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REGISTERED NUMBER: 13942182 (England and Wales)










HAMSARD 3667 LIMITED

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD 25TH FEBRUARY 2022 TO 30TH APRIL 2023






HAMSARD 3667 LIMITED (REGISTERED NUMBER: 13942182)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD 25TH FEBRUARY 2022 TO 30TH APRIL 2023










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 3 to 4

Report of the Independent Auditors 5 to 8

Consolidated Income Statement 9

Consolidated Other Comprehensive Income 10

Consolidated Balance Sheet 11

Company Balance Sheet 12

Consolidated Statement of Changes in Equity 13

Company Statement of Changes in Equity 14

Consolidated Cash Flow Statement 15

Notes to the Consolidated Cash Flow Statement 16

Notes to the Consolidated Financial Statements 17 to 31


HAMSARD 3667 LIMITED

COMPANY INFORMATION
FOR THE PERIOD 25TH FEBRUARY 2022 TO 30TH APRIL 2023







DIRECTORS: M Bennett
J Freeman
R Hoggarth
W Scales
D Smith
M Stevens
T R Taylor
P Whelerton
T J Williams


REGISTERED OFFICE: Park House
Clifton Park
YORK
YO30 5PB


REGISTERED NUMBER: 13942182 (England and Wales)


AUDITORS: Thomas Coombs Limited
Statutory Auditor
Chartered Accountants
3365 The Pentagon
Century Way
Thorpe Park
Leeds
West Yorkshire
LS15 8ZB


BANKERS: Virgin Money
46 Coney Street
York
YO1 9NQ

HAMSARD 3667 LIMITED (REGISTERED NUMBER: 13942182)

GROUP STRATEGIC REPORT
FOR THE PERIOD 25TH FEBRUARY 2022 TO 30TH APRIL 2023


The directors present their strategic report of the company and the group for the period 25th February 2022 to 30th April 2023.

REVIEW OF BUSINESS
The directors are pleased with the results for the inaugural period for Hamsard 3667 Limited and the group remains in a robust financial position going forward.

The results for the period and financial position of the company and the group are as shown in the annexed financial statements.

PRINCIPAL RISKS AND UNCERTAINTIES
The management of the business and the execution of the group's strategy are subject to a number of risks.

The key business risks and uncertainties affecting the group are considered to relate to competition from national and independent providers.

The group has exposure to foreign exchange risk due to the international nature of its operations.

KEY PERFORMANCE INDICATORS
The directors consider revenue, gross profit margin and EBITDA margins to be the core KPIs for the group. The directors also focus on recurring revenues as a future growth driver and value creator.

The directors are pleased to report a strong performance across all these KPIs as presented within the financial statements of the group's subsidiaries.

FUTURE OUTLOOK
The group ends the period with net current assets of £6.1 million. Hamsard 3667 Limited's immediate subsidiary (Cellhire Group Limited) posted net assets of £14.9m at the same period end. The group is well placed to meet the challenges and opportunities for the upcoming financial periods.

ON BEHALF OF THE BOARD:





T R Taylor - Director


24th November 2023

HAMSARD 3667 LIMITED (REGISTERED NUMBER: 13942182)

REPORT OF THE DIRECTORS
FOR THE PERIOD 25TH FEBRUARY 2022 TO 30TH APRIL 2023


The directors present their report with the financial statements of the company and the group for the period 25th February 2022 to 30th April 2023.

INCORPORATION
The group was incorporated on 25th February 2022 and commenced trading on the same date.

DIVIDENDS
No dividends will be distributed for the period ended 30th April 2023.

RESEARCH AND DEVELOPMENT
Research and development costs of £10,000 were incurred in continuing operations during the period.

DIRECTORS
The directors who have held office during the period from 25th February 2022 to the date of this report are as follows:

M Bennett - appointed 27th June 2022
J Freeman - appointed 3rd January 2023
R Hoggarth - appointed 27th June 2022
W Scales - appointed 27th June 2022
D Smith - appointed 27th June 2022
M Stevens - appointed 27th June 2022
T R Taylor - appointed 27th June 2022
P Whelerton - appointed 27th June 2022
T J Williams - appointed 6th May 2022
Squire Patton Boggs Directors Limited - appointed 25th February 2022 - resigned 6th May 2022
J Jones - appointed 25th February 2022 - resigned 6th May 2022

All the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting.

FINANCIAL INSTRUMENTS
The group's financial statements comprise of borrowing such as secured loans, advance receipts in respect of the ordinary activities of the group, cash and liquid resources and various other items such as trade debtors and trade creditors that also arise directly from its operations.

POLITICAL DONATIONS AND EXPENDITURE
The group made no political contributions in the period. Donations to charitable causes amounted to £6,183.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

HAMSARD 3667 LIMITED (REGISTERED NUMBER: 13942182)

REPORT OF THE DIRECTORS
FOR THE PERIOD 25TH FEBRUARY 2022 TO 30TH APRIL 2023


STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, Thomas Coombs Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





T R Taylor - Director


24th November 2023

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
HAMSARD 3667 LIMITED


Opinion
We have audited the financial statements of Hamsard 3667 Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 30th April 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 30th April 2023 and of the group's loss for the period then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
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.

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 group's and the parent 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.

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

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If 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 themselves. 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, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
HAMSARD 3667 LIMITED


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

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

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

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
HAMSARD 3667 LIMITED


Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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 misstatement in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the entity and industries in which it operates, we identified the principal risks of non-compliance with laws and regulations related to employment legislation and data protection. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, tax legislation and the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102).

We assessed the susceptibility of the company's financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls, and ensuring these controls operated as intended. We determined the principal risks were related to posting journal entries to manipulate profits, and management bias in accounting estimates, especially accrued call and rental costs.

To address the risk of fraud through management bias and override of controls, we:
- Performed analytical procedures to identify any unusual or unexpected relationships.
- Identified and tested journal entries and identified any significant transactions that were unusual or outside the normal course of business.
- Investigated the rationale behind significant or unusual transactions.
- Challenged assumptions and judgements made by management in determining significant accounting estimates, in particular in relation to accrued call and rental costs.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed audit procedures which included, but were not limited to:
- Agreeing financial statements disclosures to underlying supporting documentation.
- Discussions with management of known or suspected instances of non-compliance with laws and regulations.
- Reading the minutes of meetings of those charged with governance.
- Reviewing correspondence with HMRC, relevant regulators and the company's legal advisors.

At the completion stage of the audit, the engagement partner's review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance of laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement relating to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
HAMSARD 3667 LIMITED


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Thomas Bond ACA (Senior Statutory Auditor)
for and on behalf of Thomas Coombs Limited
Statutory Auditor
Chartered Accountants
3365 The Pentagon
Century Way
Thorpe Park
Leeds
West Yorkshire
LS15 8ZB

24th November 2023

HAMSARD 3667 LIMITED (REGISTERED NUMBER: 13942182)

CONSOLIDATED INCOME STATEMENT
FOR THE PERIOD 25TH FEBRUARY 2022 TO 30TH APRIL 2023

Notes £    £   

TURNOVER 3 23,791,175

Cost of sales 14,651,747
GROSS PROFIT 9,139,428

Distribution costs 213,327
Administrative expenses 9,415,624
9,628,951
OPERATING LOSS 5 (489,523 )

Interest receivable and similar income 6 358
(489,165 )

Interest payable and similar expenses 7 4,506,008
LOSS BEFORE TAXATION (4,995,173 )

Tax on loss 8 (1,433,511 )
LOSS FOR THE FINANCIAL PERIOD (3,561,662 )
Loss attributable to:
Owners of the parent (3,561,662 )

HAMSARD 3667 LIMITED (REGISTERED NUMBER: 13942182)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
FOR THE PERIOD 25TH FEBRUARY 2022 TO 30TH APRIL 2023

Notes £   

LOSS FOR THE PERIOD (3,561,662 )


OTHER COMPREHENSIVE INCOME -
TOTAL COMPREHENSIVE INCOME FOR THE
PERIOD

(3,561,662

)

Total comprehensive income attributable to:
Owners of the parent (3,561,662 )

HAMSARD 3667 LIMITED (REGISTERED NUMBER: 13942182)

CONSOLIDATED BALANCE SHEET
30TH APRIL 2023

Notes £    £   
FIXED ASSETS
Intangible assets 10 38,778,636
Tangible assets 11 2,848,241
Investments 12 -
41,626,877

CURRENT ASSETS
Debtors 13 8,300,437
Cash at bank and in hand 5,854,766
14,155,203
CREDITORS
Amounts falling due within one year 14 8,012,815
NET CURRENT ASSETS 6,142,388
TOTAL ASSETS LESS CURRENT LIABILITIES 47,769,265

CREDITORS
Amounts falling due after more than one year 15 50,821,194
NET LIABILITIES (3,051,929 )

CAPITAL AND RESERVES
Called up share capital 20 5,097
Share premium 21 504,636
Retained earnings 21 (3,561,662 )
(3,051,929 )

The financial statements were approved by the Board of Directors and authorised for issue on 24th November 2023 and were signed on its behalf by:




T J Williams - Director



T R Taylor - Director


HAMSARD 3667 LIMITED (REGISTERED NUMBER: 13942182)

COMPANY BALANCE SHEET
30TH APRIL 2023

Notes £    £   
FIXED ASSETS
Intangible assets 10 -
Tangible assets 11 -
Investments 12 51,839,365
51,839,365

CURRENT ASSETS
Debtors 13 836,154
Cash at bank 57,399
893,553
CREDITORS
Amounts falling due within one year 14 5,263,689
NET CURRENT LIABILITIES (4,370,136 )
TOTAL ASSETS LESS CURRENT LIABILITIES 47,469,229

CREDITORS
Amounts falling due after more than one year 15 50,821,194
NET LIABILITIES (3,351,965 )

CAPITAL AND RESERVES
Called up share capital 20 5,097
Share premium 21 504,636
Retained earnings 21 (3,861,698 )
(3,351,965 )

Company's loss for the financial year (3,861,698 )

The financial statements were approved by the Board of Directors and authorised for issue on 24th November 2023 and were signed on its behalf by:




T J Williams - Director



T R Taylor - Director


HAMSARD 3667 LIMITED (REGISTERED NUMBER: 13942182)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD 25TH FEBRUARY 2022 TO 30TH APRIL 2023

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   

Changes in equity
Issue of share capital 5,097 - 504,636 509,733
Total comprehensive income - (3,561,662 ) - (3,561,662 )
Balance at 30th April 2023 5,097 (3,561,662 ) 504,636 (3,051,929 )

HAMSARD 3667 LIMITED (REGISTERED NUMBER: 13942182)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD 25TH FEBRUARY 2022 TO 30TH APRIL 2023

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   

Changes in equity
Issue of share capital 5,097 - 504,636 509,733
Total comprehensive income - (3,861,698 ) - (3,861,698 )
Balance at 30th April 2023 5,097 (3,861,698 ) 504,636 (3,351,965 )

HAMSARD 3667 LIMITED (REGISTERED NUMBER: 13942182)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE PERIOD 25TH FEBRUARY 2022 TO 30TH APRIL 2023

Notes £   
Cash flows from operating activities
Cash generated from operations 1 7,980,920
Interest paid (436,984 )
Tax paid (413,740 )
Net cash from operating activities 7,130,196

Cash flows from investing activities
Purchase of intangible fixed assets (791,898 )
Purchase of tangible fixed assets (946,477 )
Sale of tangible fixed assets 122,428
Acquisition of subsidiary undertakings (8,169,574 )
Interest received 358
Net cash from investing activities (9,785,163 )

Cash flows from financing activities
New loans in year 8,000,000
Share issue 509,733
Net cash from financing activities 8,509,733

Increase in cash and cash equivalents 5,854,766
Cash and cash equivalents at beginning of
period

2

-

Cash and cash equivalents at end of period 2 5,854,766

HAMSARD 3667 LIMITED (REGISTERED NUMBER: 13942182)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE PERIOD 25TH FEBRUARY 2022 TO 30TH APRIL 2023


1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
£   
Loss before taxation (4,995,173 )
Depreciation charges 4,193,958
Loss on disposal of fixed assets 16,431
Exchange adjustments (3,240 )
Finance costs 4,506,008
Finance income (358 )
3,717,626
Decrease in trade and other debtors 2,178,970
Increase in trade and other creditors 2,084,324
Cash generated from operations 7,980,920

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Period ended 30th April 2023
30/4/23 25/2/22
£    £   
Cash and cash equivalents 5,854,766 -


3. ANALYSIS OF CHANGES IN NET DEBT

At 25/2/22 Cash flow At 30/4/23
£    £    £   
Net cash
Cash at bank and in hand - 5,854,766 5,854,766
- 5,854,766 5,854,766
Debt
Debts falling due after 1 year - (50,821,194 ) (50,821,194 )
- (50,821,194 ) (50,821,194 )
Total - (44,966,428 ) (44,966,428 )

HAMSARD 3667 LIMITED (REGISTERED NUMBER: 13942182)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD 25TH FEBRUARY 2022 TO 30TH APRIL 2023


1. STATUTORY INFORMATION

Hamsard 3667 Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page. The nature of the group's operations and principal activities are the provision of domestic and international mobile communications solutions.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation
These financial statements have been prepared in accordance with applicable United Kingdom accounting standards, including Financial Reporting Standard 102 - "The Financial reporting standard applicable in the United Kingdom and Republic of Ireland" (FRS 102), and with the Companies Act 2006. The financial statements have been prepared in the historical cost basis.

The group financial statements consolidate the financial statements of Hamsard 3667 Limited and all its subsidiary undertakings drawn up to 30th April each year.

The financial statements have been prepared in sterling. All monetary amounts in the financial statements are rounded to the nearest £.

The parent company has taken advantage of section 408 of the Companies Act and has not included its own Profit and Loss Account in these statements.

Business combinations
Acquisitions of subsidiaries and businesses are accounted for using the purchase method. The cost of the business combination is measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquiree plus costs directly attributable to the business combination.

Any excess of the cost of the business combination over the acquirer's interest in the net fair value of the identifiable assets and liabilities is recognised as goodwill.

Goodwill, being the amount paid in connection with the acquisition of Cellhire Group Limited and its subsidiary undertakings on 27th June 2022, is to be amortised evenly over its useful life of 10 years.

HAMSARD 3667 LIMITED (REGISTERED NUMBER: 13942182)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 25TH FEBRUARY 2022 TO 30TH APRIL 2023


2. ACCOUNTING POLICIES - continued

Turnover
Turnover represents the amounts invoiced and accrued, excluding value added tax or local sales taxes, in respect of goods and services supplied during the year.

Turnover is recognised over the life of the contract, when the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Intangible assets
Other intangible assets are measured at cost less accumulated amortisation and any accumulated impairment losses.

Development costs are recognised as an intangible asset when all of the following criteria are demonstrated:

- The technical feasibility of completing the intangible asset so that it will be available for use or sale.
- The intention to complete the intangible asset and use or sell it.
- The ability to use the intangible asset or to sell it.
- How the intangible asset will generate probable future economic benefits.
- The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset.
- The ability to measure reliably the expenditure attributable to the intangible asset during its development.

Amortisation is provided to write off the cost less the estimated residual value of intangible fixed assets by equal instalments over their estimated useful economic lives as follows:


Trademarks- 5 to 10%
Development costs- 5%


Goodwill arising on business combinations in respect of acquisitions is capitalised. Positive goodwill is amortised over its estimated useful economic life estimated to be 10 years.

Tangible fixed assets
Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended.

Depreciation is provided to write off the cost less the estimated residual value of tangible fixed assets by equal instalments over their estimated useful economic lives as follows:

Fixtures, fittings, IT and office equipment- 10% to 33.3%
Communications Equipment - 20% to 33.3%
Motor Vehicles - 20%

Taxation
Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


HAMSARD 3667 LIMITED (REGISTERED NUMBER: 13942182)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 25TH FEBRUARY 2022 TO 30TH APRIL 2023


2. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development
Expenditure on research and development is written off in the year in which it is incurred.

Development costs incurred on specific projects are capitalised when recoverability can be assessed with reasonable certainty and amortised in line with expected sales/use arising from the projects. All other development costs are written off in the year of expenditure.

Foreign currencies
Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the contracted rate or the rate of exchange ruling at the balance sheet date and the gains or losses on translation are included in the profit and loss account.

The assets and liabilities of overseas subsidiary undertakings are translated at the closing exchange rates. Gains and losses arising on these translations are taken to reserves, net of exchange differences arising on related foreign currency borrowings.

Profits/losses of overseas subsidiary undertakings are translated at a monthly spot rate. Gains and losses arising on translation to the year end rate are taken through reserves.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Investment in subsidiaries
The consolidated financial statements incorporate the financial statements of the company and its subsidiaries. Control is achieved when the group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed during the year are included in total comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate using accounting policies consistent with those of the parent. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

Debtors and creditors receivable/payable within one year
Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in administrative expenses.

Financial instruments
Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or 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.

HAMSARD 3667 LIMITED (REGISTERED NUMBER: 13942182)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 25TH FEBRUARY 2022 TO 30TH APRIL 2023


3. TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

£   
United Kingdom 16,191,812
Europe 3,103,173
Worldwide 4,496,190
23,791,175

4. EMPLOYEES AND DIRECTORS


2023
£
Wages and salaries 3,643,432
Social security costs 559,467
Other pension costs 105,649
4,308,548


2023

Directors 9
Staff 83
92

The average number of employees employed by subsidiary undertakings that are consolidated during the period was 83.

£   
Directors' remuneration 573,215
Directors' pension contributions to money purchase schemes 21,711

Information regarding the highest paid director is as follows:
£   
Emoluments etc 138,359
Pension contributions to money purchase schemes 12,598

HAMSARD 3667 LIMITED (REGISTERED NUMBER: 13942182)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 25TH FEBRUARY 2022 TO 30TH APRIL 2023


5. OPERATING LOSS

The operating loss is stated after charging/(crediting):

£   
Other operating leases 196,260
Depreciation - owned assets 768,891
Loss on disposal of fixed assets 16,431
Goodwill amortisation 3,391,361
Trademarks and licences amortisation 7,910
Development costs amortisation 25,796
Auditors' remuneration 80,200
Foreign exchange differences (26,595 )
Research and development expenditure 10,000

6. INTEREST RECEIVABLE AND SIMILAR INCOME
£   
Deposit account interest 358

7. INTEREST PAYABLE AND SIMILAR EXPENSES
£   
Interest payable 4,506,008

8. TAXATION

Analysis of the tax credit
The tax credit on the loss for the period was as follows:
£   
Current tax:
Foreign taxation 149,170

Deferred tax (1,582,681 )
Tax on loss (1,433,511 )

Reconciliation of total tax credit included in profit and loss
The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The difference is explained below:

£   
Loss before tax (4,995,173 )
Loss multiplied by the standard rate of corporation tax in the UK of 19.490 % (973,559 )

Effects of:
Expenses not deductible for tax purposes 349,395
Depreciation in excess of capital allowances 571,330
Share schemes (867,565 )
Different rates on overseas income 30,675
Adjusted rates on deferred tax (353,701 )
Pre acquisition losses (190,086 )
Total tax credit (1,433,511 )

HAMSARD 3667 LIMITED (REGISTERED NUMBER: 13942182)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 25TH FEBRUARY 2022 TO 30TH APRIL 2023


9. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.


10. INTANGIBLE FIXED ASSETS

Group
Trademarks
and Development
Goodwill licences costs Totals
£    £    £    £   
COST
Additions 40,696,328 4,716 787,182 41,488,226
Acquired through business
combinations - 378,737 619,097 997,834
At 30th April 2023 40,696,328 383,453 1,406,279 42,486,060
AMORTISATION
Amortisation for period 3,391,361 7,910 25,796 3,425,067
Acquired through business
combinations - 253,982 28,375 282,357
At 30th April 2023 3,391,361 261,892 54,171 3,707,424
NET BOOK VALUE
At 30th April 2023 37,304,967 121,561 1,352,108 38,778,636

HAMSARD 3667 LIMITED (REGISTERED NUMBER: 13942182)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 25TH FEBRUARY 2022 TO 30TH APRIL 2023


11. TANGIBLE FIXED ASSETS

Group
Fixtures,
fittings,
IT and
Communications office
equipment equipment Totals
£    £    £   
COST
Additions 843,763 102,714 946,477
Disposals (779,606 ) (59,699 ) (839,305 )
Acquired through business
combinations 5,563,651 3,940,520 9,504,171
Exchange differences 3,265 2,302 5,567
At 30th April 2023 5,631,073 3,985,837 9,616,910
DEPRECIATION
Charge for period 673,419 95,472 768,891
Eliminated on disposal (657,178 ) (43,268 ) (700,446 )
Acquired through business
combinations 3,320,269 3,377,577 6,697,846
Exchange differences 1,560 818 2,378
At 30th April 2023 3,338,070 3,430,599 6,768,669
NET BOOK VALUE
At 30th April 2023 2,293,003 555,238 2,848,241

12. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
Additions 51,839,365
At 30th April 2023 51,839,365
NET BOOK VALUE
At 30th April 2023 51,839,365

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

Subsidiaries

Cellhire Group Limited
Registered office: Park House, Clifton Park, York, YO30 5PB, England
Nature of business: holding company
%
Class of shares: holding
Ordinary 100.00

HAMSARD 3667 LIMITED (REGISTERED NUMBER: 13942182)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 25TH FEBRUARY 2022 TO 30TH APRIL 2023


12. FIXED ASSET INVESTMENTS - continued

Cellhire (Holdings) Limited
Registered office: Park House, Clifton Park, York, YO30 5PB, England
Nature of business: Holding company
%
Class of shares: holding
Ordinary 100.00

A 100% subsidiary of Cellhire Group Limited

Cellhire Limited
Registered office: Registered office: Park House, Clifton Park, York, YO30 5PB, England
Nature of business: International mobile communication solutions
%
Class of shares: holding
Ordinary 100.00

A 100% subsidiary of Cellhire (Holdings) Limited.

Cellhire Inc.
Registered office: 866 Presidential Drive, Suite 406, Richardson, Dallas, Texas, 75081, U.S.A.
Nature of business: Holding company
%
Class of shares: holding
Ordinary 100.00

A 100% subsidiary of Cellhire Limited.

Cellhire USA, LLC
Registered office: 866 Presidential Drive, Suite 406, Richardson, Dallas, Texas, 75081, U.S.A.
Nature of business: International mobile communication solutions
%
Class of shares: holding
Ordinary 100.00

A 100% subsidiary of Cellhire Inc.

The Telephone Company LLC
Registered office: 866 Presidential Drive, Suite 406, Richardson, Dallas, Texas, 75081, U.S.A.
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

A 100% subsidiary of Cellhire Inc.

Cellhire (France) Sarl
Registered office: 22 Quai Gallieni - 92150 Suresnes, France
Nature of business: International mobile communication solutions
%
Class of shares: holding
Ordinary 100.00

A 100% subsidiary of Cellhire Limited.

HAMSARD 3667 LIMITED (REGISTERED NUMBER: 13942182)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 25TH FEBRUARY 2022 TO 30TH APRIL 2023


12. FIXED ASSET INVESTMENTS - continued

Cellhire International Limited
Registered office: Park House, Clifton Park, York YO30 5PB, England
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

A 100% subsidiary of Cellhire Limited.

Fonefix Limited
Registered office: Park House, Clifton Park, York, YO30 5PB, England
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

A 100% subsidiary of Cellhire Limited.

Cellhire YK
Registered office: Shin-Kokusai Building 2nd Floor, 3-4-1 Marunouchi, Chiyoda-ku, Tokyo 100-0005
Nature of business: International mobile communication solutions
%
Class of shares: holding
Ordinary 100.00

A 100% subsidiary of Cellhire Limited.

Cellhire GmbH
Registered office: Teichstrasse 38, 79539 Lorrach, Germany
Nature of business: International mobile communication solutions
%
Class of shares: holding
Ordinary 100.00

A 100% subsidiary of Cellhire Limited.

Mjolnir Telecom AS
Registered office: Dronning Eufemias Gate 16, 0191 Oslo, Norway
Nature of business: International mobile communication solutions
%
Class of shares: holding
Ordinary 100.00

A 100% subsidiary of Cellhire Limited.

0044 Limited
Registered office: Park House, Clifton Park, York, YO30 5PB, England
Nature of business: On line communications
%
Class of shares: holding
Ordinary 100.00

A 100% subsidiary of Cellhire Limited.


HAMSARD 3667 LIMITED (REGISTERED NUMBER: 13942182)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 25TH FEBRUARY 2022 TO 30TH APRIL 2023


12. FIXED ASSET INVESTMENTS - continued


Acquisitions and business combinations

On 27th June 2022 Hamsard 3667 Limited acquired a 100% shareholding in Cellhire Group Limited. The share capital was acquired through a combination of cash consideration, loan notes and the issue of new shares in Hamsard 3667 Limited.



Net assets acquired


Book value


Fair value and
other
adjustments


Recognised
value of
acquisition
£    £    £   

Intangible fixed assets 715,477 - 715,477
Tangible fixed assets 2,806,325 - 2,806,325
Debtors 9,343,689 - 9,343,689
Cash 4,917,621 - 4,917,621
Creditors (6,181,675 ) - (6,181,675 )
Deferred tax (458,400 ) - (458,400 )
Net identifiable assets and liabilities 11,143,037

Total cost of business combination:
Consideration paid and directly attributable costs 51,839,365
Total goodwill recognised on acquisition 40,696,328

The businesses acquired have contributed the following turnover and profit after tax for the period since acquisition:



27th June
2022to 30th
April 2023

Turnover 23,791,175

Profit after tax 3,963,690

13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


Group Company
£    £   
Trade debtors 3,410,261 -
Other debtors 97,146 7,168
Amounts owed by related
parties 73,174 -
Tax 14,569 -
VAT 115,808 137,498
Deferred tax asset 1,124,332 691,488
Prepayments and accrued income 3,465,147 -
8,300,437 836,154

HAMSARD 3667 LIMITED (REGISTERED NUMBER: 13942182)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 25TH FEBRUARY 2022 TO 30TH APRIL 2023


13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR - continued

Deferred tax asset

Group Company
£    £   
Deferred tax 1,124,332 691,488

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


Group Company
£    £   
Trade creditors 2,956,043 11,999
Client deposits 80,953 -
Amounts owed to group undertakings - 5,128,247
Social security and other taxes 145,653 -
Accrued expenses 4,830,166 123,443
8,012,815 5,263,689

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR


Group Company
£    £   
Bank loans (see note 16) 8,000,000 8,000,000
Other loans (see note 16) 42,821,194 42,821,194
50,821,194 50,821,194

16. LOANS

An analysis of the maturity of loans is given below:


Group Company
£    £   
Amounts falling due in more than five years:
Repayable otherwise than by instalments
Other loans more than 5 years
by instalments 42,821,194 42,821,194
42,821,194 42,821,194
Repayable by instalments
Bank loans more than 5 years
by instalments 8,000,000 8,000,000
8,000,000 8,000,000







HAMSARD 3667 LIMITED (REGISTERED NUMBER: 13942182)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 25TH FEBRUARY 2022 TO 30TH APRIL 2023


17. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non- cancellable operating leases
£   
Within one year 286,942
Between one and five years 923,463
In more than five years 372,632
1,583,037

18. SECURED DEBTS

The following secured debts are included within creditors:


Company
£   
Bank loans 8,000,000
21,410,596
29,410,596

Loan notes with a total principal value of £38,752,170 were issued on 27th June 2022 by Hamsard 3667 Limited as part of the acquisition transaction described in note 12; £19,376,084 being secured and £19,376,086 being unsecured. Interest accrues on the loan notes at 12% per annum. Interest of £2,034,512 was accrued on secured loan notes at 30th April 2023, with £2,034,512 also accrued on the unsecured loan notes. The loan notes are to be repaid 30 days following the 6th anniversary of the date of the instrument or on an exit event if earlier. The secured loan notes hold a fixed and floating charge on group assets.

The bank loan is secured by way of a fixed and floating charge on group assets.

19. DEFERRED TAX

Group
£   
Provided during period (1,582,681 )
Acquired through combinations 458,400
Exchange movements (51 )
Balance at 30th April 2023 (1,124,332 )

Company
£   
Provided during period (691,488 )
Balance at 30th April 2023 (691,488 )

HAMSARD 3667 LIMITED (REGISTERED NUMBER: 13942182)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 25TH FEBRUARY 2022 TO 30TH APRIL 2023


20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023
value: £
200,000 Ordinary A £0.01 2,000
247,585 Ordinary B1 £0.01 2,476
3,741 Ordinary B2 £0.01 37
58,407 Ordinary C £0.01 584
5,097

New shares allotted

During the period 200,000 Ordinary A shares having an aggregate nominal value of £2,000 were alloted for an aggregate consideration of £200,000.

During the period 247,585 Ordinary B1 shares having an aggregate nominal value of £2,475.85 were alloted for an aggregate consideration of £247,585.

During the period 3,741 Ordinary B2 shares having an aggregate nominal value of £37.41 were alloted for an aggregate consideration of £3,741.

During the period 58,407 Ordinary C shares having an aggregate nominal value of £584.07 were alloted for an aggregate consideration of £58,407.

Share premium

The total consideration received for shares issued in the year was £504,636 in excess of their nominal value, which has been carried forward as share premium at the balance sheet date.

Voting rights

Subject to articles 51 (voting restrictions) and 5.2, of the company's Articles of Association the holders of the the ordinary shares shall be entitled to receive notice of, and to attend, speak and vote at, general meetings of the company and to vote on any written resolution of the shareholders.

Dividends

Subject to any distributions made pursuant to articles 8.3 and/or 8.4 of the company's Articles of Association, any profits available for distribution which the company determines to distribute (which shall require investor approval) shall be distributed amongst the holders of the equity shares pari passu as if they constituted one class of shares pro rata to the number of equity shares held by them.

Return of capital

On a return of capital of the company on a winding up or otherwise (other than a redemption of shares or the purchase by the company of its own shares), the surplus assets and retained profits of the company available for distribution among the shareholders shall be applied amongst the holders of the equity shares as if they constituted one class of shares pro rata to the number of equity shares held by them.

Redemption

The ordinary shares are not redeemable.

HAMSARD 3667 LIMITED (REGISTERED NUMBER: 13942182)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 25TH FEBRUARY 2022 TO 30TH APRIL 2023


21. RESERVES

Group
Retained Share
earnings premium Totals
£    £    £   

Deficit for the period (3,561,662 ) (3,561,662 )
Cash share issue - 504,636 504,636
At 30th April 2023 (3,561,662 ) 504,636 (3,057,026 )

Company
Retained Share
earnings premium Totals
£    £    £   

Deficit for the period (3,861,698 ) (3,861,698 )
Cash share issue - 504,636 504,636
At 30th April 2023 (3,861,698 ) 504,636 (3,357,062 )

Called up share capital represents the nominal value of shares that have been issued.

Share premium account includes any premiums received on the issue of share capital.

Retained earnings includes all current and prior period retained profits and losses.

22. CONTINGENT LIABILITIES

On 13th October 2011 various group companies entered into an agreement guaranteeing the amounts due to HSBC Bank plc by certain other group companies. This agreement includes Cellhire Group Limited, Cellhire (Holdings) Limited, Fonefix Limited, Cellhire Limited and in addition, dated 10 February 2016, 0044 Limited. The amounts due as at 30th April 2023 are £Nil.

23. RELATED PARTY DISCLOSURES

The company has taken advantage of the exemption conferred by FRS102 to not disclose transactions with group undertakings where 100% of the voting rights are controlled within the group.

During the period ended 30th April 2023 the group provided net tangible products and services of £829,083 and received net tangible products, services and paid rent of £165,614 to companies in which a director of Hamsard 3667 Limited is also a director.

At 30th April 2023 the group was owed £73,174 by companies in which a director of Hamsard 3667 Limited is also a director.

At 30th April 2023 an amount of £11,391,161 was owed to directors of the group in the form of loan notes with a principal value of £10,308,732 and accrued interest of £1,082,429. The loan notes are repayable by 27th June 2028. Interest on these loan notes is charged at 12%. Interest charged during the period was £1,082,429.

At 30th April 2023 an amount of £7,159,601 was owed to close family members of a director of the group in the form of loan notes with a principal value of £6,479,270 and accrued interest of £680,331. The loan notes are repayable by 27th June 2028. Interest on these loan notes is charged at 12%. Interest charged during the period was £680,331.

At 30th April 2023 an amount of £5,264,411 was owed to a trust in which a director is a trustee of. This amount was in the form of loan notes with a principal value of £4,764,168 and accrued interest of £500,243. The loan notes are repayable by 27th June 2028. Interest on these loan notes is charged at 12%. Interest charged during the period was £500,243.

HAMSARD 3667 LIMITED (REGISTERED NUMBER: 13942182)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 25TH FEBRUARY 2022 TO 30TH APRIL 2023


24. ULTIMATE CONTROLLING PARTY

In the opinion of the directors, Hamsard 3667 Limited has no ultimate controlling party.

25. PENSION SCHEME

The group contributes to defined contribution pension schemes. The pension cost charged for the period represents contributions payable by the group to the schemes and amounted to £105,649.

There were outstanding contributions payable to the schemes as at 30th April 2023 of £Nil.