Company registration number 09473233 (England and Wales)
HILBRE HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
HILBRE HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mr P I Armitage
Mr S Reeve
Mr N A Hilton
Company number
09473233
Registered office
Unit 2 Northbrook Industrial Estate
Vincent Avenue
Southampton
Hampshire
SO16 6PB
Auditor
Moore (South) LLP
City Gates
2 - 4 Southgate
Chichester
West Sussex
PO19 8DJ
HILBRE HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 6
Directors' report
7 - 10
Independent auditor's report
11 - 14
Group statement of comprehensive income
15
Group balance sheet
16
Company balance sheet
17
Group statement of changes in equity
18 - 19
Company statement of changes in equity
20
Group statement of cash flows
21
Notes to the financial statements
22 - 48
HILBRE HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

Who we are

 

Hilbre Holdings Limited and its subsidiaries, CLC Group Limited, C.L.C Contractors Limited and C.L.C Contractors (Ireland) Limited, collectively "CLC" or the "Group", form one the UK's leading property maintenance and refurbishment companies.

 

What we do

    

Since our early days as specialist painting contractors, we have grown into a multi trade business, expanding our services across multiple sectors with a skilled and experienced workforce of over 900 employees based across 13 branch offices throughout the UK. Our 55 years' experience in the industry and commitment to using in-house resources makes us a safe and reliable contractor who consistently provides clients with a high quality service.

 

At CLC, we help our clients transform and maintain their buildings, homes or infrastructure through a variety of refurbishment and maintenance services. We work for a significant number of clients across a variety of business sectors including; Leisure, Education, Utility, Healthcare, Social Housing and Commercial sectors, providing the following services:

 

 

What makes us different

 

We believe that what makes us different from our competitors is our people, our values and our commitments.

 

Our people

 

Our workforce largely consists of directly employed trades people from the local areas in which we operate. We believe that investing in a directly employed team and providing them with training and progression opportunities leads to committed trades people with a passion for what they do.

 

Our Directors, across our group structure, are responsible for the successful delivery of each and every contract. With Directors and branch managers spread throughout our branches, our staff, supply chain and most importantly our clients can walk into a branch and speak directly to a Director or branch manager.

 

We are a national contractor with a management structure in each branch, allowing us to be 'small enough to care but big enough to cope'.

 

Our values

 

Our Values form the promises we make to our employees, clients and their customers and what we set out to achieve on every project we undertake. Our values include:

 

 

HILBRE HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Our commitments


Our clients trust us to deliver a safe, efficient and reliable service built on quality workmanship. To achieve this, we commit to:

 

 

Business review

 

The Group traded very well during 2023, when it continued to outstrip historical levels of work serving our customers. The effects of the pandemic had been overcome by the beginning of the year, although the invasion of the Ukraine by Russia in February 2022 and the resultant sanctions applied continued to affect the global economy causing inflationary pressures, which in turn lead central banks to increase interest rates. The shocks to the debt markets following the Liz Truss/Kwasi Kwarteng budget in September 2022 created further problems and uncertainties for the UK economy which continued into 2023. The construction labour market remained tight, which has meant that recruitment throughout the year has been challenging. Where we have had requirements to fill key management roles, our strong business and clear commitments and values act as a differentiator from our competitors, allowing us to attract talented people into the business, and we move into 2024 with a very strong management team. Recruitment of skilled trades continues to be challenging in the market currently.

 

On 23 June 2023, the Group was acquired by HIG Capital LLC through a new corporate entity, Repair Bidco UK Limited, when this entity acquired the entire share capital of Company. A new group structure was put in place at the same time. As part of this deal, the funding structure of the Group was changed, and details of these arrangements are noted in the accounts of the relevant new group companies.

 

This change in ownership of the Group allows the Group to access new lines of funding and to consider other areas of growth.

 

The trading results of the Group for 2023 were above budgeted levels of turnover and profit. The Directors are pleased with the results for the year given the geopolitical and macroeconomic backdrop. The outlook for 2024 is discussed in the Directors' report.

 

HILBRE HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Principal risks and uncertainties

 

The Group uses various financial instruments. These include cash and various items, such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Group's operations. The existence of these financial instruments exposes the Group to a number of financial risks, which are described in more detail below.

 

The main risks arising from the Group's financial instruments are credit risk, liquidity risk and contract risk. The Directors review and agree policies for managing each of these risks and they are summarised below. These policies have remained unchanged from previous years. The Group is not exposed to significant translation and transaction foreign exchange risk.

 

Credit risk

 

The Group's principal financial assets are work in progress and trade debtors. The principal credit risk arises therefore from its work in progress and trade debtors. Over 50% of the work is carried out for public sector or quasi public sector organisations which pose little or no credit risk.

 

In order to manage credit risk the credit manager sets limits for customers based on a combination of payment history, third party credit references and an assessment of market conditions. Credit limits are reviewed by the Directors on a regular basis in conjunction with debt ageing and collection history.

 

Liquidity risk

 

The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. Budgets and forecasts are prepared and updated and the arrangement of sufficient banking facilities are managed to meet the needs of the Group on an annual basis.

 

Contract risk

 

The Group enters into contracts with customers and its supply chain, each priced in accordance with the Group's profitability targets and in line with the general market. There is a risk that prices are set and agreed at incorrect levels, and the profitability targets are missed. Large tenders are reviewed internally before submission and our oversight through our financial key performance indicators means that any pricing errors are quickly identified and, where possible, mitigated.

 

Covid-19 pandemic

 

The UK Government ended self isolation restrictions relating to the pandemic as of 24 February 2022 in England following its publication of its Plan for Living with Covid on 19 February. We consider that our Balance Sheet and cash position is sufficiently strong to enable us to continue through 2024 and beyond with no further support from either Government or stakeholders given the current state of the pandemic and the Government's current plans.

 

HILBRE HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
Financial key performance indicators

We monitor the business using a number of key performance indicators including:

 

Activity levels

 

Workload is reviewed by the Board and the Branch management team on a monthly basis and tracked against annual budgeted and forecasted revenue. Through this review any shortfalls in individual branch revenues can be identified in advance and rectified through a focus on alternative works and through the increased focus on such branches by our business development managers.

 

Operating margins

 

Contract margins are reviewed on a monthly basis at a contract, branch and group level to identify areas of under performance and possible improvement. This enables the management team to identify issues on a timely basis and implement rectification plans accordingly.

 

During 2023, gross profit margins were 21.4% (2022: 19.4%).

 

Working capital levels

 

Debtors and work in progress are reviewed and monitored each month. The management team identifies where improvements in operational performance can be made and how better cash collection can be achieved through this review process. Working capital management is a fundamental part of our business and is integral to our reward and recognition processes.

 

Debtor days (including amounts recoverable on contracts) at year end were 53 days (2022: 55 days).

 

Other key performance indicators

In addition to the financial KPl's, we also monitor the business through a number of non-financial key performance indicators, including:

 

Customer Satisfaction

 

The Group conducts surveys of customer satisfaction of completed contracts and longer term ongoing contracts to ensure we are maintaining our high levels of client satisfaction. We take customer satisfaction extremely seriously and our aim is to exceed client expectations at all times.

 

Customer satisfaction KPl's are reviewed each month at Board level and action is taken where shortfalls in our performance are identified. Board involvement in this process helps to reinforce our client focused culture.

 

In the year to 31 December 2023, we achieved an overall customer satisfaction of 95.9%.

 

Health and Safety

 

The Group monitors incidents and accidents with a focus on accident prevention and maintaining safety of our staff, clients and the general public. We provide "tool box talks" for our operatives each month on pertinent areas such as Working at Height and Slips, Trips and Falls. The Board and branch management reviews attendance and scores at these training sessions to ensure that all operatives are appropriately trained.

 

Additionally, our Health and Safety team reports on accident statistics each month and this is closely reviewed.

 

HILBRE HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
Section 172(1) of the Companies Act 2006


The Directors of the Company, as those of all UK companies, must act in accordance with a set of general duties. These duties are detailed in section 172 of the UK Companies Act 2006 which is summarised as follows:

 

A Director of a Company must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its shareholders as a whole and, in doing so, have regard (amongst other matters) to:

 

The following paragraphs summarise how the Directors fulfil their duties:

 

Risk management

 

We provide building refurbishment and maintenance services to our clients. Most of the work that we undertake falls into the Construction market sector, which is highly regulated by various bodies, most notably through the Health and Safety at Work Act 1974 via the Health and Safety Executive, which creates a framework within which we manage operational and safety risk. The Company, through its Board, its quality assurance systems and its branch management structure, operates a proven methodology for effectively identifying, evaluating, managing and mitigating the risks we face. For details of our principal risks and uncertainties, please see page 3.

 

Our people

 

The Group is committed to being a responsible business and our behaviour is aligned with the expectations of our people, our clients, our shareholders and the communities we serve and society as a whole. People are at the heart of our service delivery and our success flows from our management of our people's performance and development of their talent while ensuring we operate as efficiently as possible. We ensure that we share common values that inform and guide our behaviour so we achieve our goals in the right way. For further details, see "Our Values" and "Our Commitments" above.

 

Business relationships

 

Our strategy prioritises organic growth through consistent high quality service and strong client relationships. We value all our suppliers and have strong ongoing relationships with our key suppliers.

 

Community and environment

 

The Group's approach is to utilise its recruitment of its workforce to promote local people in the communities in which we work. We support our clients, many of whom are very active in social housing and social care, to promote the local community. We also actively promote recycling of building products and the reduction of our carbon emissions through various initiatives driven through our management teams.

 

Shareholders

 

The Board actively engages with the Group's shareholders, whether they are members of the management team, who are automatically aligned to the Group's values and aspirations, or the management of HIG Capital LLC, in order to maintain an effective dialogue.

 

 

HILBRE HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -

This report was approved by the board and signed on its behalf.

Mr S Reeve
Director
22 May 2024
HILBRE HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal activities of the group are building refurbishment, building maintenance and asset maintenance.

 

The principal activity of the company is that of a holding company.

Results and dividends

The results for the year are set out on page 15.

Dividends of £972k (2022: £675k) have been paid to C shareholders in the year.

 

Dividends of £nil (2022: £1,377k) have been declared to C shareholders and are included within liabilities. The prior year dividends declared were paid during the year.

 

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr P B T Armitage
(Resigned 23 June 2023)
Mr P I Armitage
Mr R S Armitage
(Resigned 23 June 2023)
Mr S Reeve
Mr N A Hilton
Financial instruments

The Group uses various financial instruments. These include loans, cash, and various items, such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Group's operations. The existence of these financial instruments exposes the Group to a number of financial risks, which are described in more detail in the strategic report.

 

Disabled persons

The Directors give special attention to the health and safety of their employees. If an employee becomes disabled whilst employed by the Group then whenever possible that person will be employed in the same job. If this is not possible every effort will be made to find suitable alternative employment. If retraining is necessary this will be provided using Group resources and the facilities offered by the Government retraining centres.

 

Employee involvement

Appropriate action has been taken to develop arrangements aimed at providing the Group's employees with information on matters of concern to them; consulting with employees or their representatives; encouraging their involvement in the Group's performance; and achieving an awareness on the part of employees of financial and economic factors affecting the Group's performance.

 

Statement of engagement with suppliers, customers and others in a business relationship with the group

As stated in our Strategic Report, our strategy prioritises organic growth through consistent high quality service and strong client relationships. We value all our suppliers who support us in this strategy, and have strong ongoing relationships with our key subcontractors and suppliers. The creation and support of teams who work together with both clients and suppliers is integral to our service delivery.

 

HILBRE HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
Post reporting date events

There have been no post balance sheet events after the year end.

 

Future developments

The Group has responded well to the challenges created by the UK economy in 2023, with higher general inflation, material and labour shortages all experienced throughout the year. The directors are optimistic about the Group’s ability to deliver growth in the coming years given the Company’s track record of agility in the marketplace. The forthcoming General Election later in 2024 will also bring new challenges and opportunities to the Company.

 

Going concern

The Directors have reviewed forecasts for the Group to 31 December 2025, along with the current funding arrangements available to the Group and concluded that the Group has adequate liquidity headroom and mitigation strategies to continue to operate for at least the next 12 months from approval of these financial statements and meet its liabilities as they fall due. The Directors therefore have a reasonable expectation that the Group and therefore the Company has adequate resources to continue in operational existence for the foreseeable future.

 

The Company has access to the facilities of the Group and therefore management consider the Group assessment to be aligned with that of the Company for going concern purposes.

 

Auditor

In accordance with the company's articles, a resolution proposing that Moore (South) LLP be reappointed as auditor of the group will be put at a General Meeting.

HILBRE HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
Energy and carbon report

The Directors set out below the UK energy usage and greenhouse gas emissions for the year.

 

Scope 1 consumption and emissions relate to direct combustion of natural gas, and fuels utilised for transportation operations, such as company vehicles.

 

Scope 2 consumption and emissions relate to indirect emissions relating to the consumption of purchased electricity in day-to-day business operations.

 

 

UK Consumption

UK Consumption

 

Carbon Emissions

Carbon Emissions

 

(kWh)

(kWh)

 

(tC02e)

(tc02e)

 

2023

2022

 

2023

2022

 

 

 

 

 

 

Scope 1 - Direct emissions

 

 

 

 

 

Transportation

15,857,749

15,325,170

 

3,776

3,684

Gaseous and other fuels

174,184

48,420

 

32

9

 

 

 

 

 

 

Scope 2 - Indirect emissions

 

 

 

 

Grid-supplied electricity

326,212

393,449

 

67

76

Total

16,358,145

15,767,039

 

3,875

3,769

 

 

 

 

 

 

 

 

 

 

 

 

Intensity metrics

tCO2e per FTE

tCO2e per FTE

 

 

 

 

2023

2022

 

 

 

 

 

 

 

 

 

Gas and fuel

0.03

0.01

 

 

 

Electricity

0.07

0.08

 

 

 

Transport

3.94

3.88

 

 

 

Total

4.04

3.97

 

 

 

 

96.9% (2022: 97.2%) of our energy consumption relates to transportation. Similarly, 97.4% (2022: 97.7%) of our greenhouse gas emissions come from transportation. In order to reduce our carbon footprint, we have developed a plan to move away from vans with diesel engines which we currently use. These are to be replaced with either hybrids or fully electric vehicles. We will be dependent on the infrastructure of the nation to make this succeed, and charging points will need to be far more prevalent than currently, to allow the free movement of our workforce from site to site.

 

HILBRE HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

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

 

 

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

Matters covered in the strategic report

The business review and information on financial risk management objectives and policies and principal risks and uncertainties is shown in the strategic report.

 

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Qualifying third party indemnity provision

The Group purchased and throughout the year maintained appropriate insurance cover in respect of Directors' and Officers' liabilities.

On behalf of the board
Mr S Reeve
Director
22 May 2024
HILBRE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF HILBRE HOLDINGS LIMITED
- 11 -
Opinion

We have audited the financial statements of Hilbre Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, 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 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of 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 our audit:

HILBRE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF HILBRE HOLDINGS LIMITED
- 12 -
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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

 

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company and group.

HILBRE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF HILBRE HOLDINGS LIMITED
- 13 -

Our approach was as follows:

 

 

 

 

 

 

 

To address the risk of fraud through management override we:

 

In response to the risk of irregularities with regards to the recognition of revenue, we:

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

 

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

HILBRE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF HILBRE HOLDINGS LIMITED
- 14 -

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

Matthew Bather (Senior Statutory Auditor)
For and on behalf of Moore (South) LLP
22 May 2024
Chartered Accountants
Statutory Auditor
City Gates
2 - 4 Southgate
Chichester
West Sussex
PO19 8DJ
HILBRE HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
2023
2022
Notes
£'000
£'000
Turnover
3
203,974
173,449
Cost of sales
(160,366)
(139,860)
Gross profit
43,608
33,589
Administrative expenses
(25,636)
(22,012)
Operating profit
4
17,972
11,577
Interest receivable and similar income
8
1,235
51
Interest payable and similar expenses
9
(64)
(42)
Profit before taxation
19,143
11,586
Tax on profit
10
(3,767)
(2,705)
Profit for the financial year
15,376
8,881
Other comprehensive income
Actuarial (loss)/gain on defined benefit pension schemes
(149)
608
Currency translation loss taken to retained earnings
(22)
-
0
Tax relating to other comprehensive income
-
0
(152)
Total comprehensive income for the year
15,205
9,337
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.

The notes on pages 22 to 48 form part of these financial statements.

HILBRE HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 16 -
2023
2022
Notes
£'000
£'000
£'000
£'000
Fixed assets
Goodwill
12
18,517
20,168
Other intangible assets
12
1,368
1,472
Total intangible assets
19,885
21,640
Tangible assets
13
3,566
3,036
23,451
24,676
Current assets
Stocks
16
249
145
Debtors
17
61,799
28,934
Cash at bank and in hand
17,151
22,455
79,199
51,534
Creditors: amounts falling due within one year
18
(32,913)
(27,797)
Net current assets
46,286
23,737
Total assets less current liabilities
69,737
48,413
Creditors: amounts falling due after more than one year
19
(938)
(532)
Provisions for liabilities
Deferred tax liability
21
309
-
0
(309)
-
Net assets
68,490
47,881
Capital and reserves
Called up share capital
24
19,034
19,034
Share premium account
230
230
Other reserves
2,350
(2,326)
Profit and loss reserves
46,876
30,943
Total equity
68,490
47,881

The notes on pages 22 to 48 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 22 May 2024 and are signed on its behalf by:
22 May 2024
Mr S Reeve
Director
Company registration number 09473233 (England and Wales)
HILBRE HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 17 -
2023
2022
Notes
£'000
£'000
£'000
£'000
Fixed assets
Investments
14
60,300
60,537
Current assets
Debtors
17
24,441
3,928
Cash at bank and in hand
1,686
2
26,127
3,930
Creditors: amounts falling due within one year
18
(29,704)
(23,555)
Net current liabilities
(3,577)
(19,625)
Net assets
56,723
40,912
Capital and reserves
Called up share capital
24
19,034
19,034
Share premium account
230
230
Other reserves
2,350
(2,326)
Profit and loss reserves
35,109
23,974
Total equity
56,723
40,912

The notes on pages 22 to 48 form part of these financial statements.

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 after tax for the year was £10,407k (2022: £10,026k profit).

The financial statements were approved by the board of directors and authorised for issue on 22 May 2024 and are signed on its behalf by:
22 May 2024
Mr S Reeve
Director
Company registration number 09473233 (England and Wales)
HILBRE HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
Share capital
Share premium account
Own shares
Share based payment reserve
Capital contribution reserve
Profit and loss reserves
Total
Notes
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Balance at 1 January 2022
19,034
230
(1,407)
154
-
23,658
41,669
Year ended 31 December 2022:
Profit for the year
-
-
-
-
-
8,881
8,881
Other comprehensive income:
Actuarial gains on defined benefit plans
-
-
-
-
-
608
608
Tax relating to other comprehensive income
-
-
-
-
-
(152)
(152)
Total comprehensive income
-
-
-
-
-
9,337
9,337
Dividends
11
-
-
-
-
-
(2,052)
(2,052)
Own shares acquired
-
-
(1,156)
-
-
-
(1,156)
Transfers
-
-
-
83
-
-
83
Balance at 31 December 2022
19,034
230
(2,563)
237
-
30,943
47,881
HILBRE HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Share capital
Share premium account
Own shares
Share based payment reserve
Capital contribution reserve
Profit and loss reserves
Total
Notes
£'000
£'000
£'000
£'000
£'000
£'000
£'000
- 19 -
Year ended 31 December 2023:
Profit for the year
-
-
-
-
-
15,376
15,376
Other comprehensive income:
Actuarial gains on defined benefit plans
-
-
-
-
-
(149)
(149)
Currency translation differences
-
-
-
-
-
(22)
(22)
Total comprehensive income
-
-
-
-
-
15,205
15,205
Dividends
11
-
-
-
-
-
(972)
(972)
Disposals of own shares
-
-
2,563
-
-
-
2,563
Transfers
-
-
-
(237)
2,350
-
2,113
Other movements
-
-
-
-
-
1,700
1,700
Balance at 31 December 2023
19,034
230
-
0
-
2,350
46,876
68,490

The notes on pages 22 to 48 form part of these financial statements.

HILBRE HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
Share capital
Share premium account
Own shares
Share based payment reserve
Capital contribution reserve
Profit and loss reserves
Total
Notes
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Balance at 1 January 2022
19,034
230
(1,407)
154
-
16,003
34,014
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
-
-
-
10,023
10,023
Dividends
11
-
-
-
-
-
(2,052)
(2,052)
Own shares acquired
-
-
(1,156)
-
-
-
(1,156)
Transfers
-
-
-
83
-
-
83
Balance at 31 December 2022
19,034
230
(2,563)
237
-
23,974
40,912
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
-
-
-
10,407
10,407
Dividends
11
-
-
-
-
-
(972)
(972)
Disposals of own shares
-
-
2,563
-
-
-
2,563
Transfers
-
-
-
(237)
2,350
-
2,113
Other movements
-
-
-
-
-
1,700
1,700
Balance at 31 December 2023
19,034
230
-
0
-
2,350
35,109
56,723

The notes on pages 22 to 48 form part of these financial statements.

HILBRE HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
2023
2022
Notes
£'000
£'000
£'000
£'000
Cash flows from operating activities
Cash (absorbed by)/generated from operations
30
(9,305)
16,916
Income taxes paid
(2,924)
(2,882)
Net cash (outflow)/inflow from operating activities
(12,229)
14,034
Investing activities
Purchase of tangible fixed assets
(217)
(252)
Proceeds from disposal of tangible fixed assets
132
115
Interest received
1,235
51
Net cash generated from/(used in) investing activities
1,150
(86)
Financing activities
(Purchase) / disposal of own shares held
4,263
(1,156)
Payment of finance leases obligations
(774)
(755)
Interest paid
(64)
(30)
Dividends paid to equity shareholders
-
0
(2,052)
Dividends settled through sale of shares
2,350
-
0
Net cash generated from/(used in) financing activities
5,775
(3,993)
Net (decrease)/increase in cash and cash equivalents
(5,304)
9,955
Cash and cash equivalents at beginning of year
22,455
12,500
Cash and cash equivalents at end of year
17,151
22,455

The notes on pages 22 to 48 form part of these financial statements.

HILBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
1
Accounting policies
Company information

Hilbre Holdings Limited is a Company limited by shares incorporated in England and Wales. The registered address is Unit 2, Northbrook Industrial Estate, Vincent Avenue, Southampton, SO16 6PB.

 

The principal activities of the Group are building refurbishment, building maintenance and asset maintenance.

 

The principal activity of the Company is that of a holding company.

1.1
Basis of preparation of the financial statements

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 2).

 

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

 

The following principal accounting policies have been applied:

1.2
Basis of consolidation

The consolidated financial statements present the results of the Group and its own subsidiaries ('the Group') as if they form a single entity. Intercompany transactions and balances between Group companies, below Hilbre Holdings Limited, are therefore eliminated in full.

 

The consolidated financial statements incorporate the results of the business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of the acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 

The Group has established an employee benefit trust ('EBT') and is the sponsoring entity and, notwithstanding the legal duties of the trustees, the Group considers that it has 'de facto' control of the EBT. The assets and liabilities of the EBT are included in the consolidated financial statements as appropriate. The Company's equity instruments held by the EBT are accounted for as it they were the Company's own equity and are treated as treasury shares in the 'Own Shares' reserve. No gain or loss is recognised in the profit or loss or other comprehensive income on the purchases, sale or cancellation of the Company's own equity held by the EBT.

1.3
Going concern

The Group has a strong Balance Sheet at 31 December 2023 with total net assets of £68M and cash of £17M. The Directors have reviewed forecasts for the Group to 31 December 2025, along with the current funding arrangements available to the Group and concluded that the Group has adequate liquidity headroom and mitigation strategies to continue to operate for at least the next 12 months from approval of these financial statements and meet its liabilities as they fall due. The Directors therefore have a reasonable expectation that the Group and the Company has adequate resources to continue in operational existence for the foreseeable future.

 

The Company has access to the facilities of the Group and therefore management consider the Group assessment to be aligned with that of the Company for going concern purposes.

HILBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 23 -
1.4
Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

 

Long term contracts

Long term contracts are assessed on a contract by contract basis and reflected in the profit and loss account by recording turnover and related costs as contract activity progresses. Turnover is ascertained in a manner appropriate to the stage of completion of the contract measured using the revenue basis and credit taken for profit earned to date when the outcome of the contract can be assessed with reasonable certainty. Provision is made for any losses that are foreseen.

 

Amounts recoverable on contracts

Amounts recoverable on contracts are included in debtors and represent the value of work done in excess of amounts invoiced to the customer.

 

Payments on account

Payments on account are included in creditors and represent amounts received from the customer in excess of the Group's valuation of work done.

1.5
Intangible assets - Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the consolidated statement of comprehensive income over its useful economic life. Transaction costs incurred in relation to the purchase of intangible assets have been capitalised and amortised in line with the relevant intangible assets.

1.6
Intangible fixed assets other than goodwill

 

Other intangible assets

Intangible assets are stated at cost less amortisation and any impairment losses. An intangible asset acquired in a business combination is deemed to have a cost to the Group of its fair value at acquisition date.

 

Amortisation

Amortisation is charged so as to allocate the cost of intangibles less their residual values over their estimated useful lives, using the straight-line method.

 

In view of the Group's trading history, established market position, geographic and sector diversity and stable and experienced management and work force, the intangible assets are amortised over the following useful economic lives:

 

Goodwill                   20 years

Brand names                 20 years

HILBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 24 -
1.7
Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

 

The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

 

Depreciation is provided on the following basis:

Freehold land and buildings
2% straight line
Long leasehold property
Over the shorter of the period of the lease and 2% straight line
Short leasehold property
Over the shorter of the period of the lease and 2% straight line
Plant and machinery
10% - 20% straight line
Fixtures and fittings
20% - 33% straight line
Motor vehicles
25% straightline

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

 

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

1.8

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the lease term.

 

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

1.9
Investments in subsidiaries

Investments in subsidiaries are measured at cost less accumulated impairment plus the share-based payment in the individual statements.

1.10
Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

 

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

1.11

Debtors

Short term debtors are measured at transaction price, less any impairment.

HILBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 25 -
1.12
Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

1.13
Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

 

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a Director in the case of a small company, or a public benefit entity concessionary loan.

 

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Statement of Comprehensive Income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

 

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.

 

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

1.14

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

HILBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 26 -
1.15
Foreign exchange

Functional and presentation currency

The Company's functional and presentational currency is GBP.

 

Transactions and balances

 

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

 

At each period end foreign currency monetary items are translated using the closing rate. Non­ monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

 

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

 

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

1.16
Finance costs

Finance costs are charged to the profit and loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

1.17

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when declared.

HILBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 27 -
1.18
Share-based payments

The Group has historically issued equity-settled share-based payments to certain employees. Equity settled share­ based payments are measured at fair value at the date of grant, using observable market data. 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 the shares that will eventually vest, with a corresponding entry in equity.

 

The Group has also issued cash-settled share-based payments to certain employees. The Group measures the services acquired over the vesting period and the liability incurred at the fair value of the liability. Until the liability is settled, the Group remeasures the fair value of the liability at each reporting date and at the date of settlement, with any changes in fair value recognised in the profit of loss for the period.

1.19
Leased assets: the Group as lessee
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
1.20
Pensions

 

Defined contribution pension plan

The Group operates two defined contribution plans for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

 

The contributions are recognised as an expense in the consolidated Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Defined benefit pension plan

The Group operates a defined benefit plan for certain employees. A defined benefit plan defines the pension benefit that the employee will receive on retirement, usually dependent upon several factors including but not limited to age, length of service and remuneration. A defined benefit plan is a pension plan that is not a defined contribution plan.

 

The liability recognised in the Balance Sheet in respect of the defined benefit plan is the present value of the defined benefit obligation at the end of the balance sheet date less the fair value of plan assets at the balance sheet date (if any) out of which the obligations are to be settled.

 

The defined benefit obligation is calculated using the projected unit credit method. Annually the company engages independent actuaries to calculate the obligation. The present value is determined by discounting the estimated future payments using market yields on high quality corporate bonds that are denominated in sterling and that have terms approximating to the estimated period of the future payments ('discount rate').

 

The fair value of plan assets is measured in accordance with the FRS 102 fair value hierarchy and in accordance with the Group's policy for similarly held assets. This includes the use of appropriate valuation techniques.

 

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income. These amounts together with the return on plan assets, less amounts included in net interest, are disclosed as 'Remeasurement of net defined benefit liability'.

HILBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 28 -

The cost of the defined benefit plan, recognised in profit or loss as employee costs, except where included in the cost of an asset, comprises:

 

a ) the increase in net pension benefit liability arising from employee service during the period; and

 

b) the cost of plan introductions, benefit changes, curtailments and settlements.

 

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is recognised in profit or loss as a 'finance expense'.

 

Group pension plan

Where the risks of a defined benefit plan are shared between entities under common control, the net defined benefit cost is recognised in the financial statements of the Group entity which is legally responsible for the plan and all other Group entities recognise a cost equal to their contribution payable for the period. CLC Group Limited is the company legally responsible for the plan and they recognise the liability in full.

1.21
Interest income

Interest income is recognised in profit or loss using the effective interest method.

1.22
Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
1.23

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

 

Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

 

When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

1.24
Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and­ the Group operate and generate income.

HILBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 29 -

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that:

 

 

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

1.25
Employee benefits

Short-term employee benefits are recognised as a liability and an expense unless those costs are required to be recognised as part of the cost of stock.

 

Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.26
Grant income

Grants of a revenue nature are recognised in the Statement of Income and Retained Earnings in the same period as the related expenditure. The accruals model is adopted for grants received.

HILBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 30 -
2
Judgements and key sources of estimation uncertainty
Critical judgements

In the process of applying the Company's accounting policies, which are described in Note 1 above, management has made the following judgements that have the most significant effect on the amounts recognised in the financial statements.

Revenue and margin recognition

Revenue is recognised for certain long term contracts based on the level of completion of the contract activity. This is ascertained by undertaking a valuation of the works carried out on a contract by contract basis. Costs attributable to the revenue shown in the accounts are calculated by estimating the true costs of delivering the revenue earned. The margin is calculated by taking the attributable costs from the revenue recognised. Particular judgement is required in evaluating the level of revenue completed and the attributable costs by the year end. However, management carefully considers the accuracy of these valuations by reviewing the recoverability of work in progress balances and actual costs incurred on completed or part completed works by reference to the post balance sheet event period.

Impairment of goodwill and other intangible assets

Management have considered whether there are any indications that goodwill and other intangible assets may have been impaired at the reporting date. The Directors have assessed the present value of future cashflows of the group and have satisfied themselves that there is sufficient headroom between this and the carrying value of goodwill and other intangible assets to indicate that these assets have not been impaired.

Share-based payment schemes

The Group has implemented a share based payment scheme which is deemed to be cash-settled. The Group measures services acquired over the vesting period and the liability incurred at the fair value of the liability. The fair value has been assessed using the probability-weighted expected return method (PWERM) with amounts discounted for marketability by 59%. At the year end, the directors' have a reasonable expectation that all employees in the scheme will remain in employment over the 4 year vesting period.

Key sources of estimation uncertainty
Measurement of defined benefit pension obligation

The Group has obligations to pay pension benefits to certain employees. The cost of these benefits and the present value of the obligation depend on a number of factors, including; life expectancy, salary increases, asset valuations and the discount rate on corporate bonds. Management estimates these factors in determining the net pension obligation in the balance sheet. The assumptions reflect historical experience and current trends. For details of assumptions adopted, see note 22.

Measurement and amortisation period of goodwill and intangible assets arising on acquisition

The measurement of intangible assets other than goodwill arising on acquisition involves estimation of future cash flows and the selection of suitable discount rates. The amortisation period of goodwill and intangible assets arising on a business combination also requires an estimate to be made of the useful economic life of such assets. Management are confident that they have set a reasonable and appropriate useful economic life of such assets.

Measurement of contract provisions for loss making contracts

Where contract delivery is more costly than originally estimated, margin recognition may show that contracts are loss making, and provisions are required to consider the full cost of contract completion to be included in the accounts. Management may need to estimate the cost of completion of the contract based on commercial, contractual and practical construction parameters. Management are confident that they have reasonable and appropriate methods in making these estimates.

HILBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 31 -
3
Turnover
2023
2022
£'000
£'000
Turnover analysed by class of business
Contract revenue
203,974
173,449
2023
2022
£'000
£'000
Turnover analysed by geographical market
United Kingdom
200,385
173,449
Ireland
3,589
-
203,974
173,449
4
Operating profit
2023
2022
£'000
£'000
Operating profit for the year is stated after charging/(crediting):
Exchange losses/(gains)
7
(5)
Depreciation of owned tangible fixed assets
258
235
Depreciation of tangible fixed assets held under finance leases
701
795
Profit on disposal of tangible fixed assets
(121)
(104)
Amortisation of intangible assets
1,755
1,755
Share-based payments
(227)
83
Operating lease charges
902
606
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£'000
£'000
For audit services
Audit of the financial statements of the group and company
65
50
For other services
All other non-audit services
16
10

Fees paid to the Group's auditor for the statutory audit of the Company are paid by C.L.C. Contractors Limited on behalf of the Group. The balances disclosed above relate to the total audit fee for the Group as it is impractical to split this by company. The cost of the Company audit is included within this total.

HILBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 32 -
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Operations
876
784
-
-
Administration
58
59
-
-
Management and Directors
19
21
-
-
Total
953
864
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Wages and salaries
39,739
35,451
2,125
1,725
Social security costs
4,144
3,745
306
278
Pension costs
1,294
1,082
280
156
45,177
40,278
2,711
2,159

Included within wages and salaries above are share-based payment (credits) / charges totalling £(227)k (2022: £83k).

7
Directors' remuneration
2023
2022
£'000
£'000
Remuneration for qualifying services
264
796
Company pension contributions to defined contribution schemes
6
10
270
806
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
£'000
£'000
Remuneration for qualifying services
-
312
HILBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
7
Directors' remuneration
(Continued)
- 33 -

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 0 (2022 - 1).

 

The number of directors accruing benefits under share options amounted to 1 (2022 - 1).

 

During the year, all the directors of the immediate Group were transferred to other wider group companies, and their remuneration is disclosed in those other group companies through which they were paid if they are directors of those other companies. The first disclosure above shows the remuneration paid by the immediate Group to the directors before their transfer to other wider group companies.

 

Upon the transfer to other wider group companies, where the services provided by the directors was for the benefit of the immediate Group, their costs were then recharged to the immediate Group, and this is shown in the second part of the disclosure below

 

Remuneration for directors services is also paid through other group entities and recharged on a service basis. Including total amounts paid through other group entities and recharged to the Hilbre Holdings Limited Group, directors' remuneration totalled:

 

£1,016k Remuneration for qualifying services

£10k Pension contributions to defined contribution schemes

 

Factoring in recharges above, amounts paid to the highest paid director are as follows:

 

£399k Remuneration

£0k Pension contributions to defined benefit contribution schemes

8
Interest receivable and similar income
2023
2022
£'000
£'000
Interest income
Interest on bank deposits
325
51
Interest receivable from group companies
910
-
0
Total income
1,235
51
2023
2022
Investment income includes the following:
£'000
£'000
Interest on financial assets not measured at fair value through profit or loss
1,235
51
9
Interest payable and similar expenses
2023
2022
£'000
£'000
Other finance costs:
Interest on finance leases and hire purchase contracts
64
40
Net interest on the net defined benefit liability
-
0
12
Other interest
-
(10)
Total finance costs
64
42
HILBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 34 -
10
Taxation
2023
2022
£'000
£'000
Current tax
UK corporation tax on profits for the current period
3,519
2,679
Adjustments in respect of prior periods
(92)
(208)
Total current tax
3,427
2,471
Deferred tax
Origination and reversal of timing differences
340
228
Other adjustments
-
0
6
Total deferred tax
340
234
Total tax charge
3,767
2,705

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£'000
£'000
Profit before taxation
19,143
11,586
Expected tax charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
4,502
2,201
Tax effect of expenses that are not deductible in determining taxable profit
2,984
140
Tax effect of income not taxable in determining taxable profit
(2,898)
-
0
Adjustments in respect of prior years
(92)
(208)
Group relief
(1,245)
-
0
Deferred tax adjustments in respect of prior years
121
290
Remeasurement of deferred tax relating to super-deductions
10
(36)
Remeasurement of deferred tax for changes in tax rates
14
23
Other movements
(41)
(38)
Non-tax deductible amortisation of goodwill and impairment
412
333
Taxation charge
3,767
2,705

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

2023
2022
£'000
£'000
Deferred tax arising on:
Actuarial differences recognised as other comprehensive income
-
152
HILBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Taxation
(Continued)
- 35 -

Factors that may affect future tax charges

 

Effective from 1 April 2023, the standard rate of corporation tax has increased from 19% to 25% on profits in excess of £250,000. A small profits rate of 19% applies to profits of £50,000 or less. Companies with profits between £50,000 and £250,000 pay tax at the main rate reduced by a marginal relief providing a gradual increase in the effective corporation tax rate.

 

For the purposes of deferred tax, the closing provisions are based on a rate of 25%.

11
Dividends
2023
2022
Recognised as distributions to equity holders:
£'000
£'000
Dividends
972
2,052

Dividends declared in the year amounted to £972k (2022: £675k). Dividends declared in year and included in year end liabilities amounted to £nil (2022: £1,377k). Dividends reclassified to the capital redemption reserve during the year amounted to £2,350k.

12
Intangible fixed assets
Group
Goodwill
Brand
Total
£'000
£'000
£'000
Cost
At 1 January 2023 and 31 December 2023
33,039
2,055
35,094
Amortisation and impairment
At 1 January 2023
12,871
583
13,454
Amortisation charged for the year
1,651
104
1,755
At 31 December 2023
14,522
687
15,209
Carrying amount
At 31 December 2023
18,517
1,368
19,885
At 31 December 2022
20,168
1,472
21,640
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.
HILBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 36 -
13
Tangible fixed assets
Group
Freehold land and buildings
Long leasehold property
Short leasehold property
Plant and machinery
Fixtures and fittings
Motor vehicles
Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Cost
At 1 January 2023
1,372
387
60
504
1,544
5,632
9,499
Additions
-
0
-
0
-
0
42
175
1,283
1,500
Disposals
-
0
-
0
-
0
(170)
(293)
(657)
(1,120)
Reclassifications
-
0
-
0
19
-
0
(19)
-
0
-
0
At 31 December 2023
1,372
387
79
376
1,407
6,258
9,879
Depreciation and impairment
At 1 January 2023
324
84
25
444
1,180
4,406
6,463
Depreciation charged in the year
47
16
10
36
149
701
959
Eliminated in respect of disposals
-
0
-
0
-
0
(164)
(288)
(657)
(1,109)
At 31 December 2023
371
100
35
316
1,041
4,450
6,313
Carrying amount
At 31 December 2023
1,001
287
44
60
366
1,808
3,566
At 31 December 2022
1,048
303
35
60
364
1,226
3,036
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
HILBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
13
Tangible fixed assets
(Continued)
- 37 -

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Motor vehicles
1,755
1,217
-
0
-
0

Included within freehold property is £324k (2022: £333k) of assets over which the Group has granted a legal charge in favour of the Trustees of CLC Group Limited Retirement and Death Benefit Scheme.

14
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£'000
£'000
£'000
£'000
Investments in subsidiaries
15
-
0
-
0
60,300
60,537
Movements in fixed asset investments
Company
Shares in subsidiaries
£'000
Cost or valuation
At 1 January 2023
60,537
Share based payment charge
(237)
At 31 December 2023
60,300
Carrying amount
At 31 December 2023
60,300
At 31 December 2022
60,537
HILBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 38 -
15
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
CLC Group Limited
Unit 2 Northbrook Industrial Estate, Vincent Avenue, Southampton, SO16 6PB
Holding company
Ordinary
100.00
-
C.L.C. Contractors Limited
Unit 2 Northbrook Industrial Estate, Vincent Avenue, Southampton, SO16 6PB
Building maintenance & refurbishment contractors
Ordinary
-
100.00
Globalrule Limited
Unit 2 Northbrook Industrial Estate, Vincent Avenue, Southampton, SO16 6PB
Dormant
Ordinary
-
100.00
C L C Contractors (Ireland) Limited
3rd Floor, Ulysses House, Foley Street, Dublin 1, Dublin, Ireland
Building maintenance & refurbishment contractors
Ordinary
-
100.00
16
Stocks
Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Raw materials and consumables
249
145
-
-
17
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£'000
£'000
£'000
£'000
Trade debtors
15,479
10,667
-
0
-
0
Amounts recoverable on contracts
16,135
15,400
-
0
-
0
Corporation tax recoverable
459
1,150
459
850
Amounts owed by group undertakings
27,275
-
23,946
2,986
Other debtors
628
153
36
-
0
Prepayments and accrued income
1,823
1,532
-
0
-
0
61,799
28,902
24,441
3,836
Deferred tax asset (note 21)
-
0
32
-
0
92
61,799
28,934
24,441
3,928

Group amounts receivable related to parent holding companies. Amounts due from group companies are repayable on demand with interest being charged at a range of 8-10% per annum. No interest was charged during the prior year ended 31 December 2022.

HILBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 39 -
18
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£'000
£'000
£'000
£'000
Obligations under finance leases
20
595
492
-
0
-
0
Payments received on account
514
301
-
0
-
0
Trade creditors
8,617
7,821
4
-
0
Amounts owed to group undertakings
300
-
0
28,908
21,313
Corporation tax payable
270
459
-
0
459
Other taxation and social security
5,037
4,266
50
43
Other creditors
750
603
28
-
0
Accruals and deferred income
16,830
13,855
714
1,740
32,913
27,797
29,704
23,555

Assets held under finance leases are secured against the asset to which they relate.

 

Amounts due to group companies are repayable on demand with interest being charged at a range of 8-10% per annum. No interest was charged during the prior year ended 31 December 2022.

 

A fixed and floating charge is held over investments; intellectual property; debts due from third parties; bank accounts and related rights; and all goodwill and uncalled capital.

19
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£'000
£'000
£'000
£'000
Obligations under finance leases
20
938
532
-
0
-
0

Assets held under finance leases are secured against the asset to which they relate.

20
Finance lease obligations
Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Future minimum lease payments due under finance leases:
Within one year
647
514
-
0
-
0
In two to five years
1,047
572
-
0
-
0
1,694
1,086
-
-
Less: future finance charges
(161)
(62)
-
0
-
0
1,533
1,024
-
0
-
0

The finance leases primarily relate to motor vehicles used in the Group's operations. There are no contingent rental, renewal or purchase option clauses.

HILBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 40 -
21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Group
£'000
£'000
£'000
£'000
Accelerated capital allowances
357
148
-
-
Short term timing differences
-
-
48
180
357
148
48
180
Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Company
£'000
£'000
£'000
£'000
Short term timing differences
-
0
-
0
-
0
92
Group
Company
2023
2023
Movements in the year:
£'000
£'000
Asset at 1 January 2023
(32)
(92)
Charge to profit or loss
341
92
Liability at 31 December 2023
309
-
HILBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 41 -
22
Retirement benefit schemes

The Group operates two group defined contribution pension schemes, the assets of which are held separately from those of the Group in independently administered funds. The pension charge represents contributions payable by the Group to the funds and amounted to £1,295k (2022: £1,082k). At the year end, contributions of £212k (2022: £208k) payable to the fund were included within creditors.

 

The Group operates a Defined Benefit Pension Scheme.

 

The assets of the scheme are held separately from those of the group in an independently administered fund. On 26 July 2005 the scheme was closed for future accrual and current members transferred to one of the above defined contribution schemes. A full valuation of the defined benefit scheme was carried out on 31 December 2020 and updated as of 31 December 2023 by a qualified independent actuary. Payments into the fund in year amounts to £145k (2022: £155k).

Defined benefit schemes
2023
2022
Key assumptions
%
%
Discount rate
4.80
5.00
Expected rate of increase of pensions in payment
3.35
3.45
Expected rate of salary increases
3.00
3.05
Mortality assumptions
2023
2022

Assumed life expectations on retirement at age 65:

Years
Years
Retiring today
- Males
20.9
21.7
- Females
22.8
23.4
Retiring in 20 years
- Males
22.2
23.0
- Females
24.3
24.9

The amounts included in the balance sheet arising from obligations in respect of defined benefit plans are as follows:

2023
2022
Group
£'000
£'000
Present value of defined benefit obligations
3,088
3,005
Fair value of plan assets
(3,779)
(3,353)
Deficit in scheme
(691)
(348)
Restriction on scheme assets
691
348
Total liability recognised
-
-
The company had no post employment benefits at 31 December 2023 or 1 January 2023.
HILBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
22
Retirement benefit schemes
(Continued)
- 42 -
Group
2023
2022

Amounts recognised in the profit and loss account

£'000
£'000
Current service cost
145
155
Net interest on net defined benefit liability/(asset)
(21)
12
Restriction on net interest income credited to the income statement
17
-
Total costs
141
167
Group
2023
2022

Amounts taken to other comprehensive income

£'000
£'000
Actual return on scheme assets
(347)
393
Less: calculated interest element
153
67
Return on scheme assets excluding interest income
(194)
460
Actuarial changes related to obligations
-
(1,416)
Effect of changes in the amount of surplus that is not recoverable
343
348
Total costs/(income)
149
(608)
Group
2023

Movements in the present value of defined benefit obligations

£'000
Liabilities at 1 January 2023
3,005
Benefits paid
(66)
Interest cost
149
At 31 December 2023
3,088
Group
2023

Movements in the fair value of plan assets

£'000
Fair value of assets at 1 January 2023
3,353
Interest income
170
Return on plan assets (excluding amounts included in net interest)
177
Benefits paid
(66)
Contributions by the employer
145
At 31 December 2023
3,779
HILBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
22
Retirement benefit schemes
(Continued)
- 43 -
Group
Group
2023
2022
£'000
£'000
Equity instruments
2,932
2,562
Government Bonds
428
408
Cash
34
8
Insured Pensioners
385
375
3,779
3,353
Restriction on scheme assets

Under FRS 102, an entity shall recognise a plan surplus as a defined benefit plan asset only to the extent that it is able to recover the surplus either through reduced contributions in the future or through refunds from the plan. The directors acknowledge their responsibilities requiring them to make judgements and estimates that are reasonable and prudent. As such, the directors deem it prudent not to recognise a defined benefit plan asset at the year end on the basis that the extent of future contributions cannot be reliably quantified.

23
Share-based payment transactions

Equity settled options previously held under split-interest scheme arrangements with certain employees over shares in the company have been reversed in the year. The number of share options outstanding as at 31 December 2022 where 23,495 (of which 12,555 were exercisable). The weighted average price per share outstanding at 31 December 2022 was 103.16p. A total of £237k has been reversed from the share based payment reserve against wages and salaries during the period. No balance carried forward at the year end in respect of equity settled options.

 

During the current year, the Group entered into a new share based payment arrangement with certain employees, deemed to be cash-settled, A total of 51,100 C shares in the immediate holding company have been issued for a consideration of £1. The market value at the issue date has been assessed by management to be £2.44 per share. This value has been assessed using the probability-weighted expected return method (PWERM) with amounts discounted for marketability by 59%. The vesting conditions are continuous employment over a 4 year period.

 

The number of share options outstanding at 31 December 2023 was 51,100. The group has recognised a total share-based payment expense of £10k related to the above cash settled share based payments and a £237k credit in respect of equity settled share based payments. (2022: £82k in respect of equity settled share based payments).

HILBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
23
Share-based payment transactions
(Continued)
- 44 -
Group
Number of share options
Weighted average exercise price (pence)
2023
2022
2023
2022
Number
Number
pence
pence
Outstanding at 1 January
23,495
12,555
103.16
55.81
Granted
51,100
10,940
100.00
157.49
Exercised
(23,495)
-
103.16
-
Outstanding at 31 December
51,100
23,495
100.00
103.16
Exercisable at 31 December
-
12,555
-
55.81
24
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£'000
£'000
Issued and fully paid
A1 Ordinary shares of 1p each
-
53,300,000
-
533
A2 Ordinary shares of 1p each
-
74,655
-
1
B1 Ordinary shares of 1p each
-
140,000,000
-
1,400
B2 Ordinary shares of 1p each
-
189,000
-
2
C Ordinary shares of 1p each
-
1,709,811,000
-
17,098
Ordinary shares of 1p each
1,903,374,655
-
19,034
-
1,903,374,655
1,903,374,655
19,034
19,034
HILBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
24
Share capital
(Continued)
- 45 -

During the year 53,300,000 A1 ordinary shares of £0.01 each, 74,655 A2 ordinary shares of £0.01 each, 140,000,000 B1 ordinary shares of £0.01 each, 189,000 B2 ordinary shares of £0.01 each and 1,709,811,000 C ordinary shares of £0.01 each have been re-designated into 1,903,374,655 ordinary shares of £0.01 each. Ordinary shares carry entitlement to dividends and voting rights.

 

Information included below relates to the prior year and is included for comparative purposes only.

 

The balance on the share capital account shown above represents the aggregate nominal value of all shares in issue. This figure includes 7,500,000 A 1 shares and 30,780 A2 shares held in treasury at 31 December 2022, which are treated as a deduction from equity in the financial statements. 23,495 of the A2 shares held by the CLC Group Employee Trust are under the split interest share scheme.

 

A1 Ordinary shares

A1 Ordinary shares have no voting rights. Holders of these shares are entitled to receive dividends once dividends of the C Ordinary shares together with all arrears on the dividends of the C Ordinary shares has been paid. In respect of capital, the holders of the A1 Ordinary Shares are entitled to an amount equal to the nominal value of the shares after an amount equal to the Nominal Value (as defined in the Articles at 31 December 2022) of the C Ordinary shares together with all arrears due to the C Ordinary shares has been paid. These shares are not redeemable.

 

A2 Ordinary shares

A2 Ordinary shares carry one vote each. Holders of these shares are entitled to receive dividends once dividends of the C Ordinary shares together with all arrears on the dividends of the C Ordinary shares has been paid. In respect of capital, the holders of the A2 Ordinary Shares are entitled to an amount equal to the nominal value of the shares after an amount equal to the Nominal Value (as defined in the Articles at 31 December 2022) of the C Ordinary shares together with all arrears due to the C Ordinary shares has been paid, and after all other amounts has been paid, they are entitled to receive a payment for the balance of such surplus assets and retained profits together with the B2 Ordinary Shares as if together they constituted one class. These shares are not redeemable.

 

B1 Ordinary shares

B1 Ordinary shares have no voting rights. Holders of these shares are entitled to receive dividends once dividends of the C Ordinary shares together with all arrears on the dividends of the C Ordinary shares has been paid. In respect of capital, the holders of the B1 Ordinary Shares are entitled to an amount equal to the nominal value of the shares after an amount equal to the Nominal Value (as defined in the Articles at 31 December 2022) of the C Ordinary shares together with all arrears due to the C Ordinary shares has been paid. These shares are not redeemable.

 

B2 Ordinary shares

B2 Ordinary shares carry one vote each. Holders of these shares are entitled to receive dividends once dividends of the C Ordinary shares together with all arrears on the dividends of the C Ordinary shares has been paid. In respect of capital, the holders of the B2 Ordinary Shares are entitled to an amount equal to the nominal value of the-shares after an amount equal to the Nominal Value (as defined· in the Articles at 31 December 2022) of the C Ordinary shares together with all arrears due to the C Ordinary shares has been paid and after all other amounts has been paid, they are entitled to receive a payment for the balance of such surplus assets and retained profits together with the A2 Ordinary Shares as if together they constituted one class. These shares are not redeemable.

 

C Ordinary shares

C Ordinary shares have no voting rights. Holders of these shares are entitled to receive an annual fixed cumulative cash dividend at the rate of 12% of the Nominal Value (as defined in the Articles at 31 December 2022) of the C Ordinary Shares, together with all arrears due to the holders of the C Ordinary Shares. This is paid before any balance of dividends declared is paid to any other shareholder. In respect of capital, the holders of the C Ordinary Shares are entitled to an amount equal to the Nominal Value (as defined in the Articles at 31 December 2022) of the shares. These shares are not redeemable. These shares are held as equity on the basis that the Directors of the Company have discretion whether to pay a dividend and the Company is only obliged to pay C shareholders their accrued dividends upon liquidation.

HILBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 46 -
25
Reserves

Called up share capital

 

Represents the nominal value of the shares that have been issued.

 

Share premium account

 

Includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from the share premium.

 

Own shares

 

Details of own shares held are given in note 24. The own shares reserve represents the cumulative cost of shares in Hilbre Holdings Limited held by the CLC Group Employee Trust.

 

Share based payment reserve

 

Includes the cumulative charge to date for shares issued to employees under the split interest share scheme arrangement.

 

Profit and loss account

 

Includes all current and prior period retained profits and losses.

 

Capital contribution reserve

 

Amounts held in the capital contribution reserve relate to a post acquisition capital contribution to cover historic accrued dividends waived following the investment from the immediate parent company, Repair Bidco UK Limited.

26
Contingent Liabilities

A composite guarantee and debenture exists between group companies, including Hilbre Holdings Limited, in respect of bank loans held in Repair Bidco UK Limited.

 

The Directors consider it to be highly improbable that any liability will crystallise for the Company as a result of these guarantees.

27
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Within one year
778
520
-
-
Between two and five years
1,452
823
-
-
2,230
1,343
-
-
HILBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 47 -
28
Related party transactions

The Group undertook a series of contracts relating to external painting works for Morrison Energy Services Ltd, a company within the M Group of companies, during the year. The total value of the work was £1,169k. Mr J M Arnold was a director of Morrison Energy Services Ltd until 1 January 2023, and remains a director of holding company of the M Group of companies, Minerva Equity Limited. The contracts were entered into before Mr Arnold became a director of the CLC Group of companies and all contracts were entered into on an arms length basis with normal commercial terms.

 

At 31 December 2023, there were no balances outstanding relating to the contracts, and no sums were written off in the year.

 

The Group has taken advantage of the exemption available within FRS 102, whereby it has not disclosed transactions with its parent company or any subsidiaries that are wholly owned within the Group.true

 

Key management personnel are deemed to be the Directors of the Group.

29
Controlling party

Repair Bidco UK Limited is the company's immediate parent company. Repair Bidco UK Limited is incorporated in England and Wales and registered at Unit 2 Northbrook Industrial Estate, Vincent Avenue, Southampton, England, SO16 6PB.

 

Tribus Holdings 1 Sarl is the company's ultimate parent company. The company is incorporated in Luxembourg and registered at 8, rue Lou Hemmer, 1748 Senningerberg, Luxembourg.

 

In the opinion of the directors the company has no controlling party.

 

The ultimate parent company does not produce publically available consolidated financial statements. The smallest and largest group in which the results of the company are consolidated is that headed by Repair Topco UK Limited. The consolidated financial statements are available to the public and may be obtained from Companies House.

HILBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 48 -
30
Cash (absorbed by)/generated from group operations
2023
2022
£'000
£'000
Profit for the year after tax
15,376
8,881
Adjustments for:
Taxation charged
3,767
2,705
Finance costs
64
42
Investment income
(1,235)
(51)
Gain on disposal of tangible fixed assets
(121)
(104)
Dividends declared
(972)
-
Amortisation and impairment of intangible assets
1,755
1,755
Depreciation and impairment of tangible fixed assets
959
1,030
Foreign exchange gains on cash equivalents
(22)
-
Pension scheme non-cash movement
(149)
(155)
Equity settled share based payment (credit) / expense
(237)
83
Movements in working capital:
Increase in stocks
(104)
(2)
Increase in debtors
(33,588)
(4,498)
Increase in creditors
5,202
7,230
Cash (absorbed by)/generated from operations
(9,305)
16,916
31
Analysis of changes in net funds - group
1 January 2023
Cash flows
New finance leases
31 December 2023
£'000
£'000
£'000
£'000
Cash at bank and in hand
22,455
(5,304)
-
17,151
Obligations under finance leases
(1,024)
774
(1,283)
(1,533)
21,431
(4,530)
(1,283)
15,618
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