Company registration number 08998652 (England and Wales)
HGF LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
HGF LIMITED
COMPANY INFORMATION
Directors
Mr MJ Fish
Mrs LE Johnson
(Appointed 23 November 2023)
Mr TR Wright            (Appointed 18 October 2024)
Secretary
Mr TR Wright
Company number
08998652
Registered office
1 City Walk
Leeds
West Yorkshire
LS11 9DX
Auditor
BHP LLP
Mayesbrook House
Lawnswood Business Park
Redvers Close
Leeds
LS16 6QY
HGF LIMITED
CONTENTS
Page
Strategic report
1 - 9
Directors' report
10 - 13
Directors' responsibilities statement
14
Independent auditor's report
15 - 17
Group statement of comprehensive income
18
Group statement of financial position
19 - 20
Group statement of changes in equity
21
Parent company statement of changes in equity
22
Group statement of cash flows
23
Notes to the group financial statements
24 - 56
HGF LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2024
- 1 -

The Directors present the Strategic report for the year ended 30 April 2024.

 

The Directors, in preparing this Strategic report, have complied with s414C of the Companies Act 2006. This Strategic report has been prepared for the group as a whole and therefore gives greater emphasis to those matters which are significant to the group and its subsidiary undertakings when viewed as a whole.

 

Cautionary statement

This Strategic report has been prepared solely to provide information to shareholders to assess how the Directors have performed their duty to promote the success of the group.

 

The Strategic report contains certain forward-looking statements. These statements are made by the Directors in good faith based on the information available to them up to the time of their approval of this report and such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such forward-looking information.

 

The Business model

HGF Limited's principal activity is the provision of Intellectual Property Services covering patents, trademarks, designs and IP Law to a global client base. The group strives to be one of the largest dedicated across Europe. The group operates with a partnership ethos, within the confines of company law. The shareholders are widely consulted and have a vote in significant decisions and are frequently referred to as "partners". During the prior year, the group voted on and agreed a new Vision and Mission as well as a European Strategy to 2026.

 

Vision: To be the IP group of choice.

 

Mission: We are a dynamic and responsible business supporting global innovation and brands to create value.

 

Values: People, Teamwork, Excellence, Progressive

The group strategy is ambitious and is underpinned by clear goals and strategic priorities with clients, HGF personnel and technology at its heart.

 

During the financial year ended 30 April 2024, the group achieved 7% underlying revenue growth continued to attract new clients across the world in the core technology areas of Chemistry, Electronics, Engineering and Life Sciences whilst continuing to grow its existing client base. We have continued our omni-channel strategy around thought leadership to reinforce attorney’s activity. The group's marketing strategy has been developed, building on the multi-disciplinary industry teams of Healthcare, Retail and Energy with the launch of the Food and Drink group in this financial year with developments in other specialist areas of technology, such as AgriTech, FemTech, Quantum and AI. Creating value from IP remains core to the group’s success and an agile client-centric approach using data insight has helped drive continued growth, to support this negotiations are in progress with a leading provider of CRM software, with expected roll out in mid 2025. The group has continued to use the legal and national media to build its reputation as a leader in European IP. This strategy is reinforced and based on the success of clients voting for the group in the Financial Times Best European Patent Lawyers awards in which the group received five gold awards and one silver award. The group also continued to build on its rankings across Europe in the key legal and IP directories; the group won Best Trade Mark Team in Europe and Best Trade Mark Team in The Netherlands in the Managing IP awards.

 

The group continues to be at the forefront of innovation in the industry and has continued to develop its in-house portfolio management system to improve client interaction and create efficiencies, enabling us to price competitively across our service stream. During the financial year the group ran a full-scale project for the implementation of the Unitary Patent and Unitary Patent Court (UPC), which launched on 1 June 2023 through creation of a market-leading client-centric portal for opt-outs and a full omni-channel communications campaign with a focus on internal and external stakeholders. An AI project led by the IT Director and a Director commenced during the year to assess AI’s benefits and risks to the group across all functions. The results of the project will be reported to the Board during the forthcoming financial year. Cyber security also remains a high priority for the group and is continually tested, monitored and reported to mitigate risk.

 

During the financial year, Diversity, Equality and Inclusion (DEI) continued to be a focus for the group. Using an external consultancy to move the group's diversity and inclusion strategy on further, 2024/25 will see these recommendations acted on. New initiatives such as employee affinity groups have been set up in key areas and the group actively supports mental health initiatives. We continue to endorse IP Inclusive.

HGF LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 2 -
Review of the business

The parent company is referred to as “HGF Limited” throughout this Annual report and financial statements.

 

As mentioned above, during the reporting period, the group continued to grow and expand the provision of services to its existing client base whilst also attracting new clients.

 

The group constantly reviews its internal systems and processes to enable it to work efficiently whilst also future proofing the group for potential further expansion into new operating territories. The group's IT systems are continuously upgraded by an expert team of in-house developers and, as mentioned previously, during the year, changes were made to enhance the user experience.

 

The group operated from offices in the United Kingdom and Europe in the below locations throughout the full year (UK unless stated otherwise):

 

· Aberdeen                     · Manchester

· Amsterdam (Netherlands)            · Munich (Germany)

· Bern (Switzerland)                · Newcastle

· Belfast                     · Nottingham

· Basel (Switzerland)            · Oxford (satellite)

· Birmingham                · London

· Dresden                    · Rennes (France)    

· Dublin (Ireland)                · Sheffield    

· Edinburgh                    · Salzburg (Austria)    

· Glasgow                    · The Hague (Netherlands)

· Leeds                    · York        

                

In the reporting year, the average number of employees increased by 10 to 420 (2023: 410).

 

The group continues to monitor the ongoing conflict in Eastern Europe. To date, this has had no impact on trade or the recoverability of assets or investments held by the group.

 

The group has continued to focus on its support functions and further investment has been made in the Learning and Development function and a new learning and development system has been launched for 24/7 access for all employees as part of our investment in this area.

 

The results for the year are set out in the Consolidated Income Statement on page 18.

HGF LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 3 -
Financial Performance

The profits of the business were affected by the following items:

 

Revenue

 

The Directors are pleased to report that the group's revenue has continued to grow in 2024 reaching £93m (2023: £87m). The group is satisfied that there will be continued growth in revenue in future periods, encouraged by both positive staff recruitment during the year and growth strategies.

 

Establishment costs and moves

 

The group continues to review its office footprint following the success of our agile working policy and we continue to review whether we can decrease our office footprint, whilst considering the need for premises where our people have opportunities to collaborate. The group opened new Dresden and Macclesfield offices during the period. The group also moved its Amsterdam, Newcastle and Edinburgh premises during the year.

 

The group continued to review energy supply costs for the group’s offices. As part of its sustainability measures, the group had already taken steps to minimise energy use. Further details of these can be found on page 12.

 

Recruitment

 

Recruitment is a key part of the group’s strategy for growth. Headcount has increased on average over the period by 10 to 420. Recruitment fees on positions filled during the period were £291,000 (2023: £278,000). Recruitment fees are included within administrative expenses.

 

Margins

The Directors are satisfied with the margins obtained during the year. Gross profit margin increased to 62% (2023: 59%). The net operating margin is affected significantly by the timing of variable partner-related payments but had also increased to 18% in 2024 (2023: 15%).

 

Business development cost

 

We are now fully back to face-to-face activity following the Covid-19 pandemic. Travel and accommodation costs have continued to increase but a focus on early planning and monitoring kept costs in line with strategic plans and budgets. The group continues to drive engagement through an omni-channel strategy. The group has continued to take advantage of the pace of change within the marketing sector and has invested in software analytical tools to drive economies, create efficiencies and data insight, to drive activity and build stronger client engagement; this will be further reinforced with the delivery of a CRM system coming on-line in 2025. We have continued a strategy of thought leadership across core services and technology areas; of note was the continued commentary on the UPC before and after launch as well as creating support materials for clients through a number of channels. HGF Futures launched to the graduate market using a digital platform to raise awareness and drive engagement, culminating in a careers day in our Leeds office; this will be further developed in 2024/25. The highlight of the year was the group's listening project, using outsourced consultants for interviews. The group performed very well with a 73% Net Promoter Score. We continued to increase engagement across all channels over the year and analytics consistently perform above average for the professional services industry. The European group and its attorneys have continued to build on directory rankings and the group continues to be successful in its awards, receiving accolades including Best Trade Mark team in Europe and Best Trade Mark team in the Netherlands from Managing IP awards. Expenditure (excluding direct staff costs) increased during the year to £1,179,000 (2023: £1,120,000). Continued investment in Business Development is budgeted for in 2025.

Information Technology (IT)

Working alongside Business Development, IT is focused on providing efficient and tailored services to our clients with the continued development of our online client information system to facilitate portfolio management. 2024 again saw significant IT investment.

HGF LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 4 -
Cash Flow

In January 2023, the group negotiated an overdraft facility of £10,000,000 increasing from a previously agreed overdraft facility of £8,000,000. This facility is renewed annually but the group negotiated an extension to the arrangement to the end of December 2024 in order to align renewal with the signing of the Financial Statements.

 

The group has carried out extensive cash flow forecasting and is confident that cashflow will remain stable for at least 12 months following the date of this Annual report and financial statements and. At 30 April 2024, debts due to trade creditors, made up of multiple supplier payments, was the highest creditor of £5,786,000 (2023: £5,012,000).

 

Further information on cash flows can be found in note 22 on page 50.

 

As in the prior year, due to its size, the group is required to make corporation tax payments on account and during the year £3,985,000 (2023: £3,236,000) was paid in corporation tax.

Key performance indicators

The following table shows the key performance indicators for the group.

 

Key Performance Indicator

Definition

2024

2023

Commentary

Underlying Revenue Growth

The year on year increase/ decrease in sales excluding the impact of any acquisitions or disposals.

7%

3%

The Directors are satisfied with the KPI which is reflective of an increase in fees which reflects the inflationary environment as well as increase in headcount.

Gross Margin

Gross profit expressed as a percentage of net sales revenue.

62%

59%

The Directors are satisfied with the KPI, due to the nature of chargeable disbursements this margin is changeable but remains within the expected range.

Net Margin

Net profit before corporation tax expressed as a percentage of net sales revenue.

18%

15%

The Directors are satisfied with the KPI – see Business Review above for more detail.

Debtor Days

The year-end trade receivable balance expressed as the number of preceding days’ net sales revenue.

82.5 days

86.3 days

The Directors are satisfied with the KPI and continue to invest in credit control staff, systems and procedures to keep this as low as possible.

Bad Debt Charge

The bad debt costs in the consolidated statement of comprehensive income expressed as a percentage of net sales revenue.

(0.1%)

0.3%

The Directors are satisfied with the KPI and continue to invest in credit control staff, systems and procedures to keep this as low as possible.

 

HGF LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 5 -
Future Developments

Following the reporting period, the group secured private equity investment which provides the group with a stronger position from which to achieve its vision. The group agreed a three year plan for the period May 2023 to April 2026 and will revisit this as part of the investment. The group will continue to ensure it delivers excellent services to its clients whilst intending to increase the number and quality of its clients and grow its operations across the UK and Europe.

 

As a result of the investment, new funding arrangements have been put in place, the £10 million overdraft facility previously in place was repaid with support from a £15.5 million loan facility, this is supplemented by a further £10 million capital facility for the specific use of acquisitions and mergers. These are repayable on the earlier of an exit or seven years post October 2024. There is also a revolving credit facility of £3.5 million which is available for six years post October 2024.

 

The future plans of the group remain as before but will be accelerated by the recent investment.

 

Budgets for the coming year continue to focus on growth and profitability whilst encompassing sustainability, DEI and community engagement objectives. In September 2024, the group was proud to announce its new parental leave policy; HGF is the first Intellectual Property group in the UK to provide all eligible colleagues, irrespective of gender, access to up to 52 weeks of leave with 26 weeks at full pay, spread leave and pay to suit personal circumstances and is not impacted when taking time off simultaneously with the other parent (where there is more than one parent). This is a progressive policy which reinforces HGF’s commitment to creating a workplace where every individual can thrive both personally and professionally.

 

In line with the continued investment in our internal systems, September 2024 also saw the group sign up to a new CRM system to further enhance client relationships and assist our teams in uniting around client needs, allowing us to service our clients with the best quality and value.

Strategy and Objectives

Financial Objectives

 

The group remains committed to long term growth in revenue through the efficient servicing of clients and through process streamlining. To achieve the desired growth, as noted above, the group invests substantially in IT and business development, recruitment and when available, new investment opportunities. Investment continues to be made in the support functions in the business as well as fee earning resource.

 

Non-Financial Objectives

 

The group remains focused on the development of its client base, to win new work from foreign firms, "blue chip" companies, growth companies and research institutions so that a balance is maintained between volumes and margins. This is achieved through, amongst other things, targeted marketing and business development.

 

The group will continue to develop its core client offering but will also focus on expanding its more niche service offerings. The group will continue to monitor the marketplace for new opportunities and is currently developing a number of openings.

 

The group continues its aim of ensuring the long-term stability and profitability of the business by regularly reviewing the partner: attorney: trainee ratio and adjusting this to suit work flow, group specialties and client need through targeted recruitment.

 

The Directors continue to aim to increase the group's operations further in Europe (as well as the UK). The group is highly active in the recruitment market as well as keeping an active look-out for suitable merger or acquisition opportunities.

HGF LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 6 -
Going Concern Basis

The group maintains detailed cash flow forecasts and reviews these at Board meetings to ensure adequate headroom is in place well in advance of significant cash outflows. Throughout the reporting period, the group held a £10 million overdraft facility which was renewed in October 2023 with an extension to the facility until December 2024. From October 2024, due to private equity investment this facility was repaid by a £15.5 million loan facility and the group is supported by a revolving credit facility for the purpose of working capital of £3 million, with a further facility of £10 million for the purposes of permitted acquisitions. The cash flow forecasts have been rebased on the revised funding structure and show sufficient headroom to keep the group well within its borrowing limits and associated covenants with the Bank. Further details on the investment can be found in note 30.

 

The group pays its creditors on a timely basis. Patent and Trade Mark attorney company's generally have high working capital requirements, mainly due to the significant client disbursement inherent in the Business model. As part of the disbursement cycle, the group holds cash reserves at the patent and trade mark offices in the UK and Europe to facilitate the payment of official fees on behalf of its clients. These balances, although convertible into cash on closure of the accounts are held in debtors.

 

Due to the large and international client base, the group must manage its exposure to potential bad debts carefully. The credit control function is well staffed and multi-lingual. The group’s accounting system allows for group-wide debt and WIP exposure to be managed regardless of which HGF entity the client trades with, so credit risk can be managed and kept as low as possible. The group also employs systems to ensure work in progress is billed out in a timely manner, appropriate to client circumstances, and manages this on a monthly basis.

 

The group always pushes to improve its financial performance and has, again, set ambitious growth targets for the year to 30 April 2025 and within the forecast for the Going Concern review period which runs for 12 months to the end of December 2025.

 

The Directors have concluded, following a review of cash flow and profitability forecasts at the time of approving the financial statements, that HGF Limited and the group have adequate financial resources to continue to be operational for the foreseeable future and for at least one year from the date of this report. The Directors therefore consider it appropriate to adopt the going concern basis in preparing this Annual report and financial statements.

HGF LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 7 -
Principal Risks and Uncertainties

The following table shows the principal risks the group is exposed to and the group's approach to mitigating the risk.

 

Risk

Impact on the group

Mitigation of risk

Loss of or overdependence on clients

The profitability of the group could be at risk should key clients be lost.

The group invests heavily in business development to maintain excellent relationships with clients as well as to grow new clients. Client concentration is regularly reviewed to ensure that there is not an overdependence on a small number of large clients. Client spread is global, therefore the risk of loss of revenue should the UK head into recession is somewhat already mitigated.

Credit

Clients with significant debts due to the group could become insolvent or otherwise unable to settle their debts.

The group has strengthened its credit control function further with an enhanced IT system and additional emphasis on credit control procedures. The Board agreed a group wide credit policy that has been distributed to all staff. The Directors review large or problematic debts as a minimum each month.

Staff retention and loss of office

Key staff could leave or the group may not be able to recruit as planned.

The group has thorough employment contracts and benchmarks remuneration packages to maintain high staff retention rates. The Human Resources department is appropriately staffed to accommodate the significant growth in the group. The group has continued to invest heavily in its Learning and Development function. The global cost of living increases are likely to affect staff; this is being continually reviewed and has resulted in an increase in staffing costs. This is being monitored and considered in budgeting and, where costs cannot be absorbed, pricing.

Competitors

New or different competitive offerings could adversely affect the profits of the group.

The group regularly reviews competitor offerings and benchmarks to help ensure that it stays ahead of the competition.

Legislative

Changes to legislation could affect turnover or allow increased numbers of competitors into the market.

The group is in frequent discussions with regulators and monitors proposed and impending legislation to determine whether there would be significant commercial implications. Significant investment was made in internal systems to manage the launch of the Unitary Patent.

 

HGF LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 8 -
Section 172(1) statement

The Directors understand the importance of the group acting responsibly and maintaining high standards of business conduct.

 

The Directors recognise a responsibility to all stakeholders in considering the effect of long-term decisions. The group stresses the importance of engaging with employees and the significance of fostering relationships with stakeholders. The Directors also understand the impact of the group's operations on the wider communities the business trades in as well as the environment.

 

Statement by the Directors in performance of their statutory duties in accordance with the s172(1) Companies Act 2006

 

The Directors of HGF Limited, individually and as a board, believe that they have acted in good faith and that their decisions would be most likely to promote the long term success of the group for the benefit of all its members (having regard to the stakeholders and matters set out in s172(1)(a-f) of the Act) in decisions taken during the year ending 30 April 2024. This declaration of good faith applied to the members also, as the business retains its partnership ethos, the group's wider shareholders ("partners") are consulted and have a vote on significant decisions.

Employees

The group's employees are essential to the success of the business and HGF strives to be an employer that attracts and retains the very best talent. HGF's values centre on people, progressiveness, teamwork and excellence. The group believes that investment in training, development and the sharing of skills and knowledge builds on this. The group believes in engagement with its employees and issues regular employee communications and surveys. It is the aim of the group to have a diverse and inclusive workforce and the group is committed to policies and initiatives supporting this aim; some steps already taken to achieve this include policies around recruitment and the group is one of the founding members of the IP Inclusive initiative that focuses on diversity, inclusivity and wellbeing in the IP industry.

 

The group fosters an environment in which people prosper. It also realises the importance of other factors in being a responsible employer and has a team of mental health first aiders to offer support to all colleagues as well as having an effective Employee Assistance Programme. The group believes in encouraging its employees to have a healthy work-life balance and offers a holiday purchase scheme in addition to an already generous holiday package. The group also offers an excellent benefits package including private medical and dental care. The group introduced a formal agile working policy during the year ending 30 April 2022. This allows employees to request to work from home up to 100% of the time providing this is in line with the needs of the business. This has enabled the business to attract talent from all geographical areas and not just from those with the ability to travel to a local office.

Clients, Associates and Suppliers

The group is constantly reviewing its client offering and has an ongoing program of strategic investment, enabling it to improve efficiency, particularly in its IT systems. The online client information system provides additional value to clients enabling them real-time access to their registrations and applications.

 

The group prides itself on its high standards and reputation, and has won several accolades for its achievements during the period, further details of awards and achievements can be found on our website https://www.hgf.com/updates/awards.

 

Often there is reciprocity in the group's client and supplier base and the business works hard to maintain and cultivate these important relationships. The group operates with openness and transparency and aims to conduct all its business relationships with integrity and expects the same from its business partners.

Corporate Social Responsibility

As part of its wider contribution, the group undertakes pro bono work and encourages volunteer days to support local businesses and charities. The group has launched a CSR programme to promote shareholder and employee engagement in the community.

HGF LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 9 -
Approval

This report was approved by the Board of Directors and signed on its behalf by:

Mr MJ Fish
Director
28 November 2024
HGF LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2024
- 10 -

The Directors present their annual report and financial statements for the year ended 30 April 2024. The annual report comprises the Strategic Report and the Directors' Report, which together provide the information required by the Companies Act 2006.

 

Other than as disclosed in Note 30, the Directors have not noted any significant events since the balance sheet date. The Directors continue to monitor the impact of Brexit, the War in Eastern Europe and the cost of living increase on the group. An indication of likely future developments in the business of the group and details of research and development activities are included in the strategic report.

 

Information about the use of financial instruments by the company and its subsidiaries is given in note 25 to the financial statements.

Principal activities

The principal activity of the group continued to be that of the provision of Intellectual Property Services covering patents, trademarks, designs and IP Law to a global client base. The group strives to be one of the largest dedicated firms in revenue and size across Europe. The group operates with a partnership ethos, within the confines of company law. The shareholders are widely consulted and have a vote on significant decisions and shareholders and frequently referred to as "partners".

Results and dividends

HGF Limited is a privately owned company and the Directors declare dividends to shareholders as appropriate throughout the year. During the year dividends totalling £11,495,000 have been issued (2023: £12,034,000). No final dividend has been declared (2023: same). Details of the dividends paid are shown in note 9.

Capital Structure

Details of the authorised and issued share capital are shown in note 21. The company has several classes of ordinary shares which carry no right to fixed income. Each share class carries the right to one vote at general meetings of the company. The percentage of the issued nominal value of the ordinary shares is 14% (2023: 14%) of the total issued nominal value of all authorised share capital.

 

No one person has any special rights of control over the company's share capital and all issued shares are fully paid.

 

With regard to the appointment and replacement of Directors, the company is governed by its Articles of Association and the Companies Act and related legislation. The Articles themselves may be amended by special resolution of the shareholders.

 

Under its Articles of Association, the company has authority to issue up to 50,000 Ordinary Shares.

Directors

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

Mr MJ Fish
Mrs HM Chung
(Appointed 23 November 2023 and resigned 18 October 2024)
Mr GS Hutchinson
(Resigned 18 October 2024)
Mrs LE Johnson
(Appointed 23 November 2023)
Dr B Matharu
(Resigned 18 October 2024)
Mrs R Moss McGrath
(Resigned 18 October 2024)
Mr M Nelson
(Appointed 23 November 2023 and resigned 18 October 2024)
Mr JM Lumber
(Resigned 23 November 2023)
Miss VJ Stainthorpe
(Resigned 23 November 2023)
Mr G Wilson
(Resigned 23 November 2023)
Mr M Cassie
(Resigned 18 October 2024)
Mr TR Wright
(Appointed 18 October 2024)
HGF LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 11 -

Directors' indemnities

The company has made qualifying third-party indemnity provisions for the benefit of its Directors which remain in force at the date of this report.

 

Political contributions

No political contributions were made during the year to 30 April 2024 (2023: £nil).

 

Acquisition of the company's own shares

During the year, the company did not acquire any of its own shares (2023: £nil).

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The group places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the group. This is achieved through formal and informal meetings and the company intranet. All employees are eligible to receive an annual bonus related to the overall profitability of the group. Further information on the group's interaction with its employees can be found in the employee section of the Section 172 statement in the Strategic report on page 8.

Statement of engagement with clients and suppliers

Relationships with clients are managed by our professional technical staff. Client terms are generally 30 days although some clients have preferential terms, however these are mostly with other Patent and Trade Mark attorney practices around the world where extended credit terms are offered mutually.

 

These agreed extended credit terms also affect our creditor days which are 60 days at 30 April 2024 (2023: 52 days), these include those with extended terms, however for all other suppliers, provided all trading terms and conditions are met, payment is usually made at 30 days or within credit terms.

HGF LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 12 -
Energy and carbon report

In accordance with the Streamlined Energy and Carbon ("SECR") reporting requirements, the Directors report on the group's energy usage and greenhouse gas emissions for the fiscal year ended 30 April 2024. Comparative figures are presented.

 

In accordance with the requirements, energy usage figures reflect the group's electricity and gas usage during the year. The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per M^2, the recommended ratio for the sector.

2024
2023
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
430,247
522,085
2024
2023
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
9.93
8.38
Scope 2 - indirect emissions
- Electricity purchased
52.28
71.31
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the group
28.30
26.27
Total gross emissions
90.51
105.96
Intensity ratio
Tonnes CO2e per floor area (M2)
0.0248
0.0262
Quantification and reporting methodology

We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting.

Measures taken to improve energy efficiency

The group is committed to year-on-year improvements in its operational energy efficiency. A register of energy efficiency measures has been compiled, with a view to implementing these measures in the next five years.

 

Measures ongoing and undertaken through FY24

During the year the group implemented LED lighting systems in both its Manchester and Birmingham offices. This installation represents a strategic effort to reduce electricity consumption and improve overall energy efficiency across these key locations.

 

The group took decisive steps to phase out energy-inefficient equipment during FY24. This initiative involved replacing individual printers with larger, communal ones, thereby optimising energy use across the organisation.

 

The Directors undertook a comprehensive review of its suppliers for energy procurement. This review is part of a broader strategy to ensure that its energy sourcing aligns with best practices in sustainability and cost-efficiency.

 

Measures prioritised for implementations in FY25:

Building on the success of LED lighting installations in Manchester and Birmingham, the group plans to extend this initiative to its York site in FY25. Additionally, the group will be looking to secure at least 80% of its energy procurement for the London office from green energy sources. This transition reflects the group's commitment to reducing its carbon footprint and promoting the use of renewable energy.

HGF LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 13 -
Statement of disclosure to auditor

Each director in office at the date of approval of this annual report confirms that:

 

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

Auditors

BHP LLP were appointed as auditor and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Approved for issue by the Board and signed on its behalf by:
Mr MJ Fish
Director
28 November 2024
HGF LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 APRIL 2024
- 14 -

The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. 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 of the profit or loss of the company for that period.

 

In preparing these financial statements, International Accounting Standard 1 requires that Directors:

 

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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

HGF LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF HGF LIMITED
- 15 -
Opinion

We have audited the financial statements of HGF Limited (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 30 April 2024 which comprise the group statement of comprehensive income, the group statement of financial position, the group statement of changes in equity, the group and parent company statement of cash flows and the group notes to the financial statements, including significant accounting policies.

 

The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.

In our opinion:

Basis for opinion

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

Conclusions relating to going concern

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

 

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

 

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The Directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

HGF LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF HGF LIMITED
- 16 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

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 gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, 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 or intentional misrepresentations, or through collusion.

We focused on laws and regulations, relevant to the company, which could give rise to a material misstatement in the financial statements. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and review of company minutes and legal expenses. There are inherent limitations in the audit procedures described 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 would become aware of it.

 

As part of our audit, we addressed the risk of management override of internal controls. including the testing of journal entries and a review of the nominal ledger. We evaluated whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud.

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

HGF LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF HGF LIMITED
- 17 -

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.

Chris Neale (Senior Statutory Auditor)
For and on behalf of BHP LLP
28 November 2024
Chartered Accountants
Statutory Auditor
Mayesbrook House
Lawnswood Business Park
Redvers Close
Leeds
LS16 6QY
HGF LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2024
- 18 -
2024
2023
Notes
£'000
£'000
Revenue
3
92,747
86,633
Cost of sales
(35,262)
(35,129)
Gross profit
57,485
51,504
Administrative expenses
(39,146)
(37,408)
Operating profit
4
18,339
14,096
Finance costs
7
(1,380)
(756)
Profit before taxation
16,959
13,340
Income tax expense
8
(4,284)
(3,068)
Profit for the year
12,675
10,272
Other comprehensive income:
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations
(5)
27
Total items that will not be reclassified to profit or loss
(5)
27
Total other comprehensive income for the year
(5)
27
Total comprehensive income for the year
12,670
10,299
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
HGF LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
30 APRIL 2024
30 April 2024
- 19 -
Group
Company
2024
2023
2024
2023
Notes
£'000
£'000
£'000
£'000
Non-current assets
Goodwill
10
754
754
-
0
-
0
Intangible assets
10
139
213
139
214
Property, plant and equipment
12
3,716
4,751
3,006
4,009
Investment in subsidiary undertakings
14
-
0
-
0
118
118
4,609
5,718
3,263
4,341
Current assets
Work in progress
15
5,624
5,005
4,163
3,921
Other non-interest bearing loans
29
7,730
6,862
5,098
4,967
Amounts owed by group and affiliated undertakings
-
0
-
0
-
0
2,065
Trade and other receivables
16
22,876
22,463
17,867
18,574
Current tax assets: Corporation tax
-
0
143
-
0
275
Cash and cash equivalents
1,433
1,049
657
573
37,663
35,522
27,785
30,375
Total assets
42,272
41,240
31,048
34,716
Current liabilities
Trade and other payables
18
(10,885)
(9,447)
(6,453)
(5,582)
Current tax liabilities
(249)
-
0
(93)
-
0
Bank overdraft
(8,717)
(9,056)
(8,717)
(9,056)
Other non-interest bearing loans
-
0
(258)
-
0
(258)
Current lease liabilities
20
(1,257)
(1,205)
(1,104)
(1,037)
Amounts owed to group undertakings
-
0
-
0
(541)
(5,049)
(21,108)
(19,966)
(16,908)
(20,982)
Net current assets
16,555
15,556
10,877
9,393
Non-current liabilities
Long term lease liabilities
20
(1,869)
(2,736)
(1,277)
(2,159)
Deferred tax liabilities
17
(38)
(130)
(47)
(141)
Long term provisions
19
(930)
(1,006)
(814)
(844)
(2,837)
(3,872)
(2,138)
(3,144)
Total liabilities
(23,945)
(23,838)
(19,046)
(24,126)
Net assets
18,327
17,402
12,002
10,590
HGF LIMITED
GROUP STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
30 APRIL 2024
30 April 2024
Group
Company
2024
2023
2024
2023
Notes
£'000
£'000
£'000
£'000
- 20 -
Equity
Called up share capital
21
6,750
7,000
6,750
7,000
Retained earnings
11,577
10,402
5,252
3,590
Total equity
18,327
17,402
12,002
10,590
The Company's profit and total comprehensive income for the year was £10,604,000 (2023: £9,982,000).

Advantage has been taken of the exemption available under Section 408 of the Companies Act from the requirement to present an income statement or statement of comprehensive income for the company alone.
The financial statements were approved by the board of Directors and authorised for issue on 28 November 2024 and are signed on its behalf by:
Mr MJ Fish
Mr TR Wright
Director
Director
Company registration number 08998652 (England and Wales)
HGF LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024
- 21 -
Share capital
Retained earnings
Total
Notes
£'000
£'000
£'000
Balance at 1 May 2022
7,125
12,137
19,262
Year ended 30 April 2023:
Profit
-
10,272
10,272
Other comprehensive income:
Currency translation differences
-
27
27
Total comprehensive income
-
10,299
10,299
Transactions with owners:
Dividends
9
-
(12,034)
(12,034)
Other movements
(125)
-
(125)
Balance at 30 April 2023
7,000
10,402
17,402
Year ended 30 April 2024:
Profit
-
12,675
12,675
Other comprehensive income:
Currency translation differences
-
(5)
(5)
Total comprehensive income
-
12,670
12,670
Transactions with owners:
Dividends
9
-
(11,495)
(11,495)
Other movements
21
(250)
-
(250)
Balance at 30 April 2024
6,750
11,577
18,327
HGF LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024
- 22 -
Share capital
Retained earnings
Total
Notes
£
£
£
Balance at 1 May 2022
7,125
5,642
12,767
Year ended 30 April 2023:
Profit and total comprehensive income
-
9,982
9,982
Transactions with owners:
Dividends
-
(12,034)
(12,034)
Other movements
(125)
-
(125)
Balance at 30 April 2023
7,000
3,590
10,590
Year ended 30 April 2024:
Profit and total comprehensive income
-
10,604
10,604
Transactions with owners:
Dividends
-
(11,495)
(11,495)
Dividends received from subsiduary companies
-
2,553
2,553
Other movements
21
(250)
-
(250)
Balance at 30 April 2024
6,750
5,252
12,002
HGF LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2024
- 23 -
2024
2023
Notes
£'000
£'000
£'000
£'000
Net cash inflow from operating activities
15,144
10,137
Investing activities
Purchase of property, plant and equipment
(231)
(563)
Net cash used in investing activities
(231)
(563)
Financing activities
Payment of lease liabilities
(1,315)
(1,013)
Interest paid
(1,380)
(756)
Dividends paid to equity shareholders
(11,495)
(12,034)
Net cash used in financing activities
(14,190)
(13,803)
Net increase/(decrease) in cash and cash equivalents
723
(4,229)
Cash and cash equivalents at beginning of year
(8,007)
(3,778)
Cash and cash equivalents at end of year
(7,284)
(8,007)
Relating to:
Bank balances and short term deposits
1,433
1,049
Bank overdrafts
(8,717)
(9,056)
HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
- 24 -
1
Accounting policies
Company information

HGF Limited is a private company limited by shares incorporated in the UK and registered in England and Wales under the Companies Act 2006. The nature of the group's operations and its principal activities are set out in the Strategic Report.

 

These financial statements are presented in pounds sterling because that is the currency of the primary economic environment in which the group operates. Foreign operations are included in accordance with the policies set out in note 1.18. Monetary amounts in these financial statements are rounded to the nearest £'000.

1.1
Accounting convention

Standards affecting the financial statements

In the current year; the group has applied a number of amendments to IFRSs issued by the International Accounting Standards Board (IASB) that are mandatorily effective for an accounting period that begins on or after 1 January 2023. Their adoption has had no material impact on the disclosures and the amounts reported in these financial statements.

 

At the date of authorisation of these financial statements, the group has not applied the following new and revised IFRSs that have been issued but are not yet effective and, in some cases, have not yet been adopted by the UK:

 

The Directors do not expect that the adoption of the other Standards listed above will have a material impact on the financial statements of the group in future periods.

Basis of accounting and statement of compliance

The Financial Statements have been prepared in accordance with United Kingdom adopted International Accounting Standards and with International Financial Reporting Standards (IFRSs). The financial statements have also been prepared in accordance with IFRSs adopted by the United Kingdom and therefore the group financial statements comply with Article 4 of the IAS Regulation.

 

The financial statements have been prepared on the historical cost basis. The principal accounting policies adopted are set out below.

HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 25 -
1.2
Business combinations

Unless otherwise noted, acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of assets transferred by the group, liabilities incurred by the group to the former owners of the acquiree and the equity interest issued by the group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred.

 

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value at the acquisition date.

 

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non- controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.

 

When the consideration transferred by the group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill.

 

Measurement period adjustments are adjustments that arise from additional information obtained during the 'measurement period' (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

 

The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depend on how the contingent consideration is classified. Contingent consideration that is classified as equity is not re-measured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is re-measured at subsequent reporting dates in accordance with IAS 39, or IAS 37 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognised in the income statement.

HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 26 -
1.3
Basis of consolidation

The consolidated financial statements incorporate the financial statements of the company and entities controlled by the company made up to 30 April each year. Control is achieved when the company:

 

The company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. The company consolidates associated companies where it does not hold majority voting rights but the company retains control of these companies as strategic and operational decisions are made by the company's board. The members/owners of the associated entities are also shareholders in HGF Limited.

 

Consolidation of a group entity begins when the company obtains control over the entity and ceases when the company loses control of the entity. Specifically, the results of subsidiaries or other group entities acquired or disposed of during the year are included in the consolidated income statement from the date the company gains control until the date when the company ceases control.

 

Where necessary, adjustments are made to the financial statements of controlled group entities to bring the accounting policies used into line with the group's accounting policies.

 

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transitions between the members of the group are eliminated on consolidation.

HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 27 -
1.4
Going concern

The group maintains detailed cash flow forecasts and reviews these at Board meetings to ensure adequate headroom is in place well in advance of significant cash outflows. Throughout the reporting period, the group held a £10 million overdraft facility which was renewed in October 2023 with an extension to the facility until December 2024. From October 2024, due to private equity investment this facility was repaid by a £15.5 million loan facility and the group is supported by a revolving credit facility for the purpose of working capital of £3 million, with a further facility of £10 million for the purposes of permitted acquisitions. The cash flow forecasts have been rebased on the revised funding structure and show sufficient headroom to keep the firm well within its borrowing limits and associated covenants with the Bank. Further details on the investment can be found in note 30.true

 

The group pays its creditors on a timely basis. Patent and Trade Mark attorney firms generally have high working capital requirements, mainly due to the significant client disbursement inherent in the Business model. As part of the disbursement cycle, the group holds cash reserves at the patent and trade mark offices in the UK and Europe to facilitate the payment of official fees on behalf of its clients. These balances, although convertible into cash on closure of the accounts are held in debtors.

 

Due to the large and international client base, the group must manage its exposure to potential bad debts carefully. The credit control function is well staffed and multi-lingual. The firm’s accounting system allows for group-wide debt and WIP exposure to be managed regardless of which HGF entity the client trades with, so credit risk can be managed and kept as low as possible. The firm also employs systems to ensure work in progress is billed out in a timely manner, appropriate to client circumstances, and manages this on a monthly basis.

 

The group always pushes to improve its financial performance and has, again, set ambitious growth targets for the year to 30 April 2025 and within the forecast for the Going Concern review period which runs for 12 months to the end of December 2025.

 

The Directors have concluded, following a review of cash flow and profitability forecasts at the time of approving the financial statements, that HGF Limited and the group have adequate financial resources to continue to be operational for the foreseeable future and for at least one year from the date of this report. The Directors therefore consider it appropriate to adopt the going concern basis in preparing this Annual report and financial statements.

1.5
Revenue

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for intellectual property services, including disbursements incurred on behalf of clients, provided in the normal course of business, net of discounts, VAT and other sales-related taxes. Where a contract has only been partially completed at the balance sheet date, turnover represents the value of the service provided to date based on the value of services provided and disbursements incurred in undertaking the performance obligation.

 

Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year.

HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 28 -
1.6
Goodwill

Goodwill is initially recognised and measured as described above.

 

Goodwill is not amortised but is reviewed for impairment at least annually. An impairment is recognised whenever the carrying amount of the asset exceeds its recoverable amount. The recoverable amount is the fair value less costs to sell. Any impairment is recognised immediately in the income statement and is not subsequently reversed.

 

Intangible assets that are acquired as part of a business combination are capitalised at fair value where this can be measured reliably, subsequent measurement is dependent on classification of the life of the asset.

 

Intangible assets classified as having a finite life are amortised on a straight-line basis over their useful economic life. Amortisation/depreciation is charged to the income statement.

 

Intangible assets classified as having an infinite life are reviewed each reporting period to determine whether events and circumstances continue to support indefinite useful life. If they do not, the change in the useful life assessment from infinite to finite will be accounted for as a change in accounting estimate. The asset will also be assessed for impairment in accordance with IAS 36.

1.7
Intangible assets other than goodwill

Intangible software assets are stated at cost less accumulated depreciation and any recognised impairment loss. Cost includes expenditure that is directly attributable to the acquisition of the asset.

 

Amortisation is only recognised on purchased assets, so as to write off the cost or valuation of assets less their residual values over their useful lives, using the straight-line method, in the absence of a known period, a default amortisation period of 5 years.

1.8
Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. Cost includes expenditure that is directly attributable to the acquisition of the asset.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives, using the straight-line method, on the following bases:

Leasehold improvements
5 years or over the life of the lease
Fixtures and fittings
5 years
Computer equipment
3 years
Motor vehicles
5 years

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. The gain or loss arising on the disposal or scrappage of an asset is determined as the difference between the sales proceeds and the carrying amount.

1.9
Investments in subsidiaries

Investments in subsidiary companies are recognised at cost in the company financial statements.

HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 29 -
1.10
Contingent liabilities acquired in a business combination

Contingent liabilities acquired in a business combination are initially measured at fair value at the acquisition date. At the end of subsequent reporting periods, such contingent liabilities are measured at the higher of the amount that would be recognised in accordance with IAS 37 and the amount initially recognised less cumulative amortisation recognised.

1.11
Deferred consideration

Deferred consideration is recognised to the extent that it is payable as part of the acquisition cost. Where the amount is material and due over more than one year, it is recognised at fair value and discounted at an appropriate interest rate and, accordingly, carried at the net present value in the Statements of Financial Position.

1.12
Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months or less. The overdraft is secured by a debenture on the company's assets.

1.13
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the group's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.

 

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively.

 

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the group intends to settle its current tax assets and liabilities on a net basis.

HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 30 -
1.14
Provisions

Provisions are recognised when the group has a present obligation (legal or constructive) as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

 

At the balance sheet date, the group had provisions against the following:

Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Recovery of trade receivables
740
817
414
475
Impairment of WIP
609
926
437
640
Estimated dilapidations
930
1,006
814
844
2,279
2,749
1,665
1,959
1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are recognised as an expense when employees have rendered service entitling them to the contributions.

1.16
Leases

The group as lessee

The group has continued to apply IFRS 16 during the period. The initial recognition was in the financial year to April 2020 under the cumulative catch up approach.

 

The group assesses whether a contract is or contains a lease at inception. The group recognises a right-of use-asset and corresponding lease liability with respect to all lease arrangements in which it is the lessee with the exception of short-term leases and leases of low value assets as permitted under IFRS 16. The group recognises these leases as operating expenses on a straight-line bases over the term of the relevant lease term.

 

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease, or our incremental borrowing rate as at the lease commencement date.

 

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability and by reducing the carrying amount to reflect the lease payments made.

 

The right of use assets comprises the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation which is calculated over the lease term, and impairment losses.

HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 31 -
1.17
Amounted owed by group and affiliated undertakings

Amounts owed by group and affiliated undertakings are stated at amortised cost less impairment. Interest on balances owed by group and affiliated undertakings is charged at 7.76% (2023: 6.75%) which is recognised in the income statement.

1.18
Foreign exchange

Transactions in foreign currencies are recorded using the rate of exchange at the date of the transaction. Assets and liabilities denominated in foreign currencies are translated using the rate of exchange at the balance sheet date and the gains or losses on translation are included in the income statement or where the difference relates to the translation of balances for overseas operations, the balance is recognised in the income statement under other comprehensive income.

 

For the purpose of presenting consolidated financial statements, the assets and liabilities of the group's foreign operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the date of transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity (attributed to non-controlling interests as appropriate).

1.19

Trade and other receivables

Trade and other receivables are initially recognised at their fair value and then stated at amortised cost less any impairment losses. Impairment losses are calculated as detailed in note 2, however if this calculation differs materially to calculations carried out under IFRS 9, the calculations under IFRS 9 will prevail.

1.20

Trade and other payables

Trade and other payables are initially recognised at fair value and then stated at amortised cost.

1.21

Other non-interest bearing loans

Other non-interest bearing loans are recognised at amortised cost.

2
Critical accounting estimates and judgements

In the application of the group's accounting policies, which are described in note 1, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The group consolidates related parties where it owns less than 50% of the voting rights. This judgement is carried out in reference to IFRS 12 where the group holds significant influence over the entity due to control and the Board of the group has the ability to use its power to affect its returns and resources.

Key sources of estimation uncertainty

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
2
Critical accounting estimates and judgements
(Continued)
- 32 -
Provision against bad and doubtful amounts receivable

Estimates are utilised when measuring the ECLs which is applied to determine the provision recorded against the gross value of trade and intercompany receivables. In determining the recoverability of a trade receivable, the group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the reporting date taking into account external information from credit referencing agencies and payment history. Whilst this estimate is as accurate as possible, it is dependent on the information available to the group and is subject to change based on debtor's circumstances. As at the year end the Directors have no material concerns over the recoverability of the company's debtors. The balance for the current and prior year and further information can be found in note 16.

Provision against Work in Progress recovery

Estimates are utilised when measuring the ECLs applied to determine the provision recorded against the gross value of Work in Progress. In determining the recoverability of charges carried in Work in Progress, the group initially applies a provision based upon the age of the unbilled charge and the credit quality of the associated client. Further to this, each agent provides an individual review of the recoverability of the charges. Whilst this estimate is as accurate as possible, it is dependent on the information available to the group and is subject to changes based on the client's credit circumstances and the agents opinion. At the year end the Directors have no material concerns over the recovery of the company's Work in Progress.

Dilapidations

The Directors make an estimate of dilapidations for property that the Group leases. Additional detail on this can be found within note 19.

3
Revenue

All revenue is from continuing operations and is generated by the delivery of the group's principal activity - delivery of patent and trade mark attorney services. There is only one business segment, therefore no further split has been included within this note.

 

The group's revenue by geographical location is detailed below:

2024
2023
£'000
£'000
Revenue analysed by class of business
HGF Limited (UK)
74,968
71,648
HGF Business Services Limited (UK)
250
150
HGF B.V. (The Netherlands)
6,047
6,536
HGF GmbH (Switzerland)
2,017
2,468
HGF IP Limited (R.O.I)
757
779
HGF Law LLP (UK)
4,359
1,268
HGF Europe LLP (UK)
199
297
HGF Europe LLP (Germany)
3,958
3,291
HGF Europe LLP (Austria)
53
21
HGF SAS (France)
139
175
92,747
86,633
HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 33 -
4
Operating profit
Group
2024
2023
Operating profit for the year is stated after charging/(crediting):
Note
£'000
£'000
Exchange losses/(gains)
182
(441)
Depreciation of property, plant and equipment
1,548
1,283
(Profit)/loss on disposal of property, plant and equipment
-
20
Gain on remeasurement of lease liability
(38)
(8)
Amortisation of intangible assets (included within cost of sales)
75
75
Staff costs
6
28,572
27,785
Movement on provision on trade receivables
16
(77)
216
5
Auditor's remuneration
Group
2024
2023
Fees payable to the company's auditor and associates:
£'000
£'000
For audit services
Audit of the financial statements of the group and company
71
80
Audit of the financial statements of the company's subsidiaries
6
5
77
85

There were non-audit fees of £3,930 in the current year (2023: £nil).

6
Employees

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

Group
2024
2023
Number
Number
Professional staff
183
183
Office, management and support staff
237
227
Total
420
410
HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
6
Employees
(Continued)
- 34 -

All UK staff are employed by HGF Business Services Limited, associated staff costs are recharges to the parent company.

Group
2024
2023
£'000
£'000
Wages and salaries
23,215
23,887
Social security costs
2,913
2,607
Pension costs
2,444
1,291
28,572
27,785

Payroll costs for UK based employees are incurred by HGF Business Services Limited, a wholly owned subsidiary of the parent company.

7
Finance costs
Group
2024
2023
£'000
£'000
Interest on bank overdrafts and loans
939
316
Interest on lease liabilities
279
283
Other bank charges
162
157
Total expense
1,380
756
8
Income tax expense
2024
2023
£'000
£'000
Current tax
UK corporation tax on profits for the current period
4,370
3,084
Adjustments in respect of prior periods
6
5
Tax expense relating to prior year adjustments recognised in profit or loss
-
0
(1)
Total UK current tax
4,376
3,088
Deferred tax
Origination and reversal of temporary differences
(92)
(18)
Changes in tax rates
-
0
(2)
(92)
(20)
Total tax charge
4,284
3,068
HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
8
Income tax expense
(Continued)
- 35 -

The charge for the year can be reconciled to profit per the Statement of Comprehensive Income as follows:

2024
2023
£'000
£'000
Profit before taxation
16,959
13,340
Expected tax charge based on a corporation tax rate of 25.00% (2023: 19.49%)
4,240
2,600
Effect of expenses not deductible in determining taxable profit
315
591
Adjustment in respect of prior years
6
5
Effect of change in UK corporation tax rate
-
(4)
Other permanent differences
(24)
(57)
Effect of overseas tax rates
76
(1)
Deferred tax adjustments in respect of prior years
-
(2)
Fixed asset differences
2
(27)
Profits not subject to corporation tax
(331)
(37)
Taxation charge for the year
4,284
3,068

Profits not subject to corporation tax are related to Limited Liability Partnership income which has been consolidated into these financial statements. HGF Limited does not have a profit share within these Limited Liability Partnerships.

HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 36 -
9
Dividends
Group
Company
Amounts recognised as distributions:
2024
2023
2024
2023
£'000
£'000
£'000
£'000
£1058.12 per ZJ Share (2022: £0)
212
-
212
-
£55.25 per ZG Share (2022: £0)
11
-
11
-
£3341.67 per ZF Share (2022: £3275.79)
668
655
668
655
£1421.48 per ZE Share (2022: £1010)
284
202
284
202
£1483.1 per ZC Share (2022: £1464.84)
297
293
297
293
£3245.67 per ZB Share (2022: £3206.2)
649
641
649
641
£766.74 per ZA Share (2022: £3500)
153
700
153
700
£2454.69 per YF Share (2022: £2652.02)
491
530
491
530
£1205.72 per YE Share (2022: £2356.55)
241
471
241
471
£1852.47 per YC Share (2022: £1167.12)
370
233
370
233
£2431.51 per YB Share (2022: £3045.55)
182
228
182
228
£1606.2 per XJ Share (2022: £1443.65)
321
289
321
289
£1629.62 per XI Share (2022: £1272.16)
326
254
326
254
£0 per XH Share (2022: £8.25)
-
2
-
2
£2453.8 per XG Share (2022: £2238.25)
184
168
184
168
£1637.49 per XF Share (2022: £1497.47)
327
299
327
299
£348.93 per XE Share (2022: £10)
70
2
70
2
£1826.91 per XC Share (2022: £669.65)
365
134
365
134
£18 per XB Share (2022: £36)
1
3
1
3
£625 per XA Share (2022: £240)
125
48
125
48
£3063.05 per UJ Share (2022: £2839.04)
230
213
230
213
£2306.67 per UI Share (2022: £2693.33)
173
202
173
202
£2440 per UH Share (2022: £2163.15)
183
162
183
162
£805.27 per UG Share (2022: £1680)
60
126
60
126
£1842.27 per UF Share (2022: £693.33)
138
52
138
52
£3068.79 per UD Share (2022: £2385.8)
230
179
230
179
£2226.81 per UC Share (2022: £1013.44)
445
203
445
203
£2040 per TJ Share (2022: £2186.67)
153
164
153
164
£2426.67 per TI Share (2022: £2586.67)
182
194
182
194
£1135 per TH Share (2022: £1160)
227
232
227
232
£1876.57 per TG Share (2022: £1726.29)
141
129
141
129
£1579.2 per TF Share (2022: £1683.93)
118
126
118
126
£2520.97 per TE Share (2022: £2326.19)
189
174
189
174
£2838.67 per TD Share (2022: £2130.77)
213
160
213
160
£2293.81 per TC Share (2022: £1368.44)
172
103
172
103
£965 per TB Share (2022: £1140)
193
228
193
228
£71.39 per TA Share (2022: £123.71)
5
9
5
9
£2454.51 per SJ Share (2022: £2241.71)
184
168
184
168
£1765.89 per SI Share (2022: £1664.83)
132
125
132
125
£0 per SH Share (2022: £2195.99)
-
165
-
165
£2205.87 per SG Share (2022: £1960.11)
165
147
165
147
£3116.4 per SF Share (2022: £2796.37)
234
210
234
210
£1565.39 per SE Share (2022: £1411.84)
117
106
117
106
£3164.4 per SD Share (2022: £2650.88)
237
199
237
199
£2223.55 per SC Share (2022: £2130.77)
167
160
167
160
£3615.95 per SB Share (2022: £3093.63)
271
232
271
232
£1683.02 per SA Share (2022: £1567.13)
337
313
337
313
HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
9
Dividends
(Continued)
- 37 -
Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
£1764.96 per RJ Share (2022: £1664.85)
132
125
132
125
£1529.44 per RI Share (2022: £1664.85)
115
125
115
125
£1130.35 per RH Share (2022: £1132.37)
85
85
85
85
£326.26 per RG Share (2022: £318.08)
65
64
65
64
£946.67 per RF Share (2022: £3309.37)
71
249
71
249
£0 per RE Share (2022: £3248.36)
-
650
-
650
£0 per RD Share (2022: £3248.24)
-
650
-
650
£82.53 per RC Share (2022: £7.56)
6
1
6
1
£1279.09 per QG Share (2022: £0)
96
-
96
-
£981.04 per QF Share (2022: £933.33)
74
70
74
70
£1184.69 per QE Share (2022: £933.33)
89
70
89
70
£958.37 per QD Share (2022: £933.33)
72
70
72
70
£3386.67 per QC Share (2022: £40)
254
3
254
3
£1071.71 per QB Share (2022: £1053.87)
80
79
80
79
£2382.24 per QA Share (2022: £2138.45)
179
160
179
160
Total dividends
11,495
12,034
11,495
12,034
There is no proposed final dividend. The payment of the interim dividends is not expected to have any tax consequences for the group.
HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 38 -
10
Intangible assets - Group
Goodwill
Software
Total
£'000
£'000
£'000
Cost
At 1 May 2022
754
441
1,195
Additions
-
36
36
At 30 April 2023
754
477
1,231
At 30 April 2024
754
478
1,232
Amortisation and impairment
At 1 May 2022
-
0
189
189
Charge for the year
-
0
75
75
At 30 April 2023
-
0
264
264
Charge for the year
-
0
75
75
At 30 April 2024
-
0
339
339
Carrying amount
At 30 April 2024
754
139
893
At 30 April 2023
754
213
967

Intangible assets comprise of goodwill and software.

 

Goodwill

The group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. Determining whether intangible assets are impaired requires an estimation of their value in use to the company. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the intangible asset and a suitable discount rate in order to calculate present value.

 

An impairment is recognised whenever the carrying amount of the asset exceeds its recoverable amount. The recoverable amount is the fair value less costs to sell.

 

Goodwill is allocated to cash generating units (CGU) and on disposal of the CGU any goodwill allocated to it is included in the carrying amount of the operation when calculating the profit or loss on disposal.

 

Software

Software assets are recognised under the cost model and are amortised over the expected life of the asset.

HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 39 -
11
Intangible assets - Company
Software
£
Cost
At 1 May 2022
442
Additions
36
At 30 April 2023
478
At 30 April 2024
478
Amortisation and impairment
At 1 May 2022
189
Charge for the year
75
At 30 April 2023
264
Charge for the year
75
At 30 April 2024
339
Carrying amount
At 30 April 2024
139
At 30 April 2023
214
Software
Software assets are recognised under the cost model and are amortised over the expected life of the asset.
HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 40 -
12
Property, plant and equipment - Group
Leasehold land and buildings
Fixtures and fittings
Computer equipment
Motor vehicles
Total
£'000
£'000
£'000
£'000
£'000
Cost
At 1 May 2022
6,088
501
2,148
189
8,926
Additions
1,551
348
212
82
2,193
Disposals
(247)
(336)
(363)
-
0
(946)
At 30 April 2023
7,392
513
1,997
271
10,173
Additions
794
21
162
82
1,059
Disposals
(1,095)
(56)
(151)
(98)
(1,400)
At 30 April 2024
7,091
478
2,008
255
9,832
Accumulated depreciation and impairment
At 1 May 2022
2,937
450
1,615
63
5,065
Charge for the year
795
99
318
71
1,283
Eliminated on disposal
(234)
(331)
(361)
-
0
(926)
At 30 April 2023
3,498
218
1,572
134
5,422
Charge for the year
1,234
(2)
238
78
1,548
Eliminated on disposal
(577)
(53)
(145)
(79)
(854)
At 30 April 2024
4,155
163
1,665
133
6,116
Carrying amount
At 30 April 2024
2,936
315
343
122
3,716
At 30 April 2023
3,894
295
425
137
4,751
HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
12
Property, plant and equipment - Group
(Continued)
- 41 -

Property, plant and equipment includes right-of-use assets, as follows:

Land and buildings
Computer equipment
Motor vehicles
Total
£'000
£'000
£'000
£'000
Net carrying value at 1 May 2022
2,700
36
125
2,861
Additions
1,545
37
82
1,664
Disposals
(126)
(35)
-
(161)
Depreciation charge
(653)
(37)
(69)
(759)
Depreciation eliminated on disposal
113
34
-
147
Net carrying value at 30 April 2023
3,579
35
138
3,752
Additions
701
45
82
828
Disposals
(849)
(12)
(84)
(945)
Depreciation charge
(1,035)
(22)
(78)
(1,135)
Depreciation eliminated on disposal
314
5
65
384
Net carrying value at 30 April 2024
2,710
51
123
2,884

Included in the property, plant and equipment assets are Right of Use assets recognised under IFRS 16. Leasehold assets relate to office premises, Computer assets relate to ADSL rental assets and Motor Vehicles relate to contracts on company cars.

 

Further information in relation to leases can be found within note 20.

HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 42 -
13
Property, plant and equipment - Company
Leasehold land and buildings
Fixtures and fittings
Computer equipment
Motor vehicles
Total
£'000
£'000
£'000
£'000
£'000
Cost
At 1 May 2022
4,929
372
1,924
189
7,414
Additions
1,031
345
200
82
1,658
Disposals
(151)
(268)
(342)
-
0
(761)
At 30 April 2023
5,809
449
1,782
271
8,311
Additions
794
1
159
82
1,036
Disposals
(1,050)
(55)
(132)
(98)
(1,335)
At 30 April 2024
5,553
395
1,809
255
8,012
Accumulated depreciation and impairment
At 1 May 2022
2,126
309
1,454
63
3,952
Charge for the year
631
85
305
71
1,092
Eliminated on disposal
(138)
(263)
(341)
-
0
(742)
At 30 April 2023
2,619
131
1,418
134
4,302
Charge for the year
1,197
(17)
235
78
1,493
Eliminated on disposal
(532)
(52)
(126)
(79)
(789)
At 30 April 2024
3,284
62
1,527
133
5,006
Carrying amount
At 30 April 2024
2,269
333
282
122
3,006
At 30 April 2023
3,190
318
364
137
4,009
HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
13
Property, plant and equipment - Company
(Continued)
- 43 -

Property, plant and equipment includes right-of-use assets, as follows:

Land and buildings
Computer equipment
Motor vehicles
Total
£'000
£'000
£'000
£'000
Net carrying value at 1 May 2022
2,370
36
125
2,531
Additions
1,031
37
82
1,150
Disposals
(126)
(35)
-
(161)
Depreciation charge
(499)
(37)
(69)
(605)
Depreciation eliminated on disposal
113
34
-
147
Net carrying value at 30 April 2023
2,889
35
138
3,062
Additions
590
45
82
717
Disposals
(810)
(12)
(84)
(906)
Depreciation charge
(917)
(22)
(78)
(1,017)
Depreciation eliminated on disposal
298
5
65
368
Net carrying value at 30 April 2024
2,050
51
123
2,224

Included in the property, plant and equipment assets are Right of Use assets recognised under IFRS 16. Leasehold assets relate to office premises, Computer assets relate to ADSL rental assets and Motor Vehicles relate to contracts on company cars.

 

Further information in relation to leases can be found within note 20.

HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 44 -
14
Subsidiaries

The group consists of a parent company, HGF Limited, incorporated in England and Wales and 5 subsidiaries (2023: 5) held directly by HGF Limited as well as the results of 3 associated companies in the group where, under IFRS 10, HGF Limited demonstrates control.

Each of the companies, other than those registered in the United Kingdom, is registered in the European Union. HGF Limited holds directly 100% of the shares and voting rights of each subsidiary undertaking, the other undertakings in the group are LLP's which are not owned subsidiaries, however, under IFRS 10, the group exercises control over these entities.

 

The investment held within HGF Limited company only, is in relation to HGF Business Services Ltd, HGF B.V, HGF GmbH and HGF IP Ltd. The investment carrying value totals £118,000 (2023: £118,000).

Details of the company's subsidiaries at 30 April 2024 are as follows:

Name of undertaking
Registered office
Principal activities
Class of
% Held
shares held
Direct
HGF Business Services
1 City Walk, Leeds, LS11 9DX, United Kingdom
Employment and property services
ordinary
100.00
HGF IP Ltd
1 City Walk, Leeds, LS11 9DX, United Kingdom
Dormant
ordinary
100.00
HGF B.V.
Zuid-Hallandlaan 7, 2596 AL the Hague, The Netherlands
Patent and Trade Mark Attorneys
ordinary
100.00
HGF GmbH
OBC Suisse AG, Basel-City, Aeschenvorstadt 71, CH-4051 Basel, Switzerland
Patent and Trade Mark Attorneys
ordinary
100.00
HGF IP Ltd
Trinity House, Charleston Rd, Ranelagh, Dublin 6, D06C8X4, Republic of Ireland
Patent and Trade Mark Attorneys
ordinary
100.00
HGF Law LLP
1 City Walk, Leeds, LS11 9DX, United Kingdom
IP Solicitors
0
HGF Europe LLP
1 City Walk, Leeds, LS11 9DX, United Kingdom
Patent and Trade Mark Attorneys
0
HGF SAS
Chez Regus - Rennes cesson, Rue Claude Chappe, 35510 Cesson Sévigné, France
Patent and Trade Mark Attorneys
0
15
Work in progress
Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Work in progress
6,233
5,931
4,600
4,561
Provision for impairment
(609)
(926)
(437)
(640)
5,624
5,005
4,163
3,921

Where a contract has only been partially completed at the balance sheet date, the value of unbilled charges is recognised as Work in Progress. Where management feel work in progress may be impaired then it is derecognised or provided for.

HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 45 -
16
Trade and other receivables
Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Amount receivable for the sale of services
20,954
20,478
15,996
16,754
Allowance for doubtful debts
(740)
(817)
(414)
(475)
20,214
19,661
15,582
16,279
Other debtors
816
852
624
574
Prepayments
1,846
1,950
1,661
1,721
22,876
22,463
17,867
18,574

Trade receivables disclosed above are measured at amortised cost. The Directors consider that the carrying amount of trade payables approximates to their fair value.

The average credit period taken on the provision of services is 82.5 days (2023: 86.3 days). Allowances against doubtful debts are recognised against trade receivables, further information on how doubtful debts are provisioned can be found in note 2.

Before accepting any new customer, the group uses an external credit scoring system to assess the potential customer's credit quality and defines credit limits by customer. Limits and scoring attributed to customers are reviewed on a continual basis. There are no customers who represent more than 2 percent (2023: 2 percent) of the total balance of trade receivables.

Trade receivables disclosed above include amounts (see below for aged analysis) which are past due at the reporting date, these debts are not considered as doubtful but will have a proportion provided against due to the method of provisioning, however there has not been a significant change in credit quality and the amounts are still considered recoverable.
Ageing of past due receivables:
Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
0-30 days
10,993
10,832
8,935
8,729
31-60 days
4,428
4,148
3,137
3,586
61-90 days
2,144
2,294
1,696
1,959
91-120 days
1,065
827
749
715
Over 121 days
2,324
2,377
1,479
1,765
Total
20,954
20,478
15,996
16,754
HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
16
Trade and other receivables
(Continued)
- 46 -
Movement in the allowance for doubtful debts:
Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Balance at 1 May 2023
817
601
475
342
Amounts written off during the year as uncollectable
2
(2)
(5)
-
Amounts recovered during the year
(506)
(328)
(353)
(217)
Amounts provided during the year
427
546
297
350
Total as at 30 April 2024
740
817
414
475
In determining the recoverability of a trade receivable, the group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the reporting date. The concentration of credit risk is limited due to the customer base being large and unrelated. This value is compared with the calculation under IFRS 9 Financial instruments where debt risk is categorised by debtor and based on the historical doubtful debt costs of each category of debtor. Where the difference is immaterial the former method is used to determine the value of impaired trade receivables.
Ageing of impaired trade receivables:
Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Less than 60 days
-
7
-
7
61-90 days
40
6
30
-
91-120 days
30
4
11
4
Over 121 days
670
800
373
464
Total
740
817
414
475
The Directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value. At the balance sheet date, the group had a provision against the recovery of trade receivables of £740,000 (2023: £817,000), the company had a provision of £414,000 (2023: £475,000).
The Company had trade receivables at the year end of £15,996,000, as at the time of signing these Financial Statements there remains £833,000 overdue which has not been provided against.
HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 47 -
17
Deferred taxation
Liabilities
Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Deferred tax balances
38
130
47
141

The following are the major deferred tax liabilities and assets recognised by the group and movements thereon during the current and prior reporting period.

ACAs
£'000
Liability at 1 May 2023
130
Credit to profit or loss
(92)
Liability at 30 April 2024
38

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.

ACAs
£
Liability at 1 May 2023
141
Credit to profit or loss
(94)
Liability at 30 April 2024
47
18
Trade and other payables
Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Trade creditors
5,786
5,012
4,600
3,914
Accruals and deferred income
2,237
906
1,046
670
Current tax liabilities: VAT
725
903
725
954
Provision for employment related payments
1,975
1,983
-
-
Other payables
162
643
82
44
10,885
9,447
6,453
5,582
HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
18
Trade and other payables
(Continued)
- 48 -

Trade creditors and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The average credit period taken for trade purchases is 60 days (2023: 52 days). The increase in the average period of credit taken for trade purchases is due to the timing of creditor payments in the reporting year.

 

The Directors consider that the carrying amount of trade payables approximates to their fair value.

19
Provisions for liabilities
Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Dilapidations provision
930
1,006
814
844

Dilapidations provisions relate to the estimated liability of the group to cover any obligations in meeting any schedules of condition on exiting leasehold properties. These are estimated using reports provided on independent review on specific properties and accrued over the lease term. Where a specific report is not available, an estimate is calculated based on an average cost per square foot over the lease term.

20
Lease liabilities
Group
Company
2024
2023
2024
2023
Maturity analysis
£'000
£'000
£'000
£'000
Within one year
1,257
1,205
1,104
1,037
In two to five years
1,849
2,537
1,277
2,071
In over five years
20
199
-
88
Total undiscounted liabilities
3,126
3,941
2,381
3,196

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Current liabilities
1,257
1,205
1,104
1,037
Non-current liabilities
1,869
2,736
1,277
2,159
3,126
3,941
2,381
3,196
2024
2023
Amounts recognised in profit or loss include the following:
£'000
£'000
Interest on lease liabilities
279
283
HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
20
Lease liabilities
(Continued)
- 49 -

Expenses relating to short-term leases during the period were £117,000 (2023: £178,000). During the year there has been 6 disposal of leasehold properties and 5 new offices added. There have also been adjustments to 2 properties due to changes in lease durations.

21
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£'000
£'000
Authorised
Ordinary shares of £1000 each
50,000
50,000
50,000
50,000
Issued and fully paid
Ordinary shares of £1000 each
6,750
7,000
6,750
7,000

There are multiple different share classes, all of them carry the same value of £1,000 each.

 

The company has several classes of ordinary shares all of which carry no right to fixed income.

The following shares were issued/(cancelled) in the year
Class
Issued/Cancelled
Number
ZJ
Ordinary Shares
Cancelled 5 August 2022
(125)
UC
Ordinary Shares
Cancelled 1 May 2023
(200)
QG
Ordinary Shares
Issued 1 May 2023
75
(250)
The ZJ Ordinary shares were cancelled during the previous financial year however, the movement was excluded from share capital in error. On the grounds of materiality, the Directors do not deem it necessary to restate the Financial Statements.
HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 50 -
22
Cash generated from operations
2024
2023
£'000
£'000
Profit for the year before income tax
12,675
10,272
Adjustments for:
Finance costs
1,380
756
Income tax expense
4,284
3,068
Loss on disposal of property, plant and equipment
-
20
Gain on remeasurement of lease liability
(38)
(8)
Amortisation and impairment of intangible assets
75
75
Depreciation and impairment of property, plant and equipment
1,548
1,283
(Decrease)/increase in provisions
(76)
67
Movements in working capital:
Increase in WIP
(619)
(262)
Increase in trade and other receivables
(1,281)
(2,483)
Increase in trade and other payables
1,180
586
Cash generated from operations
19,128
13,374
Income taxes paid
(3,984)
(3,236)
Net cash from operations
15,144
10,137

Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less, net of outstanding bank overdrafts. The carrying amount of these assets is approximately equal to their fair value. Cash and cash equivalents at the end of the reporting period as shown in the consolidated statement of cash flows can be reconciled to the related items in the consolidated balance sheet position as shown above. Bank overdrafts are renegotiated annually and are repayable on demand. Bank overdrafts are secured by debentures against the parent company.

23
Analysis of changes in net debt
1 May 2023
Cash flows
Other non-cash changes
30 April 2024
£'000
£'000
£'000
£'000
Cash at bank and in hand
1,049
384
-
1,433
Bank overdrafts
(9,056)
339
-
(8,717)
(8,007)
723
-
(7,284)
Debt due within one year
(1,205)
815
(867)
(1,257)
Debt due over one year
(2,736)
-
867
(1,869)
(11,948)
1,538
-
(10,410)
HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
23
Analysis of changes in net debt
(Continued)
- 51 -
1 May 2022
Cash flows
Other non-cash changes
30 April 2023
Prior year:
£'000
£'000
£'000
£'000
Cash at bank and in hand
2,495
(1,446)
-
1,049
Bank overdrafts
(6,273)
(2,265)
-
(9,056)
(3,778)
(3,711)
-
(8,007)
Debt due within one year
(849)
(620)
264
(1,205)
Debt due over one year
(2,472)
-
(264)
(2,736)
(7,099)
(4,331)
-
(11,948)
24
Retirement benefit schemes
2024
2023
Defined contribution schemes
£'000
£'000
Charge to profit or loss in respect of defined contribution schemes
2,444
1,291

The group operates a number of retirement benefit schemes for all qualifying employees. The assets of the schemes are held separately from those of the group in funds under the control of trustees. Where there are employees who leave the schemes prior to vesting fully in the contributions, the contributions payable by the group are reduced by the amount of forfeited contributions.

 

The total cost charged to income statement of £2,444,000 (2023: £1,291,000) represents contributions payable to the schemes by the group at rates specified in the rules of the schemes. As at 30 April 2024, contributions of £10,000 (2023: £8,000) due in respect of the current reporting year had not been paid over to the schemes.

 

The highest paid Director during the year received £86,000 (2023: £357,000) including pension payment of £5,000 (2023: £40,000).

25
Financial instruments
From its use of financial instruments the group has exposure to the following risks: capital risk; liquidity risk; currency risk and market risk. This note provides information on these risks and the group's policies for measuring and managing the risks.
Details of the significant accounting policies and methods adopted for each class of financial asset, financial liability and equity instrument are disclosed in note 1.
All categories of financial instrument detailed below are valued at amortised cost.
HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
25
Financial instruments
(Continued)
- 52 -
Categories of financial instruments
Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Financial assets
Cash and cash equivalents
1,433
1,049
657
573
Trade and other receivables
22,876
22,463
17,867
18,574
Other non-interest bearing loans
7,730
6,862
5,098
4,967
32,039
30,374
23,622
24,114
Financial liabilities
Bank overdrafts
8,717
9,056
8,717
9,056
Trade and other payables
10,885
9,447
6,453
5,582
Other non-interest bearing loans
-
0
258
-
0
258
19,602
18,761
15,170
14,896
Capital risk management
The group manages its capital to ensure that entities in the group will be able to continue as going concerns while maximising the return to shareholders through the optimisation of the debt and equity balance.

The capital structure of the group consists of net cash and equity of the group comprising issued capital, reserves and retained earnings.

The group is not subject to any externally imposed capital requirements.
Market risk
The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

The group's activities expose it primarily to the financial risks of changes in foreign currency exchange rates (see below). To mitigate this risk the group occasionally enters into forward foreign exchange contracts in order to hedge the exchange rate risk.
Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the group. The group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The group only transacts with entities that are suitably rated. This information is supplied by an independent rating agency where available and, if not available, the group uses other publicly available financial information and its own trading records to rate its major customers.

Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of accounts receivable.

Details of impairment of trade receivables from debts provided can be found in note 16.
HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
25
Financial instruments
(Continued)
- 53 -
Foreign currency risk management
The group's exposure to foreign currency risk at the balance sheet date is as follows:
Pound
Euro
US Dollar
Other
Total
£'000
£'000
£'000
£'000
£'000
Financial assets/(liabilities)
Trade receivables
14,155
3,793
2,148
118
20,214
Trade payables
(1,897)
(597)
(2,784)
(667)
(5,945)
Cash and cash equivalents
(8,489)
605
535
67
(7,282)
Balance sheet exposure
3,769
3,801
(101)
(482)
6,987
A fifteen percent weakening of the key currencies (US Dollars and Euros) against the Pound at the balance sheet date would affect profit by the following:
Equity
Income
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Euro
-
-
(496)
(480)
US Dollar
-
-
13
(4)
A fifteen percent strengthening of the above currencies against the Pound at the balance sheet date would have the equal but opposite affect assuming all other variables remained the same.

Fifteen percent sensitivity has been used as it is a reasonable approximation of a percentage change in the risk variable.

The company's exposure to foreign currency risk is across the group with the exception of HGF Business Services Limited which trades only in sterling.
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity risk management framework for the management of the group's short, medium and long-term funding and liquidity management requirements. The group manages "liquidity risk by maintaining adequate reserves and banking facilities by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. Under normal trading conditions, the overdraft facility is utilised for working capital and at 30 April 2024 had an overdraft balance of £8,717,000 (2023: £9,056,000) leaving an available overdraft facility of £1,283,000 (2023: £944,000).
26
Capital commitments
2024
2023
£'000
£'000

At 30 April 2024 the group had capital commitments as follows:

Contracted for but not provided in the financial statements:
Acquisition of property, plant and equipment
315
204
HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 54 -
27
Related party transactions
Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Trading transactions - group undertakings
Sales made to HGF Law LLP
-
-
1,939
1,927
Sales made to HGF B.V.
-
-
2,049
1,621
Sales made to HGF GmbH
-
-
982
889
Sales made to HGF IP Limited
-
-
609
465
Sales made to HGF Europe LLP
-
-
1,554
1,436
Sales made to HGF SAS
-
-
237
153
Sales made by HGF Law LLP
-
-
(611)
(467)
Sales made by HGF B.V.
-
-
(1,406)
(1,398)
Sales made by HGF GmbH
-
-
(405)
(103)
Sales made by HGF IP Limited
-
-
(467)
(438)
Sales made by HGF Europe LLP
-
-
(1,076)
(1,228)
Sales made by HGF SAS
-
-
(319)
(241)
Administrative expenses charged by HGF Business Services Limited
-
-
23,779
22,394
-
-
26,865
25,010
Balances as at year end - amounts owed by group and affiliated undertakings
Amounts owed by HGF B.V.
-
-
1,252
1,090
Amounts owed by HGF Europe LLP
-
-
1,343
559
Amounts owed by HGF SAS
-
-
590
416
Amounts owed by HGF GmbH
-
-
28
-
-
-
3,185
2,065
Balances as at year end - amounts owed by group and affiliated undertakings
Amounts owed to HGF Business Services Limited
-
-
(2,739)
(2,467)
Amounts owed to HGF Law LLP
-
-
(256)
(46)
Amounts owed to HGF GmbH
-
-
(421)
(2,166)
Amounts owed to HGF IP Limited
-
-
(235)
(370)
-
-
(3,651)
(5,049)
Further related parties are disclosed in note 28.
HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 55 -
28
Remuneration of directors and key management personnel

The remuneration of the Directors and company secretary, who are the key management personnel of the group, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

The aggregate total amounts for Directors' remuneration in accordance with Schedule 5 of the Accounting Regulations were as follows:
Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Short term benefits - Salaries, fees, bonuses and benefits in kind
352
1,014
161
931
Post-employment benefits - Money purchase pension contribution
168
123
-
-
520
1,137
161
931

No Directors are members of the company's defined contribution pension scheme, payments into money purchase pension contribution schemes relates to 5 Directors where payments were made to private schemes.

 

Amounts due from Directors at 30 April 2024 were £1,251,000 (2023: £763,000) which are recognised in non-interest bearing loans.

 

Key management personnel

 

Aggregated remuneration in respect of key management personnel, who are defined above, during the year totalled £352,000 (2023: £1,014,000) for the group and £161,000 (2023: £931,000) for the company which is recharged from other entities within the group, inclusive of the amounts shown above in respect of Directors.

 

Directors' transactions

 

Dividends totalling £2,120,000 (2023: £2,898,000) were paid in the year in respect of ordinary shares held by the company's Directors. There were no post-employment benefits paid.

29
Non interest bearing loans

Non-interest bearing loans are balances owed to or from shareholders at the balance sheet date.

 

Amounts due from Directors at 30 April 2024 were £1,251,000 (2023: £763,000). The maximum amount due from Directors at any point during the year was £3,097,000.

HGF LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 56 -
30
Subsequent events

On 18th October 2024, the group secured private equity investment from CBPE.

 

As part of this transaction, the group was restructured, and now forms part of the Orion Project companies listed below. The ultimate beneficiary of the Orion Project group of companies is CBPE Nominees Ltd.

 

Project Orion Topco Ltd – Company registration 15920987

Project Orion Noteco Ltd - Company registration 15921233

Project Orion Midco Ltd - Company registration 15921631

Project Orion Bidco Ltd - Company registration 15921590

 

Further information on in relation to the transaction can be found in the future developments section of the strategic report on page 5.

31
Ultimate controlling party

The subsidiary undertakings consolidated at 30 April 2024, which were fully controlled by the group and claimed exemption from audit under section 479A Companies act 2006 were as follows:

 

HGF Law LLP, a limited liability partnership registration number OC382146, incorporated in England and Wales and;

 

HGF Europe LLP, a limited liability partnership registration number OC425986, incorporated in England and Wales and;

 

HGF SAS, a limited liability partnership registration number 899 375 554, incorporated in France.

 

As at the 30 April 2024, the Directors consider there to be no ultimate controlling party. No shareholder holds more than 3% of the share capital (2023: same).

2024-04-302023-05-01falseCCH SoftwareCCH Accounts Production 2024.310Martyn John FishHsu Min ChungHsu Min ChungGlenn Stanley HutchinsonLucy Elizabeth JohnsonBalvinder MatharuRigel Moss McgrathMichael NelsonJason Matthew LumberVanessa Juliet StainthorpeGary WilsonMr Matthew CassieMr TR 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