Company registration number SC750566 (Scotland)
HFD GROUP HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
HFD GROUP HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mr T D Anderson
Miss D J Hill
Ms K Hill
Mrs R Hill
Mr W D Hill
Mr W K Hill
Mr S Lewis
Mrs T Lewis
Mrs L D McKenzie
Mrs K Ovenden
Mr D Quinn
Mr S Teape
Company number
SC750566
Registered office
177 Bothwell Street
Glasgow
G2 7ER
Auditor
Johnston Carmichael LLP
227 West George Street
Glasgow
G2 2ND
HFD GROUP HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 6
Directors' responsibilities statement
7
Independent auditor's report
8 - 11
Profit and loss account
12
Group statement of comprehensive income
13
Group balance sheet
14 - 15
Company balance sheet
16
Group statement of changes in equity
17
Company statement of changes in equity
18
Notes to the financial statements
20 - 45
HFD GROUP HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 1 -

The directors present the strategic report for the year ended 30 June 2024.

Review of the business

 

The principle activity of the company is that of a holding company of a trading Group which provides property, renewables, and technology services. The operating results of subsidiary companies which underpin the value in the company continue to be deemed satisfactory by the board.

 

Group turnover in the period amounted to £40,100,000 (2023 £31,579,000). At the year end the group had shareholders’ funds of £118,506,000 (2023 £86,900,000).

 

Property

 

As a result of the Group's long-term reinvestment strategy, the property division continues to operate profitably following the success of the 177 Bothwell Street development. During the year, the division focused efforts on managing the development of commercial property within Glasgow City Centre. Much of the current activity within the division is at the early stages of development, resulting in a decrease in turnover to £476,000 (2023: £12,225,000). This aligns with the division’s medium to long-term strategy.

 

The turnover of the construction division has increased throughout the year, primarily due to heightened activity on a Grade A office refurbishment in Glasgow City Centre. During the year the division also completed a Data Centre fitout in the basement of a 13-story commercial building and continued to develop HFD related party owned commercial property assets which has assisted in the successful launch of HFD’s serviced office brand OSPA. Despite increased turnover, the division has presented a loss in the financial period which relates to legacy issues on completed projects. The board is confident that provisions are adequate, and legacy issues will not cause future losses.

 

HFD has several major projects in the pipeline which the property and construction divisions will develop, these include several larger scale city centre office development and refurbishments, a number of out-of-town business park commercial and industrial property refurbishments, a grade A listed city centre office refurbishment and several major Data Centre projects. Considering the strong pipeline, the board is confident that these projects will generate profits in the future. Each of these projects will necessitate detailed planning and preparation, with the expectation that the next financial year will be focused on consolidation and preparation for upcoming projects.

 

The property services division continues to show increased operating profit primarily through continued growth of its services into the city centre. Additionally, the services division has secured long term contracts for its landscaping and security contracts divisions. These achievements have secured a substantial portion of the services division's longer term pipeline.

 

Technology

 

The technology division continues to experience significant growth in its customer base, driving ongoing increases in turnover and operating profit. Investment in the division's Tier III data centre facility remains strong, and its secondary city centre facility has demonstrated encouraging growth.

 

The technology division, in collaboration with key stakeholders, has submitted an Expression of Interest to participate in a national initiative aimed at establishing a leading Artificial Intelligence Growth Zone, proposing Scotland as a premier location for a globally recognised AI hub. This initiative has garnered significant support from stakeholders associated with the division. The board believes the division is well-positioned to capitalise on this initiative due to its advanced data centre infrastructure, complementary renewable energy capabilities within the Renewables division, and growing demand for data centre capacity across the UK and Europe.

 

The directors are confident the outlook of the group remains positive and that the group has the resilience to navigate any further headwinds caused by the uncertain economic outlook.

 

 

 

HFD GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 2 -
Group Restructuring

 

On 4 July 2023, HFD Group Holdings Limited ("the group") was established as the main parent entity through a capital reduction demerger, replacing HFD Group Limited. This restructuring resulted in the disposal (through demerger) of HFD Offices Limited, HFD Duart House Limited, HFD Phoenix House Limited, HFD International House Limited and HFD Willow House Limited. A resolution has also been passed for the voluntary winding up of HFD Glasgow Limited, HFD SETP Limited, High Blantyre Construction Limited, High Blantyre Developments Limited and Strathclyde Business Park (Developments) Limited as part of a group rationalisation exercise.

 

As part of this restructuring process, HFD Group Holdings Limited ("the company") became the immediate parent undertaking of HFD Group Limited, with no change in overall ownership. The group remained controlled by the same parties as before the demerger. Since the group's acquisition of HFD Group Limited qualifies for merger accounting under FRS 102, these consolidated financial statements have been prepared by applying the principles of merger accounting to this transaction. Consequently, the current period and comparative financial information are presented as if HFD Group Holdings Limited had always been the immediate parent of HFD Group Limited and its subsidiaries throughout the entire and prior periods, excluding the results of the above-named companies. The comparative show the exclusion of the companies that no longer form part of the overall group compared to the consolidated results of the group formerly approved.

 

 

Principal risks and uncertainties

 

The group finances its operations through a mixture of retained profits, secure bank deposits and bank loans.

 

The objectives are to:

 

The principal risks impacting the group are primarily the strength of customer relationships and the risk from competitors on pricing. The economic outlook can have an impact on the level of activity of commercial developments and demand for the group's services.

Development and performance

The directors expect the level of activity in the next financial period to evolve satisfactorily given the new contracts secured across all group divisions.

Key performance indicators

The directors use several indicators to monitor and improve the position of the business. The directors consider the financial key performance indicators of the group to be profitability, cashflow and return on capital employed. Non-financial key performance indicators include customer satisfaction levels.

 

 

KPI

2024

2023

Gross Profit Margin

21%

58%

Operating Profit Margin

0%

27%

Cash position

£4,412,542

£17,570,675

Return on Capital Employed

-0.15%

10%

 

HFD GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 3 -
Other performance indicators

As directors of the company, we have and continue to act in a way that we consider, in good faith, to be most likely to promote the continuing success of the company and wider group for the benefit of its members, and in doing so had regard, amongst other matters, to:

 

 

The following are some examples as to how we have had regard to the matters set out within sections 172(1)(a)-(f) when discharging our section 172 duties:

 

Our key strategic objective remains to build a sustainable business, for the benefit of current and future generations, whether that is in the form of members, employees, customers, suppliers, the community and environment. For this to be achieved, our management of the group involves us taking both decisions for the present and future benefit of the business. We work within the business on a daily basis so key internal and external relationships are maintained directly and employees, suppliers and customers have appropriate access to us. We also ensure there is a wider understanding of the group's key strategic objectives, through distilling the key messages through our management teams within the business.

 

In considering our fulfilment of Section 172 obligations, the Board have identified our key stakeholders as being our employees and colleagues, our customers and suppliers and the communities in which we operate.

 

Material issues for our stakeholder groups are presented on the following page along with a summary of how these were considered in Board discussions and decision-making and engagement throughout the year.

HFD GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 4 -
Other information and explanations

Stakeholders

Material Issues

Engagement

Employees and Colleagues

  • Ensure our employees feel engaged, working for a company they can be proud of

  • Working environment, health and safety, training and inclusion

  • HR Team well bedded in now and is significantly improving employee engagement.

  • HFD have a flat organization structure ensuring that all staff have access to senior management.

  • HFD have launched and defined group mission and values.

Customers

  • Provision of high quality, professional service in all aspect of the Groups diverse activities. The Group also aims to offer an all-inclusive service.

  • All customers have full access to our dedicated management team who strive to deliver best quality service

  • All management teams are experts in their fields and have been carefully selected to fit with HFD Group delivery standards

Suppliers and Subcontractors

  • Commitment to integrity and honesty, and conducting business in a socially responsible and sustainable way

  • Subcontractors work closely with HFD management teams to ensure a smooth delivery of service

  • We encourage a collaborative approach to problem solving

  • HFD encourage a collaborative approach with suppliers and subcontractors to benefit the communities in which HFD operates.

Communities

  • Leaving a positive impact in the communities in which we work

  • Minimising the environmental impact of our activities in the local area

 

  • HFD work directly with the HFD Charitable Foundation which is dedicated to benefit local causes in the Glasgow and the wider Lanarkshire area where the majority of the Groups business is based

  • HFD have committed to several significant capital investments to further increase the energy efficiency of its commercial property and datacenter portfolio

  • HFD are proud founding members of the UK Green Building Council network in Scotland

On behalf of the board

Mr W D Hill
Director
21 March 2025
HFD GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 5 -

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

Principal activities

The principle activity of the company is that of a holding company of a trading Group which provides property, renewables, and technology services. The operating results of subsidiary companies which underpin the value in the company continue to be deemed satisfactory by the board.

Results and dividends

The results for the year are set out on page 12.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

No preference dividends were paid. The directors do not recommend payment of a final dividend.

Directors

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

Mr T D Anderson
Miss D J Hill
Ms K Hill
Mrs R Hill
Mr W D Hill
Mr W K Hill
Mr S Lewis
Mrs T Lewis
Mrs L D McKenzie
Mrs K Ovenden
Mr D Quinn
Mr S Teape
Post reporting date events

On 29th October 2024, HFD Group Holdings Limited was acquired by HFD Holdco Limited as part of internal restructuring of the business.

 

Subsequent to the year-end, the companies for which the Services group (excluding HFD Grill Limited and HFD Facilities Maintenance Limited) provides financial guarantees to its bankers extended their loan facilities, resulting in an increase in total bank loans to £18,000,000. The conditions within the previous loan agreement remain unchanged, ensuring that in the event of HFD Duart House Limited, HFD Phoenix House Limited, HFD International House Limited, HFD Willow House Limited, HFD Mercury House Limited or HFD Avondale House Limited failing to repay their bank loans, HFD Services group will satisfy this debt.

 

 

 

 

 

 

 

 


HFD GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 6 -
Statement of disclosure to auditor

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

On behalf of the board
Mr W D Hill
Director
21 March 2025
2025-03-21
HFD GROUP HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024
- 7 -

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

 

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

 

 

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

HFD GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF HFD GROUP HOLDINGS LIMITED
- 8 -
Opinion

We have audited the financial statements of HFD Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group 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.

Other matter

The corresponding prior year figures for the company are unaudited.

Conclusions relating to going concern

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

 

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

 

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

Other information

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

 

We have nothing to report in this regard.

HFD GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF HFD GROUP HOLDINGS LIMITED
- 9 -

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

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

 

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 7, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

 

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

 

HFD GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF HFD GROUP HOLDINGS LIMITED
- 10 -

The extent to which our procedures are capable of detecting irregularities, including fraud

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 misstatement in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

 

We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

 

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

 

We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company and the sector in which they operate, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

 

 

We gained an understanding of how the group and the parent company are complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of relevant correspondence with regulatory bodies and board meeting minutes.

 

We assessed the susceptibility of the group's financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. We identified a heightened fraud risk in relation to:

 

 

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

 

HFD GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF HFD GROUP HOLDINGS LIMITED
- 11 -

 

 

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

Use of our report

 

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

 

James Hamilton (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
Statutory Auditor
Glasgow, United Kingdom
21 March 2025
HFD GROUP HOLDINGS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2024
- 12 -
Continuing
Demerged
30 June
Continuing
Demerged
30 June
operations
operations
2024
operations
operations
2023
Notes
£
£
£
£
£
£
Turnover
3
40,100,378
-
40,100,378
31,578,776
3,901,001
35,479,777
Cost of sales
(31,559,245)
-
(31,559,245)
(13,169,028)
(2,339,943)
(15,508,971)
Gross profit
8,541,133
-
8,541,133
18,409,748
1,561,058
19,970,806
Administrative expenses
(10,590,093)
-
(10,590,093)
(8,741,382)
(242,984)
(8,984,366)
Other operating income
1,874,943
-
1,874,943
496,611
-
496,611
Stock impairment
4
-
-
-
(1,775,145)
-
(1,775,145)
Operating (loss)/profit
5
(174,017)
-
(174,017)
8,389,832
1,318,074
9,707,906
Interest receivable and similar income
9
2,435,657
-
2,435,657
1,628,096
(4)
1,628,092
Interest payable and similar expenses
10
(834,075)
-
(834,075)
(1,036,357)
(297,576)
(1,333,933)
Gain on disposal of demerged businesses
11
-
19,538,047
19,538,047
-
-
-
Profit before taxation
1,427,565
19,538,047
20,965,612
8,981,571
1,020,494
10,002,065
Tax on profit
12
(299,119)
-
(299,119)
(2,101,326)
(216,688)
(2,318,014)
Profit for the financial year
27
1,128,446
19,538,047
20,666,493
6,880,245
803,806
7,684,051
Profit for the financial year is attributable to:
- Owners of the parent company
20,538,839
7,684,051
- Non-controlling interests
127,654
-
20,666,493
7,684,051
HFD GROUP HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
- 13 -
2024
2023
£
£
Profit for the year
20,666,493
7,684,051
Other comprehensive income
Adjustments to the fair value of financial assets
14,600,000
-
0
Tax relating to other comprehensive income
(3,663,750)
-
0
Other comprehensive income for the year
10,936,250
-
0
Total comprehensive income for the year
31,602,743
7,684,051
Total comprehensive income for the year is attributable to:
- Owners of the parent company
31,475,089
7,684,051
- Non-controlling interests
127,654
-
31,602,743
7,684,051
HFD GROUP HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
30 JUNE 2024
30 June 2024
- 14 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
14
32,974
16,300
Tangible assets
15
63,235,679
47,420,116
Investments
16
100,000
14,727,104
63,368,653
62,163,520
Current assets
Stocks
18
6,428,249
4,516,360
Debtors
19
91,313,107
77,568,416
Cash at bank and in hand
4,412,542
17,570,675
102,153,898
99,655,451
Creditors: amounts falling due within one year
20
(21,092,809)
(44,305,597)
Net current assets
81,061,089
55,349,854
Total assets less current liabilities
144,429,742
117,513,374
Creditors: amounts falling due after more than one year
21
(12,515,691)
(20,779,093)
Provisions for liabilities
Deferred tax liability
24
13,408,402
9,833,875
(13,408,402)
(9,833,875)
Net assets
118,505,649
86,900,406
Capital and reserves
Called up share capital
26
103,325,851
103,325,851
Share premium account
27
120,996
120,996
Revaluation reserve
27
37,365,907
26,429,657
Profit and loss reserves
27
(22,437,259)
(42,976,098)
Equity attributable to owners of the parent company
118,375,495
86,900,406
Non-controlling interests
130,154
-
118,505,649
86,900,406

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

HFD GROUP HOLDINGS LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
30 JUNE 2024
30 June 2024
- 15 -
The financial statements were approved by the board of directors and authorised for issue on 21 March 2025 and are signed on its behalf by:
21 March 2025
Mr W D Hill
Director
Company registration number SC750566 (Scotland)
HFD GROUP HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 30 JUNE 2024
30 June 2024
- 16 -
2024
Unaudited 2023
Notes
£
£
£
£
Fixed assets
Investments
16
103,446,847
-
0
Current assets
Debtors
19
-
0
1
Net current assets
-
1
Net assets
103,446,847
1
Capital and reserves
Called up share capital
26
103,325,852
1
Share premium account
27
120,995
-
0
Total equity
103,446,847
1

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £0 (2023 - £0 profit).

The financial statements were approved by the board of directors and authorised for issue on 21 March 2025 and are signed on its behalf by:
21 March 2025
Mr W D Hill
Director
Company registration number SC750566 (Scotland)
HFD GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 17 -
Share capital
Share premium account
Revaluation reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
£
Balance at 1 July 2022
103,325,851
120,996
26,429,657
(50,612,149)
79,264,355
-
79,264,355
Year ended 30 June 2023:
Profit and total comprehensive income
-
-
-
7,684,051
7,684,051
-
7,684,051
Dividends
-
-
-
(48,000)
(48,000)
-
(48,000)
Balance at 30 June 2023
103,325,851
120,996
26,429,657
(42,976,098)
86,900,406
-
0
86,900,406
Year ended 30 June 2024:
Profit for the year
-
-
-
20,538,839
20,538,839
127,654
20,666,493
Other comprehensive income:
Adjustments to fair value of financial assets
-
-
14,600,000
-
14,600,000
-
14,600,000
Tax relating to other comprehensive income
-
-
(3,663,750)
-
0
(3,663,750)
-
(3,663,750)
Total comprehensive income
-
-
10,936,250
20,538,839
31,475,089
127,654
31,602,743
Disposal of shares in subsidiary to non-controlling interest
-
-
-
-
-
2,500
2,500
Balance at 30 June 2024
103,325,851
120,996
37,365,907
(22,437,259)
118,375,495
130,154
118,505,649
HFD GROUP HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 18 -
Share capital
Share premium account
Total
Notes
£
£
£
Balance at 1 July 2022
-
0
-
0
-
Year ended 30 June 2023:
Profit and total comprehensive income for the year
-
-
-
0
Issue of share capital
26
1
-
0
1
Balance at 30 June 2023
1
-
0
1
Year ended 30 June 2024:
Profit and total comprehensive income
-
-
-
0
Issue of share capital
26
103,325,851
120,995
103,446,846
Balance at 30 June 2024
103,325,852
120,995
103,446,847
HFD GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
- 19 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
32
(10,188,533)
28,571,721
Interest paid
(834,075)
(1,333,933)
Income taxes paid
(821,249)
(1,826,623)
Net cash (outflow)/inflow from operating activities
(11,843,857)
25,411,165
Investing activities
Purchase of intangible assets
(16,674)
(16,300)
Purchase of tangible fixed assets
(2,972,771)
(6,145,521)
Proceeds from disposal of tangible fixed assets
360,249
21,978
Proceeds from disposal of subsidiaries, net of cash disposed
26,924
-
Interest received
2,435,657
1,580,092
Dividends received
-
0
48,000
Net cash used in investing activities
(166,615)
(4,511,751)
Financing activities
Repayment of borrowings
(466,759)
(8,137,234)
Payment of finance leases obligations
(683,402)
(496,494)
Disposal of shares in subsidiary to non-controlling interest
2,500
-
Dividends paid to equity shareholders
-
0
(48,000)
Net cash used in financing activities
(1,147,661)
(8,681,728)
Net (decrease)/increase in cash and cash equivalents
(13,158,133)
12,217,686
Cash and cash equivalents at beginning of year
17,570,675
5,352,989
Cash and cash equivalents at end of year
4,412,542
17,570,675
HFD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 20 -
1
Accounting policies
Company information

HFD Group Holdings Limited (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office is 177 Bothwell Street, Glasgow, G2 7ER.

 

The group consists of HFD Group Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

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

1.2
Prior period comparatives
On 4 July 2023, HFD Group Holdings Limited ("the group") was established as the main parent entity through a capital reduction demerger, replacing HFD Group Limited. This restructuring resulted in the disposal (through demerger) of HFD Offices Limited, HFD Duart House Limited, HFD Phoenix House Limited, HFD International House Limited and HFD Willow House Limited. A resolution has also been passed for the voluntary winding up of HFD Glasgow Limited, HFD SETP Limited, High Blantyre Construction Limited, High Blantyre Developments Limited and Strathclyde Business Park (Developments) Limited as part of a group rationalisation exercise.
As part of this restructuring process, HFD Group Holdings Limited ("the company") became the immediate parent undertaking of HFD Group Limited, with no change in overall ownership. The group remained controlled by the same parties as before the demerger. Since the group's acquisition of HFD Group Limited qualifies for merger accounting under FRS 102, these consolidated financial statements have been prepared by applying the principles of merger accounting to this transaction. Consequently, the current period and comparative financial information are presented as if HFD Group Holdings Limited had always been the immediate parent of HFD Group Limited and its subsidiaries throughout the entire and prior periods, excluding the results of the above-named companies. The comparative show the exclusion of the companies that no longer form part of the overall group compared to the consolidated results of the group formerly approved.
1.3
Business combinations

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

 

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

HFD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 21 -
1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company HFD Group Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 30 June 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

 

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

 

Group reconstructions are accounted for using the merger accounting method where ultimate equity holders and non-controlling interest remain the same, the rights of each equity holder are unchanged, and use of the merger accounting method is not prohibited by company law or other relevant legislation.

 

The merger method of accounting is applied to group reconstructions as if the entities had always been combined. The total comprehensive income, assets and liabilities of the entities are amended, where necessary, to align the accounting policies. The carrying values of the entities' assets and liabilities are not adjusted to fair value. Any difference between the nominal value of shares issued or fair value of consideration given and the nominal value of shares received is taken to other reserves in equity, any existing balances on the share premium account or capital redemption reservice of the legal subsidiary are shown as a movement on other reserves.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

HFD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 22 -
1.5
Going concern

The directors have considered the financial position of the group and its ability to continue as a going concern. This assessment has included a review of the group's financial forecasts, cash flow projections, and the availability of financing facilities. Due to the ongoing commercial, industrial, and data centre projects in progress, the secured long-term pipeline in the services division and the continued increase in demand for data centre space the directors believe that the group has sufficient resources to operate for the foreseeable future. For this reason, the directors continue to adopt the going concern basis in preparing the financial statements.

 

In making this assessment, the directors have considered the potential impact of various risks and uncertainties, including economic conditions, market demand, and the group's operational performance. The directors have also taken into account the group's ability to manage its working capital and liquidity requirements effectively.


Based on the information available, the directors believe that the group is well-positioned to manage these risks and uncertainties and to continue its operations without significant disruption.

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.7
Intangible fixed assets other than goodwill

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

 

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

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

Software
10% on cost
1.8
Tangible fixed assets

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

HFD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 23 -

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

Freehold land and buildings
straight line over 75 years
Leasehold land and buildings
Enter depreciation rate via StatDB - cd75
Plant and equipment
25% on cost and 12.5% reducing balance
Fixtures and fittings
25% on cost and 20%-33% on cost
Computers
25% on cost and at varying rates on cost
Motor vehicles
25% on cost
Other equipment
Residual value equates to cost

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.9
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

HFD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 24 -
1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.11
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.12
Cash and cash equivalents

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

HFD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 25 -
1.13
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

HFD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 26 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

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

1.14
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.15
Taxation

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

Current tax

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

HFD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 27 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

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

1.18
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

2
Judgements and key sources of estimation uncertainty

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

 

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

HFD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 28 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

 

Liquidated damages


As part of the Group's contractual arrangements, certain contracts contain provisions for liquidated damages in the event of delays or failure to meet specific performance criteria. Liquidated damages are pre-agreed amounts payable by the Group for non-compliance with contractual terms, such as delayed project completion or failure to meet quality standards.

 

At the reporting date, the Group has assessed the potential liabilities related to liquidated damages under active contracts. The Group estimates that potential liabilities for liquidated damages may arise based on the terms of the contracts, the progress of the projects, and any risks associated with delays or breaches of contract.

 

The Group recognises liquidated damages as a liability when it becomes probable that the amount will be payable, and the amount can be reliably estimated. This provision is also reviewed periodically to ensure it accurately reflects any changes in the expected outcome of the contracts.

Residual Value

An independent valuation of land and buildings was undertaken in March 2021 by a RICS regulated practice on a market value basis. The valuation conformed to International Valuation Standards and was based on recent market data transactions performed on arm's length terms as at March 2021. The directors valuation was based on a desktop valuation provided by a third party.

 

In conjunction with the 2021 valuation report, the directors have reviewed current market data and conditions to revalue the land and buildings, resulting in an uplift to £53,000,000. This information has been utilised by management to determine the carrying value of land and buildings in these financial statements as of 30 June 2024. Depreciation was initially charged based on a residual value of £9,150,000, which has since been reversed following the uplift. As the facility is not yet operating at full capacity, the directors consider the net book value to be representative of the residual value as of 30 June 2024.

Accounting for construction contracts

The group estimates the outcome of its construction contracts. This is normally measured by the proportion that contracts costs incurred for work performed to date bear to the estimated total contract costs, except where this would not be representative of the stage of completion.

 

Estimated total contract costs are based on management's detailed budgets and projections. Where management judge that the outcome of a contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred where it is probable they will be recoverable.

Impairment

The directors periodically review the carrying value of work in progress for any indicators of impairment. This involves an assessment of the recoverable amount of work in progress, being the higher of the anticipated fair value less cost to sell and its value in use.

 

In application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant.

HFD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 29 -
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Maintenance of office suites
17,839
418,710
Landscaping services
1,308,785
1,241,297
Security services
1,077,619
1,046,017
IT Services
1,460,680
1,514,907
Data services
11,598,801
8,741,154
Letting and property management
3,457,262
4,746,074
Commerical property delveipment
397,700
12,212,085
Property construction
18,103,800
5,557,128
Hospitality
(131)
2,405
Renewabes
2,678,023
-
40,100,378
35,479,777
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
40,100,378
35,479,777
2024
2023
£
£
Other revenue
Interest income
2,435,657
1,580,092
Dividends received
-
48,000
4
Exceptional item
2024
2023
£
£
Expenditure
Stock impairment
-
1,775,145

The prior year accounts include a stock impairment on the land and buildings held within City Park 2 Limited and City Park 3 Limited. The buildings that occupied the land were demolished, resulting in only the fair value of the land being recognised.

5
Operating (loss)/profit
2024
2023
£
£
Operating (loss)/profit for the year is stated after charging/(crediting):
Exchange losses/(gains)
17,335
(26,814)
Depreciation of owned tangible fixed assets
1,403,689
1,124,213
Profit on disposal of tangible fixed assets
(6,730)
(21,978)
Operating lease charges
582,631
470,732
HFD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 30 -
6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
88,000
100,000
7
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
151
139
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
6,446,215
5,236,022
-
0
-
0
Social security costs
738,349
460,139
-
-
Pension costs
260,364
158,590
-
0
-
0
7,444,928
5,854,751
-
0
-
0

Contractually all employees of HFD Group Holdings Limited sit within HFD Payroll Limited.

 

Remuneration costs were borne by HFD Payroll Limited and recharged to the relevant HFD Group Holdings Limited subsidiaries.

8
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
521,000
459,000
Company pension contributions to defined contribution schemes
15,000
16,000
536,000
475,000
HFD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
8
Directors' remuneration
(Continued)
- 31 -
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
171,000
162,000
Company pension contributions to defined contribution schemes
8,000
7,000

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2023: 4).

9
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
468,877
382,557
Other interest income
1,966,780
1,197,535
Total interest revenue
2,435,657
1,580,092
Income from fixed asset investments
Income from shares in group undertakings
-
0
48,000
Total income
2,435,657
1,628,092
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
468,877
382,557
10
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
5,259
391,289
Other interest on financial liabilities
-
21,812
5,259
413,101
Other finance costs:
Interest on finance leases and hire purchase contracts
35,906
41,840
Other interest
792,910
878,992
Total finance costs
834,075
1,333,933
HFD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 32 -
11
Gain on disposal of demerged businesses
2024
2023
£
£
Other gains and losses
19,538,047
-

As outlined in the Strategic report on 4 July 2023, HFD Offices Limited was demerged from the group as part of the capital reduction demerger. The amount recognised within the profit and loss relates to dividends paid to HFD Group Limited while HFD Offices Limited was still part of the group. Consequently, the disposal is recognised in HFD Group Holdings Limited's financial statements, as HFD Offices Limited did not form part of HFD Group Holdings Limited.

 

For the current year, demerged operations are recorded as nil. This is due to the timing of the demerger, which occurred 10 days into the current financial year. As a result, the related profit and loss impact from these operations for the period in which they were held by the Group is not considered material. Given the short duration of the holding period and the minimal impact on the overall financial performance, the demerged operations are therefore reported as nil in the current year.

12
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
734,684
1,924,836
Adjustments in respect of prior periods
19,135
250,108
Tax relating to prior year adjustments recognised in profit or loss
(266,362)
-
0
Group tax relief
(67,305)
(243,533)
Total current tax
420,152
1,931,411
Deferred tax
Origination and reversal of timing differences
(92,859)
544,727
Changes in tax rates
-
0
120
Write down or reversal of write down of deferred tax asset
-
0
27
Adjustment in respect of prior periods
(28,174)
(158,271)
Total deferred tax
(121,033)
386,603
Total tax charge
299,119
2,318,014
HFD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
12
Taxation
(Continued)
- 33 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
20,965,612
10,002,065
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 20.50%)
5,241,403
2,050,423
Tax effect of expenses that are not deductible in determining taxable profit
113,999
98,975
Tax effect of income not taxable in determining taxable profit
252
-
0
Gain on disposal
(4,884,762)
-
0
Adjustments in respect of prior years
(275,853)
403,435
Deferred tax adjustments in respect of prior years
452
(311,908)
Fixed asset differences
4,721
(71,927)
Remeasurement of deferred tax for changes in tax rates
-
0
99,188
Deferred tax - not recongised
98,907
49,828
Taxation charge
299,119
2,318,014

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

2024
2023
£
£
Deferred tax arising on:
Revaluation of property
3,663,750
-
13
Demerged operations

As outlined in the Strategic report on 4 July 2023, HFD Offices Limited, HFD Duart House Limited, HFD Phoenix House Limited, HFD International House Limited and HFD Willow House Limited were demerged from the group as part of the capital reduction demerger.

 

For the current year, demerged operations are recorded as nil. This is due to the timing of the demerger, which occurred 10 days into the current financial year. As a result, the related profit and loss impact from these operations for the period in which they were held by the Group is not considered material. Given the short duration of the holding period and the minimal impact on the overall financial performance, the demerged operations are therefore reported as nil in the current year.

HFD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 34 -
14
Intangible fixed assets
Group
Software
£
Cost
At 1 July 2023
16,300
Additions
16,674
At 30 June 2024
32,974
Amortisation and impairment
At 1 July 2023 and 30 June 2024
-
0
Carrying amount
At 30 June 2024
32,974
At 30 June 2023
16,300
The company had no intangible fixed assets at 30 June 2024 or 30 June 2023.
HFD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 35 -
15
Tangible fixed assets
Group
Freehold land and buildings
Leasehold land and buildings
Assets under construction
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Other equipment
Total
£
£
£
£
£
£
£
£
£
Cost
At 1 July 2023
38,400,000
-
0
4,167,302
372,590
225,321
7,029,496
366,121
494,601
51,055,431
Additions
-
0
991,052
733,633
502,321
187,006
421,253
96,349
41,157
2,972,771
Disposals
-
0
-
0
-
0
(14,104)
(82,479)
(1,649,878)
(54,537)
-
0
(1,800,998)
Revaluation
14,600,000
-
0
-
0
-
0
-
0
-
0
-
0
-
0
14,600,000
Transfers
-
0
4,747,774
(4,747,774)
-
0
-
0
-
0
-
0
-
0
-
0
At 30 June 2024
53,000,000
5,738,826
153,161
860,807
329,848
5,800,871
407,933
535,758
66,827,204
Depreciation and impairment
At 1 July 2023
-
0
-
0
-
0
266,980
125,070
2,950,094
218,275
74,896
3,635,315
Depreciation charged in the year
584,667
-
0
-
0
74,045
62,894
1,108,417
89,093
69,240
1,988,356
Eliminated in respect of disposals
-
0
-
0
-
0
(12,186)
(82,479)
(1,312,767)
(40,047)
-
0
(1,447,479)
Revaluation
(584,667)
-
0
-
0
-
0
-
0
-
0
-
0
-
0
(584,667)
At 30 June 2024
-
0
-
0
-
0
328,839
105,485
2,745,744
267,321
144,136
3,591,525
Carrying amount
At 30 June 2024
53,000,000
5,738,826
153,161
531,968
224,363
3,055,127
140,612
391,622
63,235,679
At 30 June 2023
38,400,000
-
0
4,167,302
105,610
100,251
4,079,402
147,846
419,705
47,420,116
The company had no tangible fixed assets at 30 June 2024 or 30 June 2023.
HFD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
15
Tangible fixed assets
(Continued)
- 36 -

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2024
2023
2024
2023
£
£
£
£
Plant and equipment
-
0
29,315
-
0
-
0
Motor vehicles
3,846
48,357
-
0
-
0
Computers
1,473,599
2,083,175
-
0
-
0
1,477,445
2,160,847
-
-

A professional third-party desktop valuation of the Fortis Datacentre was conducted by CBRE, RICS Registered Valuers, in February 2024 resulting in a valuation of £53,000,000. The directors have concluded that this updated valuation represents the fair value of Fortis Datacentre and is appropriate as of 30 June 2024.

 

If the above revalued assets were measured using cost mode, the carrying amount would be £3,161,000 (2023: £3,161,000)

16
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments
17
100,000
14,727,104
103,446,847
-
0
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 1 July 2023
14,727,104
Additions
207,503
Disposals
(14,834,607)
At 30 June 2024
100,000
Carrying amount
At 30 June 2024
100,000
At 30 June 2023
14,727,104

The group has made an investment in shares of an external entity, which is not part of the Group. This investment was made as part of the external entities funding round is classified as a non-current asset in the financial statements. As of the reporting date, the entity is not consolidated within the Group’s financial statements because it does not meet the criteria for consolidation under FRS 102.

HFD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
16
Fixed asset investments
(Continued)
- 37 -
Movements in fixed asset investments
Company
Investments
£
Cost or valuation
At 1 July 2023
-
Additions
103,446,847
At 30 June 2024
103,446,847
Carrying amount
At 30 June 2024
103,446,847
At 30 June 2023
-

 

17
Subsidiaries

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

Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
HFD Group Limited
1
Ordinary
100.00
-
HFD Construction Group Limited
1
Ordinary
0
100.00
Newhouse North Construction Limited
1
Ordinary
0
100.00
HFD Property Group Limited
1
Ordinary
0
100.00
HFD City Park 2 Limited
1
Ordinary
0
100.00
HFD City Park 3 Limited
1
Ordinary
0
100.00
Newhouse North Development Limited
1
Ordinary
0
100.00
HFD Services Limited
1
Ordinary
0
100.00
HFD Facilities Maintenance Limited
1
Ordinary
0
100.00
HFD Landscaping Limited
1
Ordinary
0
100.00
HFD Security Limited
1
Ordinary
0
100.00
HFD Intelligent Technologies Limited
1
Ordinary
0
100.00
HFD Grill Limited
1
Ordinary
0
100.00
HFD Datavita Limited
2
Ordinary
0
100.00
HFD Technology Group Limited
1
Ordinary
0
100.00
HFD National Cloud Limited
1
Ordinary
0
100.00
HFD Renewables Limited
1
Ordinary
0
75.00
HFD Renewables SL Limited
1
Ordinary
0
75.00
HFD Renewables Gainerhill Limited
1
Ordinary
0
75.00
HFD Renewables NL Limited
1
Ordinary
0
75.00
HFD Renewables EP Limited
1
Ordinary
0
75.00
HFD Renewables EI Limited
1
Ordinary
0
75.00
HFD Payroll Limited
1
Ordinary
0
100.00
HFD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
17
Subsidiaries
(Continued)
- 38 -

Registered office addresses (all UK unless otherwise indicated):

1)
177 Bothwell Street, Glasgow, United Kingdom, G2 7ER
2)
Fortis Datacentre York Road, Chapelhall, Airdrie, Lanarkshire, Scotland, ML6 8HW

HFD Group Limited, HFD Technology Group Limited and HFD National Cloud Limited have taken the exemption from the requirement to have their individual financial statements audited. The exemption is available under section 479A of the Companies Act 2006.

 

Further parent company guarantees have been proved by HFD Services Limited, HFD Property Group Limited, HFD Constructions Group Limited and HFD Renewables limited to certain group companies held directly.

 

Following the capital reduction demerger HFD Offices Limited, HFD Willow House Limited, HFD Phoenix House Limited, HFD International House Limited and HFD Duart House Limited have been demerged from the group. Additionally as part of this group restructuring a resolution was passed for the voluntary winding up of HFD Glasgow Limited, High Blantyre Construction Limited, High Blantyre Developments Limited, HFD SEPT Limited and Strathclyde Business Park (Developments) Limited.

 

Unlisted investments represent the historical cost of a minority holding in Enterobiotix Limited

18
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Work in progress
6,428,249
4,516,360
-
-
HFD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 39 -
19
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
5,459,114
2,947,499
-
0
-
0
Unpaid share capital
-
0
-
0
-
0
1
Other debtors
39,988,624
14,143,366
-
0
-
0
Prepayments and accrued income
15,829,998
31,676,491
-
0
-
0
61,277,736
48,767,356
-
1
Deferred tax asset (note 24)
-
0
(31,818)
-
0
-
0
61,277,736
48,735,538
-
1
Amounts falling due after more than one year:
Amount owed by related parties
29,714,118
28,665,580
-
0
-
0
Other debtors
321,253
167,298
-
0
-
0
30,035,371
28,832,878
-
-
Total debtors
91,313,107
77,568,416
-
1

Included in amounts falling due within one year, the other debtors balance includes £36,954,861 (2023: £15,636,573) of amounts due from related parties and are repayable on demand.

 

Loans owed by related party bears interest rate of 1.75% over Bank of England base rate and is repayable in 2027.

20
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Obligations under finance leases
23
617,925
907,694
-
0
-
0
Trade creditors
5,603,583
5,458,035
-
0
-
0
Corporation tax payable
648,203
1,049,292
-
0
-
0
Other taxation and social security
3,329,384
1,525,041
-
-
Other creditors
6,668,816
23,138,654
-
0
-
0
Accruals and deferred income
4,224,898
12,226,881
-
0
-
0
21,092,809
44,305,597
-
0
-
0
HFD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 40 -
21
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Obligations under finance leases
23
859,520
1,253,153
-
0
-
0
Other borrowings
22
11,431,055
11,897,814
-
0
-
0
Other creditors
225,116
7,628,126
-
0
-
0
12,515,691
20,779,093
-
-
22
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Other loans
11,431,055
11,897,814
-
0
-
0
Payable after one year
11,431,055
11,897,814
-
0
-
0

Other loans relate to amounts owed to directors. The loans are unsecured.

 

23
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
617,925
907,694
-
0
-
0
In two to five years
859,520
1,253,153
-
0
-
0
1,477,445
2,160,847
-
-

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

HFD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 41 -
24
Deferred taxation

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

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£
£
£
£
Accelerated capital allowances
920,753
955,788
-
-
Tax losses
-
54,188
-
(31,818)
Capital gains/(losses)
12,487,649
8,823,899
-
-
13,408,402
9,833,875
-
(31,818)
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 July 2023
9,865,693
-
Credit to profit or loss
(121,041)
-
Charge to other comprehensive income
3,663,750
-
Liability at 30 June 2024
13,408,402
-

 

25
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
260,364
158,590

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

HFD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 42 -
26
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
'A' Ordinary shares of 10p each
21,264,360
10
2,126,437
1
'B' Ordinary shares of 10p each
21,264,360
-
2,126,436
-
'C' Ordinary shares of 10p each
25,791,636
-
2,579,164
-
'D' Ordinary shares of 10p each
25,791,636
-
2,579,164
-
'E' Ordinary shares of 10p each
25,791,636
-
2,579,164
-
'F' Ordinary shares of 10p each
25,791,636
-
2,579,164
-
'G' Ordinary shares of 10p each
25,791,636
-
2,579,164
-
171,486,900
10
17,148,693
1
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued and fully paid
Redeemable of 10p each
501,429,864
-
50,142,986
-
'H' Redeemable of 10p each
63,062,844
-
6,306,284
-
'I' Redeemable of 10p each
63,062,844
-
6,306,284
-
'J' Redeemable of 10p each
63,062,844
-
6,306,284
-
'K' Redeemable of 10p each
63,062,844
-
6,306,284
-
'L' Redeemable of 10p each
63,062,844
-
6,306,284
-
'M' Redeemable of 10p each
45,027,528
-
4,502,753
-
861,771,612
-
86,177,159
-
Preference shares classified as equity
86,177,159
-
Total equity share capital
103,325,852
1

The above shares rank parra passu in all respect but are separate classes of shares. Redeemable shares are only able to be redeemed at the instance of the company but at a price not less than the subscription price paid on such shares.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HFD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 43 -
27
Reserves
Profit and loss reserves

The profit and loss reserves represents cumulative profits and losses, less any dividends paid.

 

Share premium

This reserve records the amount above the nominal value received for share sold, less transaction costs.

 

Revaluation reserve

The revaluation reserves represent the difference between the fair value and the carrying value on an historic cost basis of assets held at valuation.

 

28
Financial commitments, guarantees and contingent liabilities

The group has given its bankers a guarantee that in the event of HFD Duart House Limited, HFD Willow House Limited, HFD Phoneix House Limited, HFD International House Limited and HFD Avondale House Limited not repaying their bank loans, the group will satisfy this debt. At 30 June 2024, the debt was £11,650,000 (2023: £13,450,000).

29
Events after the reporting date

On 29th October 2024, HFD Group Holdings Limited was acquired by HFD Holdco Limited as part of internal restructuring of the business.

 

Subsequent to the year-end, the companies for which the Services group (excluding HFD Grill Limited and HFD Facilities Maintenance Limited) provides financial guarantees to its bankers extended their loan facilities, resulting in an increase in total bank loans to £18,000,000. The conditions within the previous loan agreement remain unchanged, ensuring that in the event of HFD Duart House Limited, HFD Phoenix House Limited, HFD International House Limited, HFD Willow House Limited, HFD Mercury House Limited or HFD Avondale House Limited failing to repay their bank loans, HFD Services group will satisfy this debt.

30
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2024
2023
£
£
Aggregate compensation
521,000
459,000
Transactions with related parties

During the year the group entered into the following transactions with related parties:

Sales
Sales
Purchases
Purchases
2024
2023
2024
2023
£
£
£
£
Group
Other related parties
10,501,858
26,229,230
2,105,291
3,544,956
HFD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
30
Related party transactions
(Continued)
- 44 -
Interest received
Management fees
2024
2023
2024
2023
£
£
£
£
Group
Other related parties
1,940,000
1,278,000
195,000
362,000

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2024
2023
£
£
Group
Other related parties
4,708,720
23,791,668

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2024
2023
Balance
Balance
£
£
Group
Other related parties
66,668,979
44,302,153
31
Controlling Party

As disclosed at Note 26, the ultimate parent company became HFD Holdco Limited post year end, a company registered within the UK.

 

These financial statements are not consolidated in the financial statements of HFD Holdco Limited as the company did not hold significant control at the year end.

 

The Hill 2011 Trust and Alexander Trust and their members are considered to be the ultimate controlling party due to their majority shareholding in HFD Group Holdings Limited.

            

HFD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 45 -
32
Cash (absorbed by)/generated from group operations
2024
2023
£
£
Profit for the year after tax
20,666,493
7,684,050
Adjustments for:
Taxation charged
299,119
2,318,014
Finance costs
834,075
1,333,933
Investment income
(2,435,657)
(1,628,092)
Gain on disposal of tangible fixed assets
(6,730)
(21,978)
Depreciation and impairment of tangible fixed assets
1,403,689
1,124,213
Gain on revalutation of tangible fixed assets
14,600,000
-
Movements in working capital:
Increase in stocks
(1,911,709)
(939,640)
(Increase)/decrease in debtors
(13,712,873)
12,998,298
(Decrease)/increase in creditors
(29,924,940)
7,033,923
Decrease in deferred income
-
(1,331,000)
Cash (absorbed by)/generated from operations
(10,188,533)
28,571,721
33
Analysis of changes in net funds/(debt) - group
1 July 2023
Cash flows
30 June 2024
£
£
£
Cash at bank and in hand
17,570,675
(13,158,133)
4,412,542
Borrowings excluding overdrafts
(11,897,814)
466,759
(11,431,055)
Obligations under finance leases
(2,160,847)
683,402
(1,477,445)
3,512,014
(12,007,972)
(8,495,958)
2024-06-302023-07-01falseCCH SoftwareCCH Accounts Production 2023.300Mr T D AndersonMiss D J HillMs K HillMrs R HillMr W D HillMr W K HillMr S LewisMrs T LewisMrs L D McKenzieMrs K OvendenMr D QuinnMr S 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