The directors present the strategic report for the period ended 30 June 2024.
This year, the group has maintained its primary focus on operating as a leading student property advertising portal, alongside a shared utilities management service. Our presence spans across numerous towns and cities throughout the UK. In FY24, we continued to significantly expand our portfolio, both in terms of clients and customer base.
This year was a further period of growth and expansion for the group. Our strategic initiatives led to a substantial increase in lettings agent partnerships and city representation, with increased contract volumes. This expansion is a testament to our commitment to widening our market reach and enhancing service delivery.
To support this growth trajectory, we strategically bolstered our capability across the business. This investment in both resources and technology was important in maximising the experience for our increasing numbers of lettings agent partners and customers.
Our customer service and operations team excelled in maintaining high satisfaction ratings, a key indicator of our commitment to service excellence. Concurrently, our sales and account management teams expanded our network of agents, laying the groundwork for future growth. This is an important investment that has directly contributed to our growth. Our technology team played a crucial role in enhancing our website and agent portal, ensuring a seamless and engaging user experience.
We previously reported that on the 14th of July 2023, the group took a significant minority investment from Lloyds Development Capital (LDC), part of the Lloyds Banking Group. This partnership has helped accelerate the above development, building the foundations for growth across the business.
We are pleased to report growth in group revenues and profit at an EBITDA level, with optimistic projections for the fiscal year ending June 2025 and beyond.
The thanks of the directors are expressed to all employees and key stakeholders in supporting the company through sustained expansion. With the growth experienced in recent years and the forecasts for the coming years, we are confident in the group's bright future.
The group uses management accounts together with monthly Board reports and in-depth analysis of all entities. Specifically, the directors of the Group monitor performance through several key performance indicators ('KPIs').
These include, website traffic, leads and performance. The number of contracts and partnerships with letting agents, as well as a suite of financial KPIs. Cash flows and working capital are key performance metrics, with forecasts produced and monitored regularly.
UniHomes Group consolidated results | 2024 | 2023 |
| £000 | £000 |
|
|
|
Group Turnover | 35,621 | 18,328 |
Group Gross Profit | 21,959 | 9,315 |
Group Operating Profit pre-amortisation & share based payments | 12,896 | 4,432 |
Board reports are circulated and there is participation in monthly Board meetings to drive governance, and assess, monitor and intervene to ensure the company meets its business goals.
The directors are aware of various inherent risks and meet on a frequent basis to consider them. There are several key risks including financial and operational risks. The company operates in a competitive market, and therefore the directors look to provide unparalleled levels of service and value for all partners and customers.
The company has various key partnerships with utility companies, and the continued supply, quality of product, ease of use and certainty of pricing are all important factors to consider when partnering with other companies. To mitigate risks, the group remains alert to trading conditions, to ensure the business provides the most suitable proposition to clients and customers. The group regularly assesses its products, service, pricing to retain its existing customer base, whilst attracting new ones.
Technology can pose a risk, as the continued supply, and stability of the platform is of high importance. The group employs in-house technology resource to ensure control of these systems is maintained and monitored closely.
As a result of strong trading performance, the directors consider they have sufficient funds to meet liabilities as they become due. Having considered reasonable possible changes in trading performance over the next 12 months, the directors concluded that the company will have adequate resources.
The group is looking to continue its growth strategy, both organically and through acquisition, if the right opportunities are available. The Directors believe that the group is in a good financial position and that the key risks have been identified and are being well managed. They are confident that the focus on customer experience, strong client and supplier partnerships, together with team development and culture will ensure the company is able to maintain its strong position.
On behalf of the board
The directors present their annual report and financial statements for the period ended 30 June 2024.
The company was incorporated on 5 June 2023 and acquired Unihomes and Bills Limited on 14 July 2023. Since this date the principal activity is that of a holding company.
The results for the period are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
We have audited the financial statements of Unihomes Group Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 June 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the Group through discussions with directors and other management, and from our commercial knowledge and experience of the trade;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Group;
we assessed the extent of compliance with the laws and regulations considered above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by;
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risks of fraud through management bias and override controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance;
enquiring of management as to actual and potential litigation and claims; and
discussions with senior management regarding relevant regulations and reviewing the company’s legal and professional fees.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the director’s and other management and the inspection of regulatory and legal correspondence.
As part of our audit, we addressed the risk of management override of internal controls, including testing of journals and 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.
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.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £3,368,633.
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
Unihomes Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is .
The group consists of Unihomes Group Limited and all of its subsidiaries.
The group was incorporated on 5 June 2023 and therefore the reporting period is longer than 12 months to take account of the acquisition and align to the group's year end.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Unihomes Group Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 30 June 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Non-controlling interest is calculated based on the percentage of economic rights held by the shareholders. This is not necessarily in line with the voting rights held due to relative economic rights attached to different classes of shares.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
The group provides property advertising via its portal and utility package management services to customers. The group has determined that it is not afford the risks and rewards of all elements of the utility package and some of the total package income is classified as a disbursement and not recognised in the accounts. To attribute the amount of disbursement revenue to apportion, the group uses its own model which is based on data for usage and underlying utility charges.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
In the normal course of business, the group forward buys energy tariffs on behalf of its customers. These obligations are not recognised in the financial statements in accordance with FRS102 section 12.5.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
In addition, loan notes held within the group have been fair valued, with the corresponding entry being made against investment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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 reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Monte Carlo Valuation model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
As set out in note 1.6 the Group's revenue recognition policy involves the apportionment of income from customers, between earned income and disbursement income (which is not recognised in the financial statements). To make the required apportionment, the group has developed its own model to project the estimated usage and cost by utility package that typical households in differing sized dwellings would be expected to use, which in turn provides the basis for the income allocation until actual costs are billed.
Management has assessed the various elements of the business purchased as part of the transaction on 14 July 2023. These have each been assigned a value in relation to the purchase price. Each has been assigned a useful economic life with regards to the expected payback period and fair value which is reflected in the amortisation charge associated with each category of intangible asset.
The group have issued growth shares during the period. Note 21 provides further detail regarding the assumptions and methodology used in calculating the charge involved in these share-based payments.
Following the acquisition of Unihomes and Bills Limited on 14 July 2023, Unihomes Group Limited was incorporated as its parent company. In considering the non-controlling interest element, this has been determined by reference to the dividends rights attached to the B and C ordinary shares of Unihomes and Bills Limited.
Goodwill has been recognised based on the fair value of the consideration paid and the fair value of the identifiable assets, liabilities, and contingent liabilities of the acquired entity at the acquisition date. The valuation process requires management to make significant assumptions regarding:
The identification and valuation of identifiable net assets acquired: This includes assumptions regarding the fair value of tangible and intangible assets, liabilities, and contingent liabilities.
The expected future cash flows of the acquired business: Management has made judgements regarding the forecast performance of the acquired entity, including revenue growth, profitability, and operating costs.
These assumptions are inherently uncertain and may require adjustment in future periods as additional information becomes available. Any changes to these assumptions could result in material adjustments to the carrying value of goodwill.
Management reviews the carrying value of goodwill annually, or more frequently if events or changes in circumstances indicate potential impairment.
Income is derived in accordance with note 1.6 turnover accounting policy. All income is derived from the UK.
The Directors have used an Alternative Performance Measures ("APM") in the preparation of these financial statements. These are as follows:
Adjusted operating profit, which is operating profit before the impact of amortisation of intangible assets, and the cost of share-based payments, both of which are non-cash in nature.
The Directors have presented this APM because they feel it most suitably represents and explains the underlying performance of the business, and allows comparability between the current and comparative period in light of the rapid changes in the business. The Directors also believe that this will allow an ongoing trend analysis of this performance based on current plans for the business.
The average monthly number of persons (including directors) employed by the group and company during the period was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2.
The number of directors who are entitled to receive shares under long term incentive schemes during the year was 2.
Included in the above is a one-off bonus figure of £150,000 paid in respect of the investment in the parent company Unihomes Group Limited.
The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 30 June 2024 are as follows:
The above represents the share of economic rights, however Unihomes Group Limited holds 100% of the voting rights and hence has control over the entities listed.
* Subsidiaries that are exempt from audit by virtue of section 479A of the Companies Act 2006 with parental guarantee given by the company. The company registration numbers have been provided in relation to these exempt subsidiaries in note 30.
The loans are secured by fixed and floating charges over any freehold and leasehold property and all intellectual property.
The group has loan notes outstanding of £11,334,782 at the year end. Repayment in full is due on 31 July 2030. Interest is charged at 10% per annum on the principal amount outstanding. The loan notes are carried at fair value with the corresponding entry to investments.
The group’s financing facility also includes a revolving credit facility of £3,000,000. The facility was not utilised at the year end. Interest is charged at the daily compounded reference rate plus 4% margin on the drawn-down amount. A commitment fee of 1.4% is payable per annum on undrawn amounts.
The group has a further 3 three facility loans which were part utilised at year end. The facility A loan has an outstanding balance of £2,512,185 at the year end. Quarterly repayments are due of £168,421. Interest is charged at the daily compounded reference rate plus 4% margin per annum on the principal amount outstanding.
The facility B loan has an outstanding balance of £4,800,000 at the year end. Repayment in full is due on 31 July 2029. Interest is charged at the daily compounded reference rate plus 4.5% margin per annum on the principal amount outstanding.
The facility C loan has an outstanding balance of £3,500,000 at the year end. A further £3,500,000 is available to be drawn down, this was not utilised at the year end. Repayment in full is due on 31 July 2029. Interest is charged at the daily compounded reference rate plus 4.5% margin per annum on the principal amount outstanding.
Margins quoted above are subject to margin ratchet rules.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
At the year end, an amount of £20,626 remained payable to employees in relation to the defined contribution pension scheme.
During the year, 2,607 growth shares were issued in the parent and subsidiary to employees. An amount of £1,363,848 has been recognised as an expense in relation to these.
The date of issue of these shares was as follows;
14 July 2023: 645
17 August 2023: 1,274
12 September 2023: 344
22 December 2023: 344
Due to the presence of hurdles and different priorities upon distribution, a Monte Carlo model was used in the valuation of the share-based payment. The valuation results are based upon available information which has been derived from available market data for estimating the expected risk-free rate, dividend history and expected volatility. Entitlement to growth shares requires ongoing employment to the date of qualification.
The following assumptions have been used to value the shares:
Expected life: 4 years
Expected volatility: 37.86%
Expected dividend yield: 0%
Risk-free rate: 4.775%
The assumptions used to value the share participation are the best estimates of management at the date the award was granted and should reflect the conditions expected to exist over the life of the award.
All shares noted above have been allotted during the period.
20,000 Ordinary A shares with a nominal value of £0.01 were issued for a consideration of £10.60 per share.
330 Ordinary B shares were issued at par.
382 Ordinary C shares with a nominal value of £0.01 were issued for a consideration of £90 per share.
Ordinary A and Ordinary C shares carry 1 vote per share. These shares rank pari pasu with the Ordinary C shares in respect of distributions.
Ordinary B shares carry 91 votes per share. These shares have no right to distributions.
On 14 July 2023 the group acquired 100 percent of the issued capital of Unihomes and Bills Limited.
The Company's bankers hold an Unlimited Multilateral Guarantee and debenture between the following group companies: Unihomes Group Limited, Unihomes and Bills Limited, STB2 Limited and Student Trading Limited.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
The key management personnel of the group are considered to be the same as the directors, for whom details of remuneration are provided in note 8.
The group has taken advantage of the exemption provided by FRS 102 from the requirement to report transactions with other group companies that are 100% subsidiaries of the parent company UniHomes Group Limited. The group and LDC (Managers) Ltd are related parties because the private equity fund LDC (Managers) Ltd own a controlling interest in the parent company UniHomes Group Limited.
During the period the following transactions took place between UniHomes Group Limited and LDC (Managers) Ltd: Expenditure of £144,758.
During the period the group made repayments of loan notes of £3,500,000 and paid interest on loan notes of £1,478,539. As at 30 June 2024, the Group had loan notes payable to LDC XII LP and LDC Parallel XII LP of £11,961,087 and interest accrued of £7,205. These entities are related to LDC (Managers) Ltd by virtue of common ownership.
The merger reserve represents the premium on shares issued to acquire Unihomes and Bills Limited.
The Company is providing certain wholly owned subsidiaries (as disclosed in note 15 and which are included within these Group consolidated financial statements) with guarantee of their respective debts in the form prescribed by Section 479A of the Companies Act 2006 ('the Act') such that they can claim exemption from requiring an audit in accordance with Section 479A of the Act. The guarantees cover all of the outstanding actual and contingent liabilities of these companies at 30 June 2024:
Student Trading Limited - Company number 13757347