterrupted period
of engagement is less than three
years, covering the years ending 31
March 2019 to 31 March 2021.

The non-audit services prohibited
by the FRC’s Ethical Standard
were not provided to the Group
or the Company and we remain
independent of the Group and the
Company in conducting our audit.

Our audit opinion is consistent with
the additional report to the audit
committee.

Use of our report
This report is made solely to the
Company’s members, as a body,
in accordance with Chapter 3
of Part 16 of the Companies Act
2006. Our audit work has been
undertaken so that we might state
to the Company’s members those
matters we are required to state to

Consolidated Statement of
Comprehensive Income for the
year ended 31 March 2021

Consolidated Statement of
Financial Position as at 31
March 2021

Revenue

Cost of sales

Gross profit

Administrative expenses

Operating profit

Finance income

Release of contingent consideration

Impairment of goodwill

Share of profits from associate

Loss on disposal of associate

Profit before taxation

Income tax expense

Profit for the year

Other comprehensive income

Total comprehensive income for the year

Earnings per share attributable to owners of the
parent

Basic

Diluted

Notes

2021

£’000

7,642

2020

£’000

7,963

(6,002)

(6,211)

1,640

1,752

(1,339)

(1,626)

301

(25)

276

(89)

187

0.48p

0.45p

126

555

(555)

178

(52)

126

0.35p

0.32p

Non-current assets

Goodwill

Property, plant and equipment

Investment in associates

Investments

Current assets

Trade and other receivables

Cash and bank balances

Current liabilities

Trade and other payables

Lease liabilities

Corporation tax

Net current assets

Non-current lease liabilities

Net assets

Equity

Share capital

Share premium account

Merger reserve

Share-based payment reserve

Retained losses

The income statement has been prepared on the basis that all operations are continuing operations.

Equity attributable to the owners of the parent

The financial statements were approved by the board on 23 June 2021.

Claire Banks - Group Finance Director

Group

2020

£’000

3,317

518

278

121

4,234

2,387

828

3,215

1,683

1,838

1,377

369

Group

2021

Notes

£’000

3,317

394

3,782

2,273

2,127

4,400

1,929

2,103

2,297

284

5,795

5,242

1,998

1,712

3,042

580

(1,537)

5,795

1,897

1,475

3,042

769

(1,941)

5,242

Company Statement of Financial
Position as at 31 March 2021

Company

Non-current assets

Property, plant and equipment

Investment in subsidiaries

Investment in associates

Investments

Current assets

Trade and other receivables

Cash and bank balances

Current liabilities

Trade and other payables

Net current assets

Net assets

Equity

Share capital

Share premium account

Share-based payment reserve

Retained earnings/ (losses)

Equity attributable to the owners of the parent

2021

Notes

£’000

4,170

4,241

1,304

415

1,719

393

1,326

5,567

1,998

2,341

580

648

5,567

2020

£’000

4,082

227

121

4,446

708

721

505

216

4,662

1,897

2,104

769

(108)

4,662

As permitted by S408 Companies Act 2006, the company has not presented its own profit and loss account. The company’s
profit for the year was £539k (2020: £200k).

The financial statements were approved by the board and authorised for issue on 23 June 2021.

Claire Banks – Group Finance Director

Company Registration No. 08988813

Consolidated Statement of
Changes in Equity for the year
ended 31 March 2021

capital

£’000

1,765

132

premium

account

£’000

1,487

(12)

Merger

reserve

£’000

2,413

629

Share based

payment

Retained

reserve

£’000

losses

£’000

Total

equity

£’000

668

(1,730)

4,603

(4)

105

126

(341)

749

126

105

(341)

5,242

1,897

1,475

3,042

769

(1,941)

1,897

101

1,475

237

3,042

769

(1,941)

5,242

(277)

277

187

(60)

338

187

(60)

1,998

1,712

3,042

580

(1,537)

5,795

Balance at 1
April 2019

Issue of shares

Transfer on
reserves

Total
comprehensive
income

Share based
payment charge

Dividend

Balance at 31
March 2020

Balance at 1
April 2020

Issue of shares

Transfer on
reserves

Total
comprehensive
income

Share based
payment charge

Dividend

Balance at 31
March 2021

Company Statement of Changes
in Equity for the year ended 31
March 2021

capital

£’000

1,765

132

Share based

premium

account

£’000

payment

reserve

£’000

Retained

earnings

£’000

1,487

617

668

(4)

105

769

200

(341)

(108)

Total

equity

£’000

3,949

749

200

105

(341)

4,662

1,897

2,104

1,897

101

2,104

237

1,998

2,341

769

(108)

4,662

(277)

580

539

277

(60)

648

338

539

(60)

5,567

Balance at 1 April
2019

Issue of shares

Total
comprehensive
income

Transfer on reserves

Share based pay-
ment charge

Dividend

Balance at 31
March 2020

Balance at 1 April
2020

Issue of shares

Total comprehen-
sive income

Transfer on reserves

Share based pay-
ment charge

Dividend

Balance at 31
March 2021

Consolidated Statement of Cash
Flow for the year ended 31
March 2021

2020

2021

Cash flows from operating activities

Profit for the year

Interest received

Income tax expense

Share based payment charge

Profit from associate

Release of contingent consideration

Impairment of goodwill

Loss on disposal of associate

Change in fair value of investments

Depreciation

Operating cash flows before movement in working capital

Decrease in trade and other receivables

Increase/(decrease) in trade and other payables

Cash generated by operations

Income taxes paid

Net cash inflow from operating activities

Cash flows from investing activities

Interest received

Purchase of property, plant and equipment

Purchase of subsidiary

Proceeds from sale of associate

Net cash inflow/(outflow) from investing activities

Cash flows from financing activities

Lease liability payments

Proceeds of share issue

Dividends paid

Net cash inflow/(outflow) from financing activities

Net increase / (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of the year

Cash and cash equivalents at end of the year

£’000

187

131

570

114

246

930

(75)

855

(7)

252

245

(79)

338

(60)

199

1,299

828

2,127

£’000

126

(1)

105

(51)

(555)

555

134

365

122

(257)

230

(139)

(32)

(544)

(575)

(66)

(341)

(407)

(891)

1,719

828

Company Statement of Cash Flow
for the year ended 31 March 2021

Cash flows from operating activities

Profit for the year

Dividends received

Interest received

Profit on disposal of associate

Change in fair value of investment

Depreciation

Operating cash flows before movement in working capital

(Increase) / Decrease in trade and other receivables

(Decrease) in trade and other payables

Cash (outflow)/ inflow generated by operations

Net cash (outflow)/inflow from operating activities

Cash flows from investing activities

Interest received

Dividends received

Acquisition of subsidaries

Proceeds from sale of associate

Net cash (outflow)/inflow from investing activities

Cash flows from financing activities

Proceeds of share issue

Dividends paid

Net cash outflow from financing activities

Net decrease in cash and cash equivalents

Cash and cash equivalents at beginning of the year

Cash and cash equivalents at end of the year

2021

£’000

539

(1,122)

(26)

(543)

(597)

(110)

(1,250)

1,122

252

1,374

338

(60)

278

402

415

2020

£’000

200

(461)

(1)

(241)

379

(37)

101

461

(544)

(82)

(341)

(322)

335

Notes to the Financial Statements
for the year ended 31 March 2021

1. General information

Aquila Services Group plc (‘the Company’) and its subsidiaries (together, ‘the Group’) provide specialist housing, sport,
education and treasury management consultancy services. The principal activity of the Company is that of a holding company
for the Group as well as providing all the strategic and governance functions of the Group.

The Company is a public limited company which is listed on the London Stock Exchange, domiciled in the United Kingdom and
incorporated and registered in England and Wales. The Company’s registered office is Tempus Wharf, 29a Bermondsey Wall
West, London, SE16 4SA.

2. Accounting policies

The principal accounting policies applied in preparation of these consolidated financial statements are set out below.
These policies have been consistently applied unless otherwise stated.

Basis of preparation
The financial statements have been prepared in accordance with International Accounting standards in conformity with the
requirements of the Companies Act 2006 and International Financial Reporting Standards adopted pursuant to Regulation
(EC) No 1606/2002 as it applies in the European Union, including interpretations issued by the International Financial Reporting
Interpretations Committee (IFRIC), and the Companies Act 2006 applicable to companies reporting under IFRS.

The financial statements have been prepared on the historical cost basis except for certain assets which are carried at fair
value.

The financial statements are presented in Pounds Sterling which is the functional and presentational currency of all companies
within the group.

The preparation of the financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It
also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas of
critical accounting estimates and judgements are set out in note 3.

Going concern
When COVID-19 struck before the beginning of the financial year under review the Directors took immediate action and
as a result a number of staff were made redundant, and some put on furlough. Cash balances were increased through the
issue of new equity. The Group took advantage of the VAT deferral scheme which is being paid back over 10 months. The
Group has no borrowings.

The budgets and cashflow forecasts that have been produced and reviewed demonstrate that the Group is forecast to
generate profits and cash in the year ended 31 March 2022 and beyond and that the Group has sufficient cash reserves
to enable the Group to meet its obligations as they fall due for a period of at least 12 months from the date of signing the
financial statements.

Notes to the Financial
Statements (continued) for the
year ended 31 March 2021

2. Accounting policies (continued)
Government furlough scheme
The Company took advantage of the Governments furlough scheme and furloughed seven employees, all whom have now
returned to work. The monies received have been offset against the employee costs.

Basis of consolidation
The consolidated financial statements incorporate the financial statements of subsidiary entities. A subsidiary is defined as an
entity over which the Company has control. Control is achieved when the Company has power over an entity, is exposed to, or
has rights to, variable returns from its involvement with the entity, and could use its power to affect its returns.

Consolidation of a subsidiary begins when the Company obtains control and ceases when control is lost. The Company
reassesses whether it controls an entity if facts and circumstances indicate that there are changes to one or more of the three
control elements listed above.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the
Group are eliminated on consolidation.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring accounting policies used into line
with the Group’s accounting policies.

Business combinations
Acquisitions of subsidiaries are accounted for using the acquisition method. The consideration transferred in a business
combination is measured at fair value, which is calculated as the sum of the acquisition date fair values of assets transferred by
the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interest issued by the Group in
exchange for control of the acquiree.

Any excess of the consideration over the fair value of the identifiable assets and liabilities acquired is recognised as goodwill.
Goodwill is not amortised but is reviewed for impairment at least annually. If the consideration is less than the fair value of the
identifiable assets and liabilities acquired, the difference is recognised in the statement of comprehensive income.

Revenue recognition
The group earns income from the following principal services:

•
•

Revenue from consultancy services
Revenue from treasury management.

For all these principal services, revenue represents amounts recoverable from clients for professional services provided during
the year. Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a
customer and excludes amounts collected on behalf of third parties.

Revenue is recognised when control of a product or service is transferred to a customer.

Revenue from fixed fee assignments is recognised over a period of time by reference to the stage of completion of the actual
services provided at the reporting date, as a proportion of the total services to be provided because the customer receives and
uses the benefits simultaneously. This is determined based on the actual labour hours spent relative to the total expected labour
hours.

Time and materials assignments are recognised as services are provided at the fee rate agreed with the client. Unbilled revenue
on individual client assignments is classified as contract assets for client work within trade and other receivables. Where
individual on-account billings exceed recognised revenue on a client assignment, the excess is classified as contract liabilities
for client work within trade and other payables.

Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. The
cost of an item of property, plant and equipment initially recognised includes its purchase price and any cost that is directly
attributable to bringing the asset to the location and condition necessary for use. Depreciation is recognised to write-off the
cost of assets less their residual values over their estimated useful lives, using the straight-line method, on the following bases:

Leasehold improvement
Right of use assets
Leasehold improvements 5 years
Fixtures, fittings and equipment 3-4 years

Over unexpired term of lease
Over unexpired term of lease

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the
effect of any changes in estimate accounted for on a prospective basis.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to
arise from the continued use of the asset. The gain or loss arising on the disposal of an asset is determined as the difference
between the sales proceeds and the carrying amount of the asset and is recognised in the statement of comprehensive income.

Investment in subsidiaries
In the Company’s financial statements, investments in subsidiaries are carried at cost less any accumulated impairment.

The cost of an investment in a subsidiary is the aggregate of the fair value, at the date of exchange, of assets given, liabilities
incurred or assumed, and equity instruments issued by the Company, plus any costs directly attributable to the purchase of the
subsidiary.

Investment in associates
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint
venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not
control over those policies.

The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of
accounting. Under the equity method, an investment in an associate is initially recognised in the consolidated statement of
financial position at cost and adjusted thereafter to recognise the Group’s share of profit or loss and other comprehensive
income of the associate.

An investment in an associate is accounted for using the equity method from the date on which the investee becomes an
associate. On acquisition of the investment in an associate, any excess of cost over the Group’s share of the net fair value of
the identifiable assets and liabilities of the investee is recognised as goodwill, which is included in the carrying amount of the
investment.

Investments
Investments are held at cost and reviewed annually for impairment.

Financial instruments
Financial assets and financial liabilities are recognised on the Group’s Statement of Financial Position when the Group becomes
a party to the contractual provisions of the instrument.

Financial assets
Financial assets are classified into the following specified categories: financial assets ‘at fair value through profit or loss’ (FVTPL)
and ‘amortised cost’. The classification depends on the financial asset’s contractual cash flow characteristics and the Group’s
business model for managing them and is determined at the time of initial recognition. Financial assets with cash flows that are
not solely payments of principal and interest are classified and measured at fair value through profit or loss, irrespective of the
business model.

Notes to the Financial Statements
(continued) for the year ended 31
March 2021

2. Accounting policies (continued)
Amortised cost
Financial assets at amortised cost
These assets are held within a business model whose objective is to collect contractual cash flows which are solely payments
of principals and interest and therefore classified as subsequently measured at amortised cost. With the exception of trade
receivables which are initially measured at transaction price determined in accordance with IFRS 15, financial assets at
amortised cost are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition and
are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment. The Group’s
financial assets measured at amortised cost comprise trade and other receivables and cash and cash equivalents. Cash
comprises cash in hand and deposits repayable on demand, less overdrafts payable on demand which have a right of offset
against cash balances. These instruments are readily convertible to a known amount of cash and are subject to an insignificant
risk of change in value.

Financial assets at fair value through profit or loss
Assets that do not meet the criteria for amortised cost are measured at FVTPL. A gain or loss on a debt investment that is
subsequently measured at FVTPL is recognised in profit or loss and presented net within other gains/(losses) in the period in
which it arises. The Group’s financial assets measured at FVTPL comprise unquoted equity investments.

Impairment of financial assets
Impairment provisions for current trade receivables are recognised based on the simplified approach within IFRS 9 using
a provision matrix in the determination of credit losses. During this process the probability of the non-payment of the trade
receivable is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the
expected credit loss for the trade receivables. Provisions are recorded net in a separate provision account with the loss being
recognised in the consolidated income statement. On confirmation that the trade receivable will not be collectable, the gross
carrying value of the asset is written off against the associated provision. Impairment provisions for receivables from related
parties and loans to related parties are recognised based on a forward-looking expected credit loss model. The methodology
used to determine the amount of provision is based on whether there has been a significant increase in credit risk since the initial
recognition of the asset.

Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered
into.

Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its
liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.

Financial liabilities
Financial liabilities are classified as either financial liabilities ‘at FVTPL’ or ‘amortised cost’. The Group does not currently hold
any financial liabilities ‘at FVTPL’.

Pensions
The Group contributes to defined contribution schemes for the benefit of its directors and employees. Contributions payable
are charged to the statement of comprehensive income in the year they are payable.

Current and deferred income tax
The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit
or loss, because it excludes items of income or expense that are taxable or deductible in other years and it further excludes
items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been
enacted or substantively enacted by the reporting date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and
liabilities in the financial information and the corresponding tax bases used in the computation of taxable profit and is accounted
for using the balance sheet liability method. Deferred tax liabilities are recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible
temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the
initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities
in a transaction which affects neither the tax profit nor the accounting profit.

Deferred tax is calculated at the tax rates that are expected to apply to the year when the asset is realised, or the liability is
settled. Deferred tax is charged or credited in the profit or loss, except when it relates to items credited or charged in other
comprehensive income directly to equity, in which case the deferred tax is also dealt with in other comprehensive income.

Deferred tax assets
Management regularly assesses the likelihood that deferred tax assets will be recovered from future taxable income. No
deferred tax asset is recognised when management believe that it is more likely than not that a deferred asset will not be realised.

Impairment of assets
The Group assesses at each statement of financial position date if there is any indication that an asset may be impaired. If any
such indication exists, the Group estimates the recoverable amount of the asset.

If there is any indication that an asset may be impaired, the recoverable amount is estimated for the individual asset. If it is
not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash-generating unit to
which the asset belongs is determined.

The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use.
If the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset is reduced to its
recoverable amount. That reduction is an impairment loss.

An impairment loss of assets carried at cost less any accumulated depreciation or amortisation is recognised immediately in
profit or loss.

An entity assesses at each reporting date whether there is any indication that an impairment loss recognised in prior periods for
assets other than goodwill may no longer exist or may have decreased. If any such indication exists, the recoverable amounts of
those assets are estimated.

The increased carrying amount of an asset other than goodwill attributable to a reversal of an impairment loss does not exceed
the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior periods.

A reversal of an impairment loss of assets carried at cost less accumulated depreciation or amortisation other than goodwill is
recognised immediately in profit or loss.

Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable
that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made. If the
effect is material, provisions are determined by discounting the expected future cash flows at an appropriate pre-tax discount
rate.

Leases
The Group accounts for leases under IFRS 16. Leases are accounted for on a ‘right-of-use model’ reflecting that, at the
commencement date, the Company as a lessee has a financial obligation to make lease payments to the lessor for its right to
use the underlying asset during the lease term. The financial obligation is recognised as a lease liability, and the right to use the
underlying asset is recognised as a right-of-use asset. The right-of-use assets are recognised within property, plant and
equipment on the face of the financial position and are presented separately in note 9.

The lease liability is initially measured at the present value of the lease payments using the rate implicit in the lease or, where that

Notes to the Financial
Statements (continued) for the
year ended 31 March 2021

2. Accounting Policies (continued)
Leases (continued)
cannot be readily determined, the incremental borrowing rate. Subsequently the lease liability is measured at amortised
cost, with interest increasing the carrying amount and lease payments reducing the carrying amount. The carrying amount is re-
measured to reflect any reassessment or lease modifications, or to reflect revised in-substance fixed lease payments.

Right-of-use assets are measured at cost comprising the following:
•
•
•
•

the amount of the initial measurement of lease liability;
any lease payments made at or before the commencement date less any lease incentives received;
any initial direct costs; and
restoration costs.

Subsequently the right-of-use asset is measured at cost less accumulated depreciation and impairment losses. Depreciation is
calculated to write off the cost on a straight line-basis over the lease term.

The Group does not have any short-term leases of equipment or vehicles.

Share capital/equity instruments
Ordinary shares are classified as equity. Equity instruments issued by the Company are recorded at the proceeds received, net
of direct issue costs. The Company has one class Ordinary share which carries no right to fixed income. Each share carries the
right to one vote at general meetings of the Company.

Share-based payments
Equity-settled share-based payments to employees and directors are measured at the fair value of the equity instruments at
grant date. The fair value excludes the effect of non-market-based vesting conditions.

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis
over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest. At each reporting date,
the Group revises the estimate of the number of equity instruments expected to vest as a result of the effect of non-market-
based vesting conditions. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the
cumulative expense reflects the revised estimate, with a corresponding adjustment to equity reserves.

The fair value of the options is measured using the Black Scholes options valuation model. The inputs into that model are the
share price at the date of the grant, the exercise price, the expected life of the option, the risk-free rate based on the yield of a
10-year government bond and the expected share price volatility based on the Company’s share price.

3. Critical accounting estimates and judgements
In application of the Group’s accounting policies, which are described in note 2, the directors are required to make judgements,
estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources.
The estimates and associated assumptions are based on historical experience and other factors that are relevant. Actual
results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future
periods if the revision affects both current and future periods.

Critical judgements in applying the Group’s accounting policies
The following are the critical judgements, apart from those involving estimations, that the directors have made in the process
of applying the Group’s accounting policies and that have a significant effect on the amounts recognised in the financial
statements.

Work in progress within revenue recognition
Work in progress is calculated on a project by project basis using the fair value of chargeable time that is un-invoiced at the
period end. Historic analysis shows that recovery rates of work in progress are very high; the Group does not expect any work
in progress to be irrecoverable. Work in progress is reviewed on a monthly basis to ensure it is recognised appropriately, it
is probable that economic benefits will flow to the Group and that the fair value can be reliably measured (note 4). Work in
progress is accounted for under contract assets.

Share based payments
The Company has granted share options to certain employees and directors of the Group. The share options granted become
exercisable at varying future dates. If certain conditions are met the employee will be eligible to exercise their option at an
exercise price determined on the date the share options are granted.

The share-based payment charge is recognised in the statement of comprehensive income and is calculated based on the
Company’s estimate of the number of share options that will eventually vest.

Assumptions regarding the fair value of the Company’s shares are considered when measuring the value of share-based
payments for employees, which are required to be accounted for as equity-settled share-based payment transactions pursuant
to IFRS 2. The resulting staff costs are recognised pro rata in the statement of comprehensive income to reflect the services
rendered as consideration during the vesting period (note 21).

Intangible assets
On acquisition the following items are reviewed to assess if there is any value in acquiring the intangibles separately:

Trademarks or trade names
Technology based intangibles, including any IT systems

•
•
• Artistic-related intangibles
Intellectual property
•
• Customer-related intangibles
•

Employment contracts

The Group does not have any intangible assets from acquisitions.

Prior year adjustment
In the parent company balance sheet an adjustment has been made to transfer the amount of £130k from investments in
subsidiaries to amounts due from group undertakings, this adjustment is to correct the accounting treatment of the hive up of the
trade and assets of the acquisition in the previous year.

Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting date, that may have
a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year,
are discussed below.

Adoption of new and revised standards
No new standards were adopted in the year.

Standards issued but not yet effective
There are no other standards that are not yet effective and that would be expected to have a material impact on the entity in the
current or future reporting periods and on foreseeable future transactions.

Impairment of goodwill
The carrying amounts of the Group’s assets value are reviewed at each balance sheet date to determine whether there is any
indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated, and an impairment loss is
recognised where the recoverable amount is less than the carrying value of the asset. Any impairment losses are recognised in
the income statement.

The recoverable amount of the goodwill is determined from value in use calculations. The key assumptions for the value in use
calculations are those regarding the discount rates, growth rates and expected changes to income and direct costs during the
period.

Notes to the Financial Statements
(continued) for the year ended 31
March 2021

3. Critical accounting estimates and judgements (continued)
Impairment of goodwill (continued)
Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money
and the risks specific to each acquisition of goodwill. Discount rates of 11% and a terminal value of 1% has been used.

Growth rates of 0-15% have been applied, these are based on industry rates, managements’ knowledge of the different
businesses and the markets and the ability for the businesses to expand. The maximum period over which the cashflows are
reviewed is 5 years.

Sensitivities have been applied to all assumptions.

Valuation of unquoted investments
The Group determines the fair value of these financial instruments using recent transactions or valuation models if information
about recent transactions is not available. The values derived from applying these models are significantly impacted by the
choice of the valuation model used and the underlying assumptions made, such as the amounts and timing of future cash flows,
discount rates, volatility and credit risk.

Management reviewed all information available at 31 March 2021 taking into account all additional information relating to market
participant assumptions that is reasonably available and concluded that there is an impairment of the unquoted investment and
has restated its fair value.

4. Revenue and finance income

An analysis of the Group’s revenue is as follows:

Continuing operations - rendering of services

Specialist housing consultancy income

Treasury management income

Specialist sports and education consultancy income

2021

£’000

5,961

657

1,024

7,642

2020

£’000

6,729

528

706

7,963

5. Operating segments

The Group has two reportable segments; consultancy and treasury management services, the results of which are included
within the financial information. In accordance with IFRS8 ‘Operating Segments’, information on segment assets is not shown,
as this is not provided to the chief operating decision-maker.

The principal activities of the Group are as follows:

Consultancy – a range of services to support the business needs of a diverse range of organisations (including housing
associations, local authorities, multi academy trusts and sporting businesses) across the housing, education and sports
sectors. Most consultancy projects run over one to two months and on-going business development is required to ensure a full
pipeline of consultancy work for the employed team.

Within this segment of the business several client organisations enter fixed period retainers to ensure immediate call-off of the
required services.

In previous years the Group had three main reporting segments the third being that of interim management. The introduction of
IR35 had an impact on the interim business, with clients changing the way that they resourced executive vacancies, choosing
to source in-house rather than through professional service firms. The Group took a strategic decision not to actively pursue
this revenue stream and concentrate on the main operating segment of consulting and treasury management, as a result, the
turnover for interim management is no longer considered by management to be a significant segment of the business.

The accounting policies of the reportable segments are the same as the Group’s accounting policies described in note 2.
Segment profit represents the profit earned by each segment, without allocation of central administration costs, including
directors’ salaries, finance costs and income tax expense. This is the measure reported to the Group’s executive directors for
the purpose of resource allocation and assessment of segment performance.

Revenue from Consultancy

Revenue from Interim management

Revenue from Treasury management

Cost of sales from Consultancy

Cost of sales from Interim management

Cost of sales from Treasury management

Gross profit from Consultancy

Gross profit from Interim management

Gross profit from Treasury management

Administrative expenses

Operating profit

2021

£’000

6,985

657

7,642

5,436

566

6,002

1,549

1,640

(1,339)

301

2020

£’000

6,640

795

528

7,963

5,315

574

322

6,211

1,325

221

206

1,752

(1,626)

126

Within consultancy revenues, approximately 8% (2020: 7%) has arisen from the segment’s largest customer; within
treasury management 26% (2020: 26%).

Notes to the Financial Statements
(continued) for the year ended 31
March 2021

5. Operating segments (continued)
Geographical information

7. Staff costs

Revenues from external customers, based on location of the customer, are shown below:

The average monthly number of employees (including
directors) employed by the Group was:

Europe

Rest of World

6. Profit before taxation

Profit before taxation is arrived at after charging:

Auditor’s remuneration (see below)

Depreciation of property, plant and equipment (see note 11)

Depreciation of leasehold property (see note 11)

Staff costs (see note 7)

Significant reorganisation costs *

Acquisition related costs

2021

£’000

7,057

401

184

7,642

2021

£’000

5,067

175

2020

£’000

7,368

279

316

7,963

2020

£’000

5,351

186

2021

£’000

4,250

203

526

5,067

Aggregate remuneration (including directors)

Wages and salaries

Share-based payments

Pension contributions

Social security costs

The above amounts are net of £60k relating to income received from the Governments furlough scheme.

Directors’ remuneration

Salary (including taxable benefits)

Share-based payments

Pension contributions

2021

£’000

435

462

* Significant restructuring costs include staff related costs of £175k (2020: £186k) arising from the redundancy costs
relating to COVID-19.

Two directors (2020: three) are members of the company’s defined contribution pension scheme.

Breakdown of auditor’s remuneration

The amounts set out above include remuneration to the highest paid director as follows:

Auditor’s remuneration

Fees payable to the Company’s auditors for the audit of the
parent Company

Fees payable to the Company’s auditors for the audit of the
Company’s subsidiaries

2021

£’000

2020

£’000

Salary (including taxable benefits)

Share-based payments

Pension contributions

£’000

169

183

2020

£’000

4,542

105

215

489

5,351

2020

£’000

396

438

£’000

146

163

Notes to the Financial Statements
(continued) for the year ended 31
March 2021

7. Staff costs (continued)
Remuneration of key management personnel

The remuneration of the key management personnel of the Group, including all directors, is set out below in aggregate for
each of the categories specified in IAS 24 Related Party Disclosures.

Profit after tax attributable to owners of the parent

Weighted average number of shares

Basic

- Diluted

Basic earnings per share

Diluted earnings per share

2021

’000

187

‘000

39,282

41,602

0.48p

0.45p

Wages and salaries

Share-based payments

Post-retirement benefits

8. Taxation

Corporation tax:

Current year

2021

£’000

1,197

1,264

2021

£’000

The tax charge for the year can be reconciled to the profit in the income statement as follows:

Profit before taxation

Tax at the UK corporation tax rate of 19% (2019: 19%)

Post tax income from associate

Expenses not deductible

Tax expense for the year

9. Earnings per share

2021

£’000

276

2020

£’000

664

715

2020

£’000

2020

£’000

178

(9)

10. Goodwill

Group

Cost

At 1 April 2019

Additions

At 31 March 2020

Additions

At 31 March 2021

Accumulated impairment losses

At 1 April 2019

Impairment loss for the year

At 31 March 2020

Impairment losses for the year

As 31 March 2021

Net book value

At 1 April 2019

At 1 April 2020

At 31 March 2021

2020

’000

126

‘000

36,285

41,665

0.35p

0.32p

Goodwill

£’000

2,028

1,844

3,872

-
3,872

(555)

2,028

3,317

Basic earnings per share is calculated by dividing the profit after tax attributable to the equity holders of the Group by
the weighted average number of shares in issue during the year. Diluted earnings per share is calculated by adjusting
the weighted average number of shares outstanding to assume conversion of all potential dilutive shares, namely share
options. Details of which are set out in note 21.

Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units that are expected to
benefit from that business combination. Each Subsidiary is considered to be the cash generating unit for the purpose of
impairment review.

The Group tests goodwill annually for impairment, or more frequently if there are any indications that goodwill might be
impaired.

Notes to the Financial Statements
(continued) for the year ended 31
March 2021

10. Goodwill (continued)
The recoverable amount of goodwill is determined from value in use calculations. The key assumptions for the value in use
calculations are those regarding growth rate of client base and project fees. Management’s approach to determining the
values to each key assumption is based on experience and project work already secured for future periods. Management
have projected cash flows over a period of five years, based on growth rates of between 0% and 15% per annum; this is
based on past performance and expected future activity. A discount rate of 11% and a terminal value of 1.0% has been
used.

Sensitivity analysis has been performed on the value in use calculations, holding all other variables constant to:

• Apply a 2-6% reduction to the forecasted turnover
• Apply an increase in the discount rate to 25%.

The sensitivities applied do not provide reasonable possible changes and therefore no impairment has been made.

11. Property, plant and equipment

Group

Right of use
assets

Leasehold
improvement

Fixtures and
fittings

Computer
equipment

£’000

Cost

At 1 April 2019

Additions

At 31 March 2020

Additions

At 31 March 2021

At 1 April 2019

Charge for the year

At 31 March 2020

Charge for the year

At 31 March 2021

Net book value

At 1 April 2019

At 31 March 2020

At 31 March 2021

514

153

449

361

138

166

173

125

160

Total

£’000

172

580

752

759

100

134

234

131

365

518

394

Company

Cost

At 1 April 2019

Additions

At 31 March 2020

Additions

At 31 March 2021

Accumulated depreciation

At 1 April 2019

Charge for the year

At 31 March 2020

Charge for the year

At 31 March 2021

Net book value

At 1 April 2019

At 31 March 2020

At 31 March 2021

12. Investment in subsidiaries

Company

Cost

At 1 April 2019

Additions

At 31 March 2020

Additions

At 31 March 2021

Accumulated impairment losses

At 1 April 2019

Impairment losses for the year

At 31 March 2020

Impairment losses for the year

At 31 March 2021

Net book value

At 1 April 2019

At 31 March 2020

At 31 March 2021

Computer equipment

£’000

Investments in subsidiaries

£’000

2,818

1,819

4,637

4,725

555

2,818

4,082

4,170

Notes to the financial statements
(continued) for the year ended 31
March 2021

12. Investment in subsidiaries (continued)
Details of the Company’s subsidiaries at 31 March 2021 are as follows:

Place of incorporation
and operation

Principal activity

Proportion of ownership and
voting rights held

Altair Consultancy and Advisory
Services Limited

Aquila Treasury and Finance
Solutions Limited

England and Wales

Oaks Consultancy Limited

England and Wales

Specialist housing
consultancy

Treasury management
consultancy

Specialist sports and
education consultancy

100%

The accounting reference date of each of the subsidiaries is co-terminus with that of the Company. The registered office of each
subsidiary is Tempus Wharf, 29a Bermondsey Wall West, London, SE16 4SA.

The following companies are all dormant, the registered office of each is Tempus Wharf, 29a Bermondsey Wall West, London, SE16
4SA.

Place of incorporation
and operation

Proportion of owner-
ship and voting rights
held

Accounting reference date

Altair International Consultancy
Limited

England and Wales

Murja Limited

England and Wales

Finalysis UK Limited

England and Wales

100% held by Aquila
Services Group plc

100% held by ATFS
Limited

100% held by Aquila
Services Group plc

31 August

30 May

31 March

13. Investment in associates

During the year the Group sold its 25% shareholding in 3C Consultants Limited under a share buyback arrangement. The
Group sold the shares for a consideration of £252k. This resulted in a loss on investment of £25k.

Level 2 fair value measurements are those derived from inputs other than quoted prices included within level 1 that are
observable for the asset or liability, either directly or indirectly.

Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability
that are not based on observable market data (unobservable inputs).

15. Trade and other receivables

Trade receivables

Group undertakings

Other receivables

Prepayments

Contract assets

31 March 2021

31 March 2020

Group

2021

£’000

Group

2020

£’000

1,862

2,063

107

284

2,273

222

2,387

Company

2021

£’000

1,281

1,304

2020

£’000

685

708

Total

<30 days

30-60 days

66-90 days

>90 days

£’000

1,862

2,063

£’000

1,704

1,500

£’000

209

147

£’000

132

207

No expected credit loss is recognised in the accounts. The Group do not expect any debts not to be paid, the directors
have reviewed the provision for expected credit loss and have not identified any which need to be provided for.

16. Trade and other payables

Trade payables

Other payables

Lease liabilities

Amounts owed to Group undertakings

Taxes and social security costs

Accruals

Contract liabilities

Group

2021

£’000

273

825

484

297

2,014

Group

2020

£’000

154

101

613

634

181

1,762

Company

2021

£’000

270

104

393

2020

£’000

390

505

14. Investments

Fair Value Hierarchy

Unquoted equity investments

Level 3

2021

£’000s

2020

£’000s

121

17. Long term liabilities

The Statement of Financial Position shows the following amounts relating to lease liabilities.

Of the contract liability brought forward at the start of the year £181k (2020: £227k) was recognised in revenue in the year.

The Group has a 5.3% equity shareholding in AssetCore Limited an unquoted company. AssetCore’s principal activity is a
cloud-based platform used to manage loan security within the affordable housing sector. As explained in Note 3, based on the
information available at the reporting date the directors consider cost to be an appropriate estimate of fair value. As a result of
the impairment review and a review of the inputs of assets and liabilities of the investment the Group consider that the carrying
value requires impairment.

At 31 March 2020

Decrease in lease liabilities

Financial instruments measured at fair value subsequent to initial recognition are grouped into levels 1 to 3 based on the degree
to which the fair value is observable, i.e.:

Closing amounts as at 31 March 2021

Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or
liabilities.

Current

Non-current

2021

£’000

448

(79)

369

284

Notes to the financial statements
(continued) for the year ended 31
March 2021

18. Share capital

Allotted, called up and fully paid

39,961,955 (2020: 37,947,905) Ordinary shares of 5p each

2021

£’000

1,998

2020

£’000

1,897

The Company has one class Ordinary share which carries no right to fixed income. Each share carries the right to one vote at
general meetings of the Company.

A reconciliation of share capital, share premium account and merger reserve is set out below:

Number of
Ordinary shares

Amount called up
and fully paid

Share premium Merger reserve

At 31 March 2019

Issued at 28.7p per share on 14 Nov
2019

Cost of share issue on acquisition

Issued at 35p per share on 31 Jan 2020

Issued at 5p per share on 21 Feb 2020

At 31 March 2020

Issued at 10p per share on 20 Jul 2020

Issued at 23p per share on 20 Jul 2020

Issued at 5p per share on 15 Mar 2021

At 31 March 2021

’000

35,307

2,544

37,947

824

1,087

103

39,961

£’000

1,765

128

1,897

1,998

£’000

1,487

(12)

1,475

196

1,712

£’000

2,413

603

3,042

19. Reserves
The share premium account represents the amount received on the issue of Ordinary shares by the Company in excess of their
nominal value and is non-distributable.

The merger relief reserve arose on the Company’s acquisition of Altair. There is no legal share premium on the shares issued
as consideration as section 612 of the Companies Act 2006, which deals with merger relief, applies in respect of the acquisition.
Since the shareholders of Altair became the majority shareholders of the enlarged group, the acquisition is accounted for as
though the legal acquiree is the accounting acquirer.

20. Dividends

Amounts recognised as distributions to equity holders

Final dividend for the year ended 31 March 2020 of Nil per share (2019:
0.6p)

Interim dividend for the year ended 31 March 2021 of 0.15p per share (2020:
0.3p)

Proposed final dividend for the year ended 31 March 2020 of Nil per share
(2019: 0.6p)

Proposed final dividend for the year ended 31 March 2021 of 0.4p per share
(2020: Nil)

2021

£’000

160

2020

£’000

227

114

341

21. Share-based payment transactions
The Company operates an Unapproved Scheme and an Enterprise Management Incentives Scheme. The total amount
recognised in the year to 31 March 2021 arising from share-based payment transactions is £88k (2020 expense: £105k).

Unapproved scheme

Number of options outstanding at 1 April 2020

Lapsed during period

Exercised during period

Number of options outstanding as at 31 March 2021

Number of options exercisable as at 31 March 2021

Number

’000

2,758

(1,660)

(927)

171

Weighted average
exercise price

£0.25

£0.29

£0.09

£0.35

The exercise price of the options outstanding at 31 March 2021 is 35p. The weighted average remaining contractual life of
the options outstanding at 31 March 2021 is 4 years (2020: 1 year).

EMI scheme

Number of options outstanding at 1 April 2020

Cancelled during the period

Lapsed during period

Number of options outstanding as at 31 March 2021

Number of options exercisable as at 31 March 2021

Number

Weighted average
exercise price

’000

2,776

(50)

(406)

2,320

1,598

£0.05

The weighted average remaining contractual life of the options outstanding at 31 March 2021 is 4 years (2020: 5 years).

Notes to the financial statements
(continued) for the year ended 31
March 2021

22. Related party disclosures

Balances and transactions between
the Group and other related parties are
disclosed below:

The Group considers its credit risk to be
low. Of the total trade receivables at
the 2021 year-end £180k (2020: £136k)
is due from one customer.

Dividends totalling £17k (2020: £149k)
were paid in the year in respect
of Ordinary Shares held by the
Company’s directors.

At 31 March 2021, the balance owed to
Richard Wollenberg for services as a
non-executive director was £4k (2020:
£8k).

Amounts paid to Derek Joseph for
consultancy services £51k (2020: 24k).

23. Control
In the opinion of the Directors there is
no single ultimate controlling party.

24. Financial instruments

Financial risk management
The Group’s activities are exposed to a
variety of market risk (including foreign
currency risk and interest rate risk),
credit risk and liquidity risk.

Credit risk
Credit risk is the risk of financial loss to
the Group resulting from counterparties
failing to discharge their obligations
to the Group. The Group’s principal
financial assets are trade and other
receivables and cash and cash
equivalents.

There are no other customers that
represent more than 10% of the total
balance of trade receivables. The
maximum exposure to credit risk is
equal to the carrying value of these
instruments.

Liquidity risk
Liquidity risk is the risk of the Group
being unable to meet its liabilities as
they fall due. The Group manages
liquidity risk by maintaining enough
cash reserves and holding banking
facilities, and by continuously
monitoring forecast and actual cash
flows. In addition, the Group is a cash
generative business with income being
received regularly over the course of
the year. The Group held cash reserves
of £2,127k (2020: £828k) at the year-
end.

Foreign currency risk
Foreign exchange risk is the risk of
loss due to adverse movements in the
exchange rates affecting the Group’s
profits and cash flows. Only a very
small number of clients are invoiced
in Euros and USD and the foreign
exchange exposure is not considered
a significant risk. The Group’s principal
financial assets are cash and cash
equivalents and trade and other

receivables, which are almost exclusively
denominated in Pounds Sterling.

Interest rate risk
The Group does not undertake any
hedging activity in this area. The main
element in interest rate risk involves
sterling deposits.

Capital risk management
Internal working capital requirements
are low and are regularly monitored.
The Groups’ objective when managing
capital is to safeguard the Group’s
ability to continue as a going concern in
order to provide return for shareholders,
benefits for other stakeholders and to
maintain optimal capital structure and to
reduce the cost
of capital.

In order to ensure an appropriate return
for shareholder capital invested in
the Group, management thoroughly
evaluates all material projects and
potential acquisitions and has them
approved by the Board of Directors
where applicable.

The Group monitors capital on a short-
and medium-term view.

25. Post Balance Sheet event
There are no post balance sheet events.

Notice of Annual General
Meeting

Notice is hereby given that the Annual General Meeting (AGM) of Aquila Services Group plc will be held at Tempus Wharf
29A, Bermondsey Wall West, London, SE16 4SA on 28 July 2021 at 3:00 pm, for the purpose of considering and, if thought
fit, passing the following resolutions, of which resolutions numbered 1 to 6 will be proposed as ordinary resolutions and
resolution 7 and 8 will be proposed as a special resolution. Resolutions 6 to 8 are items of special business.

This year the AGM will continue with the special measures adopted for the AGM in 2020 to protect the health and safety of
Shareholders and others in attendance at the AGM. The AGM will be run as a closed meeting with the minimum number of
shareholders present (or via video conferencing in accordance with the Company’s articles of association) to ensure that
the meeting is quorate and conducted without a presentation or a question and answer session. Shareholders are invited to
submit written questions for the Board to consider, questions can be pre-submitted in advance of the AGM via e-mail to the
Company Secretary, claire.banks@aquilaservicesgrp.co.uk, up to 9:00am on 27 July 2021, being the working day before the
AGM. The Board requests that no Shareholders attend the meeting in person and any Shareholders that do attend (other
than to form a quorum) will be refused entry. Accordingly, Shareholders are encouraged to vote on the resolutions by proxy
and the votes on each resolution will be taken on a poll. You can vote by completing and returning the proxy form which
accompanies this document.

The Board will continue to keep Government guidance under review and may, if necessary, make further changes to the
arrangements for the AGM. Further announcements and information will be provided as required and Shareholders should
continue to monitor the Company’s website at https://aquilaservicesgroup.co.uk/ for any up-dates.

Ordinary business
1. To receive the reports of the directors and auditor and the financial statements for the period ended 31 March 2021.

2. To approve the remuneration report for the period ended 31 March 2021.

3. That Crowe U.K. LLP be and is hereby reappointed as auditor of the Company and that the directors be authorised to
determine the auditor’s remuneration.

4. To re-elect as a director, Derek Joseph, who was appointed at the AGM held on 31 July 2018

5. To re-elect as a director, Richard Wollenberg, who was appointed at the AGM held on 31 July 2018

Special business
6. That, in accordance with section 551 of the Companies Act 2006 (“CA 2006”), the directors be generally and
unconditionally authorised to issue and allot equity securities (as defined by section 560 of the CA 2006) up to an
aggregate nominal amount of:

6.1 £79,915 in connection with the valid exercise of the options (both approved and unapproved) granted by the Company
(as set out in the prospectus issued by the Company dated 20 July 2015), any unapproved options granted to current or
former officers of the Company and options granted to employees and officers of the Company and/or its subsidiaries in
accordance with the terms of the Company’s Employee Share Option Scheme (“Options”); and

6.2 in any other case, £666,033 (such amount to be reduced by the nominal amount of any equity securities allotted pursuant
to the authorities in paragraph 6.1 above in excess of the stated amount) provided that this authority shall, unless renewed,
varied or revoked by the Company, expire on the date of the next annual general meeting of the Company save that the
Company may, before such expiry, make offers or agreements which would or might require relevant securities to be allotted
and the directors may allot relevant securities in pursuance of such offer or agreement notwithstanding that the authority
conferred by this resolution has expired.

This resolution revokes and replaces all unexercised authorities previously granted to the directors to allot relevant securities
but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to
such authorities.

7. That, subject to Resolution 6 above being duly passed, the directors of the Company be and are hereby empowered,
pursuant to section 570 of the CA 2006, to allot equity securities (as defined in section 560 of the CA 2006) wholly for cash
pursuant to the authority conferred upon them by Resolution 6 above (as varied, renewed or revoked from time to time by the
Company at a general meeting) as if section 561(1) of the CA 2006 did not apply to any such allotment provided that such
power shall be limited to the allotment of equity securities:

7.1 in connection with a rights issue or any other pre-emptive offer in favour of holders of equity securities where the equity
securities offered to each such holder is proportionate (as nearly as may be) to the respective amounts of equity securities held
by each such holder subject only to such exclusion or other arrangements as the directors may consider appropriate to deal
with fractional entitlements or legal or practical difficulties under the laws of or the requirements of any recognised regulatory
body in any territory or otherwise;

7.2 in connection with the valid exercise of Options;

7.3 in connection with the valid exercise of any share options granted to employees of the Group in accordance with the terms
of the Employee Share Option Scheme; and

7.4 otherwise, up to a maximum nominal amount of £99,905.

The power granted by this resolution will expire on the conclusion of the Company’s next annual general meeting (unless
renewed, varied or revoked by the Company prior to or on such date) save that the Company may, before such expiry make
offers or agreements which would or might require equity securities to be allotted after such expiry and the directors may allot
equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has
expired.

This resolution revokes and replaces all unexercised powers previously granted to the directors to allot equity securities as if
section 561(1) of the CA 2006 did not apply but without prejudice to any allotment of equity securities already made or agreed
to be made pursuant to such authorities.

8. That the Company be and is hereby authorised generally and unconditionally to make market purchases (within the meaning
of section 693(4) of the CA 2006) of its ordinary shares (“Ordinary Shares”) provided that:

8.1 the maximum aggregate number of Ordinary Shares that may be purchased is 3,996,196;

8.2 the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is £0.05;

8.3 the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is the higher of:

8.3.1 105 per cent of the average closing middle market quotations for the Ordinary Shares as quoted on the Official List of
the London Stock Exchange for the five business days prior to the day the purchase is made; and
8.3.2 the value of an Ordinary Share calculated on the basis of the higher of the price quoted for:
8.3.3 the last independent trade of; and
8.3.4 the highest current independent bid for any number of Ordinary Shares on the Official List.

8.4 The authority conferred by this resolution shall expire on the conclusion of the Company’s next annual general meeting save
that the Company may, before the expiry of the authority granted by this resolution, enter into a contract to purchase Ordinary
Shares which will or may be executed wholly or partly after the expiry of such authority.

Registered office:
Tempus Wharf
29a Bermondsey Wall West
London
SE16 4SA

By order of the board

Claire Banks

Company Secretary
23 June 2021

Notice of Annual General
Meeting Notes

1. A member entitled to attend and
vote at the above meeting is entitled
to appoint a proxy to exercise all or
any of their rights to attend, speak and
vote on his/her behalf at the meeting.
A proxy need not be a member of the
company.

2. You may appoint more than
one proxy provided each proxy is
appointed to exercise rights attached
to different shares. You may not
appoint more than one proxy to
exercise rights attached to any one
share. To appoint more than one
proxy you may photocopy the form
of proxy. Please indicate the proxy
holder’s name and the number of
shares in relation to which they are
authorised to act as your proxy (which,
in aggregate, should not exceed the
number of shares held by you). Please
also indicate if the proxy instruction
is one of multiple instructions being
given. All forms must be signed and
should be returned together in the
same envelope.

3. A form of proxy accompanies this
notice. Forms of proxy, to be valid,
must be delivered to the company’s
registrars, Neville Registrars Limited,
Neville House, Steelpark Road,
Halesowen B62 8HD in accordance
with the instructions printed thereon,
not less than 48 hours before the time
set for the holding of the meeting.

4. If you are not a member of
the company but you have been
nominated under section 146 of the

Companies Act 2006 (the ‘Act’) by
a member of the company to enjoy
information rights, you do not have
the rights of members in relation to
the appointment of proxies set out in
notes 1, 2 and 3. The rights described
in those notes can only be exercised
by members of the company.

5. A vote withheld is not a vote in law,
which means that the vote will not be
counted in the calculation of votes for
or against the resolution. If you either
select the “Withheld” option or if no
voting indication is given, your proxy
will vote or abstain from voting at his
or her discretion. Your proxy will vote
(or abstain from voting) as he or she
thinks fit in relation to any other matter
which is put before the meeting.

6. Information regarding the meeting,
including the information required by
section 311A of the Act, is available
from www.aquilaservicesgroup.co.uk

2021 the company’s issued share
capital comprised 39,961,955 ordinary
shares of 5 pence each. Each ordinary
share carries the right to one vote at
a general meeting of the company
and, therefore, the total number
of voting rights in the company at
close of business on 23 June 2021 is
39,961,955.

9. Under section 319A of the Act,
the company must answer any
question you ask relating to the
business being dealt with at the
meeting unless (a) answering the
question would interfere unduly with
the preparation for the meeting or
involve the disclosure of confidential
information; (b) the answer has
already been given on a website in
the form of an answer to a question;
or (c) it is undesirable in the interests
of the company or the good order
of the meeting that the question be
answered.

7. As provided by Regulation 41 of the
Uncertificated Securities Regulations
2001, only those members registered
in the register of members of the
company 48 hours before the time
set for the meeting shall be entitled
to attend and vote at the meeting
in respect of the number of shares
registered in their name at that time.
Changes to entries on the relevant
register of securities after that time
shall be disregarded in determining
the rights of any person to attend or
vote at the meeting.
8. As at close of business on 23 June

10. If you are a person who has been
nominated under section 146 of
the Act to enjoy information rights
(a ‘Nominated Person’), you may
have a right under an agreement
between you and the member of the
company who has nominated you to
have information rights (a ‘Relevant
Member’) to be appointed or to have
someone else appointed as a proxy
for the meeting. If you either do not
have such a right or if you have such a
right but do not wish to exercise it, you
may have a right under an agreement
between you and the Relevant

company cannot require the members
requesting the publication to pay its
expenses. Any statement placed on
the website must also be sent to the
company’s auditor no later than the
time it makes its statement available
on the website. The business which
may be dealt with at the Annual
General Meeting includes any
statement that the company has been
required to publish on its website
pursuant to this right.

14. Copies of the directors’ service
contracts will be available for
inspection at the registered office of
the company during usual business
hours from the date of this notice
until the date of the Annual General
Meeting, and also during and at least
fifteen minutes before the beginning
of the Annual General Meeting.

Member to give instructions to the
Relevant Member as to the exercise
of voting rights. Your main point of
contact in terms of your investment
in the company remains the Relevant
Member (or, perhaps, your custodian
or broker) and you should continue to
contact them (and not the company)
regarding any changes or queries
relating to your personal details
and your interest in the company
(including any administrative
matters). The only exception to this
is where the company expressly
requests a response from you.

11. Members satisfying the thresholds
in section 338 of the Act may require
the company to give, to members
of the company entitled to receive
notice of the Annual General Meeting,
notice of a resolution which those
members intend to move (and which
may properly be moved) at the Annual
General Meeting. A resolution may
properly be moved at the Annual
General Meeting unless (i) it would,
if passed, be ineffective (whether
by reason of any inconsistency with
any enactment or the company’s
constitution or otherwise); (ii) it is
defamatory of any person; or (iii) it is
frivolous or vexatious. The business
which may be dealt with at the Annual
General Meeting includes a resolution
circulated pursuant to this right. A
request made pursuant to this right
may be in hard copy or electronic
form, must identify the resolution
of which notice is to be given, must
be authenticated by the person(s)
making it and must be received by

the company not later than 6 weeks
before the date of the Annual General
Meeting.

12. Members satisfying the thresholds
in section 338A of the Act may
request the company to include in
the business to be dealt with at the
Annual General Meeting any matter
(other than a proposed resolution)
which may properly be included in
the business at the Annual General
Meeting. A matter may properly
be included in the business at the
Annual General Meeting unless (i)
it is defamatory of any person or (ii)
it is frivolous or vexatious. A request
made pursuant to this right may be
in hard copy or electronic form, must
identify the matter to be included in
the business, must be accompanied
by a statement setting out the grounds
for the request, must be authenticated
by the person(s) making it and must
be received by the company not later
than 6 weeks before the date of the
Annual General Meeting.

13. Members satisfying the thresholds
in section 527 of the Act can require
the company to publish a statement
on its website setting out any
matter relating to (i) the audit of the
company’s accounts (including the
auditor’s report and the conduct of
the audit) that are to be laid before
the Annual General Meeting; or (ii)
any circumstances connected with
an auditor of the company ceasing
to hold office since the last Annual
General Meeting, which the members
propose to raise at the meeting. The

Directors and advisors

Directors

Derek Joseph

Executive Chair

Dr Fiona Underwood

Executive Director

Claire Banks

Group Finance Director

Richard Wollenberg

Non-Executive Director

Company secretary

Registered office

Claire Banks
claire.banks@aquilaservicesgrp.co.uk

Tempus Wharf
29a Bermondsey Wall West
London
SE16 4SA

Indepedant auditors

Corporate advisor

Bankers

Registrars

Crowe U.K. LLP
55 Judgate Hill
London
EC4M 7JW

Beaumont Cornish Limited
Building 3
566 Chiswick High Road
London
W4 5YA

National Westminster Bank plc
50 High Street
Egham
Surrey
TW20 9EU

Neville Registrars Limited
Neville House
Steelpark Road
Halesowen
B62 8HD

Company number

08988813

Company website