REGISTERED NUMBER: 13639993 (England and Wales) |
Group Strategic Report, Report of the Directors and |
Audited Consolidated Financial Statements |
for the Year Ended 30 June 2024 |
for |
Old Mill Topco Limited |
REGISTERED NUMBER: 13639993 (England and Wales) |
Group Strategic Report, Report of the Directors and |
Audited Consolidated Financial Statements |
for the Year Ended 30 June 2024 |
for |
Old Mill Topco Limited |
Old Mill Topco Limited (Registered number: 13639993) |
Contents of the Consolidated Financial Statements |
for the Year Ended 30 June 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 8 |
Report of the Independent Auditors | 11 |
Consolidated Income Statement | 15 |
Consolidated Other Comprehensive Income | 16 |
Consolidated Balance Sheet | 17 |
Company Balance Sheet | 18 |
Consolidated Statement of Changes in Equity | 19 |
Company Statement of Changes in Equity | 20 |
Consolidated Cash Flow Statement | 21 |
Notes to the Consolidated Cash Flow Statement | 22 |
Notes to the Consolidated Financial Statements | 24 |
Old Mill Topco Limited |
Company Information |
for the Year Ended 30 June 2024 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditor |
5 Barnfield Crescent |
Exeter |
Devon |
EX1 1QT |
Old Mill Topco Limited (Registered number: 13639993) |
Group Strategic Report |
for the Year Ended 30 June 2024 |
The directors present their strategic report of the company and the group for the year ended 30 June 2024. |
REVIEW OF BUSINESS |
Old Mill Topco was incorporated in October 2021, and its purpose is unchanged from last year, being to act as the holding company for the other Old Mill trading entities, which provide a range of professional services to clients across the UK, though with a strong South West focus. |
The Group achieved double-digit year on year income growth for the third year running, only the second time in Old Mill's history that this has happened. As a standalone fact this was an impressive achievement. |
Alongside our income growth, the year to 30 June 2024 was a strong one for our lock up management. Total lock up (net Work in progress and Debtors) at year end was over £700,000 lower than our 5-year average. Our year end level of lock up days of 58 compares extremely favourably to both Old Mill's long-term average and to the industry norm (with many accountancy firms averaging over 100 days). |
Our financial key performance indicators for the year were as follows: |
- | Net assets of £14.9m (excluding preference shares and shareholder debt) |
- | Income growth exceeding inflation |
- | Underlying EBITDA of £2m and EBITDA margin of 7%. |
- | Strong client retention, with marginal losses of mature clients |
Aside from our income growth and lock up management, other aspects of our business and financial performance were below expectations, especially at a gross profit and EBITDA level. |
In response to this, and to ensure Old Mill is well-positioned for the future, actions were taken towards the end of the financial year. These included: |
1. Business restructure |
In line with our growth ambitions, Old Mill has in recent years pursued a policy of recruiting "ahead of the curve". While the business has delivered strong, double digit income growth, unfortunately due to the ongoing economic uncertainty in the UK, the growth has not been as high as originally expected. Accordingly, we had an imbalance of resource in certain areas of the business, specifically in Commercial and Tax, when compared to the levels of services required by our clients. Regrettably, for the first time in Old Mill's history, we undertook a redundancy programme to reduce headcount and costs. |
At the same time, a number of roles in our IT team were also removed from the business to help refocus the team's work on our core operational business requirements. |
In total, 24 people left the business, representing 6.6% of our total workforce. |
2. Governance, leadership and management changes |
We implemented a new governance structure, consisting of: |
- | An amended Chief Executive Officer role, with a new CEO appointed with responsibility for the firm's longer-term strategy, culture and people strategy, and shareholder value. Mark Neath, formerly our Head of Corporate Finance, took on this role with effect from 1 July 2024. |
- | The creation of a new Managing Director role, with the MD having responsibility for the running of the firm and the delivery of the current year's plan. From 1 July, Jolyon Stonehouse, one of our founding partners, took on the role of MD. |
In simple terms, the CEO has the remit to "Change Old Mill" while the MD has the remit to "Run Old Mill". |
Old Mill's Board is confident that the hard decisions made towards the end of the year, plus the changes implemented in respect of governance, position Old Mill strongly for the years ahead. |
Old Mill Topco Limited (Registered number: 13639993) |
Group Strategic Report |
for the Year Ended 30 June 2024 |
REVIEW OF BUSINESS (CONTINUED) |
These changes are accompanied by a shift in our strategy, ensuring our clients and our people are at the heart of everything we do. This strategy was finalised during the early part of the year to 30 June 2025, and formally launched firmwide at an All Firm event on 18 September 2024. Initial feedback from our people has been extremely positive. |
Exceptional costs |
The business restructure and governance, leadership and management changes gave rise to exceptional costs which impacted the group's profitability in the year. |
During the year, costs incurred in respect of the restructure of the Company's Board, including its Executive team, amounted to £657,813. The total expense is included in administration expenses in the Profit and Loss Account. |
Costs in respect of the Business restructure amounted to £728,827. This expense is also included in administration expenses in the Profit and Loss Account. |
Total exceptional costs for the year were therefore £1,386,640. |
EBITDA |
As the table below shows, adjusting for interest, depreciation and amortisation converts the loss before tax into an EBITDA figure of £1,996,686. |
30.06.24 | 30.06.23 |
£ | £ |
(Loss) before tax for the year | (2,933,409 | ) | (2,078,360 | ) |
Add back: |
Amortisation charge in the year (note 12) | 1,542,505 | 1,491,743 |
Depreciation charge in the year (note 13) | 279,649 | 269,513 |
Interest payable (note 8) | 1,146,037 | 873,458 |
Preference shares dividends (note 8) | 1,967,887 | 1,962,510 |
Deduct: |
Interest receivable (note 7) | 5,983 | 6,246 |
EBITDA | 1,996,686 | 2,512,618 |
Add back: |
Exceptional costs (note 6) | 1,386,640 | 540,967 |
EBITDA after exceptional costs | 3,383,326 | 3,053,585 |
Although the EBITDA figure is positive, the Directors and wider management team acknowledge that profitability levels need to improve. Post year end trading shows an increased growth in EBITDA. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The principal risks facing Old Mill Topco are as follows: |
1. Economic risks, and in particular, the ongoing risk of rising interest rates and inflation, though these are seen to be reducing compared to previous years. That being said, these risks continue to be compounded by the increase in conflicts around the world, notable in Europe and the Middle East. There is also the potential future impact of a devaluation of the US dollar or tariffs following the outcome of the 2024 US presidential election. To help manage these risks, multi-year financial forecasts have been produced, with different scenarios run for different levels of interest rates. |
2. The key to the Group's success is our people. We continue to manage this risk by offering a competitive range of salary and benefits, both of which we are continually benchmarking against the wider market place - please see the "Employees" section below for more details, including an update on our Employee benefits platform. We also have a strong commitment to the training and development of our people, giving them the opportunities they want for rewarding and successful careers. |
3. The risk that worse-than-expected trading performance in one or more of the business' subsidiary companies would impact their ability to make dividend and interest payments to Old Mill Topco. Again, a range of scenarios have been run to help manage and mitigate these risks. |
Old Mill Topco Limited (Registered number: 13639993) |
Group Strategic Report |
for the Year Ended 30 June 2024 |
4. As ever with any regulated industry, there is the risk of claim related costs. We continue to manage this risk in part by having a strong focus on technical training and ongoing improvement for our people, which in turn leads to a high standard of client service. This includes the use of Compliance-related KPIs as part of the annual appraisal process for our Partners and other key client advisers. In addition, we have robust PI cover in place. During the year we also enhanced our audit controls and one of our Audit Associate Directors, Matt Jeffery was approved by the ICAEW as an Audit Responsible Individual (RI), meaning that he is now eligible to sign off audit reports, and bringing our total number of Audit RIs to six. |
Financial risk management |
The Directors are responsible for monitoring financial risk. |
The Directors consider the Group to have a level of exposure that is normal for the sector in terms of price, credit, liquidity and cash flow risks, and are committed to reducing risks in all these areas where possible. For example, the Group is continuing to invest in technology to make it easier for its clients to pay their invoices. |
The Group does not enter into any formally designated hedging arrangements. |
Old Mill Topco Limited (Registered number: 13639993) |
Group Strategic Report |
for the Year Ended 30 June 2024 |
STAKEHOLDER ENGAGEMENT AND PROMOTING THE SUCCESS OF OLD MILL |
Each of the Directors is mindful of their duties under section 172 (s172) to run the group for the benefit of its shareholders, and in doing so, to take into account the long-term impact of any decisions on stakeholder relationships and the impact of its activities on its reputation for high standards of business conducted. This statement addresses the ways in which we as a Board deliver on this responsibility. |
Business restructure |
The recent business restructure and governance changes will play a key part in creating an environment (both operational and from a leadership and management perspective) that will enable the Board to fulfil its duties to the shareholders. |
Clients |
Old Mill continues to provide a comprehensive range of services, offering our clients a "one stop shop" for their accountancy, audit, outsourcing, pensions, tax and wealth management advice. During the year, to enhance this offering, we have continued with the integration of previous acquisitions, notably Brook Financial Management and Quro Financial Solutions. It is also worth noting that within our accountancy business, Old Mill has a client retention rate above 94%. |
Investment is a key part of being able to maintain and enhance service levels to our clients. During the year, we launched a pilot programme to begin trialling the use of Silverfin. This is a cloud platform which helps automate and improve processes used to prepare and complete working papers, financial statements, corporation tax and management reports. Early signs are extremely encouraging, and it is expected that the software will be rolled out to other areas of our accountancy business. |
Our Business Development and Marketing team also have a major role to play when it comes to engagement with our clients. During the year to 30 June 2024, they helped publish a wide range of articles and case studies to help promote to clients (and prospective clients) the high levels of expertise within Old Mill and the wide range of services we offer. |
Examples of articles published during the year include: |
- | How to run a small business |
- | VAT and school fees, including a guide to prepaid fees for parents |
- | A guide to due diligence necessary before buying a company |
- | IHT relief on the sale of assets within an estate |
- | The importance of working with a financial planner when considering the "Future of your farm". |
Employees |
The expertise, commitment, loyalty and dedication of our people are the single most important driver of our long term, sustainable success, with the average partner tenure being 19 years. Accordingly, we are firmly committed to ensuring equal opportunities and equal access to career development for everyone who works for Old Mill. |
We are proud that life in Old Mill is heavily influenced by our core values of Open-minded, Passionate and Lovely to work with, and indeed, these formed a core part of the way our business restructure was implemented. This included announcing the structure on a firmwide Teams call rather than simply relying on email, and following it up with a series of in-person roadshow / Q&A meetings across all our offices. |
We continue to invest in training and development in order to support the career aspirations of our people. |
In terms of ongoing engagement, there are regular team social events, ranging from low-key, such as local team lunches and rounders matches, right up to our annual Christmas parties. We have also reintroduced an All Firm away day so that everyone in the business is aware of our plans for the business, ranging from short term operational matters through to longer term strategic initiatives. |
Last year's report talked about the introduction of "Old Mill Xtra", a new employee platform which helps our people to save money and take care of their wellbeing. It was extremely pleasing to note that over the first year of the platform's life, over 90% of our people made use of it. |
Old Mill Topco Limited (Registered number: 13639993) |
Group Strategic Report |
for the Year Ended 30 June 2024 |
We have also continued to promote the Wellbeing of our people. During the year, activities included: |
- | A Get moving challenge to support Mental Health Awareness week. |
- | Regular Menopause café online meetings, open to all staff, which included a guest speaker slot from menopause nutritionist Julia Witherspoon. |
- | Encouraging everyone to take a break from work to have a drink and chat with a colleague as part of Dementia UK's Time for a Cuppa Week. |
We continue to hold quarterly presentations for all employees, which is an opportunity to update them on business performance, strategic initiatives and year-to-date financial results. We have also reinvigorated our staff forum meetings, with our CEO, MD and People Director now all attending regular face-to-face meetings in all offices. |
Shareholders |
Alongside our Employee Engagement, we also have a comprehensive programme for shareholder engagement. During the year, this included fortnightly Teams calls to update the senior leaders and employee shareholders on key operational and strategic matters. We have also re-introduced more formal, quarterly face-to-face meetings with the senior leaders and employee shareholders, spread across our offices. |
Our internal management accounts and KPIs are also shared with the senior leaders and employee shareholders every month, and we continue to hold ad hoc meetings as needed. |
Our senior leaders and employee shareholders also have access to our Non-executive board member as needed. |
Suppliers |
We are committed to treating our suppliers in the same way that we like our own clients to treat Old Mill. In particular, we operate a system of twice-monthly supplier payment runs to ensure invoices are paid on a timely basis. This is particularly important for all the small, local businesses that supply Old Mill. |
Community |
As a group firmly rooted in the South West, links with our local community are vitally important to us, and indeed, many of our employees and clients regularly socialise together away from work, for example at charity events. |
We frequently undertake events to support local charities (for example, sponsored cake sales), and also provide support and sponsorship to local clubs, charities and events, such as Young Farmers groups. |
Local causes supported during the year included: |
- | The Rotary Clubs of Shepton Mallet and Yeovil |
- | Wells Carnival |
- | Yeovil Hospital & School in a bag |
- | Stoke Sub Hamdon Football Club |
- | Wells and Horrington Cricket Club |
- | Hannah's Willberry Wonder Pony Charity |
We have also continued to be active in the wider professional community. Highlights over the year include: |
- | Ranked 42 in the Accountancy Age 50+50 top Accounting firms |
- |
Finalist in three categories (large firm, client service and progressive audit firm) in the Accountancy Excellence Awards |
- | Entreconf - Winner, best financial advisor firm |
- | Exeter living - Winner, best financial firm |
- | Top 100 Apprentice Employers - Position 47 |
The environment |
We are committed to improving our carbon footprint. For example, our Wells Office is fitted with solar panels, and we have now completed the replacement of the lighting in our Yeovil office (our largest premises) with more energy efficient LED units. In addition, every office is fully equipped with a range of recycling bins as well as video conferencing equipment to help to reduce the need for physical travel for meetings where possible. |
Our Old Mill Xtra platform (mentioned above) promotes a cycle to work scheme for our employees. |
Old Mill Topco Limited (Registered number: 13639993) |
Group Strategic Report |
for the Year Ended 30 June 2024 |
FUTURE DEVELOPMENTS |
The heart of Old Mill's proposition is delivering joined-up, relationship-led advice to our clients. The key to this, and to our future growth, is our commitment to enabling our people to learn and grow. To this end, we have relaunched our Learning & Development programme to support everyone in achieving their ambitions. |
Employee engagement and client satisfaction are key objectives, and the business will also build on the changes introduced at the end of the year ended 30 June 2024, with improved levels of profitability a further target. |
As part of the delivery of the long term strategy, the Directors remain open-minded to both the delivery of new services, and improving the way existing services are delivered. They also remain committed to making the necessary investments (be it in people, services or technology) to enable the Group to meet its growth targets. |
Although not a priority, the Directors will also remain alert to acquisitions should such opportunities arise. |
KATHLEEN KERSWELL |
Sadly, during the year one of our colleagues, Kathleen Kerswell, passed away. Kathleen was based in our Exeter office, though her kind, friendly and helpful nature meant she was known to many people throughout Old Mill. A number of Kathleen's former colleagues undertook the Hospiscare Summer Walk in July, raising over £2,500 in the process for the organisation which supported Kathleen in her final days. |
Kathleen is greatly missed by all those who worked with her. |
CONCLUSION |
The Directors consider Old Mill Topco, and the wider Old Mill group, to have had a difficult year. There have been a number of positive highlights, but equally more challenges than we would like. |
Difficult decisions have been taken, which although painful, will help position the business to deliver on its long term objectives, both financial and non-financial. |
ON BEHALF OF THE BOARD: |
Old Mill Topco Limited (Registered number: 13639993) |
Report of the Directors |
for the Year Ended 30 June 2024 |
The directors present their report with the financial statements of the company and the group for the year ended 30 June 2024. |
PRINCIPAL ACTIVITY |
The principal activity of the group in the year under review was that of the provision of professional, accounting, audit, tax, financial and related services. |
DIVIDENDS |
No ordinary dividends were distributed during the year. |
Preference dividends of £1,967,887 (2023 £1,962,510) were accrued of which £0 (2023 £1,105,000) were paid. |
DIRECTORS |
The directors who have held office during the period from 1 July 2023 to the date of this report are as follows: |
QUALIFYING THIRD PARTY INDEMNITY PROVISIONS |
The group has made qualifying third-party indemnity provisions for the benefit of its directors. |
POLITICAL DONATIONS AND EXPENDITURE |
The group made donations in the period of £18,842 none of which were political. The Company made no donations. |
STRATEGIC REPORT |
The company has chosen in accordance with Companies Act 2006, s414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of Future developments and Financial instrument risks. |
AUDITORS |
The auditor, Sumer Auditco Limited, are deemed to be reappointed under section 487(2) of the Companies Act 2006. |
Old Mill Topco Limited (Registered number: 13639993) |
Report of the Directors |
for the Year Ended 30 June 2024 |
ENGAGEMENT WITH EMPLOYEES |
The Directors of Old Mill have implemented a robust Employee Engagement framework across the Group. |
This includes: |
- | Welcome telephone call to all new employees from our CEO, which take place the week before they start with Old Mill. |
- | Quarterly, group-wide presentations for all employees. These are designed to provide employees with information on matters that concern them, including strategic decisions (for example, acquisitions), operational development of the Group (for example, investment in IT) and ongoing financial performance. |
- | Annual pay awards for our people, which are linked to both individual performance and external market forces (we undertake regular benchmarking exercises to ensure we are paying our people fairly and in line with market levels). |
- | Consulting employees on a regular basis via our long-standing staff forum meetings. These are supplemented by additional meetings over the course of the year on an ad hoc basis - for example, the meetings held over the last year to discuss the development of flexible working practices across the Group. |
During the year we also introduced a refreshed New client introduction scheme to encourage our people to win new clients and work for the business. We have also revised our bonus scheme, with a new quarterly scheme to reward performance introduced from 1 July 2024. |
DISABLED PERSONS |
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees. We are committed to ensuring that our interview process is accessible to all candidates, making reasonable adjustments or accommodations when required. These relate not only to physical disabilities but also neuro diverse conditions. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 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 and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
Old Mill Topco Limited (Registered number: 13639993) |
Report of the Directors |
for the Year Ended 30 June 2024 |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Old Mill Topco Limited |
Opinion |
We have audited the financial statements of Old Mill Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company affairs as at 30 June 2024 and of the group's loss for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 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 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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 the audit: |
- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Old Mill Topco Limited |
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 Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page nine, 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 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. |
Report of the Independent Auditors to the Members of |
Old Mill Topco Limited |
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 a Report of the Auditors 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: |
- | the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
- | we identified the laws and regulations applicable to the Company through discussions with the directors and other management, and from our commercial knowledge and experience; |
- | we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006, taxation legislation, employment, environmental and health and safety legislation; |
- | we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management, reviewing correspondence with industry regulators, and inspecting legal correspondence; and |
- |
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. |
We assessed the susceptibility of the Company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
- | making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and |
- | considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
To address the risk of fraud through management bias and override of controls, we: |
- | performed analytical procedures to identify any unusual or unexpected relationships; |
- | tested journal entries to identify unusual transactions; |
- | assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and |
- | investigated the rationale behind significant or unusual transactions. |
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
- | agreeing financial statement disclosures to underlying supporting documentation; |
- | reading the minutes of meetings of those charged with governance; |
- | enquiring of management as to actual and potential litigation and claims; and |
- | reviewing correspondence with HMRC, relevant regulators, and the Company's legal advisors. |
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 directors and other management and the inspection of regulatory and legal correspondence, if any. |
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or 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 Report of the Auditors. |
Report of the Independent Auditors to the Members of |
Old Mill Topco Limited |
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 a Report of the Auditors 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. |
for and on behalf of |
Statutory Auditor |
5 Barnfield Crescent |
Exeter |
Devon |
EX1 1QT |
Old Mill Topco Limited (Registered number: 13639993) |
Consolidated |
Income Statement |
for the Year Ended 30 June 2024 |
30.6.24 | 30.6.23 |
as restated |
Notes | £ | £ |
TURNOVER | 3 | 28,420,188 | 25,881,437 |
Cost of sales | (16,653,462 | ) | (15,976,535 | ) |
GROSS PROFIT | 11,766,726 | 9,904,902 |
Administrative expenses | (11,622,149 | ) | (9,183,926 | ) |
144,577 | 720,976 |
Other operating income | 29,955 | 30,386 |
OPERATING PROFIT | 5 | 174,532 | 751,362 |
Interest receivable and similar income | 7 | 5,983 | 6,246 |
180,515 | 757,608 |
Interest payable and similar expenses | 8 | (3,113,924 | ) | (2,835,968 | ) |
LOSS BEFORE TAXATION | (2,933,409 | ) | (2,078,360 | ) |
Tax on loss | 9 | (120,507 | ) | (390,749 | ) |
LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
Loss attributable to: |
Owners of the parent | (3,053,916 | ) | (2,469,109 | ) |
Old Mill Topco Limited (Registered number: 13639993) |
Consolidated |
Other Comprehensive Income |
for the Year Ended 30 June 2024 |
30.6.24 | 30.6.23 |
as restated |
Notes | £ | £ |
LOSS FOR THE YEAR | (3,053,916 | ) | (2,469,109 | ) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(3,053,916 |
) |
(2,469,109 |
) |
Total comprehensive income attributable to: |
Owners of the parent | (3,053,916 | ) | (2,469,109 | ) |
Old Mill Topco Limited (Registered number: 13639993) |
Consolidated Balance Sheet |
30 June 2024 |
30.6.24 | 30.6.23 |
as restated |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 12 | 23,385,309 | 24,984,766 |
Tangible assets | 13 | 729,703 | 777,493 |
Investments | 14 | - | - |
24,115,012 | 25,762,259 |
CURRENT ASSETS |
Stocks | 15 | - | 525 |
Debtors | 16 | 6,311,726 | 6,405,175 |
Cash at bank and in hand | 818,106 | 766,284 |
7,129,832 | 7,171,984 |
CREDITORS |
Amounts falling due within one year | 17 | 11,039,512 | 7,130,676 |
NET CURRENT (LIABILITIES)/ASSETS | (3,909,680 | ) | 41,308 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
20,205,332 |
25,803,567 |
CREDITORS |
Amounts falling due after more than one year |
18 |
(24,857,073 |
) |
(27,392,868 |
) |
PROVISIONS FOR LIABILITIES | 22 | (358,254 | ) | (366,778 | ) |
NET LIABILITIES | (5,009,995 | ) | (1,956,079 | ) |
CAPITAL AND RESERVES |
Called up share capital | 23 | 127,652 | 127,652 |
Share premium | 24 | 26,323 | 26,323 |
Retained earnings | 24 | (5,163,970 | ) | (2,110,054 | ) |
SHAREHOLDERS' FUNDS | (5,009,995 | ) | (1,956,079 | ) |
The financial statements were approved by the Board of Directors and authorised for issue on 11 March 2025 and were signed on its behalf by: |
M J Neath - Director |
Old Mill Topco Limited (Registered number: 13639993) |
Company Balance Sheet |
30 June 2024 |
30.6.24 | 30.6.23 |
as restated |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 12 |
Tangible assets | 13 |
Investments | 14 |
CURRENT ASSETS |
Debtors | 16 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 17 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
18 |
NET LIABILITIES | ( |
) | ( |
) |
CAPITAL AND RESERVES |
Called up share capital | 23 |
Share premium | 24 |
Retained earnings | 24 | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
Company's loss for the financial year | (2,320,326 | ) | (866,985 | ) |
The financial statements were approved by the Board of Directors and authorised for issue on |
Old Mill Topco Limited (Registered number: 13639993) |
Consolidated Statement of Changes in Equity |
for the Year Ended 30 June 2024 |
Called up |
share | Retained | Share | Total |
capital | earnings | premium | equity |
£ | £ | £ | £ |
Balance at 1 July 2022 | 127,652 | 359,055 | 26,323 | 513,030 |
Changes in equity |
Total comprehensive income | - | (2,469,109 | ) | - | (2,469,109 | ) |
Balance at 30 June 2023 | 127,652 | (2,110,054 | ) | 26,323 | (1,956,079 | ) |
Changes in equity |
Total comprehensive income | - | (3,053,916 | ) | - | (3,053,916 | ) |
Balance at 30 June 2024 | 127,652 | (5,163,970 | ) | 26,323 | (5,009,995 | ) |
Old Mill Topco Limited (Registered number: 13639993) |
Company Statement of Changes in Equity |
for the Year Ended 30 June 2024 |
Called up |
share | Retained | Share | Total |
capital | earnings | premium | equity |
£ | £ | £ | £ |
Balance at 1 July 2022 |
Changes in equity |
Total comprehensive income | - | ( |
) | - | ( |
) |
Balance at 30 June 2023 | ( |
) | ( |
) |
Changes in equity |
Total comprehensive income | - | ( |
) | - | ( |
) |
Balance at 30 June 2024 | ( |
) | ( |
) |
Old Mill Topco Limited (Registered number: 13639993) |
Consolidated Cash Flow Statement |
for the Year Ended 30 June 2024 |
30.6.24 | 30.6.23 |
as restated |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 4,504,645 | 2,745,323 |
Interest paid | (1,146,037 | ) | (873,458 | ) |
Finance costs paid | (1,967,887 | ) | (1,105,000 | ) |
Tax paid | (615,283 | ) | (503,533 | ) |
Net cash from operating activities | 775,438 | 263,332 |
Cash flows from investing activities |
Purchase of intangible fixed assets | - | (707,334 | ) |
Purchase of tangible fixed assets | (169,967 | ) | (156,351 | ) |
Interest received | 5,983 | 6,246 |
Net cash from investing activities | (163,984 | ) | (857,439 | ) |
Cash flows from financing activities |
New loans in year | 2,350,626 | 6,100,000 |
Loan repayments in year | (2,627,476 | ) | (7,466,090 | ) |
Capital repayments in year | (91,738 | ) | (100,793 | ) |
Net cash from financing activities | (368,588 | ) | (1,466,883 | ) |
Increase/(decrease) in cash and cash equivalents | 242,866 | (2,060,990 | ) |
Cash and cash equivalents at beginning of year |
2 |
(311,996 |
) |
1,748,994 |
Cash and cash equivalents at end of year | 2 | (69,130 | ) | (311,996 | ) |
Old Mill Topco Limited (Registered number: 13639993) |
Notes to the Consolidated Cash Flow Statement |
for the Year Ended 30 June 2024 |
1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
30.6.24 | 30.6.23 |
as restated |
£ | £ |
Loss before taxation | (2,933,409 | ) | (2,078,360 | ) |
Depreciation charges | 1,822,154 | 1,761,249 |
Loss on disposal of fixed assets | 1,962 | 6,419 |
Movement in provisions | 78,036 | 12,599 |
Impairment of goodwill | - | (16,705 | ) |
Finance costs | 3,113,924 | 2,835,968 |
Finance income | (5,983 | ) | (6,246 | ) |
2,076,684 | 2,514,924 |
Decrease in stocks | 525 | - |
Decrease in trade and other debtors | 526,839 | 815,574 |
Increase/(decrease) in trade and other creditors | 1,900,597 | (585,175 | ) |
Cash generated from operations | 4,504,645 | 2,745,323 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 30 June 2024 |
30.6.24 | 1.7.23 |
£ | £ |
Cash and cash equivalents | 818,106 | 766,284 |
Bank overdrafts | (887,236 | ) | (1,078,280 | ) |
(69,130 | ) | (311,996 | ) |
Year ended 30 June 2023 |
30.6.23 | 1.7.22 |
as restated |
£ | £ |
Cash and cash equivalents | 766,284 | 1,748,994 |
Bank overdrafts | (1,078,280 | ) | - |
(311,996 | ) | 1,748,994 |
Old Mill Topco Limited (Registered number: 13639993) |
Notes to the Consolidated Cash Flow Statement |
for the Year Ended 30 June 2024 |
3. | ANALYSIS OF CHANGES IN NET DEBT |
Other |
non-cash |
At 1.7.23 | Cash flow | changes | At 30.6.24 |
£ | £ | £ | £ |
Net cash |
Cash at bank |
and in hand | 766,284 | 51,822 | 818,106 |
Bank overdrafts | (1,078,280 | ) | 191,044 | (887,236 | ) |
(311,996 | ) | 242,866 | (69,130 | ) |
Debt |
Finance leases | (194,761 | ) | 91,738 | - | (166,877 | ) |
Debts falling due |
within 1 year | (424,953 | ) | (794,896 | ) | - | (1,219,849 | ) |
Debts falling due |
after 1 year | (18,816,811 | ) | 1,071,746 | - | (17,745,065 | ) |
(19,436,525 | ) | 368,588 | - | (19,131,791 | ) |
Total | (19,748,521 | ) | 611,454 | - | (19,200,921 | ) |
Old Mill Topco Limited (Registered number: 13639993) |
Notes to the Consolidated Financial Statements |
for the Year Ended 30 June 2024 |
1. | STATUTORY INFORMATION |
Old Mill Topco Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page. |
The presentation currency of the financial statements is the Pound Sterling (£). Monetary amounts in these financial statements are rounded to the nearest £. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention. |
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, that 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 exemption under paragraph 1.12(b) of FRS 102 not to present the company statement of cash flows. |
Going concern |
The group and company financial statements are prepared on the basis that both are going concerns. Both financial statements show negative equity positions but this was expected when the group reconstruction took place in the period October 2021 to April 2022. Banking arrangements are in place which expect this position and there are group banking covenants which continue to be met which ensure that the Company continues to be supported by its bankers. |
Basis of consolidation |
The merger of the Company's subsidiaries for the purpose of group accounts has been prepared using the purchase method. This method recognises the fair value of the consideration paid and where this exceeds the net assets purchased, the excess is treated as goodwill on acquisition. |
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. |
Where a Company is acquired during the period only the group's share of the results of the Company acquired are recognised in retained earnings. |
On consolidation, all group period end balances are excluded from the financial statements unless otherwise stated. The value of investments in the parent company are excluded together with the share capital of each subsidiary and its pre acquisition reserves. Transactions between group members are excluded including income, expense, dividends and profits and losses on assets where appropriate. |
Old Mill Topco Limited (Registered number: 13639993) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2024 |
2. | ACCOUNTING POLICIES - continued |
Critical accounting judgements and key sources of estimation uncertainty |
In the application of the company's accounting policies, which are described below, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying 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 accounted for in the period in which the estimate is revised if the revision only affects that period, or in the period of revision and future periods if the revision affects both current and future periods. |
The key sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements are described below. |
a) There is an element of estimation and judgement made by the company when considering the bad debt provision included within trade debtors. The value of the client balances recoverable is considered on a case by case basis. The provision for bad debts against the trade debtor balance at the end of the year was £189,917 (2023 £147,765). |
b) Amounts recoverable under contracts represents work done at the year end where a continuing right to receive income exists and is valued at the estimated amount recoverable in excess of fees already rendered on account. As such this amount is estimated and is never certain until the income is received. Where fees received are in excess of the work done, these amounts are shown in creditors as payments on account. The relevant amounts are disclosed in notes 16 and 17. |
c) In determining the estimated life of goodwill the company has considered the average life of a client and concluded periods of 8,10 or 20 years to be appropriate depending upon the circumstance. Each year the company reviews this policy to ensure it remains appropriate. For further information in respect of goodwill amortisation for the year refer to note 12. |
d) The value of unbilled commission income is shown within prepayments and accrued income. In arriving at the carrying value shown in the balance sheet, judgements are made about the estimated billable value on a case by case basis.The provision for unbilled commission at the year end was £646,733 (2023 £601,315). |
Turnover |
Turnover represents revenue earned under a wide variety of contracts to provide professional services. Revenue is recognised as earned when, and to the extent that, the firm obtains the right to consideration in exchange for its performance under these contracts. It is measured at the fair value of the right to consideration, which represents amounts chargeable to clients, including expenses and disbursements but excluding value added tax. |
Revenue is generally recognised as contract activity progresses so that for incomplete contracts it reflects the partial performance of the contractual obligations. For such contracts the amount of revenue reflects the accrual of the right to consideration by reference to the value of work performed. Revenue not billed to clients is included in debtors and payments on account in excess of the relevant amount of revenue are included in creditors. |
Tangible fixed assets |
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter. |
Leasehold improvements - Straight line over 10 years and Straight line over 15 years |
Plant and machinery - Straight line over 2 - 5 years |
Tangible fixed assets held for the group's own use are stated at cost less accumulated depreciation and accumulated impairment losses. |
Assets held under finance leases are depreciated in the same way as owned assets. |
At each balance sheet date, the company reviews the carrying value of its tangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an 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 the asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. |
Old Mill Topco Limited (Registered number: 13639993) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2024 |
2. | ACCOUNTING POLICIES - continued |
Inventories |
Inventories are valued at the lower of cost and estimated selling price less costs to complete and sell. |
Financial instruments |
(i) Financial assets |
Basic financial assets, including trade and other debtors are initially recognised at the transaction price and therefore stated at amortised cost using the effective interest method, less impairment losses for bad and doubtful debts except where the effect of discounting would be immaterial. In such cases, the debtors are stated at cost less impairment losses for bad and doubtful debts. |
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. |
(ii) Financial liabilities |
Basic financial liabilities, including trade and other creditors, bank loans, preference shares and other loans are initially recognised at transaction price, unless the arrangement constitutes a financing transaction. |
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Creditors 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. |
Interest paid on preference shares is recognised in the Consolidated income statement as interest payable and similar expenses. Preference shares are recognised as debt within the financial statements and are recorded as creditors. |
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. |
Taxation |
Taxation for the year comprises of current and deferred tax. Tax is recognised in the Consolidated Income Statement except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Old Mill Topco Limited (Registered number: 13639993) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2024 |
2. | ACCOUNTING POLICIES - continued |
Hire purchase and leasing commitments |
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter. |
The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability. |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
Cash and cash equivalents |
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and other short-term liquid investments with original maturities of three months or less. |
Equity instruments |
Equity instruments issued by the company 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 company. |
Goodwill |
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirers interest in the fair value 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 Statement of comprehensive income over its useful economic life. |
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. |
The estimated useful lives range as follows; |
Goodwill - 8 years & 20 years |
Where goodwill is recognised on acquisition in the consolidated financial statements it is amortised at the same rates. |
Amounts recoverable under contract |
Amounts recoverable under contract are recognised in Debtors and represents work done at the year end where a continuing right to receive income exists and is valued at the estimated amount recoverable in excess of fees already rendered on account. Where income has been recognised in advance of work being completed, this is recognised under Creditors as Payments on Account. |
Dilapidations |
The financial statements provide for expected future dilapidation costs and disclosure is made as a provision. The company obtain an annual review from a suitably qualified person as well as the director's using their own best estimate. Any movement in provision is charged or credited to the income statement. |
Exceptional items |
The group classifies certain one-off charges or credits that have a material impact on the group’s |
financial results as ‘exceptional items’. These are disclosed separately to provide further understanding of the financial performance of the group. |
Employee benefits; termination payments |
Where employees are entitled to benefits as a result of termination of employment, such benefits are charged to the Income Statement immediately. Where the liability is unpaid at the year end any amount outstanding is recognised as a creditor due in less than one year. |
Old Mill Topco Limited (Registered number: 13639993) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2024 |
3. | TURNOVER |
The turnover and loss before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by class of business is given below: |
30.6.24 | 30.6.23 |
as restated |
£ | £ |
Financial and related services | 28,420,188 | 25,881,437 |
28,420,188 | 25,881,437 |
An analysis of turnover by geographical market is given below: |
30.6.24 | 30.6.23 |
as restated |
£ | £ |
United Kingdom | 28,339,360 | 25,778,024 |
Europe | 43,220 | 47,387 |
North America | 9,250 | 6,165 |
Other | 28,358 | 49,861 |
28,420,188 | 25,881,437 |
4. | EMPLOYEES AND DIRECTORS |
30.6.24 | 30.6.23 |
as restated |
£ | £ |
Wages and salaries | 16,051,238 | 14,781,623 |
Social security costs | 1,564,957 | 1,438,386 |
Other pension costs | 991,435 | 831,724 |
18,607,630 | 17,051,733 |
The average number of employees during the year was as follows: |
30.6.24 | 30.6.23 |
as restated |
Directors | 4 | 3 |
Productive | 310 | 300 |
Support | 89 | 106 |
The Company had 1 employee (2023 - 1) for the year who is included in the above analysis. |
30.6.24 | 30.6.23 |
as restated |
£ | £ |
Directors' remuneration | 551,547 | 360,985 |
Directors' pension contributions to money purchase schemes | 15,044 | 11,087 |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes | 3 | 2 |
Old Mill Topco Limited (Registered number: 13639993) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2024 |
4. | EMPLOYEES AND DIRECTORS - continued |
Information regarding the highest paid director is as follows: |
30.6.24 | 30.6.23 |
as restated |
£ | £ |
Emoluments etc | 121,367 | 175,718 |
Pension contributions to money purchase schemes | 7,282 | - |
5. | OPERATING PROFIT |
The operating profit is stated after charging: |
30.6.24 | 30.6.23 |
as restated |
£ | £ |
Other operating leases | 491,356 | 514,968 |
Depreciation - owned assets | 209,940 | 213,031 |
Depreciation - assets on hire purchase contracts | 69,709 | 56,482 |
Loss on disposal of fixed assets | 1,962 | 6,419 |
Goodwill amortisation | 1,542,505 | 1,491,743 |
Auditors' remuneration | 13,500 | 13,000 |
The auditing of accounts of any associate of the company | 36,000 | 43,800 |
Taxation compliance services | - | 5,100 |
Other non- audit services | 21,500 | 25,800 |
Bad debts | 90,048 | 118,591 |
Reorganisation expense (note 6) | 1,386,840 | - |
6. | EXCEPTIONAL ITEMS |
During the year, costs were incurred in respect of a restructure of the Company's Board, including its Executive team, amounting to £657,813. This figure includes the payment of settlement agreements, external legal advice and the cost of additional HR and Operations support required by the business during the restructure period. The total expense is included in administration expenses in the Profit and Loss Account. |
Additional costs in respect of a business restructure amounted to £728,827. This figure includes settlement payments and external legal advice. This expense is also included in administration expenses in the Profit and Loss Account. |
As reported in the 2023 financial statements, loans by the Company to certain shareholders amounting to £540,967 were written off in that accounting period. The total expense is included in administration expenses in the Profit and Loss Account. |
Total exceptional costs for the year were therefore £1,386,640 (2023 £540,967). |
7. | INTEREST RECEIVABLE AND SIMILAR INCOME |
30.6.24 | 30.6.23 |
as restated |
£ | £ |
Deposit account & other interest | 5,983 | 6,246 |
8. | INTEREST PAYABLE AND SIMILAR EXPENSES |
30.6.24 | 30.6.23 |
as restated |
£ | £ |
Bank interest | 15,605 | - |
Bank loan interest | 495,098 | 385,929 |
Other interest | 635,334 | 487,529 |
Preference share dividend | 1,967,887 | 1,962,510 |
3,113,924 | 2,835,968 |
Old Mill Topco Limited (Registered number: 13639993) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2024 |
9. | TAXATION |
Analysis of the tax charge |
The tax charge on the loss for the year was as follows: |
30.6.24 | 30.6.23 |
as restated |
£ | £ |
Current tax: |
UK corporation tax | 207,067 | 333,597 |
Deferred tax | (86,560 | ) | 57,152 |
Tax on loss | 120,507 | 390,749 |
UK corporation tax has been charged at 25 % . |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
30.6.24 | 30.6.23 |
as restated |
£ | £ |
Loss before tax | (2,933,409 | ) | (2,078,360 | ) |
Loss multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 20.500 %) |
(733,352 |
) |
(426,064 |
) |
Effects of: |
Expenses not deductible for tax purposes | 11,168 | 105,812 |
Capital allowances in excess of depreciation | - | (8,951 | ) |
Preference dividend | 491,972 | 402,315 |
Unrelieved losses | - | (14,857 | ) |
Goodwill amortisation | 358,584 | 302,381 |
Movement in deferred tax due to change in tax rates | (35,217 | ) | 30,113 |
Movement in deferred tax not recognised | (9,163 | ) | - |
Group losses relieved at lower tax rates | 15,855 | - |
Tax reduction due to lower rates in certain subsidiaries | 20,660 | - |
Total tax charge | 120,507 | 390,749 |
10. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
11. | PRIOR YEAR ADJUSTMENT |
An amendment has been made to the 2023 comparative figures, to correct a prior period error in relation to management charges within the group. Cost of sales has been reduced by £4,375,186 and Administrative expenses has been increased by the same amount. There has been no adjustment to Operating Profit or the Loss for 2023. |
The above amendment resulted in a reanalysis of the average number of employees disclosed in note 4 to the accounts. The numbers of Productive employees was amended from 328 to 300 and the number of Support employees amended from 78 to 106. The total number of employees remained the same. |
Old Mill Topco Limited (Registered number: 13639993) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2024 |
12. | INTANGIBLE FIXED ASSETS |
Group |
Goodwill |
£ |
COST |
At 1 July 2023 | 27,199,112 |
Impairments | (56,952 | ) |
At 30 June 2024 | 27,142,160 |
AMORTISATION |
At 1 July 2023 | 2,214,346 |
Amortisation for year | 1,542,505 |
At 30 June 2024 | 3,756,851 |
NET BOOK VALUE |
At 30 June 2024 | 23,385,309 |
At 30 June 2023 | 24,984,766 |
Amortisation is included in administrative expenses within the financial statements. |
Impairments of goodwill are in respect of a reduction of the purchase price of the goodwill of a business. The reduction in cost is recognised against the deferred consideration. The impairment in amortisation is recognised as a reduction in administrative expenses in the financial statements. |
13. | TANGIBLE FIXED ASSETS |
Group |
Long | Plant and | Computer |
leasehold | machinery | equipment | Totals |
£ | £ | £ | £ |
COST |
At 1 July 2023 | 276,327 | 657,696 | 32,605 | 966,628 |
Additions | 45,767 | 172,714 | 15,340 | 233,821 |
Disposals | - | (175,755 | ) | - | (175,755 | ) |
At 30 June 2024 | 322,094 | 654,655 | 47,945 | 1,024,694 |
DEPRECIATION |
At 1 July 2023 | 47,036 | 126,339 | 15,760 | 189,135 |
Charge for year | 41,789 | 226,106 | 11,754 | 279,649 |
Eliminated on disposal | - | (173,793 | ) | - | (173,793 | ) |
At 30 June 2024 | 88,825 | 178,652 | 27,514 | 294,991 |
NET BOOK VALUE |
At 30 June 2024 | 233,269 | 476,003 | 20,431 | 729,703 |
At 30 June 2023 | 229,291 | 531,357 | 16,845 | 777,493 |
Depreciation is included in administrative expenses within the financial statements. |
Old Mill Topco Limited (Registered number: 13639993) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2024 |
13. | TANGIBLE FIXED ASSETS - continued |
Group |
Fixed assets, included in the above, which are held under hire purchase contracts are as follows: |
Long | Plant and |
leasehold | machinery | Totals |
£ | £ | £ |
COST |
At 1 July 2023 | 62,137 | 236,424 | 298,561 |
Additions | - | 69,336 | 69,336 |
Transfer to ownership | - | (21,749 | ) | (21,749 | ) |
At 30 June 2024 | 62,137 | 284,011 | 346,148 |
DEPRECIATION |
At 1 July 2023 | 11,230 | 51,938 | 63,168 |
Charge for year | 8,984 | 60,725 | 69,709 |
Transfer to ownership | - | (15,720 | ) | (15,720 | ) |
At 30 June 2024 | 20,214 | 96,943 | 117,157 |
NET BOOK VALUE |
At 30 June 2024 | 41,923 | 187,068 | 228,991 |
At 30 June 2023 | 50,907 | 184,486 | 235,393 |
Old Mill Topco Limited (Registered number: 13639993) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2024 |
14. | FIXED ASSET INVESTMENTS |
Company |
The company's investments at the Balance Sheet date in the share capital of companies include the following subsidiaries: |
Registered Office |
Nature of business |
Equity ownership |
Registered Number |
Old Mill Accountancy Limited | As parent | Accountants | 100% Ordinary | 13566765 |
Old Mill Trust Corporation Limited (a subsidiary of Old Mill Accountancy Limited) |
As parent | Financial Management |
100% Ordinary | 11082312 |
Old Mill Audit Limited | As parent | Statutory Auditors |
100% Ordinary B | 13569729 |
Old Mill Jackson Limited | As parent | Accountants | 100% Ordinary A &100% Ordinary B |
05869107 |
Old Mill Financial Planning Limited |
As parent | Financial Advisers |
100% Ordinary | 13565826 |
Brook Financial Management Limited |
Meads Barn, Ashwell, TA19 9DX |
Accountants | 100% Ordinary | 05856521 |
Quro Financial Solutions Ltd |
As parent |
Financial Intermediation |
100% Ordinary A |
07776371 |
Old Mill Financial Planning Services Limited |
As parent | Dormant | 100% Ordinary | 15694237 |
All ownership is in the name of the parent Company with the exception of Old Mill Trust Corporation Limited. |
All the above subsidiaries are included in the consolidation. In order to comply with Audit Regulations, Ordinary A shares of Old Mill Audit Limited are owned by the Responsible Individuals. However, effective and beneficial ownership is held by Old Mill Topco Limited. |
In respect of the above subsidiaries, Old Mill Audit Limited, Old Mill Jackson Limited, Old Mill Trust Corporation Limited, Brook Financial Management Limited, Quro Financial Solutions Ltd and Old Mill Financial Planning Services Limited are exempt from audit under section 479A Companies Act 2006. |
15. | STOCKS |
Group |
30.6.24 | 30.6.23 |
as restated |
£ | £ |
Stocks | - | 525 |
Old Mill Topco Limited (Registered number: 13639993) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2024 |
16. | DEBTORS |
Group | Company |
30.6.24 | 30.6.23 | 30.6.24 | 30.6.23 |
as restated | as restated |
£ | £ | £ | £ |
Amounts falling due within one year: |
Trade debtors | 3,778,746 | 4,003,312 |
Amounts owed by group undertakings | - | - |
Amounts recoverable on contract | 484,566 | 600,038 |
Other debtors | 130,838 | 218,915 |
Tax | 176,005 | - |
VAT | - | - |
Prepayments and accrued income | 1,741,571 | 1,582,910 |
6,311,726 | 6,405,175 |
Amounts falling due after more than one | year: |
Amounts owed by group undertakings | - | - |
Aggregate amounts | 6,311,726 | 6,405,175 |
Amounts owed by group undertakings are made up of two parts. The initial part (from the 2022 group restructure) is repayable on the same terms as the group bank debt. Further loans have no repayment terms. All loans are unsecured and carry interest at the same rate as the group bank debt. |
17. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
30.6.24 | 30.6.23 | 30.6.24 | 30.6.23 |
as restated | as restated |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 19) | 1,864,041 | 1,474,796 |
Other loans (see note 19) | 243,044 | 28,437 |
Hire purchase contracts (see note 20) | 95,859 | 92,823 |
Payments on account | 359,459 | 102,074 |
Trade creditors | 733,019 | 724,213 |
Amounts owed to group undertakings | - | - |
Tax | 134,104 | 366,315 |
Social security and other taxes | 623,861 | 547,274 |
VAT | 587,076 | 635,610 | - | - |
Other creditors | 5,380,639 | 2,767,583 |
Accruals and deferred income | 1,018,410 | 391,551 |
11,039,512 | 7,130,676 |
Amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand. |
An adjustment has been made to the 2023 comparative figures reflecting an improved analysis of Accruals, shown within creditors due within one year. Other creditors have reduced by £99,433 whilst Accruals and deferred income have increased by the same amount. |
Included within accruals and deferred income are termination benefits of £365,398 relating to redundancy payments, national insurance and pension costs. |
Old Mill Topco Limited (Registered number: 13639993) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2024 |
18. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
30.6.24 | 30.6.23 | 30.6.24 | 30.6.23 |
as restated | as restated |
£ | £ | £ | £ |
Bank loans (see note 19) | 4,661,644 | 5,733,390 |
Preference shares (see note 19) | 13,083,421 | 13,083,421 |
Hire purchase contracts (see note 20) | 71,018 | 101,938 |
Other creditors | 40,990 | 1,474,119 |
Shareholder loans | 7,000,000 | 7,000,000 | 7,000,000 | 7,000,000 |
24,857,073 | 27,392,868 |
Group |
Included in Other creditors (both "falling due within one year" and "falling due after more than one year") are amounts relating to deferred consideration payable as part of business combinations in preceding years. These are referred to in previous years financial statements. The amounts are £1,723,319 and £0 (2023- £999,751 and £1,427,849) respectively. Such amounts are payable via instalments. |
Company |
In respect of the deferred consideration above, Other creditors for the company includes an amount of £277,081 (2023- £0) which is all repayable within one year. An amount of £0 (2023- £428,098) is repayable in more than one year. |
19. | LOANS |
An analysis of the maturity of loans is given below: |
Group | Company |
30.6.24 | 30.6.23 | 30.6.24 | 30.6.23 |
as restated | as restated |
£ | £ | £ | £ |
Amounts falling due within one year or on | demand: |
Bank overdrafts | 887,236 | 1,078,280 |
Bank loans | 976,805 | 396,516 |
Other loans | 243,044 | 28,437 |
2,107,085 | 1,503,233 |
Amounts falling due between one and two | years: |
Bank loans - 1-2 years | 2,879,358 | 821,053 | 2,879,358 | 821,053 |
Amounts falling due between two and five | years: |
Bank loans - 2-5 years | 1,782,286 | 4,912,337 |
Amounts falling due in more than five years: |
Repayable by instalments |
Preference shares | 13,083,421 | 13,083,421 | 13,083,421 | 13,083,421 |
Old Mill Topco Limited (Registered number: 13639993) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2024 |
19. | LOANS - continued |
At the Balance Sheet date the group's outstanding bank loans were as follows:- |
Overdraft | Balance | Interest rate | Renewal date |
Overdraft 1 | £586,393 | 3.07% over base rate | August 2024 |
Overdraft 2 | £300,842 | 3.07% over base rate | August 2024 |
Loan | Balance | Interest rate | Repayment date |
Subsidiary Purchase Loan 1 | £4,100,000 | 2.95% over base rate | June 2028 |
Subsidiary Purchase Loan 2 | £2,000,000 | 2.95% over base rate | June 2028 |
CBILS Loan | £19,892 | 2.5% | May 2026 |
The loan security is set out in note 21 to the accounts. |
In addition to the above the group has three specific loans totalling £243,044 (£28,438) to aide the funding of software licences, regulatory fees and similar. All loans are short term and unsecured. |
To assist with the purchase of the former Old Mill LLP's in October 2021, certain shareholders loaned money to the parent. Total loans outstanding are £7,000,000 (2023- £7,000,000). Interest is payable at the rate of 3.28% over base rate. |
Details of shares shown as liabilities are as follows: |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 30.6.24 | 30.6.23 |
value: | as restated |
£ | £ |
Preference | £0.01 | 13,083,421 | 13,083,421 |
Preference shares are non voting. As regards to income each preference share accrues a fixed accumulative preferential dividend at the rate of 15% per annum. As regards capital, preference shares rank in priority in respect of any unpaid preferential dividend plus subscription price, and in all other respects, the preference shares rank pari passu with the ordinary shares. |
Further information concerning preference shares is set out in note 23. |
20. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Hire purchase contracts |
30.6.24 | 30.6.23 |
as restated |
£ | £ |
Net obligations repayable: |
Within one year | 95,859 | 92,823 |
Between one and five years | 71,018 | 101,938 |
166,877 | 194,761 |
Finance contracts relate to the purchase of fixed assets used for the Company's activities. All finance contracts are on standard commercial terms. |
Old Mill Topco Limited (Registered number: 13639993) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2024 |
20. | LEASING AGREEMENTS - continued |
Group |
Non-cancellable |
operating leases |
30.6.24 | 30.6.23 |
as restated |
£ | £ |
Within one year | 509,860 | 506,730 |
Between one and five years | 1,670,733 | 1,934,010 |
In more than five years | 971,950 | 1,321,792 |
3,152,543 | 3,762,532 |
21. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group | Company |
30.6.24 | 30.6.23 | 30.6.24 | 30.6.23 |
as restated | as restated |
£ | £ | £ | £ |
Bank overdrafts | 887,236 | 1,078,280 |
Bank loans | 5,638,449 | 6,129,906 |
Hire purchase contracts | 166,877 | 194,761 | - | - |
6,692,562 | 7,402,947 |
Hire purchase contracts are secured against the specific assets purchased under those agreements. |
Bank loans and Overdrafts are secured by a fixed charge over present and future land, plant and machinery, goodwill, uncalled capital, stock and other securities, investment in subsidiaries and intellectual property. A floating charge over the property and undertakings of the company. The CBILS loan carries an 80% Government guarantee. |
22. | PROVISIONS FOR LIABILITIES |
Group |
Deferred Tax |
Balances brought forward | £155,901 |
Charge for the period | (£62,078 | ) |
Balance carried forward | £93,823 |
All deferred tax balances relate to the timing differences between the accounting treatment of the purchase of fixed assets and the tax treatment of the same purchase. No reversal of this timing difference is expected in the next financial year due to the continued investment in fixed assets. |
Other provisions - dilapidations |
Balances arising on purchase of subsidiaries | £210,877 |
Charge for the period | £78,036 |
Balance carried forward | £288,913 |
The group has an obligation to repair damage arising in respect of property leases. Such damage may arise through wear and tear or alterations. The cost is charged to the Income statement as the obligation arises. Property leases do not expire until 2028 and therefore no reversal is expected in the next financial year. |
Company |
No balances arise. |
Old Mill Topco Limited (Registered number: 13639993) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2024 |
23. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 30.6.24 | 30.6.23 |
value: | as restated |
£ | £ |
Ordinary | £0.01 | 127,652 | 127,652 |
The ordinary shares are voting. As to income, subject to payment of the preferential dividend, the ordinary shares rank pari passu with the preference shares. As to capital, the ordinary shares are entitled to the balance of any capital sum after payment of the preferential dividend plus subscription price. In all other respects, the ordinary shares rank pari passu to the preference shares. |
Ordinary shares referred to in the financial statements are entirely "A Ordinary Shares". Preference shares are entirely "A Preference Shares". |
24. | RESERVES |
Group |
Retained | Share |
earnings | premium | Totals |
£ | £ | £ |
At 1 July 2023 | (2,110,054 | ) | 26,323 | (2,083,731 | ) |
Deficit for the year | (3,053,916 | ) | (3,053,916 | ) |
At 30 June 2024 | (5,163,970 | ) | 26,323 | (5,137,647 | ) |
Company |
Retained | Share |
earnings | premium | Totals |
£ | £ | £ |
At 1 July 2023 | ( |
) | (690,606 | ) |
Deficit for the year | ( |
) | ( |
) |
At 30 June 2024 | ( |
) | (3,010,932 | ) |
The company's share premium reserve relates to the difference between the consideration on the purchase of the shares in a subsidiary and the consideration paid, consideration deferred and the nominal value of the shares issued. |
25. | CAPITAL COMMITMENTS |
30.6.24 | 30.6.23 |
as restated |
£ | £ |
Contracted but not provided for in the |
financial statements | - | 22,070 |
All commitments relate to the Group. The Company has no Capital Commitments. |
Old Mill Topco Limited (Registered number: 13639993) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2024 |
26. | OTHER FINANCIAL COMMITMENTS |
The company has a limited inter-company guarantee of £9,500,000 with other related parties in respect of a group banking arrangement. |
In addition to the loans set out as part of note 19, the company is guarantor for a number of shareholder personal loans. The maximum liability that may be incurred by the company is approximately £7,000,000. |
Old Mill Topco Limited has provided a guarantee to Old Mill Audit Limited, Old Mill Jackson Limited, Old Mill Trust Corporation Limited, Brook Financial Management Limited and Quro Financial Solutions Limited under Section 479C of the Companies Act 2006.This guarantee is in respect of all debts of those companies. |
27. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
During 2022 loans were made to certain shareholders totalling £540,967, which included loans to two of the former directors for £12,293 and £32,268. All loans to shareholders were interest free, unsecured and written off during the 2023 financial year as disclosed in note 6. |
Part of the finance for the purchase of Old Mill Accountancy Limited, Old Mill Audit Limited and Old Mill Financial Planning Limited in 2022 was raised through personal loans from certain shareholders of the company. Loans of equal amounts were made by the company bankers to the individuals concerned. Old Mill Topco Limited acts as guarantor in respect of these personal loans. Four of the Company's directors held such loans and their values ranged from £305,509 to £742,264 and in total were £2,364,410 (2023 - 2 directors totalling £1,762,126) - these amounts are the maximum liabilities that may be incurred by the Company. The loans to the company are interest bearing with no capital repayment within the first three years. |
In addition to those mentioned in the above paragraph, two directors who resigned during the year also had such loans. The values ranged from £269,609 to £1,492,517 and in total were £1,762,126 (2023 £1,762,126). |
Old Mill Topco Limited (Registered number: 13639993) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2024 |
28. | RELATED PARTY DISCLOSURES |
Group members |
The parent has taken advantage of the exemption in FRS 102 S33.1A. Related Party Disclosures from disclosing transactions between two or more members of a group, where any subsidiary which is a party to the transaction is wholly owned. Balances owed to or from the parent and group companies (being entities over which the company has control) are disclosed in the debtors or creditors note as appropriate. |
Other related parties |
During the year the group loaned and borrowed monies from the Old Mill Limited Liability Partnerships that were restructured into group Companies in the 2022 financial year. These Limited Liability Partnerships are under common control. |
As at 30 June 2024 the outstanding balances were as follows: |
Amounts owed to the group £29,066 (2023- £132,591) |
Amounts owed to LLP's of £28,036 (2023- £14,998) |
Movements in the above balances relate to cash movements. Amounts are unsecured, interest free, have no fixed date for repayment and are repayable on demand. |
One of the properties from which a group company operates is owned by a Pension Scheme operated for the benefit of certain shareholders of the parent. The rent paid in the period was £149,140 (2023- £149,140). An amount of £1,050 was owed by the group at the end of the period (2023 - £9,496 owed to the group). |
Certain directors of the parent are also directors of the management company which operates one of the properties from which a group Company operates. This company supplies administration services to the management company for which a fee of £6,000 (2023-£6,000) per quarter is charged. No amount was outstanding at the period end. |
In addition to the above, for administrative ease, a group company also makes payments on behalf of the management company. There was a balance outstanding to this company of £22,020 (2023- £16,196) at the end of the financial year. Transactions with this Company relate to property management expenses and recharges from the Company total £5,824 (2023 - £7,746). Recharges to the Company total £0 (2023- £3,700). |
Key management personnel |
The directors are deemed to be the key management personnel. Directors remuneration is disclosed at note 4 to the financial statements. |
29. | ULTIMATE CONTROLLING PARTY |
There is no ultimate controlling party. |