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Company registered number: 14783030



















RE:GEN GROUP LTD
FINANCIAL STATEMENTS
 31 MARCH 2024


















img7c9f.png

 
RE:GEN GROUP LTD
 

COMPANY INFORMATION


Directors
M R Hodgkiss (appointed 18 September 2023)
G L Francis (appointed 18 September 2023)
J Horner (appointed 18 September 2023)
P A Flannigan (appointed 18 September 2023)
R B Sheridan (appointed 18 September 2023)
A N Mcintosh (appointed 18 September 2023)
R Hart (appointed 5 April 2023, resigned 31 July 2023)
R B Sheridan (appointed 31 July 2023)




Registered number
14783030



Registered office
RE:GEN House
3 Azure Court

Doxford International Business Park

Sunderland

England

SR3 3BE




Independent auditors
Armstrong Watson Audit Limited
Statutory Auditor & Chartered Accountants

One Strawberry Lane

Newcastle Upon Tyne

NE1 4BX





 
RE:GEN GROUP LTD
 

CONTENTS



Page
Group Strategic Report
 
1 - 3
Directors' Report
 
4 - 5
Independent Auditors' Report
 
6 - 9
Consolidated Statement of Comprehensive Income
 
10
Consolidated Balance Sheet
 
11
Company Balance Sheet
 
12
Consolidated Statement of Changes in Equity
 
13
Company Statement of Changes in Equity
 
14
Consolidated Statement of Cash Flows
 
15 - 16
Consolidated Analysis of Net Debt
 
17
Notes to the Financial Statements
 
18 - 33


 
RE:GEN GROUP LTD
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024

 
 
Introduction
The directors present their strategic report for the year ended 31 March 2024.
Business review
The Company was newly formed during the 2023/24 financial year to incorporate the consolidation of the following subsidiary companies, namely:
• RE:GEN North East Limited
• RE:GEN North West Limited
• RE:GEN Solutions Limited
• RE:GEN Green Limited
• RE:GEN Academy Limited
The Group had a consolidated turnover of £63.8m for 2023/24 which was a significant increase on 2022/23 (£39.9m).
Gross margin continued to increase year on year with 2023/24 reporting 14.3% (2022/23 12.3%).
The balance sheet remained strong during 2023/24 with a strong emphasis around cash collection. The closing cash balance was £4m which was an increase of £2.1m from 2022/23.
RE:GEN North East
The principal activity of the subsidiary is that of building contractors comprising of estate regeneration including the refurbishment of Registered Providers dwellings and the construction of new build housing.
2022/23 was another year of significant growth with all targets exceeded. Turnover grew to £61.3m from a previous year of £39.9m.
There were year on year increases on gross margin % with 2023/24 reporting 12.5% (2022/23 12.2%).  There was also a significant increase in earnings with a 47% year on year increase in profit before tax, with 2023/24 showing record net profit results of £3.2m.
During 2023/24 there were no loss making schemes reported.
RE:GEN North West
The principal activity of the subsidiary is that of building contractors, comprising of estate regeneration including the refurbishment of Registered Providers dwellings.
The company was newly formed during 2023/24 as an expansion of its current operations into the North West region.
The company secured its first contracts with four separate clients in the later part of the financial year which resulted in a small amount of activity totalling £28k.
There was significant investment in the set up of the region during the year which resulted in £295k of up front costs.
The forward order book remained strong with a secured pipeline of c£4.0m going into 2024/25.



 
Page 1

 
RE:GEN GROUP LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

RE:GEN Solutions
The principal activity of the subsidiary is that of Asbestos Abatement works across the North East of England and Yorkshire, supplemented with loft insulation works. The majority of works is related to Registered Social Landlords properties which accounts for 85% of its total turnover.
In its first year of trading turnover was £3.6m with a gross profit margin of 36%. Operating profit was above expectations at £291k (8.1%).
The forward pipeline is also in a very healthy position with 90% of works being secured on long term frameworks, ranging from two to five years.
RE:GEN Green
The principal activity of the subsidiary is that of photovoltaic system installation and associated electrical works to social housing dwellings.
In its first year of trading turnover was £422k, which was essentially all delivered in Q4 of 2023/24.  Gross margin was 41% with an operating profit of 15.6%.
The business has invested heavily in compliance which has resulted in enhancing its offering with the following accreditations:
- PAS2030 installer
- MCS certification
- NIC/EIC approved contractor
As well as the above certifications, the business has also developed an in-house QMS system to ensure a robust process to project manage the delivery of works.  This has ensured that the turnover forecast for 2024/25 is now fully secured.
RE:GEN Academy
The principal activity of the subsidiary is that of the provision of adult education within the construction environment.
The business continues to work with external providers to supplement the investment in the group, which concentrates its strategic focus internally supporting social value delivery across the north east of England.  This provision has resulted in delivering over £1m of social and local economic value delivery within its communities.
The business recognises employee challenges that the supply chain has and have invested in a model to support pathways into sustainable employment.
Aligning with this focus will allow a self sufficient model going forward with partnership delivery and supporting the social commitment already made for 2024/25.

Future Developments

The Group has maintained their strong ethics around safety, client delivery, people and effective utilisation of cash across all its subsidiaries.
There has been significant investment in technology and staff training including middle management and senior leadership programmes across all business and departments.
Pipeline for 2024/25 remains very strong through the successful negotiation of a long term framework which has contributed to a forward pipeline of 85% of 2024/25 budgeted turnover secured.

Page 2

 
RE:GEN GROUP LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Principal risks and uncertainties
 
Inflation continues to be a risk for the group, however, the Directors continue to attempt to mitigate any risks by proactive management, particularly in relation to subcontractor and supply chain management.
The majority of contracts procured fall within a one year duration. These typically are fixed price and the risk is mitigated with fixed price subcontract and supply agreements.
Longer term projects or frameworks have inflationary mechanisms embedded into the contracts.
The volatile labour market and shortage of skilled workers is also perceived as a risk. This has and will continue to be mitigated with continued investment in its RE:GEN Academy current workforce and new appointments.  There has been significant investment in people development and apprenticeships which will continue for the long term growth of the business.

Governance

With the growth of the group, significant investment was made in key appointments during 2023/24. A Group CFO, Legal Counsel and Head of Health & Safety were notable appointments during the year.
The implementation commenced of a new commercial software system during the year with the conclusion expected in Q1 2024/25. This will further enhance the business strong ethos around risk and governance.

Financial key performance indicators
 
The directors used a range of financial key performance indicators to monitor business performance during the year, these were as follows:
            
2024   2023
Turnover             
63,821,771  39,984,143 Gross Profit            9,144,472  4,890,757
Gross Profit Margin          
14.3%   12.3%


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





G L Francis
Director

Date: 7 October 2024

Page 3

 
RE:GEN GROUP LTD
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024

The directors present their report and the financial statements for the year ended 31 March 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

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

Results and dividends

The profit for the year, after taxation, amounted to £2,454,272 (2023 - £1,709,513).

Directors

The directors who served during the year were:

M R Hodgkiss (appointed 18 September 2023)
G L Francis (appointed 18 September 2023)
J Horner (appointed 18 September 2023)
P A Flannigan (appointed 18 September 2023)
R B Sheridan (appointed 18 September 2023)
A N Mcintosh (appointed 18 September 2023)
R Hart (appointed 5 April 2023, resigned 31 July 2023)
R B Sheridan (appointed 31 July 2023)

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Page 4

 
RE:GEN GROUP LTD
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Auditors

The auditorsArmstrong Watson Audit Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





G L Francis
Director

Date: 7 October 2024

Page 5

 
RE:GEN GROUP LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RE:GEN GROUP LTD
 

Opinion


We have audited the financial statements of Re:Gen North East Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 March 2024 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


Page 6

 
RE:GEN GROUP LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RE:GEN GROUP LTD (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


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


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 7

 
RE:GEN GROUP LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RE:GEN GROUP LTD (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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 Group financial statements.


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

We obtained an understanding of laws and regulations that affect the company, focusing on those that had a direct effect on the financial statements or that had a fundamental effect on its operations. Key laws and regulations that we identified included the UK Companies Act, tax legislation and occupational health and employment legislation.
 
We reviewed directors meeting minutes for evidence of non-compliance with relevant laws and regulations.
 
We gained an understanding of the controls that the directors have in place to prevent and detect fraud. We enquired of the directors about any incidences of fraud that had taken place during the accounting period.
 
The risk of fraud and non-compliance with laws and regulations and fraud was discussed within the audit team and tests were planned and performed to address these risks. We identified the potential for fraud in the following areas: revenue recognition (with a focus on amounts recoverable on long term contracts) and management override of controls.
 
We reviewed financial statements disclosures and tested to supporting documentation to assess compliance with relevant laws and regulations discussed above.
 
We enquired of the directors about actual and potential litigation and claims.
 
We performed analytical procedures to identify any unusual or unexpected relationships that might indicate risks of material misstatement due to fraud.
 
In addressing the risk of fraud due to management override of internal controls we tested the appropriateness of journal entries and assessed whether the judgements made in making accounting estimates were indicative of a potential bias.


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


Page 8

 
RE:GEN GROUP LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RE:GEN GROUP LTD (CONTINUED)


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 2006Our 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 Auditors' 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.





Simon Turner (Senior Statutory Auditor)
for and on behalf of
Armstrong Watson Audit Limited
Statutory Auditor & Chartered Accountants
Newcastle Upon Tyne

7 October 2024
Page 9

 
RE:GEN GROUP LTD
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024

2024
2023
Note
£
£

  

Turnover
 4 
63,821,771
39,984,143

Cost of sales
  
(54,677,299)
(35,093,386)

Gross profit
  
9,144,472
4,890,757

Administrative expenses
  
(7,151,923)
(3,025,898)

Exceptional administrative expenses
 13 
874,078
-

Other operating income
  
4,686
374,911

Operating profit
 6 
2,871,313
2,239,770

Interest receivable and similar income
 10 
48,310
934

Interest payable and similar expenses
 11 
(47,052)
(40,135)

Profit before taxation
  
2,872,571
2,200,569

Tax on profit
 12 
(418,299)
(491,056)

Profit for the financial year
  
2,454,272
1,709,513

  

Total comprehensive income for the year
  
2,454,272
1,709,513

Profit for the year attributable to:
  

Owners of the parent Company
  
2,454,272
1,709,513

  
2,454,272
1,709,513

The notes on pages 18 to 33 form part of these financial statements.

Page 10

 
RE:GEN GROUP LTD
REGISTERED NUMBER: 14783030

CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 15 
1,003,804
2,198,639

  
1,003,804
2,198,639

Current assets
  

Debtors: amounts falling due within one year
 17 
15,090,558
10,416,287

Cash at bank and in hand
 18 
4,004,407
1,867,247

  
19,094,965
12,283,534

Creditors: amounts falling due within one year
 19 
(17,364,336)
(12,041,382)

Net current assets
  
 
 
1,730,629
 
 
242,152

Total assets less current liabilities
  
2,734,433
2,440,791

Creditors: amounts falling due after more than one year
  
(277,217)
-

Provisions for liabilities
  

Deferred taxation
 21 
(125,537)
(215,694)

  
 
 
(125,537)
 
 
(215,694)

Net assets
  
2,331,679
2,225,097


Capital and reserves
  

Called up share capital 
 22 
10,000,000
169

Merger reserve
 23 
(9,999,831)
-

Profit and loss account
 23 
2,331,510
2,224,928

Equity attributable to owners of the parent Company
  
2,331,679
2,225,097

  
2,331,679
2,225,097


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




G L Francis
R B Sheridan
Director
Director


Date: 7 October 2024

The notes on pages 18 to 33 form part of these financial statements.

Page 11

 
RE:GEN GROUP LTD
REGISTERED NUMBER: 14783030

COMPANY BALANCE SHEET
AS AT 31 MARCH 2024

2024
Note
£

Fixed assets
  

Tangible assets
 15 
35,057

Investments
 16 
10,000,000

  
10,035,057

Current assets
  

Debtors: amounts falling due within one year
 17 
2,302,000

Cash at bank and in hand
 18 
3,666,224

  
5,968,224

Creditors: amounts falling due within one year
 19 
(3,207,273)

Net current assets
  
 
 
2,760,951

Total assets less current liabilities
  
12,796,008

  

Provisions for liabilities
  

Deferred taxation
 21 
(395)

  
 
 
(395)

Net assets
  
12,795,613


Capital and reserves
  

Called up share capital 
 22 
10,000,000

Profit and loss account
 23 
2,795,613

  
12,795,613


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


G L Francis
R B Sheridan
Director
Director


Date: 7 October 2024

The notes on pages 18 to 33 form part of these financial statements.

Page 12

 

 
RE:GEN GROUP LTD


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024



Called up share capital
Share premium account
Merger reserve
Profit and loss account
Equity attributable to owners of parent Company
Total equity


£
£
£
£
£
£



At 1 April 2022
100
(80,406)
-
1,050,970
970,664
970,664





Profit for the year
-
-
-
1,709,513
1,709,513
1,709,513


Dividends: Equity capital
-
-
-
(455,149)
(455,149)
(455,149)


Shares issued during the year
69
-
-
-
69
69


Transfer to/from profit and loss account
-
80,406
-
(80,406)
-
-





At 1 April 2023
169
-
-
2,224,928
2,225,097
2,225,097





Profit for the year
-
-
-
2,454,272
2,454,272
2,454,272



Contributions by and distributions to owners


Dividends: Equity capital
-
-
-
(347,690)
(347,690)
(347,690)


Dividends: Distribution of property
-
-
-
(2,000,000)
(2,000,000)
(2,000,000)


Shares issued during the year
9,999,831
-
-
-
9,999,831
9,999,831


Merger reserve movement
-
-
(9,999,831)
-
(9,999,831)
(9,999,831)



Total transactions with owners
9,999,831
-
(9,999,831)
(2,347,690)
(2,347,690)
(2,347,690)



At 31 March 2024
10,000,000
-
(9,999,831)
2,331,510
2,331,679
2,331,679



The notes on pages 18 to 33 form part of these financial statements.

Page 13

 
RE:GEN GROUP LTD
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


Comprehensive income for the year

Profit for the year
-
2,795,613
2,795,613


Contributions by and distributions to owners

Shares issued during the year
10,000,000
-
10,000,000


At 31 March 2024
10,000,000
2,795,613
12,795,613


The notes on pages 18 to 33 form part of these financial statements.

Page 14

 
RE:GEN GROUP LTD
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
2,454,272
1,709,513

Adjustments for:

Amortisation of intangible assets
337,992
-

Depreciation of tangible assets
295,701
168,938

Loss on disposal of tangible assets
(874,078)
(315,564)

Interest paid
47,052
40,135

Interest received
(48,310)
(934)

Taxation charge
419,107
491,056

Decrease/(increase) in stock
-
1,424,016

(Increase) in debtors
(4,674,271)
(5,855,589)

Increase in creditors
6,646,975
6,263,260

Corporation tax (paid)/received
(682,979)
-

Net cash generated from operating activities

3,921,461
3,924,831


Cash flows from investing activities

Purchase of intangible fixed assets
(337,993)
-

Purchase of tangible fixed assets
(226,789)
(2,062,023)

Sale of tangible fixed assets
2,000,000
498,720

Interest received
48,310
934

HP interest paid
(19,729)
(7,869)

Investment in subsidiary movement
(9,999,831)
-

Net cash from investing activities

(8,536,032)
(1,570,238)

Cash flows from financing activities

Issue of ordinary shares
9,999,831
69

Repayment of loans
(873,088)
-

Interest paid
(27,323)
(32,266)

Dividends paid
(347,690)
(455,149)

Dividends: Distribution of property
(2,000,000)
-

Net cash used in financing activities
6,751,730
(487,346)

Net increase in cash and cash equivalents
2,137,159
1,867,247
Page 15

 
RE:GEN GROUP LTD
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024


2024
2023

£
£



Cash and cash equivalents at beginning of year
1,867,247
-

Cash and cash equivalents at the end of year
4,004,406
1,867,247


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
4,004,406
1,867,247

4,004,406
1,867,247


The notes on pages 18 to 33 form part of these financial statements.

Page 16

 
RE:GEN GROUP LTD
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MARCH 2024




At 1 April 2023
Cash flows
At 31 March 2024
£

£

£

Cash at bank and in hand

1,867,247

2,137,159

4,004,406

Debt due within 1 year

(954,877)

900,531

(54,346)

Finance leases

(511,829)

90,247

(421,582)


400,541
3,127,937
3,528,478

The notes on pages 18 to 33 form part of these financial statements.

Page 17

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

1.


General information

The company is a private company limited by shares incorporated in England.
The address of its registered office is RE:GEN House 3 Azure Court, Doxford International Business Park, Sunderland, England, SR3 3BE.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

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 judgment in applying the Group's accounting policies (see note 3).

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.

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of 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 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.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102.

The consolidated financial statements include the financial statements of the Company and its subsidiary undertakings made up to 31 March 2024. On 11 September the Company acquired 100% of the issued share capital of RE:GEN North East Limited, RE:GEN Solutions Limited, and RE:GEN Green Limited in a direct share for share exchange. The transaction was not an acquisition of a business but a group reconstruction whereby all the former shareholders of the relevant companies maintained the same interest in RE:GEN Group Limited as they had previously held in the individual companies. Therefore the financial statements of RE:GEN Group Limited represent a continuation of the activities and operations of the group previously headed by RE:GEN North East Limited. Accordingly, merger accounting has been used to account for this transaction as it meets the criteria for such accounting under Financial Reporting Standard 102 and the Companies Act 2006. 
For the consolidated accounts the adoption of merger accounting presents RE:GEN Group Limited as if it had always been the parent of RE:GEN North East Limited, RE:GEN Solutions Limited, and RE:GEN Green Limited. Reflecting this continuation the consolidated accounts present a comparative balance sheet as at 31 March 2023 and a profit and loss account for the year ended 31 March 2024 and 31 March 2023.

Page 18

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.3

Going concern

Management and the Directors have considered a period of at least twelve months from the date of sign off when making their assessment with regards to going concern. After consideration of all factors, including review of forecasted future profitability, pipeline of work, and wider economic conditions, the Directors have continued to adopt the going concern basis in preparing the financial statements.

 
2.4

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:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.


Construction Contracts
When the outcome of a construction contract can be estimated reliably in terms of its stage of completion, future costs to complete and collectability of billings, the group recognises revenue and expenses on the construction contract by reference to the stage of completion of the contract activity at the end of the reporting period. The stage of completion is determined on the basis of the proportion of the contract costs incurred to date over the estimated total costs.
When the outcome of a contract cannot be estimated reliably the group only recognises revenue to the extent of the recoverable contract costs incurred.

 
2.5

Interest income

Interest income is recognised in profit or loss on a cash received basis.

 
2.6

Finance costs

Finance costs are charged to profit or 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.

Page 19

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.7

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan 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 profit or loss 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.

 
2.8

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.

 
2.9

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
2.10

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.11

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.

Page 20

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)


2.11
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.

Depreciation is provided on the following basis:

Plant and machinery
-
15%
Reducing balance
Motor vehicles
-
25%
Reducing balance
Fixtures and fittings
-
15%
Reducing balance
Office equipment
-
25%
Straight line
Computer equipment
-
25%
Straight line
Other fixed assets
-
5%
Straight line

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.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.13

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.14

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.


 
2.15

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.

Page 21

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

  
2.16

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.

 
2.17

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of these financial statements require management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities and income and expenses.
Judgements and estimates are continually evaluated and are based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
a) Stage of completion of contracts
The stage of completion of contracts is measured using the costs to complete method. This involves forecasting future costs and therefore involves uncertainty. Forecast costs are based on the budgeted costs and historic experience of costs to complete similar contracts. Where contracts are forecast to be loss-making, the full loss is recognised as soon as this is foreseen. Margin is taken only where it is considered that the outcome of the contract can be measured reliably.

Page 22

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Contracting income
63,661,831
39,984,143

Training services income
159,940
-

63,821,771
39,984,143


All turnover arose within the United Kingdom.


5.


Other operating income

2024
2023
£
£

Other operating income
4,686
374,911



6.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Depreciation
291,239
168,938

Other operating lease rentals
223,303
73,857


7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
41,250
24,000

Page 23

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
2024
2023
£
£


Wages and salaries
10,801,039
5,415,192

Social security costs
1,040,777
499,609

Cost of defined benefit scheme
361,899
184,699

12,203,715
6,099,500

The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Employees
224
119


9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
1,424,411
248,667

Group contributions to defined contribution pension schemes
13,200
4,034

1,437,611
252,701


During the year retirement benefits were accruing to 1 director (2023 - 3) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £313,332 (2023 - £93,108).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £Nil (2023 - £1,112).


10.


Interest receivable

2024
2023
£
£


Other interest receivable
48,310
934

Page 24

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

11.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
27,323
32,266

Finance leases and hire purchase contracts
19,729
7,869

47,052
40,135


12.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
603,539
289,755

Adjustments in respect of previous periods
(94,276)
-


509,263
289,755


Total current tax
509,263
289,755

Deferred tax


Origination and reversal of timing differences
(90,964)
201,301

Total deferred tax
(90,964)
201,301


Tax on profit
418,299
491,056
Page 25

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
2,872,572
2,200,569


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
718,143
418,108

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
36,175
129,736

Capital allowances for year in excess of depreciation
(40,206)
(66,422)

Other differences leading to an increase (decrease) in the tax charge
(138,599)
32,479

Group relief claimed
(157,214)
(22,845)

Total tax charge for the year
418,299
491,056


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


13.


Exceptional items

2024
2023
£
£


Profit/Loss on sale tangible fixed asset
874,078
-

Exceptional items represents the gain on disposal of freehold property to a related company outside of the group.

Page 26

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

14.


Intangible assets

Group and Company





Goodwill

£



Cost


Additions
337,993



At 31 March 2024

337,993



Amortisation


Charge for the year on owned assets
337,993



At 31 March 2024

337,993



Net book value



At 31 March 2024
-



At 31 March 2023
-



Page 27

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

15.


Tangible fixed assets

Group






Land and building
Plant and machinery
Fixtures, fittings and equipment
Motor vehicles
Other tangible assets
Total

£
£
£
£
£
£



Cost or valuation


At 1 April 2023
1,177,820
-
83,610
911,467
257,970
2,430,867


Additions
-
1,685
54,777
130,480
39,846
226,788


Disposals
(1,099,716)
-
(8,284)
(32,290)
-
(1,140,290)



At 31 March 2024

78,104
1,685
130,103
1,009,657
297,816
1,517,365



Depreciation


At 1 April 2023
5,448
-
11,805
161,886
53,089
232,228


Charge for the year on owned assets
833
63
23,789
60,053
61,961
146,699


Charge for the year on financed assets
-
-
-
145,650
-
145,650


Disposals
-
-
-
(11,016)
-
(11,016)



At 31 March 2024

6,281
63
35,594
356,573
115,050
513,561



Net book value



At 31 March 2024
71,823
1,622
94,509
653,084
182,766
1,003,804



At 31 March 2023
1,172,372
-
71,805
749,581
204,881
2,198,639

Included within the net book value of land and buildings above is £Nil (2023 - £1,176,000) in respect of freehold land and buildings.
During the year a property was transferred outside of the group via a dividend in specie of £2,000,000 (2023: £Nil) as part of a restructure.

Page 28

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

           15.Tangible fixed assets (continued)


Company






Motor vehicles

£

Cost or valuation


Additions
35,057



At 31 March 2024

35,057






At 31 March 2024

-



Net book value



At 31 March 2024
35,057






16.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


Additions
10,000,000



At 31 March 2024
10,000,000




Page 29

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

RE:GEN North East Limited
Ordinary
100%
RE:GEN North West Limited
Ordinary
100%
RE:GEN Solutions Limited
Ordinary
100%
RE:GEN Green Limited
Ordinary
100%
RE:GEN Academy
Ordinary
100%

All subsidiary undertakings have the same registered office as RE:GEN Group Limited.

The aggregate of the share capital and reserves as at 31 March 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings was as follows:

Name
Profit/(Loss)
£

RE:GEN North East Limited
2,913,911

RE:GEN North West Limited
(281,940)

RE:GEN Solutions Limited
218,635

RE:GEN Green Limited
49,686

RE:GEN Academy Limited
(337,477)


17.


Debtors

Group
Group
Company
2024
2023
2024
£
£
£


Trade debtors
10,016,548
5,082,743
-

Amounts owed by group undertakings
-
425,023
1,082,693

Other debtors
1,293,897
475,374
1,219,307

Called up share capital not paid
202
-
-

Prepayments and accrued income
198,656
208,356
-

Amounts recoverable on long-term contracts
3,581,255
4,224,791
-

15,090,558
10,416,287
2,302,000



18.


Cash and cash equivalents

Group
Group
Company
2024
2023
2024
£
£
£

Cash at bank and in hand
4,004,407
1,867,247
3,666,224

4,004,407
1,867,247
3,666,224


Page 30

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

19.


Creditors: Amounts falling due within one year

Group
Group
Company
2024
2023
2024
£
£
£

Bank loans
-
873,088
-

Trade creditors
5,876,190
5,851,271
-

Amounts owed to group undertakings
-
-
3,176,034

Corporation tax
116,039
289,755
652

Other taxation and social security
1,886,245
1,659,692
-

Obligations under finance lease and hire purchase contracts
144,365
511,829
30,587

Other creditors
55,416
82,360
-

Accruals and deferred income
9,286,081
2,773,387
-

17,364,336
12,041,382
3,207,273


Obligations under finance lease and hire purchase contracts are secured against the assets to which they relate.


20.


Creditors: Amounts falling due after more than one year

Group
Group
2024
2023
£
£

Net obligations under finance leases and hire purchase contracts
277,217
-


Obligations under finance lease and hire purchase contracts are secured against the assets to which they relate.

Page 31

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

21.


Deferred taxation


Group



2024


£






At beginning of year
(215,693)


Charged to profit or loss
90,156



At end of year
(125,537)

Company


2024


£






Charged to profit or loss
(395)



At end of year
(395)

Group
Group
Company
2024
2023
2024
£
£
£

Accelerated capital allowances
(132,973)
(219,156)
(395)

Pension surplus
7,436
3,463
-

(125,537)
(215,693)
(395)


22.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



10,000,000 (2023 - 169) Ordinary shares of £1.00 each
10,000,000
169




23.


Reserves

Merger Reserve

This reserve represents cumulative adjustments made due to the application of merger accounting.

Profit and loss account

This reserve records retained earnings and accumulated profits net of dividends.

Page 32

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

24.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £369,595 (2023 - £194,407). Contributions totalling £54,346 (2023 - £16,447) were payable to the fund at the balance sheet date and are included in creditors.


25.


Related party transactions

The group has taken the exemption within section 33 of FRS102 to not disclose transactions between wholly owned member of the group.
At the balance sheet date, £200,000 was owed from NXT:GEN Investments Limited and £1,000,000 was owed from NXT:GEN Holdings Limited. Both of these entities are related non-group entities with common directors.
During the year dividends totalling £347,640 (2023: 455,149) were paid to shareholders.
Key management personnel comprises of the Directors whose remuneration is disclosed in note 9 of these financial statements.


26.


Controlling party

The company was under the control of the directors throughout the period. No individual shareholder holds a controlling stake in the company or group therefore there is no ultimate controlling party.

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