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Registration number: 13688955

Hamburg Topco Limited

Annual Report and Consolidated Financial Statements

for the Year Ended 31 March 2024

 

Hamburg Topco Limited

Contents

Company Information

1

Strategic Report

2

Directors' Report

3

Statement of Directors' Responsibilities

4

Independent Auditor's Report

5 to 7

Consolidated Profit and Loss Account

8

Consolidated Balance Sheet

9

Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Statement of Changes in Equity

12

Consolidated Statement of Cash Flows

13

Notes to the Financial Statements

14 to 27

 

Hamburg Topco Limited

Company Information

Directors

K A Bushnell

A Cunynghame

N Delaney

Dr P Gellatly

T Hammond

D J House

J W M Murray

R C R Pope

Registered office

Ground Floor
Interchange
81-85 Station Road
Croydon
CR0 2AJ

Auditors

Hazlewoods LLP
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

 

Hamburg Topco Limited

Strategic Report for the Year Ended 31 March 2024

The directors present their strategic report for the year ended 31 March 2024.

Principal activity

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

The principal activity of the group is the provision of medical and vocational assessments, rehabilitation care management and treatment services.

Fair review of the business

The results for the year, which are set out in the profit and loss account, show turnover of £41,959,312 (2023 - £28,585,315) and an operating profit of £213,954 (2023 - £1,049,153). At 31 March 2024, the group had total assets less current liabilities of £27,919,057 (2023 - £22,272,871). The directors consider the performance for the year and the financial position at the year end to be satisfactory.

Section 172 statement
The Directors believe that they have effectively implemented their duties under section 172 of the Companies Act 2006. The group has considered the long-term strategy of the business and consider that this strategy will continue to deliver long term success to the business and it’s stakeholders.

The group is committed to maintaining an excellent reputation and strives to achieve high standards. We are highly selective about which co-contractors are used to deliver best value while maintaining an awareness of the environmental impact of the work that they do and strive to reduce their carbon footprint.

The Directors recognise the importance of wider stakeholders in delivering their strategy and achieving sustainability within the business. The main stakeholders in the company are considered to be the employees, suppliers and service users.

In ensuring that all our stakeholders are considered as part of every decision process we believe we act fairly between all members of the group.

Key performance indicators
Given the nature of the business, the directors are of the opinion that key performance indicators are important. The company uses a number of indicators to monitor and improve the position of the business. Indicators are reviewed and altered to meet changes both in the internal and external environments. The directors consider key performance indicators to include turnover, gross profit and operating profit.

Principal risks and uncertainties

The management of the business and the execution of the group's strategy are subject to a number of risks. The key business risks and uncertainties affecting the group are considered to relate to the uptake of rehabilitation case management within the insurance, legal and corporate sectors, competition activity and the attraction and retention of employees.

Financial instruments

Objectives and policies

The board constantly monitors the group's trading results and revise projections as appropriate to ensure that the group can meet its future obligations as they fall due.

Price risk, credit risk, liquidity risk and cash flow risk

The group is exposed to the usual credit and cash flow risks associated with selling on credit and manages this through credit control procedures.

The group has sufficient resources available and the directors have prepared forecasts for the next 12 months that indicate that this will continue to be the case and that these cash flows will be sufficient for the group to meet its financing commitments as they fall due. The directors therefore have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing the financial statements.

Approved by the Board on 27 November 2024 and signed on its behalf by:


J W M Murray
Director

 

Hamburg Topco Limited

Directors' Report for the Year Ended 31 March 2024

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

Directors of the company

The directors who held office during the year were as follows:

K A Bushnell

A Cunynghame

N Delaney

Dr P Gellatly (appointed 23 November 2023)

T Hammond

D J House (appointed 28 February 2024)

R C R Pope

The following director was appointed after the year end:

J W M Murray (appointed 4 November 2024)

Employment of disabled persons

The group’s policy is to consider the recruitment of disabled workers for those vacancies that they are able to fill. All necessary assistance with initial training courses is given. Once employed, a career plan is developed so as to ensure suitable opportunities for each disabled person. Arrangements are made, wherever possible, for retraining employees who become disabled, to enable them to perform work identified as appropriate to their aptitudes and abilities.

Employee involvement

The group encourages the involvement of employees in its management through regular meetings.

Future developments

The directors continue to explore opportunities to grow the group either organically or through acquisition.

Going concern

After reviewing the group's forecasts and projections, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The group therefore continues to adopt the going concern basis in preparing its financial statements.

Disclosure of information to the auditor

Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 27 November 2024 and signed on its behalf by:


J W M Murray
Director

 

Hamburg Topco Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, Directors' 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 of the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the 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 the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Hamburg Topco Limited

Independent Auditor's Report to the Members of Hamburg Topco Limited

Opinion

We have audited the financial statements of Hamburg Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in 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 the parent company's affairs as at 31 March 2024 and of the group's loss 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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

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

Other information

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

 

Hamburg Topco Limited

Independent Auditor's Report to the Members of Hamburg Topco Limited

Opinion on other matter 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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and 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 our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

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

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

the parent company financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 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.

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.

Extent to which the audit was capable of detecting irregularities, including fraud

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 considered the nature of the group’s industry and its control environment and reviewed the groups’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

 

Hamburg Topco Limited

Independent Auditor's Report to the Members of Hamburg Topco Limited

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

reading minutes of meetings of those charged with governance.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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

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.





James Morter (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Windsor House
Bayshill Road
Cheltenham
GL50 3AT

28 November 2024

 

Hamburg Topco Limited

Consolidated Profit and Loss Account for the Year Ended 31 March 2024

Note

2024
 £

2023
 £

Turnover

3

41,869,708

28,585,315

Cost of sales

 

(30,577,453)

(19,586,070)

Gross profit

 

11,292,255

8,999,245

Administrative expenses

 

(10,650,569)

(7,790,727)

Exceptional items

5

(427,732)

(159,365)

Operating profit

4

213,954

1,049,153

Other interest receivable and similar income

6

9,033

4,881

Interest payable and similar charges

7

(3,319,364)

(2,451,583)

Loss before tax

 

(3,096,377)

(1,397,549)

Taxation

11

(253,512)

(326,820)

Loss for the financial year

 

(3,349,889)

(1,724,369)

The above results were derived from continuing operations.

The group has no other comprehensive income for the year.

 

Hamburg Topco Limited

(Registration number: 13688955)
Consolidated Balance Sheet as at 31 March 2024

Note

2024
 £

2023
 £

Fixed assets

 

Intangible assets

12

23,445,605

21,955,825

Tangible assets

13

298,483

280,645

 

23,744,088

22,236,470

Current assets

 

Debtors

15

9,589,865

6,740,270

Cash at bank and in hand

 

976,698

1,980,197

 

10,566,563

8,720,467

Creditors: Amounts falling due within one year

16

(6,391,593)

(8,684,066)

Net current assets

 

4,174,970

36,401

Total assets less current liabilities

 

27,919,058

22,272,871

Creditors: Amounts falling due after more than one year

16

31,278,456

23,750,727

Provisions for liabilities

11

299,633

93,171

   

31,578,089

23,843,898

Capital and reserves

 

Called up share capital

19

1,099

1,035

Share premium reserve

2,181,379

919,558

Profit and loss account

(5,841,509)

(2,491,620)

Total equity

 

(3,659,031)

(1,571,027)

Total capital, reserves and long-term liabilities

 

27,919,058

22,272,871

Approved and authorised by the Board on 27 November 2024 and signed on its behalf by:
 

J W M Murray
Director

 

Hamburg Topco Limited

(Registration number: 13688955)
Balance Sheet as at 31 March 2024

Note

2024
 £

2023
 £

Fixed assets

 

Investments

14

100,001

100,001

Current assets

 

Debtors

15

3,512,907

884,650

Creditors: Amounts falling due within one year

16

1

-

Net current assets

 

3,512,908

884,650

Total assets less current liabilities

 

3,612,909

984,651

Creditors: Amounts falling due after more than one year

16

(1,209,863)

-

Net assets

 

2,403,046

984,651

Capital and reserves

 

Called up share capital

19

1,099

1,035

Share premium reserve

2,181,379

919,558

Profit and loss account

220,568

64,058

Total equity

 

2,403,046

984,651

The company made a profit after tax for the financial year of £156,510 (2023 - profit of £64,058).

Approved and authorised by the Board on 27 November 2024 and signed on its behalf by:
 

J W M Murray
Director

 

Hamburg Topco Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 March 2024
Equity attributable to the parent company

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

At 1 April 2023

1,035

919,558

(2,491,620)

(1,571,027)

Loss for the year

-

-

(3,349,889)

(3,349,889)

New share capital subscribed

64

1,261,821

-

1,261,885

At 31 March 2024

1,099

2,181,379

(5,841,509)

(3,659,031)

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

At 1 April 2022

974

96,403

(767,251)

(669,874)

Loss for the year

-

-

(1,724,369)

(1,724,369)

New share capital subscribed

61

823,155

-

823,216

At 31 March 2023

1,035

919,558

(2,491,620)

(1,571,027)

 

Hamburg Topco Limited

Statement of Changes in Equity for the Year Ended 31 March 2024

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

At 1 April 2023

1,035

919,558

64,058

984,651

Profit for the year

-

-

156,510

156,510

New share capital subscribed

64

1,261,821

-

1,261,885

At 31 March 2024

1,099

2,181,379

220,568

2,403,046

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

At 1 April 2022

974

96,403

-

97,377

Profit for the year

-

-

64,058

64,058

New share capital subscribed and at 31 March 2022

61

823,155

-

823,216

At 31 March 2023

1,035

919,558

64,058

984,651

 

Hamburg Topco Limited

Consolidated Statement of Cash Flows for the Year Ended 31 March 2024

Note

2024
 £

2023
 £

Cash flows from operating activities

Loss for the year

 

(3,349,889)

(1,724,369)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

4

3,409,275

2,381,325

Finance income

6

(9,033)

(4,881)

Finance costs

7

3,319,364

2,451,583

Income tax expense

11

253,512

326,820

 

3,623,229

3,430,478

Working capital adjustments

 

Increase in debtors

15

(726,255)

(33,093)

Increase/(decrease) in creditors

16

135,222

(517,526)

Cash generated from operations

 

3,032,196

2,879,859

Income taxes paid

11

(676,947)

(281,951)

Net cash flow from operating activities

 

2,355,249

2,597,908

Cash flows from investing activities

 

Interest received

9,033

4,881

Acquisitions of tangible assets

(280,092)

(246,946)

Acquisition of intangible assets

(517,256)

(563,554)

Acquisition of subsidiary (net of cash received)

22

(9,104,904)

(2,134,927)

Net cash flows from investing activities

 

(9,893,219)

(2,940,546)

Cash flows from financing activities

 

Interest paid

 

(1,083,065)

(568,850)

Proceeds from issue of ordinary shares, net of issue costs

 

1,261,884

673,441

Proceeds from bank borrowing draw downs

 

7,418,112

1,100,000

Repayment of bank borrowing

 

(2,751,914)

(774,013)

Proceeds from issue of loan notes

 

800,872

688,079

Proceeds from issue of convertible loan notes

 

1,200,000

-

Amounts paid for cost of debt in period

 

(311,418)

(177,525)

Net cash flows from financing activities

 

6,534,471

941,132

Net (decrease)/increase in cash and cash equivalents

 

(1,003,499)

598,494

Cash and cash equivalents at 1 April

 

1,980,197

1,381,703

Cash and cash equivalents at 31 March

 

976,698

1,980,197

 

Hamburg Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

 

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Ground Floor
Interchange
81-85 Station Road
Croydon
CR0 2AJ

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

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

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the group and company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March 2024.

No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a profit after tax for the financial year of £156,510 (2023 - £64,058).

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

 

Hamburg Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

Going concern

After reviewing the group's forecasts and projections, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The group therefore continues to adopt the going concern basis in preparing its financial statements.

Judgements and estimation uncertainty

The bad debt provision is based on historical factors and other factors considered to be relevant. As of 31 March 2024, the group estimates £424,395 (2023 - £1,233,856) of debts to be unrecoverable.

The group 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 addressed below.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group. The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the group's activities.

Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.

Tax

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

The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the group. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Fixtures, fittings and equipment

Straight line over 4 years

Computer equipment

Straight line over 3 to 5 years

 

Hamburg Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.

Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.

Software development costs are initially recognised as an asset at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

Straight line over 10 years

Software development costs

Straight line over 5 to 6 years

Investments

Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

 

Hamburg Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Financial instruments

Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

 

Hamburg Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

Financial instruments (continued)

Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

 

3

Turnover

The total turnover of the group has been derived from its principal activity wholly undertaken in the United Kingdom and Ireland.

 

4

Operating profit

Arrived at after charging

2024
 £

2023
 £

Depreciation expense

262,254

104,093

Amortisation expense

3,147,021

2,277,232

Operating lease expense - property

285,374

266,915

Operating lease expense - plant and machinery

356

21,538

 

Hamburg Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

 

5

Exceptional items

2024
 £

2023
 £

Exceptional expenses

427,732

159,365

Exceptional items in the current year consists of recruitment expenses and employee settlement costs.

Exceptional items in the prior year consisted of one-off legal and professional fees.

 

6

Other interest receivable and similar income

2024
£

2023
£

Interest income on bank deposits

9,033

4,881

 

7

Interest payable and similar expenses

2024
£

2023
£

Interest on bank overdrafts and borrowings

1,375,272

795,627

Interest expense on other finance liabilities

1,944,092

1,655,956

3,319,364

2,451,583

 

8

Staff costs

Group
The aggregate payroll costs (including directors' remuneration) were as follows:

2024
 £

2023
 £

Wages and salaries

12,569,428

9,146,612

Social security costs

1,314,127

879,586

Pension costs, defined contribution scheme

666,054

403,149

14,549,609

10,429,347

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

2024
 No.

2023
 No.

Clinical

289

228

Admin

51

52

Directors

7

5

347

285

Company
The company incurred no staff costs and had no employees other than the directors.

 

Hamburg Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

 

9

Directors' remuneration

The directors' remuneration for the year was as follows:

2024
£

2023
£

Remuneration

317,191

318,729

Contributions paid to money purchase schemes

13,147

12,550

330,338

331,279

During the year the number of directors who were receiving benefits and share incentives was as follows:

2024
No.

2023
No.

Accruing benefits under money purchase pension scheme

1

1

In respect of the highest paid director:

2024
£

2023
£

Remuneration

221,764

210,280

Company contributions to money purchase pension schemes

13,147

-

 

10

Auditors' remuneration

2024
£

2023
£

Audit of these financial statements

35,000

30,000

Other fees to auditors

All other non-audit services

20,450

17,250

 

Hamburg Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

 

11

Taxation

Tax charged/(credited) in the consolidated profit and loss account

2024
£

2023
£

Current taxation

UK corporation tax

243,350

267,281

UK corporation tax adjustment to prior periods

(196,300)

-

47,050

267,281

Deferred taxation

Arising from origination and reversal of timing differences

51,562

74,182

Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods

154,900

(14,643)

Total deferred taxation

206,462

59,539

Tax expense in the income statement

253,512

326,820

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of 25% (2023 - 19%).

The differences are reconciled below:

2024
£

2023
£

Loss before tax

(3,096,377)

(1,397,549)

Corporation tax at standard rate

(774,094)

(265,534)

Effect of expense not deductible in determining taxable profit (tax loss)

1,147,556

531,766

Deferred tax expense/(credit) from unrecognised temporary difference from a prior period

154,900

(14,643)

Decrease in UK and foreign current tax from adjustment for prior periods

(196,300)

-

Tax (decrease)/increase from effect of capital allowances and depreciation

(78,550)

75,231

Total tax charge

253,512

326,820

Deferred tax

Group

Deferred tax assets and liabilities

2024

Liability
£

Difference between accumulated depreciation and capital allowances

299,633

2023

Liability
£

Difference between accumulated depreciation and capital allowances

93,171

 

Hamburg Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

 

12

Intangible assets

Group

Goodwill
 £

Software development costs
 £

Total
£

Cost

At 1 April 2023

23,853,156

1,169,464

25,022,620

Additions

4,119,545

517,256

4,636,801

At 31 March 2024

27,972,701

1,686,720

29,659,421

Amortisation

At 1 April 2023

2,740,822

325,973

3,066,795

Amortisation charge

2,677,121

469,900

3,147,021

At 31 March 2024

5,417,943

795,873

6,213,816

Carrying amount

At 31 March 2024

22,554,758

890,847

23,445,605

At 31 March 2023

21,112,334

843,491

21,955,825

 

13

Tangible assets

Group

Furniture, fittings and equipment
 £

Cost

At 1 April 2023

470,210

Additions

280,092

At 31 March 2024

750,302

Depreciation

At 1 April 2023

189,565

Charge for the year

262,254

At 31 March 2024

451,819

Carrying amount

At 31 March 2024

298,483

At 31 March 2023

280,645

 

Hamburg Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

 

14

Investments

Company

2024
£

2023
£

Investments in subsidiaries

100,001

100,001

Subsidiaries

£

Cost and carrying amount

At 1 April 2023 and at 31 March 2024

100,001

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2024

2023

Subsidiary undertakings

Hamburg Midco Limited

England and Wales

Ordinary

100%

100%

Hamburg Bidco Limited

England and Wales

Ordinary

100%

100%

Ballard Investment Company Limited

England and Wales

Ordinary

100%

100%

Excell Medical Reporting Limited

England and Wales

Ordinary

100%

100%

Health & Case Management Limited

England and Wales

Ordinary

100%

100%

Healthcare RM Limited

England and Wales

Ordinary

100%

100%

HealthKinect Limited

England and Wales

Ordinary

100%

100%

CA Case Management Limited

England and Wales

Ordinary

100%

0%


Subsidiary undertakings

Hamburg Midco Limited
The principal activity of Hamburg Midco Limited is as a holding company.

Hamburg Bidco Limited
The principal activity of Hamburg Bidco Limited is as a holding company.

Ballard Investment Company Limited
The principal activity of Ballard Investment Company Limited is as a holding company.

Excell Medical Reporting Limited
Excell Medical Reporting Limited is a dormant company.

Health & Case Management Limited
The principal activity of Health & Case Management Limited is the provision of medical and vocational assessments, rehabilitation care management and treatment services.

Healthcare RM Limited
The principal activity of Healthcare RM Limited is the provision of medical and vocational assessments.
 

 

Hamburg Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

HealthKinect Limited
HealthKinect Limited is a dormant company.

CA Case Management Limited
The principal activity of Health & Case Management Limited is the provision of medical and vocational assessments, rehabilitation care management and treatment services.

 

15

Debtors

   

Group

Company

Note

2024
 £

2023
 £

2024
 £

2023
 £

Trade debtors

 

5,199,441

3,470,483

-

-

Amounts owed by group undertakings

21

-

-

3,446,036

864,778

Other debtors

 

238,891

157,499

66,871

19,872

Prepayments and accrued income

 

3,457,821

3,011,023

-

-

Corporation tax asset

11

693,712

101,265

-

-

   

9,589,865

6,740,270

3,512,907

884,650

Less non-current portion

 

-

-

(2,246,036)

(864,778)

Total current trade and other debtors

 

9,589,865

6,740,270

1,266,871

19,872

 

16

Creditors

   

Group

Company

Note

2024
 £

2023
 £

2024
 £

2023
 £

Due within one year

 

Loans and borrowings

17

1,533,048

1,210,728

-

-

Trade creditors

 

1,435,578

1,409,911

-

-

Social security and other taxes

 

678,634

499,601

-

-

Other creditors

 

636,285

4,218,252

(1)

-

Accrued expenses

 

1,989,200

1,345,574

-

-

Corporation tax liability

11

118,848

-

-

-

 

6,391,593

8,684,066

(1)

-

Due after one year

 

Loans and borrowings

17

31,278,456

23,326,720

1,209,863

-

Other non-current financial liabilities

 

-

424,006

-

-

 

31,278,456

23,750,726

1,209,863

-

Other creditors in the group includes deferred consideration payable of £424,006 (2023 - £4,216,617) of which £nil (2023 - £424,006) is classified as a non-current liability.

 

Hamburg Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

 

17

Loans and borrowings

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Current loans and borrowings

Bank borrowings

1,533,048

921,970

-

-

Other borrowings

-

288,758

-

-

1,533,048

1,210,728

-

-

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Non-current loans and borrowings

Bank borrowings

10,724,252

6,717,479

-

-

Other borrowings

20,554,204

16,609,241

1,209,863

-

31,278,456

23,326,720

1,209,863

-

Other borrowings include loan notes issued to Apposite Capital and management personnel. The principal amount owing at year end is £15,187,461 (2023 - £14,386,589) excluding interest accrued of £4,223,221 (2023 - £2,222,652). The loan notes are repayable on 12 November 2026. The interest accrues at 11.3% p.a.

Other borrowings also include convertible loan notes issued during the year to Apposite Capital and management personnel. The principal amount owing at year end is £1,200,000 (2023 - £nil) excluding interest accrued of £15,781 (2023 - £nil). If not repaid before, the loan notes will be convertible into shares on 14 April 2025. The interest accrues at 30% p.a.

Other borrowings due in less than one year include a net float balance of £nil (2023 - £288,758) which has been made available to the group. The amount is unsecured and interest free. In the current year the net float is a within other debtors with a balance of £62,928.

Bank borrowings outstanding of £12,257,300 (2023 - £7,639,449) are stated after deducting £508,780 (2023 - £508,622) of costs associated with the raising of finance, which are being released to the profit and loss account over the term of the debt in accordance with FRS 102. Bank borrowings comprise these loans, all repayable in full by November 2025 through a combination of monthly, quarterly and other repayments, and attract interest at rates ranging between 6.5% and 11.7% per annum.

 

18

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £666,054 (2023 - £403,149). Contributions totalling £27,485 (2023 - £32,285) were payable to the scheme at the end of the year and are included in creditors.

 

Hamburg Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

 

19

Share capital

Allotted, called up and fully paid shares

 

2024

2023

 

No.

£

No.

£

A Ordinary shares of £0.0001 each

9,141,902

914

8,749,627

875

B Ordinary shares of £0.0001 each

435,757

44

311,234

31

C Ordinary shares of £0.0001 each

1,407,500

141

1,290,000

129

 

10,985,159

1,099

10,350,861

1,035

New shares allotted

During the year, 392,275 A Ordinary having an aggregate nominal value of £39 were allotted for an aggregate consideration of £921,846.

During the year, 124,523 B Ordinary having an aggregate nominal value of £12 were allotted for an aggregate consideration of £292,629.

During the year, 117,500 C Ordinary having an aggregate nominal value of £12 were allotted for an aggregate consideration of £47,000.

 

20

Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

2024
£

2023
£

Not later than one year

284,099

285,374

Later than one year and not later than five years

857,386

407,803

Later than five years

12,611

-

1,154,096

693,177

The amount of non-cancellable operating lease payments recognised as an expense during the year was £285,374 (2023 - £288,453).

 

21

Related party transactions

Company

Summary of transactions with key management

Key management personnel are considered to be the directors of the company and key management personnel compensation is disclosed in note 9 to the financial statements.

Related party transactions concerning amounts owed to management and shareholders have been disclosed in the loans and borrowings note.

 

Hamburg Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

 

22

Business combinations

On 12 July 2023, Hamburg Bidco Limited acquired 100% of the issued share capital of CA Case Management Ltd, obtaining control.

CA Case Management Ltd contributed £1,553,507 revenue and £319,222 to the group's profit for the period between the date of acquisition and the balance sheet date.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
 

Book & fair value
2024
£

Assets and liabilities acquired

Financial assets

1,685,546

Financial liabilities

(292,800)

Total identifiable assets

1,392,746

Goodwill

4,119,545

Total consideration

5,512,291

Satisfied by:

Cash

5,512,291

Cash flow analysis:

Cash consideration

5,512,291

Less: cash and cash equivalent balances acquired

(198,000)

Net cash outflow arising on acquisition

5,314,291

 

23

Parent and ultimate parent undertaking

The ultimate controlling party is Apposite Healthcare III GP LLP, a limited liability partnership registered in England and Wales which is considered to have no single controlling party.