Company registration number 14914862 (England and Wales)
UNIHOMES GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
UNIHOMES GROUP LIMITED
COMPANY INFORMATION
Directors
P M Greaves
(Appointed 5 June 2023)
L M Mori
(Appointed 5 June 2023)
B Cox
(Appointed 5 June 2023)
D J A Smith
(Appointed 14 July 2023)
J D Marshall
(Appointed 14 July 2023)
M D Goddard
(Appointed 17 August 2023)
C J Platts
(Appointed 1 December 2023)
H L Evans
(Appointed 1 August 2024)
Company number
14914862
Registered office
Floor 6
1 New Era Square
Sheffield
England
S2 4RB
Auditor
BHP LLP
2 Rutland Park
Sheffield
S10 2PD
UNIHOMES GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9 - 10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 33
UNIHOMES GROUP LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
- 1 -

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.

Business Review

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.

Key Performance Indicators

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.

 

UNIHOMES GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
- 2 -
Principal Risks and Uncertainties

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.

Future Developments

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

C J Platts
Director
16 January 2025
UNIHOMES GROUP LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
- 3 -

The directors present their annual report and financial statements for the period ended 30 June 2024.

Principal activities

The principal activity of the group continued to be that of a student property advertising portal and the management of bundled utilities.

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.

Results and dividends

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.

Directors

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

P M Greaves
(Appointed 5 June 2023)
L M Mori
(Appointed 5 June 2023)
B Cox
(Appointed 5 June 2023)
D J A Smith
(Appointed 14 July 2023)
J D Marshall
(Appointed 14 July 2023)
M D Goddard
(Appointed 17 August 2023)
C J Platts
(Appointed 1 December 2023)
H L Evans
(Appointed 1 August 2024)
Statement of directors' responsibilities

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

 

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

 

 

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

UNIHOMES GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
- 4 -
Statement of disclosure to auditor

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

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
C J Platts
Director
16 January 2025
UNIHOMES GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF UNIHOMES GROUP LIMITED
- 5 -
Opinion

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).

In our opinion the financial statements:

Basis for opinion

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

Conclusions relating to going concern

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

 

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

 

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

Other information

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

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

UNIHOMES GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF UNIHOMES GROUP LIMITED
- 6 -
Matters on which we are required to report by exception

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

 

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

Responsibilities of directors

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

Auditor's responsibilities for the audit of the financial statements

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

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:

UNIHOMES GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF UNIHOMES GROUP LIMITED
- 7 -

We assessed the susceptibility of the group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by;

 

 

To address the risks of fraud through management bias and override controls, we:

 

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

 

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.

Paul Winwood
For and on behalf of
16 January 2025
BHP LLP
Chartered Accountants
Statutory Auditor
2 Rutland Park
Sheffield
S10 2PD
UNIHOMES GROUP LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 JUNE 2024
- 8 -
Period
ended
30 June
2024
Notes
£
Turnover
3
35,621,455
Cost of sales
(13,662,602)
Gross profit
21,958,853
Administrative expenses excluding amortisation and share-based payments
(9,064,552)
Other operating income
1,675
Adjusted operating profit
4
12,895,976
Amortisation
12
(13,615,985)
Share-based payments
22
(1,363,848)
Operating loss
5
(2,083,857)
Interest receivable and similar income
9
259,385
Interest payable and similar expenses
10
(4,097,653)
Loss before taxation
(5,922,125)
Tax on loss
11
(3,182,875)
Loss and total comprehensive income for the period
(9,105,000)
(Loss)/profit for the financial period is attributable to:
- Owners of the parent company
(10,851,647)
- Non-controlling interests
1,746,647
(9,105,000)
Total comprehensive income for the period is attributable to:
- Owners of the parent company
(10,851,647)
- Non-controlling interests
1,746,647
(9,105,000)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

UNIHOMES GROUP LIMITED
GROUP BALANCE SHEET
AS AT
30 JUNE 2024
30 June 2024
- 9 -
2024
Notes
£
£
Fixed assets
Goodwill
12
59,024,302
Other intangible assets
12
17,677,500
Total intangible assets
76,701,802
Tangible assets
13
229,838
76,931,640
Current assets
Debtors
16
2,746,002
Cash at bank and in hand
11,799,073
14,545,075
Creditors: amounts falling due within one year
17
(16,419,853)
Net current liabilities
(1,874,778)
Total assets less current liabilities
75,056,862
Creditors: amounts falling due after more than one year
18
(32,670,313)
Provisions for liabilities
Deferred tax liability
20
6,154,000
(6,154,000)
Net assets
36,232,549
Capital and reserves
Called up share capital
23
699
Share premium account
246,176
Merger reserve
28
29,356,764
Share option reserve
22
1,363,848
Profit and loss reserves
(10,851,647)
Equity attributable to owners of the parent company
20,115,840
Non-controlling interests
16,116,709
36,232,549
UNIHOMES GROUP LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
30 JUNE 2024
30 June 2024
- 10 -

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 16 January 2025 and are signed on its behalf by:
16 January 2025
C J Platts
Director
Company registration number 14914862 (England and Wales)
UNIHOMES GROUP LIMITED
COMPANY BALANCE SHEET
AS AT 30 JUNE 2024
30 June 2024
- 11 -
2024
Notes
£
£
Fixed assets
Investments
14
45,030,427
Current assets
Debtors
16
22,139
Cash at bank and in hand
1,774,442
1,796,581
Creditors: amounts falling due within one year
17
(10,381,580)
Net current liabilities
(8,584,999)
Total assets less current liabilities
36,445,428
Creditors: amounts falling due after more than one year
18
(32,670,313)
Net assets
3,775,115
Capital and reserves
Called up share capital
23
699
Share premium account
246,176
Other reserves
159,607
Profit and loss reserves
3,368,633
Total equity
3,775,115

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.

The financial statements were approved by the board of directors and authorised for issue on 16 January 2025 and are signed on its behalf by:
16 January 2025
C J Platts
Director
Company registration number 14914862 (England and Wales)
UNIHOMES GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2024
- 12 -
Share capital
Share premium account
Merger reserve
Share options reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
£
£
Balance at 5 June 2023
-
0
-
0
-
-
-
0
-
-
0
-
0
Period ended 30 June 2024:
Loss and total comprehensive income
-
-
-
-
(10,851,647)
(10,851,647)
1,746,647
(9,105,000)
Issue of share capital
23
699
246,176
-
-
-
246,875
-
246,875
Acquisition of subsidiary
-
-
-
-
-
-
14,370,062
14,370,062
Other movements
-
-
29,356,764
1,363,848
-
30,720,612
-
30,720,612
Balance at 30 June 2024
699
246,176
29,356,764
1,363,848
(10,851,647)
20,115,840
16,116,709
36,232,549
UNIHOMES GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2024
- 13 -
Share capital
Share premium account
Share options reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 5 June 2023
-
0
-
0
-
-
0
-
Period ended 30 June 2024:
Profit and total comprehensive income
-
-
-
3,368,633
3,368,633
Issue of share capital
23
699
246,176
-
-
246,875
Other movements
-
-
159,607
-
159,607
Balance at 30 June 2024
699
246,176
159,607
3,368,633
3,775,115
UNIHOMES GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 JUNE 2024
- 14 -
2024
Notes
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
31
18,781,292
Interest paid
(2,528,653)
Income taxes paid
(2,415,006)
Net cash inflow/(outflow) from operating activities
13,837,633
Investing activities
Purchase of fixed asset investment
(24,334,770)
Purchase of intangible assets
(310,566)
Purchase of tangible fixed assets
(46,451)
Interest received
259,385
Net cash used in investing activities
(24,432,402)
Financing activities
Proceeds from issue of shares
246,875
Proceeds from borrowings
15,437,582
Repayment of borrowings
(4,102,800)
Proceeds from new bank loans
11,500,000
Repayment of bank loans
(687,815)
Net cash generated from/(used in) financing activities
22,393,842
Net increase in cash and cash equivalents
11,799,073
Cash and cash equivalents at beginning of period
-
0
Cash and cash equivalents at end of period
11,799,073
UNIHOMES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
- 15 -
1
Accounting policies
Company information

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.

1.1
Reporting period

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.

1.2
Accounting convention

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:

 

1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

UNIHOMES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 16 -
1.4
Basis of consolidation

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.

1.5
Going concern

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.

1.6
Turnover

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.

1.7
Research and development expenditure

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.

1.8
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

1.9
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

UNIHOMES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 17 -

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Developed technology including website development
5-6 years
Customer contracts
13 months
Brand
7-10 years
1.10
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

Leasehold land and buildings
10 years straight line
Plant and equipment
5 years straight line
Fixtures and fittings
5 years straight line

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.

1.11
Fixed asset investments

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.

1.12
Impairment of fixed assets

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.

1.13
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

UNIHOMES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 18 -
1.14
Financial instruments

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.

Fair value measurement of financial instruments

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

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

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.

Impairment of financial assets

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.

Derecognition of financial assets

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.

UNIHOMES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 19 -
Classification of financial liabilities

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

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.

Other financial liabilities

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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.15
Equity instruments

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.

1.16
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 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.

UNIHOMES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 20 -
Deferred tax

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.

1.17
Employee benefits

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.

1.18
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.19
Share-based payments

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.

1.20
Leases

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.

UNIHOMES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
- 21 -
2
Judgements and key sources of estimation uncertainty

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.

Key sources of estimation uncertainty

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.

Turnover recognition and cost accruals

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.

Purchase price allocation

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.

Share based payments

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.

Non-controlling interest

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.

UNIHOMES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 22 -
Valuation of goodwill on consolidation

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:

 

 

 

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.

3
Turnover and other revenue

Income is derived in accordance with note 1.6 turnover accounting policy. All income is derived from the UK.

2024
£
Other revenue
Interest income
259,385
4
Alternative Performance Measures

The Directors have used an Alternative Performance Measures ("APM") in the preparation of these financial statements. These are as follows:

 

 

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.

5
Operating loss
2024
£
Operating loss for the period is stated after charging:
Research and development costs
41,361
Depreciation of owned tangible fixed assets
54,606
Amortisation of intangible assets
13,615,985
Share-based payments
1,363,848
Operating lease charges
136,473
UNIHOMES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
- 23 -
6
Auditor's remuneration
2024
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
15,000
Audit of the financial statements of the company's subsidiaries
36,200
51,200
For other services
Taxation compliance services
2,650
7
Employees

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

Group
Company
2024
2024
Number
Number
Sales and marketing
25
-
Admin and operations
32
8
Technical and customer
40
-
Total
97
8

Their aggregate remuneration comprised:

Group
Company
2024
2024
£
£
Wages and salaries
5,509,132
-
0
Social security costs
419,424
-
Pension costs
75,253
-
0
6,003,809
-
0
8
Directors' remuneration
2024
£
Remuneration for qualifying services
619,764
Company pension contributions to defined contribution schemes
2,862
622,626
UNIHOMES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
8
Directors' remuneration
(Continued)
- 24 -

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.

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
£
Remuneration for qualifying services
251,642
Company pension contributions to defined contribution schemes
1,542

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.

9
Interest receivable and similar income
2024
£
Interest income
Interest on bank deposits
259,385
10
Interest payable and similar expenses
2024
£
Interest on bank overdrafts and loans
1,050,114
Interest on deferred consideration
1,569,000
Interest on loan notes
1,478,539
Total finance costs
4,097,653
11
Taxation
2024
£
Current tax
UK corporation tax on profits for the current period
3,155,375
Deferred tax
Origination and reversal of timing differences
27,500
Total tax charge
3,182,875
UNIHOMES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
11
Taxation
(Continued)
- 25 -

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:

2024
£
Loss before taxation
(5,922,125)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00%
(1,480,531)
Tax effect of expenses that are not deductible in determining taxable profit
3,748,329
Tax effect of income not taxable in determining taxable profit
(2,586)
Change in unrecognised deferred tax assets
666,252
Other permanent differences
251,411
Taxation charge
3,182,875
12
Intangible fixed assets
Group
Goodwill
Developed technology including website development
Customer contracts
Brand
Total
£
£
£
£
£
Cost
At 5 June 2023
-
0
-
0
-
0
-
0
-
0
Additions - internally developed
-
0
310,566
-
0
-
0
310,566
Additions - business combinations
63,600,353
3,847,000
5,881,000
14,882,000
88,210,353
Change in fair value of deferred consideration
1,796,868
-
0
-
0
-
0
1,796,868
At 30 June 2024
65,397,221
4,157,566
5,881,000
14,882,000
90,317,787
Amortisation and impairment
At 5 June 2023
-
0
-
0
-
0
-
0
-
0
Amortisation charged for the period
6,372,919
614,451
5,202,423
1,426,192
13,615,985
At 30 June 2024
6,372,919
614,451
5,202,423
1,426,192
13,615,985
Carrying amount
At 30 June 2024
59,024,302
3,543,115
678,577
13,455,808
76,701,802
The company had no intangible fixed assets at 30 June 2024.
UNIHOMES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
- 26 -
13
Tangible fixed assets
Group
Leasehold land and buildings
Plant and equipment
Fixtures and fittings
Total
£
£
£
£
Cost
At 5 June 2023
-
0
-
0
-
0
-
0
Additions
-
0
39,006
7,445
46,451
Business combinations
93,120
96,208
48,665
237,993
At 30 June 2024
93,120
135,214
56,110
284,444
Depreciation and impairment
At 5 June 2023
-
0
-
0
-
0
-
0
Depreciation charged in the period
15,935
21,623
17,048
54,606
At 30 June 2024
15,935
21,623
17,048
54,606
Carrying amount
At 30 June 2024
77,185
113,591
39,062
229,838
The company had no tangible fixed assets at 30 June 2024.
14
Fixed asset investments
Group
Company
2024
2024
Notes
£
£
Investments in subsidiaries
15
-
0
45,030,427
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 5 June 2023
-
Additions
49,729,952
Capital contribution in respect of share based payments
159,607
Fair value adjustment of deferred consideration
(4,859,132)
At 30 June 2024
45,030,427
Carrying amount
At 30 June 2024
45,030,427
UNIHOMES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
- 27 -
15
Subsidiaries

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

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
STB2 Limited
6th Floor 1 New Era Square, Sheffield, England, S2 4RB
Ordinary
0
38.00
Student Trading Limited*
6th Floor 1 New Era Square, Sheffield, England, S2 4RB
Ordinary
0
38.00
UniHomes and Bills Limited
6th Floor 1 New Era Square, Sheffield, England, S2 4RB
Ordinary
38.00
-

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.

16
Debtors
Group
Company
2024
2024
Amounts falling due within one year:
£
£
Trade debtors
133,695
-
0
Corporation tax recoverable
5,139
-
0
Other debtors
22,138
22,139
Prepayments and accrued income
2,585,030
-
0
2,746,002
22,139
17
Creditors: amounts falling due within one year
Group
Company
2024
2024
Notes
£
£
Bank loans
19
645,446
645,446
Trade creditors
2,938,046
-
0
Amounts owed to group undertakings
-
0
9,231,500
Corporation tax payable
1,434,141
-
0
Other taxation and social security
1,096,590
-
Other creditors
357,655
256,251
Accruals and deferred income
9,947,975
248,383
16,419,853
10,381,580
UNIHOMES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
- 28 -
18
Creditors: amounts falling due after more than one year
Group
Company
2024
2024
Notes
£
£
Bank loans and overdrafts
19
10,166,739
10,166,739
Loan notes
19
11,334,782
11,334,782
Other creditors
11,168,792
11,168,792
32,670,313
32,670,313
19
Loans and overdrafts
Group
Company
2024
2024
£
£
Bank loans
10,812,185
10,812,185
Other loans
11,334,782
11,334,782
22,146,967
22,146,967
Payable within one year
645,446
645,446
Payable after one year
21,501,521
21,501,521

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.

UNIHOMES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
- 29 -
20
Deferred taxation

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

Liabilities
2024
Group
£
Accelerated capital allowances
73,000
Fair value of intangible assets
6,087,000
Short term timing differences
(6,000)
6,154,000
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the period:
£
£
Asset at 5 June 2023
-
-
Charge to profit or loss
67,000
-
Other
6,087,000
-
Liability at 30 June 2024
6,154,000
-
21
Retirement benefit schemes
2024
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
75,253

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.

UNIHOMES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
- 30 -
22
Share-based payment transactions
Equity instruments other than share options

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.

Group
Company
2024
2024
£
£
Expenses recognised in the period
Arising from equity settled share based payment transactions
1,363,848
-
23
Share capital
Group and company
2024
2024
Ordinary share capital
Number
£
Issued and fully paid
Ordinary A shares of 1p each
20,000
200
Ordinary B shares of £1.50 each
330
495
Ordinary C shares of 1p each
382
4
20,712
699
UNIHOMES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
23
Share capital
(Continued)
- 31 -

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.

24
Acquisition of a business

On 14 July 2023 the group acquired 100 percent of the issued capital of Unihomes and Bills Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible assets
263,514
24,346,486
24,610,000
Property, plant and equipment
237,993
-
237,993
Trade and other receivables
2,826,296
-
2,826,296
Cash and cash equivalents
10,901,258
-
10,901,258
Trade and other payables
(8,649,989)
-
(8,649,989)
Tax liabilities
(684,633)
-
(684,633)
Deferred tax
(43,500)
(6,087,000)
(6,130,500)
Total identifiable net assets
4,850,939
18,259,486
23,110,425
Non-controlling interests
(14,370,062)
Goodwill
63,600,353
Total consideration
72,340,716
The consideration was satisfied by:
£
Cash
26,100,000
Issue of shares
29,301,764
Deferred consideration
14,844,000
Transaction fees capitalised
2,094,952
72,340,716
UNIHOMES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
24
Acquisition of a business
(Continued)
- 32 -
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
35,621,455
Loss after tax
(3,563,901)
25
Financial commitments, guarantees and contingent liabilities

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.

26
Operating lease commitments
Lessee

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

Group
Company
2024
2024
£
£
Within one year
140,380
-
Between two and five years
233,609
-
373,989
-
27
Related party transactions
Remuneration of key management personnel

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.

Other information

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.

28
Merger reserve

The merger reserve represents the premium on shares issued to acquire Unihomes and Bills Limited.

UNIHOMES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
- 33 -
29
Controlling party

In the opinion of the directors there is not a single controlling party under normal operating matters. In certain rare prescribed events, A shareholders would be able to effect control.

30
Audit exemption provided to certain Group subsidiaries

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

31
Cash generated from/(absorbed by) group operations
2024
£
Loss for the period after tax
(9,105,000)
Adjustments for:
Taxation charged
3,182,875
Finance costs
4,097,653
Investment income
(259,385)
Amortisation and impairment of intangible assets
13,615,985
Depreciation and impairment of tangible fixed assets
54,606
Equity settled share based payment expense
1,363,848
Movements in working capital:
Decrease in debtors
85,433
Increase in creditors
5,745,277
Cash generated from/(absorbed by) operations
18,781,292
32
Analysis of changes in net debt - group
5 June 2023
Cash flows
Acquisitions and disposals
Other non-cash changes
30 June 2024
£
£
£
£
£
Cash at bank and in hand
-
11,799,073
-
-
11,799,073
Borrowings excluding overdrafts
-
(22,146,967)
-
-
(22,146,967)
Deferred consideration
-
7,041,076
(14,844,000)
(3,365,868)
(11,168,792)
-
(3,306,818)
(14,844,000)
(3,365,868)
(21,516,686)
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