AQSG.L Regulatory News (AQSG)

For immediate release 28 June 2018

Aquila Services Group plc

("Aquila" or the "Company")

Annual report and financial statements

for the year ended 31 March 2018

Aquila is pleased to announce its audited annual report and financial statements for the year ended 31 March 2018, extracts from which are set out below.

The Company's annual report and financial statements for the year ended 31 March 2018 are being posted to shareholders today and will shortly be made available from the Company's website at: http://www.aquilaservicesgroup.co.uk/.

In addition, the document will be uploaded to the National Storage Mechanism and will be available for viewing shortly at http://www.morningstar.co.uk/uk/NSM.

The financial information set out below does not constitute the Company's statutory accounts for the period ending 31 March 2018. The financial information for 2018 is derived from the statutory accounts for that year. The auditors, Saffery Champness, have reported on the 2018 accounts. Their report was unqualified and did not include a reference to any matters to which the auditors draw attention by way of emphasis without qualifying their report.

For further information please visit www.aquilaservicesgroup.co.uk or contact:

Aquila Services Group plc

Susan Kane, Group Finance Director

Tel: 020 7934 0175

Beaumont Cornish Limited, Financial Adviser

Roland Cornish

Tel: 020 7628 3396

Chairman's Statement

Dear Shareholder,

I am pleased to present the annual report and the Financial Statements for the year to 31 March 2018.

Aquila Services Group plc (''the Company''), is the holding company for Altair Consultancy & Advisory Services Limited (''Altair'') and Aquila Treasury and Finance Solutions Limited ("ATFS") (formerly known as Murja Limited), which form the Group (''the Group'').

The Group is an independent consultancy specialising in the provision, financing and management of affordable housing by housing associations, local authorities, government agencies and other non-profit organisations, as well as high level business advice to the commercial property sector.

Group Members

Altair Consultancy and Advisory Services Limited

Altair is a specialist management consultancy providing professional services to local authorities, housing associations, charities, property companies, regulators and government departments. The consultancy covers the whole of the United Kingdom and, during the year under review, has consolidated its presence in the Republic of Ireland and further resourced its client base in the Midlands and North of England. Altair advises on all aspects of the development and management of affordable housing for rent and sale, and on the effective management of organisations operating in this sector. During the year, Altair completed five major consulting assignments in Africa with two further ongoing. This expansion has led to the establishment of a specialist team to bid for further work.

In October 2017, the company acquired the development consultancy and financial modelling services business of pod LLP and pod Partnership for a consideration of £1.7m for cash and the issue of new equity. This increased in-house capability by a team of 13 experienced consultants and is expected to boost turnover in a full year by a sum in excess of £1m.

Aquila Treasury and Finance Solutions Limited

ATFS is a specialist treasury management consultancy authorised and regulated by the Financial Conduct Authority. ATFS advises local authorities, housing associations, higher education bodies and other clients on their capital funding requirements and supports them in securing and managing debt finance. The business operates through contracts as retained general treasury advisers with a significant number of clients, and specific advisory projects on which fees are generated according to agreed milestones.

Investments

In March 2018, Aquila acquired two minority stakes in 3C Consultants Limited and AssetCore Limited respectively, companies involved in the provision of IT consultancy and a cloud-based platform to manage loan security. The total cost was approximately £348k. In addition to the investment in 3C, Steve Douglas, our Co CEO, joined the board as a non-executive director.

The investment in AssetCore represents around 8% of its enlarged equity and was part of a £500,000 cash injection to expand the platform already used by ten major housing associations. I, and non-executive director Richard Wollenberg, have also invested similar amounts and now each hold 8% of the enlarged equity. I have also been appointed Chair of the company following the completion of the equity issue. It is part of the Aquila Group's continuing strategy to establish a presence as the key player in direction of IT services to the sector.

Business Review

At the half year, I reported on the investment by the Group in resources to ensure the recruitment and retention of staff, the acquisition of pod, the launch of Altair Africa and our adjustment to the management structure that better reflected the workstreams following changes in government policy and client demand. This investment in resources was reflected in a reduction in operating profit for the six months ended 30 September 2017. We have confidence that this investment will support future expansion. The results for the 12 months show both turnover and operating profit matching the previous year reflecting the improved performance in the second half.

The financial health of the affordable housing sector and its willingness to invest in both growth and business opportunities is dependent on government housing and economic policy. The sector principally finances itself through borrowings, particularly on the capital markets where public policy is a key component of the credit risk. The availability of skilled construction personnel and land availability are critical to growth, as is a stable and active residential property market where sales of completed housing provide cross-subsidy for affordable provision. Demand for the Group's services is partly dependent on the confidence of our clients in making new investments. To date, the UK economy has stood up well against the projections of the impact of Brexit, but there still remains a residue of political and economic uncertainty in Europe.

The need for more affordable housing has moved up the political agenda and most opinion polls indicate that this is now a much more important concern to the wider population. The tragedy at Grenfell has highlighted some of the worst deficiencies but it is yet to be seen whether either will generate increased investment in more and better affordable housing, as well as remedying some of the poor investment decisions of the past.

During the year the Group has seen some increases in demand for its services, particularly in the areas of governance and financial oversight, as well as reviewing the quality and impact of our clients ongoing operational services. The expanded property team have been kept busy as clients investigate more complex development opportunities and ATFS assists medium sized players who are keen to utilise their available assets to support growth.

The Group investment in 3C and AssetCore is a stepping stone into one of the fastest growing areas of the sector where larger organisations are having to deal with increasing volumes of transactions, increasing regulations concerning the holding and management of data and the expectation of a more immediate and efficient response to our clients' tenant base.

The resources invested in the creation of Altair Africa are now generating both turnover and profits. This allows us to start to diversify our income stream while still concentrating on our core skills. At this stage, we are only a small player in a very large market and it will be important to consolidate our presence. Many of the contracts on offer require us to partner with existing players, particularly those with local presence and physical property skills.

Financial results

For the year to 31 March 2018, Group turnover was £5.905m (2017: £5.928m). Altair's consultancy and interim management business contributed £5.320m (2017: £5.456m) and ATFS's £0.585m (2017: £0.472m).

Gross profit was £1.562m (2017: £1.475m) with operating profit, before share option charges, of £660k (2017: £658k). Operating profit took into account investment in new staff and resources for Altair and ATFS to meet growing and changing demand, particularly, in the North of England, Midlands and Scotland. Profit after tax, attributable to shareholders, was £405k (2017: £404k) and earnings per share was 1.20p (2017: 1.24p).

The comparison between this reporting period, the mid-year results and the previous year's results for the Group are as follows:

The Group has a strong balance sheet with £970k in cash deposits as at 31 March 2018.

Dividend

The directors propose a final dividend of 0.55p per share (2017: 0.50p), making a total dividend for the year of 0.81p per share (2017: 0.74p), an increase of 9.5% compared to 2017. This will be payable on 3 August 2018 to shareholders on the register at 20 July 2018.

Outlook

The outlook for the Group remains positive. The affordable housing sector is a key market for the Group. The continued political pressure to deliver more homes and the impact of the Grenfell tragedy, coupled with economic stability prior to the conclusion of the Brexit negotiations has meant that housing organisations require more of the services provided by Aquila. However, any major setback could harm confidence.

Our decision to invest in skills and resources has started to show a beneficial impact. The investment in the technology companies and the setting up of Altair Africa will widen both the range of services and client opportunities whilst making the Group more resilient.

The Group will continue to work with housing providers of all types, including housing associations, local authorities, house builders and private sector providers. We will support their growth, helping them change to improve and supporting their resilience to the current and future operating environment. This coupled with our constant engagement with the policy landscape ensures that we are able to provide credible, innovative and practical solutions to our client needs.

The increasing profile of public and political debate around the funding of care and support services will also provide opportunities as well as threats for a number of our clients; we will be developing our services to provide support in this area.

We continue to investigate acquisitions and other opportunities to increase the scope and depth of the business.

May I take the opportunity to record my thanks to my fellow directors, executive team and staff of the Group. As a people-business, the Group is dependent on their enormous commitment and expertise.  I look forward to reporting further progress as part of the half year results.

Derek Joseph - Chairman

27 June 2018

Strategic Report

Our business

The Group comprises the holding company Aquila Services Group plc (''the Company'') and two trading subsidiaries, Altair Consultancy and Advisory Services Limited ("Altair") and Aquila Treasury and Finance Solutions Limited ("ATFS") (formerly known as Murja Limited).

Altair

Altair provides support services to enable organisations to carry out their activities in a more efficient manner. It helps manage complex and diverse organisations through periods of significant change, driving service improvement and delivering creative solutions. Altair's traditional client base includes housing associations, developers and regeneration specialists, charities and local authorities. Our client base also includes government departments, statutory bodies, financial institutions and other private commercial institutions.

Within the housing sector, Altair provides a broad range of advisory and consultancy services to its clients covering areas such as general management, high level executive recruitment, corporate governance, financial planning, management strategy, organisational improvement and training. The acquisition of pod has created further opportunities to expand our development and regeneration offering.

We have strong relationships with the English Regulator (the Regulator of Social Housing), Greater London Authority, Welsh Government, the Scottish Regulator, the Irish Housing Regulator and the Irish Council for Social Housing. Altair's services also cover the application of government strategies to increase the supply of affordable housing both for rent and home ownership as well as local government initiatives encouraging the transfer of public sector housing to independent vehicles.

Altair has created a specialist bid team to enable our expansion into Africa. The work has focused on assisting governmental and international institutions interested in the provision of affordable housing in countries such as Nigeria and Rwanda.

ATFS

ATFS specialises in providing advice to organisations principally involved in the affordable / social housing and education sectors in respect of debt and financial risk management. Continued pressure to deliver more homes and fundamental changes in the financing markets mean there is strong and growing demand for specialist treasury advisory services, with increasing emphasis on funding from the capital markets and other sources of long-term capital.

Housing associations and local authorities are becoming involved in more complex legal, commercial and financial structures particularly with housebuilders and private sector developers in joint ventures. As clients face new risks, Altair's products and services complement ATFS' core advisory activity providing opportunity for growth of a comprehensive financial and commercial advisory service.

Strategy and Objectives - Leadership, Quality, Insight

The strategy and objectives of the Group are:

§ Provide high quality consultancy advice and support to organisations operating within or aligned to the public sector, specifically those that govern, manage, regulate or build houses.

§ Continue to seek out acquisitions and investments which will expand our range of services and scope of business to increase our ability to be a one-stop shop of professional support services for the clients of our subsidiary companies.

§ Attract and retain employees by providing a great place and environment to work and enable employee participation and reward through equity participation.

§ To increase our client base nationwide.

§ Encourage innovation through the development of new products.

§ To continue exploring the opportunities that are occurring as a result of the Group's expertise in overseas markets

Review of the Business

The year under review has achieved the following financial results.

The Group saw a 0.39% decrease in turnover on 2018. This reflected some growth in Altair's housing consultancy, specifically through the acquisition of pod, which was countered by a decline in revenue of interim management business through a tightening of IR35, some consolidation in the sector and the continued impact of the government's policy of rent reduction for the sector.

Gross profit for the Group rose by over £87k (5.9%). Altair has made a substantial investment in its acquisition of pod, its IT infrastructure and staff over the year in anticipation of future growth; the Board anticipates that this investment will aid future profit growth. The Group is in a very strong net asset position, with £970k in cash held at 31 March 2018.

The underlying business remains strong and there has been continued growth of the client base in the consultancy business in the Midlands, the North of England and Ireland.

The Group is benefiting from our acquisitions and investments and this year we have seen an increase in opportunities arising from being able to offer consulting and treasury advice to our clients both in the United Kingdom and Ireland. Our work in Africa demonstrates our ability to transfer our expertise internationally and we continue to seek international opportunities using the bid team we have created for this purpose. In the first year, this area of the business has been profitable.

We have assisted clients with their response to the tragic events following Grenfell and continue to work closely with them as policies evolve. We await the issue of the Housing Green Paper later this year and are reviewing the outcomes within the Dame Judith Hackett Report as to how this will affect our clients. The government's focus on the delivery of 300,000 new homes per year is challenging and the acquisition of pod has helped position Altair to respond proactively to clients as they seek to increase their development capability and capacity. The demand for the increase in new homes has meant some consolidation in the sector and we have advised clients through mergers and acquisitions.

We continue to seek out research opportunities to help inform the decision makers throughout the sector and government and, for the year under review, we have worked with the Joseph Rowntree Foundation developing and publishing a suite of reports that examined the links between housing and poverty and an individual's life experiences; the Altair/ J RF Housing and Poverty Prevention Project. We published a major report, Building Bridges, which examined how local authorities and housing associations could better work together through partnerships.

Altair is one of the major partners in the Leadership 2025 campaign, Creating a more diverse leadership across the housing sector. This work is supported by BME London, L&Q, and Optivo. Altair has continued to expand its consultancy capacity through its acquisition of pod and through recruitment of new consultants focusing on increasing its national coverage and developing new products and services to reflect the changing operational and political environment of our clients. As organisations embrace new ways of working and communicating with their customers, our continued partnership with 3C, a specialist IT consultancy company, has strengthened our offer to our customers, specifically the Organisational Excellence product. Altair has also provided Human Resource and Personnel services to clients through retained contracts during the year. The interim business has experienced a weaker market, IR35 has had an impact on how housing organisations and local authorities cover their short-term vacancies. This has led to a reduced income from this stream of work. The core recruitment business remains strong and the client base continues to grow in number and range.

ATFS similarly expanded its treasury advisory offering with increasing focus on advisory assignments for the capital markets, and private placements in particular. ATFS also strengthened its presence in Ireland winning renewal of a three-year contract providing services to the Housing Finance Agency plc in Dublin as the Irish social housing market grows with increasing focus on funding construction of new housing.

The company continues to have a strong presence in Scotland, reinforced with the appointment of a full-time Director based near Edinburgh. The Scottish government has a significant programme for delivery of new homes, creating increasing demand for advisory services on new debt funding and capital markets access.

The comparison between this reporting year, the mid-year results and the last reporting year are set out below:

The Group has not identified any post balance sheet events, as set out in note 27 to the Financial Statements.

The Group will also continue to look at opportunities to expand its consultancy base through acquisition to offer an increased scope of services and products to our clients.

Key Performance Indicators

The Group monitors its key performance indicators (KPI's) regularly and these are set out below:

Principal Risks and Uncertainties

The principal risks currently faced by the Group are:

Financial Instruments

The main financial risks arising from the Group activities are credit risk, foreign currency risk and interest rate risk details of which can be found in Note 26 to the Financial Statements.

Unfavourable economic conditions and / or changes to government policy

The Group's operating results and its financial condition may be negatively affected by a downturn in the general economic climate within the UK which consequently may have adverse effect upon government policy and spending, and private sector investments.

A reduced level of economic activity will restrict the amount of outsourcing by companies, local authorities or other bodies and result in the restriction of funding available for the purchase of such services leading to a decline in the number of firms in the sector and their profitability.

The continuing Brexit negotiations and the immediate aftermath of the United Kingdom leaving the European Union could lead to a period of uncertainty and this may cause clients to review their spending with consultancy providers and lead to a reduction in projects.

The focus on IR35 within the interim market for public sector bodies has caused a softening of the interim market within government and local authorities. Clients are carefully reviewing their spend and methods of resourcing, turning to new and alternative models.

Reduction in government investment and funding

The Group's future revenues and profitability will be dependent on the current UK Government's policy with regard to expenditure on service and social housing improvements and to public expenditure levels in general. The introduction of policies to restrict the income for housing providers is a risk that the Group is monitoring closely.

The Grenfell tragedy has meant that organisations have invested in remedial works, and, although the Government has indicated there is some money available for recladding of tower blocks, this has been provided from the Affordable Housing Programme, which provides the grant to clients who are developing new houses. This additional investment is likely to have an impact on development and regeneration programmes for our clients, although the funding will be reinstated in the 2022 Programme.

A change in the political environment relating to regeneration, specifically in the major cities, could dampen private developer appetite and this would have an impact on our clients.

The UK Government and local authorities may decide in future to change their programmes and priorities including reducing present or future spending and investment where the Group would expect to compete for work.

Competition

The contracts and procurement arrangements under which companies operating in these sectors compete for new business can lead to a higher cost of procuring new contracts and the possibility of not meeting fully the terms of contracts leading to reduced margins.

Staff skills, retention, recruitment and succession

The success of the Group is dependent on retaining, developing, motivating and communicating with senior management and personnel and, as the business grows, on recruiting appropriately skilled, competent people at all levels. Any shortages in the availability of appropriately skilled personnel may have a negative effect on the Group. The Directors of the subsidiaries are expected to contribute to its ability to obtain, generate and manage opportunities.

If the Group cannot successfully attract, retain and motivate such personnel, it may not be able to maintain standards of service or continue to grow its businesses as anticipated. The loss of such personnel, or the inability to attract, retain, motivate and communicate with additional skilled employees required for their activities within an affordable cost base, could have an adverse effect on the Group's business and prospects.

Data Governance

The increase of cyber-attacks and the loss of data is a key risk that is monitored closely. The Group complies with all relevant legislation and has invested in updated systems, security and training during the year.

The Group seeks to mitigate all these risks through ensuring that it monitors changes in statutory, regulatory and financial changes and maintains good relationships with its 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 housing providers as the external environment changes and the outlook for the business continues to be positive. A continued understanding of its position in the market and delivering value for money to clients will ensure that services and products remain competitive. In addition, the Group will ensure that its people policies are refreshed and follow good practice so that it can continue to attract and retain excellent staff.

Employees

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

The Group consults with its employees on a regular basis through direct updates and conducts an annual review of staff; 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.

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.

Environment

We understand and effectively manage the actual and potential impact of our activities. The Group's operations are conducted such that compliance is maintained with legal requirements relating to the environment.

Corporate and Social Responsibility

The Group recognises that we have a responsibility to ensure the impact of our business is positive, and that we are good corporate citizens. We focus our corporate and social responsibility in four key areas; sustainability, staff, charitable giving, and supporting communities.

§ We are committed to treating with respect and dignity those we work with.

§ We are committed to honesty and transparency in our communication with staff, external stakeholders, and customers.

§ We recognise the importance of reflecting our clients and networks within the housing sector and seek to promote diversity and inclusion in all our activities.

§ The Group considers a strategic approach to diversity and inclusion is imperative to creating an environment that supports its talented and highly valued people. Our approach is based on inclusivity, enabling those we work with, and those who work for us to achieve their potential.

§ We ensure those we work with are provided with equitable fair opportunities, and do not discriminate on the basis of age, gender, sexuality, disability, ethnicity, or any other protected characteristic listed in the Equality Act 2010.

§ We aim to work actively with our suppliers to ensure they meet our values and have sustainability issues at the heart of every decision.

§ We are conscious of our responsibilities to minimise the environmental impact of our activities and to behave in a sustainable manner.

§ We know that, as corporate citizens, we have a responsibility to the broader community. We work with our stakeholders to understand community priorities and reflect these in our activities.

§ We work with organisations whose customers include some of the most vulnerable in society. We are committed to supporting our clients to contribute to their communities and consider the impact of their plans on their stakeholders.

§ We recognise that our staff are the most valuable asset to our organisation. Our employment policies across the Company seek to exceed mere compliance with relevant legislation, to create a working environment that embraces diversity and offers fairness and equality of opportunity throughout our workplace.

§ Aquila will support the development of all its staff, particularly those from diverse backgrounds. We will challenge inappropriate and discriminatory behaviours and will continually assess our progress against organisations inside and outside of sector.

§ We support and encourage our staff to engage in the governance of organisations within our spheres of influence, for example by holding non-executive directorships of charities or not for profit organisations.

During the year, we continued our commitment to supporting a vibrant and inclusive leadership within the housing sector. Altair has been providing extensive support to the Leadership 2025 programme. Altair, L&Q, Optivo and BME London, in partnership with Roffey Park Business School, joined forces to develop this leadership programme aimed at senior leaders from BME backgrounds. At its heart, Leadership 2025 aims to support and empower BME senior professionals to become sector leaders of the future. Leadership 2025 seeks to positively disrupt the housing sector by challenging current perceptions.

Altair were commissioned to carry out a research project identifying where the sector stands in terms of diversity representation, developing a business case for diverse leadership, scoping what the sector can learn from its past and present leaders and from other sectors and highlighting what changes the sector should make now. To enable the step-change necessary to break down these existing barriers, the review set out a number of ambitious but practical recommendations, which have been distilled as a five-point plan. Aquila has committed to implementing the plan and report to the Board on progress.

Leadership 2025 and the research report was launched in November 2017 at City Hall, with the support of the Mayor of London.

Going Concern Basis

The Board updates its three-year business plan annually which 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 actually occurring. 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.

Based on the results of this analysis, the directors have a reasonable expectation that the company will be able to continue in operation and meet its liabilities as they fall due over the three-year period of their assessment, and thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Dr Fiona Underwood - Co-Chief Executive

27 June 2018

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

Consolidated and Company statements of financial position

As at 31 March 2018

As permitted by S408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company's profit for the year was £299,704 (2017: £225,364).

The financial statements were approved by the board on 27 June 2018.

Susan Kane - Group Finance Director

Company Registration No. 08988813

Notes to the financial statements

1 General information

Aquila Services Group plc (''the Company'') and its subsidiaries (together, ''the Group'') provide specialist housing 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 Reporting Standards as adopted by the European Union (IFRSs), issued by the International Accounting Standards Board (IASB), 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.

The financial statements are presented in Pounds Sterling which is the Group's functional and presentational currency.

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.

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 has the ability to use its power to affects its returns.

Consolidation of a subsidiary begins when the Company obtains control and ceases when control is lost. The Company reassesses whether or not 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

Other than the reverse acquisition noted above, 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

Revenue comprises the fair value of the consideration received or receivable for the rendering of services in the ordinary course of the Group's activity. Revenue is shown net of value added tax, returns, rebates and discounts. The Group recognises revenue when the amount of the revenue can be reliably measured and when it is probable that economic benefits will flow to the entity.

Un-invoiced fees at the balance sheet date are valued at the fair value of the consideration receivable when it is probable that economic benefits will flow to the Group. Where income is invoiced in advanced of work being completed, revenue is treated in the first instance as deferred income and recognised when the services are performed by the Group.

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 so as 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:

Computer equipment 33% per annum

Fixtures and fittings 33% per annum

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 separate annual 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.

Investments 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.

Financial instruments

Financial assets and financial liabilities are recognised on the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument.

Financial assets can be divided into the following categories: loans and receivables, financial assets at fair value through profit or loss, available-for-sale financial assets and held-to-maturity investments. Financial assets are assigned to the different categories by management on initial recognition, depending on the purpose for which the instruments were acquired. The designation of financial assets is re-evaluated at every reporting date at which a choice of classification or accounting treatment is available.

De-recognition of financial instruments occurs when the rights to receive cash flows from investments expire or are transferred and substantially all of the risks and rewards of ownership have been transferred. An assessment for impairment is undertaken at least at each balance sheet date whether or not there is objective evidence that a financial asset or a group of financial assets is impaired.

Trade receivables

Trade receivables are measured at initial recognition at fair value plus, if appropriate, directly attributable transaction costs and are subsequently measured at amortised cost using the effective interest method. Appropriate allowances for estimated irrecoverable amounts are recognised in the income statement when there is objective evidence that the asset is impaired. The allowance recognised is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows discounted at an effective interest rate computed at initial recognition.

Loans receivable

Loans receivable are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the Group or Company provides money directly to a debtor with no intention of trading the receivables. Loans receivable are measured at initial recognition at fair value plus, if appropriate, directly attributable transaction costs and are subsequently measured at amortised cost using the effective interest method, less provision for impairment. Any change in their value is recognised in the income statement.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Financial liabilities and equity

Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. A financial liability is a contractual obligation to either deliver cash or another financial asset to another entity or to exchange a financial asset or financial liability with another entity, including obligations which may be settled by the Group using its 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. The accounting policies adopted for specific financial liabilities and equity instruments are set out below.

Financial liabilities

At initial recognition, financial liabilities are measured at their fair value plus, if appropriate, any transaction costs that are directly attributable to the issue of the financial liability. After initial recognition, all financial liabilities are measured at amortised cost using the effective interest method.

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.

Operating leases

Rentals payable under operating leases, net of lease incentives, are charged to the statement of comprehensive income on a straight-line basis over the term of the lease.

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 balance sheet 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.

Adoption of new and revised standards

The following pronouncements have been adopted in the year and either had no impact on the financial statements or resulted in changes to presentation and disclosure only:

§ IAS 7 (amendments) Statement of cashflows disclosure *

§ IAS 12 (amendments) Income taxes on Recognition of deferred tax losses for unrealised losses *

§ Annual Improvements 2014-2016 Cycles *

*Effective for annual periods beginning on or after 1 January 2017.

Standards issued but not yet effective

At the date of authorisation of these financial statements, the following Standards and Interpretations relevant to the Group, which have not been applied in these financial statements, were in issue but were not yet effective. In some cases, these standards and guidance have not been endorsed by the European Union.

§ IFRS 2 (amendments) Classification and Measurement of Share-based Payment Transactions **

§ IFRS 9 Financial Instruments **

§ IFRS 15 (amendments) Revenue from Contracts with Customers **

§ IFRIC 22 Foreign Currency Transactions and Advance Consideration **

§ IFRS 16 Leases ***

§ IFRIC 23 Uncertainty over Income Tax Treatments ***

§ IAS 28 (amendments) Long-term Interests in Associates and Joint Ventures***

§ Annual improvements 2015-2017 cycle***

**Effective for annual periods beginning on or after 1 January 2018

***Effective for annual periods beginning on or after 1 January 2019

The directors have assessed the impact of the standards in issue but not yet effective and have noted below their conclusions on the key new standards.

IFRS 9 Financial Instruments

IFRS 9 issued in July 2014 introduces new requirements for the classification and measurement of financial instruments. It is effective for all accounting periods beginning on or after 1 January 2018.

The directors have considered the impact of IFRS 9 Financial Instruments for the next accounting period, and believe the key changes to the Company's accounting policies to be as follows:

§ The directors will assess the recoverability of receivables and loans with a view to recognising any impairment losses as necessary in line with the expected credit loss basis.

§ The directors are aware of the additional disclosure requirements of IFRS 9 Financial Instruments and will ensure their inclusion in the financial statements for the year ended 31 March 2019.

IFRS 15 Revenue from Contracts with Customers

IFRS 15 (latest amendment issued in April 2016) introduces a new standard for the recognition of revenue from contracts with customers. It is effective for all accounting periods beginning on or after 1 January 2018.

The directors have considered the potential impact of IFRS 15 Revenue from Contracts with Customers for the next accounting period and believe there to be no impact on the revenue recognition policies of the Company.

IFRS 16 Leases

IFRS 16 (latest amendment issued in January 2016) introduces a new basis for the accounting of leases. It is effective for all accounting periods beginning on or after 1 January 2019.

The directors have considered the potential impact of IFRS 16 Leases for the accounting period beginning on 1 January 2019 for all existing lease agreements. At present, the existing lease agreements are either of too short a nature or too low a value to qualify for a transitional change. The directors are aware that the new standard may impact future lease agreements and will account for any new agreements in line with IFRS 16 Leases.

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 considered to be 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.

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).

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, following the vesting period, 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 and assumptions regarding employee fluctuation are taken into account 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 20).

Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet 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.

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.

4 Revenue

5 Operating segments

The Group has three reportable segments, being consultancy, interim management 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 and local authority) across the housing sector. The majority of consultancy projects run over one to two months requiring on-going business development to ensure a full pipeline of consultancy work for the employed team.

Interim Management - individuals are embedded within housing organisations (normally registered providers, local authorities and ALMOs) in a substantive role, normally for a specified period of time. Interim management provides the Group with a more extended forward sales pipeline as the average contract is for six months. This section of the business provides low risk as the interim consultants are placed on rolling contractual basis and provides minimal financial commitment as associates to the business, rather than employees, are used for these roles.

Treasury Management - a range of services providing treasury advice and fund-raising services to non-profit making organisations working in the affordable housing and education sectors. Within this segment of the business a number of client organisations enter into fixed period retainers to ensure immediate call-off of the required services.

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 Chief Executive for the purpose of resource allocation and assessment of segment performance.

Within consultancy revenues, approximately 3% (2017: 11%) has arisen from the segments largest customer; within interim management 14% (2017: 9%); within treasury management 46% (2017: 18%).

Geographical information

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

6 Profit before taxation

7 Staff costs

8 Taxation

9 Earnings per share

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.

10 Goodwill

Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units that are expected to benefit from that business combination.

On 27th October 2017, the Group acquired the business of pod LLP and pod Partnership Limited for a fair value consideration of £1,710,000, satisfied by cash consideration of £625,000 and 2,614,458 shares issued at the market price of 41.5p per share. Acquisition related costs of £26,307 have been recognised as an expense in Administrative expenses in the Statement of comprehensive income.

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

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 past experience and project work already secured for future periods. Management have projected cash flows over a period of 5 years, based on a minimum average growth rate of 10% per annum. Projected cash flows have been discounted at a rate of 5%.

11 Property, plant and equipment

12 Investment in subsidiaries

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.

13 Investment in Associates

The principal activity of the associate is seen as complementing the Group's operations and contributing to achieving the Group's overall strategy.

The above associate is accounted for using the equity method in these consolidated financial statements as set out in the accounting policies in note 2.

Summarised financial information in respect of the Group's associates are set out below:

Reconciliation of the above summarised financial information to the carrying amount recognised in the consolidated financial statements:

14 Investments

Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured is held at cost less impairment.

15 Trade and other receivables

The aged profile of trade receivables not impaired is as follows:

16 Trade and other payables

17 Share capital

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:

18 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.

The reverse acquisition reserve arises due to the elimination of the Company's investment in Altair. 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.

19 Dividends