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Registered number: 15372940









Saxton Group Holdings Limited









Annual Report and Financial Statements

For the Period Ended 31 December 2024

 
Saxton Group Holdings Limited
 
 
Company Information


Directors
Mr D P Saxton (appointed 28 December 2023)
Ms J Ellis-saxton (appointed 19 February 2024)
Mr M S Roberts (appointed 28 December 2023)
Mr J Saxton (appointed 19 February 2024)
Ms E Saxton (appointed 19 February 2024)
Mr L Saxton (appointed 19 February 2024)




Company secretary
Mr M S Roberts



Registered number
15372940



Registered office
Freeman House Orbital 24 Oldham Street
Orbital 24, Oldham Street

Denton

Manchester

M34 3SU




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

SK1 3GG





 
Saxton Group Holdings Limited
 

Contents



Page
Group Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditors' Report
5 - 8
Consolidated Statement of Comprehensive Income
9
Consolidated Balance Sheet
10
Company Balance Sheet
11
Consolidated Statement of Changes in Equity
12
Company Statement of Changes in Equity
13
Consolidated Statement of Cash Flows
14
Consolidated Analysis of Net Debt
15
Notes to the Financial Statements
16 - 34


 
Saxton Group Holdings Limited
 
 
Group Strategic Report
For the Period Ended 31 December 2024

Introduction
 
The directors present their strategic report for the period ended 31 December 2024.

Business review
 
Saxton Group Holdings Limited is the parent company of HFL Building Solutions Limited. It was created by the founder and Chairman of HFL, Dave Saxton, to acquire the full share capital of HFL from the other shareholders in February 2024.
HFL Buildings Solutions is one of the UK's foremost building services companies. We have an enviable reputation for the reliable delivery of cost and energy efficient building management, operational and technical solutions for businesses of all shapes and sizes - from retail parks to leisure complexes, educational establishments and commercial properties.
We offer a nationwide service of mobile maintenance, integrated facilities and building environmental services from two main hubs located in Central and Northern England.
The general economic environment in 2024 was good which resulted in growth in turnover. 2024 was a year for strategic investment in the Group, in both infrastructure and systems. This has helped create a stronger platform to support our continued growth.
The general economic environment continued to be highly competitive in 2024. The business delivered a strong performance in the year, with our reactive and project works in line with forecasts. New contract wins exceeded the lost/terminated contracts, and this trend continues in to 2025.
The Directors remain optimistic of the Group's prospects in 2025. The Group is continuing to work with our business partners to seek efficiency in all areas, and support and train our employees to provide the level of service that will raise our profile within the industry and help us retain and grow client portfolios.
The Saxton Group will be expanding further in 2025, with creation of Saxton Group Properties Limited. This company’s activity will primarily focus on the acquisition of a suitable property to serve as the Saxton Group’s Head Office for all of its business activities moving forward.

Page 1

 
Saxton Group Holdings Limited
 

Group Strategic Report (continued)
For the Period Ended 31 December 2024

Principal risks and uncertainties
 
The Group is exposed to lead times of manufacturing of parts so the global pressure on the supply chain does have an impact, as does the inflationary pressures of the global economy. The energy markets will increase our overheads and we will take appropriate measures to secure the best deals for the Group.
Competitive pressure will always exist as client portfolios come up for re-tender. We will continue to develop working relationships with consultants and the correct director decision makers of existing and prospective clients. By focusing on the service element of our offering, we can illustrate value for money and achieve a high retention rate on our contracts and assist existing clients in providing opportunities for growth.
The greatest challenge is coming from the pressure on wages, as an apparent shortage of skilled engineers had forced up the market rate significantly in 2022, but this has now stabilised. The Group has invested both in apprenticeships for the future and in training of existing staff to create a strong enterprise culture for retaining its skilled staff.
Our continued investment in people, technology and training leaves the business well placed to differentiate itself within the competitive environment of building maintenance.
Health and Safety continues to be a key focus of risk management for the Group.
The Group will continue to invest internally in our systems to ensure our framework of policies and procedures achieve the objective of minimizing avoidable risk in the business.
The Group is continually developing and upgrading our IT infrastructure, software and cyber threat and assessment capabilities. The increased risk of cyber-attack during the pandemic could impact the business operations and lead to loss of confidential information, damaging the Group's reputation. We will continue to enhance our data protection and security procedures to mitigate these risks.

Financial key performance indicators
 
The consolidated position shows the financial position for the 10 month period up to December 24.
 

2024
Turnover
15,311,315
Gross profit
3,294,836
Gross profit margin 
21.5%

The Group paid dividends in the year of £188k.
The Group has a strong net asset position of £697k at year end. 


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



Mr D P Saxton
Director

Date: 11 March 2025

Page 2

 
Saxton Group Holdings Limited
 
 
 
Directors' Report
For the Period Ended 31 December 2024

The directors present their report and the financial statements for the Period ended 31 December 2024.

Directors' responsibilities statement

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

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


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

make judgments and accounting estimates that are reasonable and prudent;

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

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

Results and dividends

The profit for the Period, after taxation, amounted to £517,023.

Ordinary dividends were paid to the shareholders amounting to £188,228. 

Directors

The directors who served during the Period were:

Mr D P Saxton (appointed 28 December 2023)
Ms J Ellis-saxton (appointed 19 February 2024)
Mr M S Roberts (appointed 28 December 2023)
Mr J Saxton (appointed 19 February 2024)
Ms E Saxton (appointed 19 February 2024)
Mr L Saxton (appointed 19 February 2024)

Future developments

An indication of likely future developments in the Group can be found throughout the strategic report. 

Page 3

 
Saxton Group Holdings Limited
 
 
 
Directors' Report (continued)
For the Period Ended 31 December 2024

Disclosure of information to auditors

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

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

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsHurst Accountants Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





Mr D P Saxton
Director

Date: 11 March 2025

Page 4

 
Saxton Group Holdings Limited
 
 
 
Independent Auditors' Report to the Members of Saxton Group Holdings Limited
 

Opinion


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


In our opinion the financial statements:


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


Basis for opinion


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


Conclusions relating to going concern


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


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


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


Other information


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


We have nothing to report in this regard.


Page 5

 
Saxton Group Holdings Limited
 
 
 
Independent Auditors' Report to the Members of Saxton Group Holdings Limited (continued)


Opinion on other matters prescribed by the Companies Act 2006
 

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


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


Matters on which we are required to report by exception
 

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


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


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


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 6

 
Saxton Group Holdings Limited
 
 
 
Independent Auditors' Report to the Members of Saxton Group Holdings Limited (continued)


Auditors' responsibilities for the audit of the financial statements
 

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


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

Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
 
The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
The outcome of enquiries of management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud. 
Supporting documentation relating to the Company's policies and procedures for:
Identifying, evaluating, and complying with laws and regulations
Detecting and responding to the risks of fraud
The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Anti-bribery and Corruption.

Audit response to risks identified
Our procedures to respond to the risks identified included the following:
 
Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
Evaluation of management’s controls designed to prevent and detect irregularities.
Enquiring of management about any actual and potential litigation and claims.
Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.
 
Page 7

 
Saxton Group Holdings Limited
 
 
 
Independent Auditors' Report to the Members of Saxton Group Holdings Limited (continued)


We have also considered the risk of fraud through management override of controls by:
 
Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.
Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them.  Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.


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


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Anthony Woodings (Senior Statutory Auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors
3 Stockport Exchange
Stockport
SK1 3GG

11 March 2025
Page 8

 
Saxton Group Holdings Limited
 
 
Consolidated Statement of Comprehensive Income
For the Period Ended 31 December 2024

Period ended
31 December
2024
Note
£

  

Turnover
 4 
15,311,315

Cost of sales
  
(12,016,479)

Gross profit
  
3,294,836

Administrative expenses
  
(2,848,864)

Exceptional administrative expenses
 13 
210,778

Operating profit
 5 
656,750

Interest receivable and similar income
 9 
7,487

Interest payable and similar expenses
 10 
(48,574)

Profit before taxation
  
615,663

Tax on profit
 11 
(98,640)

Profit for the financial Period
  
517,023

  

Profit for the Period attributable to:
  

Owners of the parent Company
  
517,023

  
517,023

There were no recognised gains and losses for 2024 other than those included in the consolidated statement of comprehensive income.

The notes on pages 16 to 34 form part of these financial statements.

Page 9

 
Saxton Group Holdings Limited
Registered number: 15372940

Consolidated Balance Sheet
As at 31 December 2024

2024
Note
£

Fixed assets
  

Tangible assets
 15 
52,993

  
52,993

Current assets
  

Debtors: amounts falling due within one year
 17 
4,110,943

Cash at bank and in hand
 18 
1,403,677

  
5,514,620

Creditors: amounts falling due within one year
 19 
(4,455,152)

Net current assets
  
 
 
1,059,468

Total assets less current liabilities
  
1,112,461

Creditors: amounts falling due after more than one year
 20 
(412,979)

Provisions for liabilities
  

Deferred taxation
 22 
(2,610)

  
 
 
(2,610)

Net assets
  
696,872


Capital and reserves
  

Called up share capital 
 23 
100

Merger reserve
 24 
367,977

Profit and loss account
 24 
328,795

Equity attributable to owners of the parent Company
  
696,872

  
696,872


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




Mr D P Saxton
Director

Date: 11 March 2025

The notes on pages 16 to 34 form part of these financial statements.

Page 10

 
Saxton Group Holdings Limited
Registered number: 15372940

Company Balance Sheet
As at 31 December 2024

2024
Note
£

Fixed assets
  

Investments
 16 
1,651,899

  
1,651,899

  

Creditors: amounts falling due within one year
 19 
(1,283,822)

Net current (liabilities)/assets
  
 
 
(1,283,822)

Total assets less current liabilities
  
368,077

  

  

Net assets excluding pension asset
  
368,077

Net assets
  
368,077


Capital and reserves
  

Called up share capital 
 23 
100

Merger reserve
 24 
367,977

Profit for the Period
  
188,228

Dividends paid

  

(188,228)

  
 
 
368,077


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


Mr D P Saxton
Director

Date: 11 March 2025

The notes on pages 16 to 34 form part of these financial statements.

Page 11

 
Saxton Group Holdings Limited
 

Consolidated Statement of Changes in Equity
For the Period Ended 31 December 2024


Called up share capital
Merger reserve
Profit and loss account
Total equity

£
£
£
£


Comprehensive income for the Period

Profit for the Period
-
-
517,023
517,023


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(188,228)
(188,228)

Shares issued during the Period
100
-
-
100

Merger reserve arising on share-for-share exchange
-
367,977
-
367,977


Total transactions with owners
100
367,977
(188,228)
179,849


At 31 December 2024
100
367,977
328,795
696,872

The notes on pages 16 to 34 form part of these financial statements.

Page 12

 
Saxton Group Holdings Limited
 

Company Statement of Changes in Equity
For the Period Ended 31 December 2024


Called up share capital
Merger reserve
Profit and loss account
Total equity

£
£
£
£


Comprehensive income for the period

Profit for the Period
-
-
188,228
188,228


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(188,228)
(188,228)

Shares issued during the Period
100
-
-
100

Merger reserve arising on share-for-share exchange
-
367,977
-
367,977


Total transactions with owners
100
367,977
(188,228)
179,849


At 31 December 2024
100
367,977
-
368,077

The notes on pages 16 to 34 form part of these financial statements.

Page 13

 
Saxton Group Holdings Limited
 

Consolidated Statement of Cash Flows
For the Period Ended 31 December 2024

2024
£

Cash flows from operating activities

Profit for the financial Period
517,023

Adjustments for:

Release of negative goodwill
(210,778)

Depreciation of tangible assets
3,082

Interest paid
48,574

Interest received
(7,487)

Taxation charge
98,640

Decrease in debtors
354,679

Increase in creditors
1,547,842

Corporation tax (paid)/received
(59,414)

Net cash generated from operating activities

2,292,161


Cash flows from investing activities

Purchase of tangible fixed assets
(35,660)

Net cash outflow on acquisition of subsidiaries
(543,755)

Interest received
7,487

Net cash from investing activities

(571,928)

Cash flows from financing activities

Issue of ordinary shares
77

Repayment of loans
(79,831)

Dividends paid
(188,228)

Interest paid
(48,574)

Net cash used in financing activities
(316,556)

Net increase in cash and cash equivalents
1,403,677

Cash and cash equivalents at the end of Period
1,403,677


Cash and cash equivalents at the end of Period comprise:

Cash at bank and in hand
1,403,677

1,403,677


The notes on pages 16 to 34 form part of these financial statements.

Page 14

 
Saxton Group Holdings Limited
 

Consolidated Analysis of Net Debt
For the Period Ended 31 December 2024




Cash flows
Acquisition and disposal of subsidiaries
At 31 December 2024
£

£

£

Cash at bank and in hand

663,530

740,147

1,403,677

Debt due after 1 year

87,564

(500,543)

(412,979)

Debt due within 1 year

(7,734)

(99,456)

(107,190)


743,360
140,148
883,508

The notes on pages 16 to 34 form part of these financial statements.

Page 15

 
Saxton Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

1.


General information

Saxton Group Holdings Limited is a private company limited by share capital, incorporated in England and Wales, registered number 15372940. The address of the registered office and principal place of business is Freeman House, Orbital 24, Oldham Street, Manchester, M34 3SU.
The Company was incorporated on 28 December 2023 and commenced trading following the acquisition of its trading subsidiary on 16 February 2024. The Group consists of Saxton Group Holdings Limited and its subsidiary, H.F.L Building Solutions Limited. 
The nature of the Company's operation is that of a holding company. The nature of the subsidiary's operations  and principal activity is that of building services.
These financial statements for the period ended 31 December 2024 are the companies first financial statements. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The Company has taken advantage of the exemption allowed under FRS 102 section 1.12 (b) and has not presented its own statement of cash flows in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 28 December 2023.

Page 16

 
Saxton Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

2.Accounting policies (continued)

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

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

 
2.4

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.5

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 17

 
Saxton Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

2.Accounting policies (continued)

 
2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.9

Current and deferred taxation

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

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.10

Exceptional items

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

Page 18

 
Saxton Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

2.Accounting policies (continued)

 
2.11

Intangible assets

Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the consolidated statement of comprehensive income over its useful economic life.
Where the cost of the business combination exceeds the fair value of the group’s interest in the assets, liabilities and contingent liabilities acquired, negative goodwill arises. The group, after consideration of the assets, liabilities and contingent liabilities acquired and the cost of the combination, recognises negative goodwill on the balance sheet and releases this to profit and loss, up to the fair value of non-monetary assets acquired, over the periods in which the non-monetary assets are recovered and any excess over the fair value of non-monetary assets in the income statement over the period expected to benefit.
Other intangible assets

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

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

 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings
-
10-25%
Computer equipment
-
33%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 19

 
Saxton Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

2.Accounting policies (continued)

 
2.14

Debtors

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

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.18

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
 
Page 20

 
Saxton Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

2.Accounting policies (continued)


2.18
Financial instruments (continued)


Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

 
2.19

Dividends

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


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In applying the company's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors' judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revision to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.
The directors believe that judgements, estimates and assumptions do not have a significant risk of causing a material
difference to the carrying amounts of the assets and liabilities within the next financial year.

Page 21

 
Saxton Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

4.


Turnover

The whole of the turnover is attributable to the Group's principal activity.

All turnover arose within the United Kingdom.


5.


Operating profit

The operating profit is stated after charging:

Period ended
31 December
2024
£

Operating lease rentals - land & buildings
61,167

Other operating lease rentals - motor vehicles
227,408


6.


Auditors' remuneration

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


Period ended
31 December
2024
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
17,400

Fees payable to the Company's auditors in respect of:

Taxation compliance services
3,040

All non-audit services not included above
3,160


7.


Employees

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


Group
Company
2024
2024
£
£


Wages and salaries
4,336,504
-

Social security costs
481,038
-

Cost of defined contribution scheme
254,006
-

5,071,548
-

Page 22

 
Saxton Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024
The average monthly number of employees, including the directors, during the period was as follows:


Group
Period ending December 2024
No.


Administration
54

Direct labour
80

134


8.


Directors' remuneration

Period ended
31 December
2024
£

Directors' emoluments
218,307

Group contributions to defined contribution pension schemes
49,037

267,344


During the Period retirement benefits were accruing to 6 directors in respect of defined contribution pension schemes.

The highest paid director received remuneration of £71,083.

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £5,375.


9.


Interest receivable

Period ended
31 December
2024
£


Other interest receivable
7,487

7,487

Page 23

 
Saxton Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

10.


Interest payable and similar expenses

Period ended
31 December
2024
£


Bank interest payable
48,574

48,574


11.


Taxation


Period ended
31 December
2024
£

Corporation tax


Current tax on profits for the year
106,941

Adjustments in respect of previous periods
(18,435)


88,506


Total current tax
88,506

Deferred tax


Origination and reversal of timing differences
10,134

Total deferred tax
10,134


Tax on profit
98,640
Page 24

 
Saxton Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024
 
11.Taxation (continued)


Factors affecting tax charge for the period

The tax assessed for the period is lower than the standard rate of corporation tax in the UK of 25%. The differences are explained below:

Period ended
31 December
2024
£


Profit on ordinary activities before tax
615,663


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%
153,915

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
8,806

Adjustments to tax charge in respect of prior periods
(18,435)

Other timing differences leading to an increase (decrease) in taxation
7,049

Non-taxable income less expenses not deductible for tax purposes, other than goodwill and impairment
(52,695)

Total tax charge for the Period
98,640


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


12.


Dividends

2024
£


Dividends paid on equity capital
188,228

188,228

Page 25

 
Saxton Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

13.


Exceptional items

Period ended
31 December
2024
£


Release of negative goodwill
(210,778)

(210,778)

The exceptional item relates to the release of negative goodwill, as seen in note 14.


14.


Intangible assets

Group and Company




Goodwill

£



Cost


On acquisition of subsidiaries
(210,778)



At 31 December 2024

(210,778)



Amortisation


Amounts released to profit and loss 
(210,778)



At 31 December 2024

(210,778)



Net book value



At 31 December 2024
-

During the period, the company acquired the entire share capital of H.F.L Building Solutions Limited. The fair value of the net assets acquired exceeded the cost of the business combination, as seen in note 25, and as a result, negative goodwill arose.
This excess has been released to profit and loss in full during the period, as the non-monetary assets acquired are deemed to have been materially recovered during the period. The credit to profit and loss is included in exceptional administrative expenses.



Page 26

 
Saxton Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

15.


Tangible fixed assets

Group






Fixtures and fittings
Computer equipment
Total

£
£
£



Cost or valuation


Additions
15,810
19,850
35,660


Acquisition of subsidiary
15,589
4,826
20,415



At 31 December 2024

31,399
24,676
56,075



Depreciation


Charge for the Period
4,024
(942)
3,082



At 31 December 2024

4,024
(942)
3,082



Net book value



At 31 December 2024
27,375
25,618
52,993


16.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


Additions
1,651,899



At 31 December 2024
1,651,899




Page 27

 
Saxton Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

H.F.L Building Solutions Limited
Freeman House, Orbital 24, Oldham Street, Manchester, M34 3SU
Ordinary
100%
Saxton Group Properties Limited
Freeman House, Orbital 24, Oldham Street, Manchester, M34 3SU
Ordinary
100%

All subsidiaries are included in the consolidation.


17.


Debtors

Group
2024
£


Trade debtors
2,948,321

Other debtors
9,818

Prepayments and accrued income
196,462

Amounts recoverable on long-term contracts
956,342

4,110,943



18.


Cash and cash equivalents

Group
2024
£

Cash at bank and in hand
1,403,677

1,403,677


Page 28

 
Saxton Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

19.


Creditors: Amounts falling due within one year

Group
Company
2024
2024
£
£

Bank loans
107,190
-

Trade creditors
2,361,222
-

Amounts owed to group undertakings
-
1,283,822

Corporation tax
106,941
-

Other taxation and social security
525,218
-

Other creditors
39,317
-

Accruals and deferred income
1,315,264
-

4,455,152
1,283,822


The Bank loan is secured by a debenture over the assets of the business. Interest is charged at 3.75% per annum over the Bank of England Base Rate.


20.


Creditors: Amounts falling due after more than one year

Group
2024
£

Bank loans
412,979

412,979


The Bank loan is secured by a debenture over the assets of the business. Interest is charged at 3.75% per annum over the Bank of England Base Rate.

Page 29

 
Saxton Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

21.


Loans


Analysis of the maturity of loans is given below:


Group
2024
£

Amounts falling due within one year

Bank loans
107,190

Amounts falling due 1-2 years

Bank loans
117,267

Amounts falling due 2-5 years

Bank loans
295,712


520,169



22.


Deferred taxation


Group



2024


£






Charged to profit or loss
(10,134)


Arising on business combinations
7,524



At end of year
(2,610)

Company


2024






At end of year
-
Group
2024
£

Accelerated capital allowances
(12,553)

Other timing differences
9,943

(2,610)

Page 30

 
Saxton Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

23.


Share capital

2024
£
Allotted, called up and fully paid


52 A ordinary shares of £1.00 each
52
23 B ordinary shares of £1.00 each
23
25 C ordinary shares of £1.00 each
25

100


The Company was incorporated on 28 December 2023. 1 A Ordinary share of £1.00. 
On 16 February 2024, the Company issued 99 Ordinary shares of £1.00 each in three classes of shares: A Ordinary, B Ordinary, and C Ordinary. As part of this share issue, 51 A Ordinary shares, 23 B Ordinary shares and 25 C Ordinary shares where created. 
23 of the B Ordinary shares were transferred from H.F.L Building Solutions Limited to the Company in consideration for the issue by the Company of 23 B Ordinary shares of £1 each. 
The A shares carry one vote per share, whilst the B & C shares carry no voting rights. 


24.


Reserves

Merger Reserve

The merger reserve arose on a share for share exchange. 

Profit and loss account

The profit and loss account represents accumulated profits and losses since incorporation, net of dividends paid.

Page 31

 
Saxton Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

25.
 

Business combinations

On 16 February 2024, the enitre share capital of H.F.L Building Solutions Limited was acquired by Saxton Group Holdings Limited. 

Acquisition of H.F.L Building Solutions Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value
£
£

Fixed Assets

Tangible
20,414
20,414

20,414
20,414

Current Assets

Debtors
4,467,895
4,467,895

Cash at bank and in hand
740,147
740,147

Total Assets
5,228,456
5,228,456

Creditors

Due within one year
(2,865,236)
(2,865,236)

Due after more than one year
(500,543)
(500,543)

Total Identifiable net assets
1,862,677
1,862,677


Goodwill
(210,778)

Total purchase consideration
1,651,899

Consideration

£


Cash
1,232,000

Equity instruments
368,000

Directly attributable costs
51,899

Total purchase consideration
1,651,899

Page 32

 
Saxton Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

25.Business combinations (continued)

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
1,232,000

Directly attributable costs
51,900

1,283,900

Less: Cash and cash equivalents acquired
(740,147)

Net cash outflow on acquisition
543,753

The results of H.F.L Building Solutions Limited  since acquisition are as follows:

Current period since acquisition
£

Turnover
15,311,315

Profit for the period since acquisition
317,274


26.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from
those of the Group in an independently administered fund. The pension cost charge represents contributions
payable by the Group to the fund and amounted to £254,006. Contributions totalling £39,773 were payable to the fund at the balance sheet date.


27.


Commitments under operating leases

At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
2024
£

Not later than 1 year
357,080

Later than 1 year and not later than 5 years
495,059

Later than 5 years
91,750

943,889
Page 33

 
Saxton Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

28.


Related party transactions

The directors have chosen not to disclose transactions entered into with other companies wholly owned within the
Group as permitted under FRS 102 paragraph 31.1A.
During the period, dividends were paid to directors of the parent comapny totalling £188,228. 
Key management are considered to be the directors.


29.


Controlling party

The ultimate controlling party is Mr D P Saxton by virture of his majority shareholding.

Page 34