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REGISTERED NUMBER: 13499752 (England and Wales)






















Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 March 2024

for

Simpsonhaugh Holding Company Limited

Simpsonhaugh Holding Company Limited (Registered number: 13499752)






Contents of the Consolidated Financial Statements
for the year ended 31 March 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 5

Consolidated Statement of Comprehensive Income 8

Consolidated Balance Sheet 9

Company Balance Sheet 10

Consolidated Statement of Changes in Equity 11

Company Statement of Changes in Equity 12

Consolidated Cash Flow Statement 13

Notes to the Consolidated Cash Flow Statement 14

Notes to the Consolidated Financial Statements 15


Simpsonhaugh Holding Company Limited

Company Information
for the year ended 31 March 2024







DIRECTORS: R J Haugh
I R Simpson





REGISTERED OFFICE: Riverside
4 Commercial Street
Manchester
Lancashire
M15 4RQ





REGISTERED NUMBER: 13499752 (England and Wales)





AUDITORS: Bennett Brooks & Co Limited
Chartered Accountants
& Statutory Auditors
St George's Court
Winnington Avenue
Northwich
Cheshire
CW8 4EE

Simpsonhaugh Holding Company Limited (Registered number: 13499752)

Group Strategic Report
for the year ended 31 March 2024

This report has been prepared for the Group as a whole and therefore gives greater emphasis to those matters which are significant to SimpsonHaugh Holding Company Limited and its subsidiary undertakings when viewed as a whole.

REVIEW OF BUSINESS
Management are pleased to report that the group has retained its trading levels in the current year despite challenges in the UK economy and the resultant impact on the construction industry. This stability has been achieved by continued and sustained hard work which has resulted in winning new key clients and projects, maintaining good relationships with ongoing clients and achieving repeat projects and continuing to sustain and further build the reputation and profile of the business.

STRATEGY

While the success of its completed work and strong reputation for design quality and integrity has allowed the practice to expand, Rachel and Ian remain personally involved in each project. Consequently, the inspiration in design and the attention to detail in construction that have stimulated the achievements of the practice so far will continue to guide the ambition and quality of its schemes in the future.

Cashflow forecasts show that the impact of the challenging UK economy is being well managed, and the balance sheet and liquidity of the group remain strong, with the working capital well structured for growth. The group continues to strive to improve efficiency in all areas of its operations through effective project management.

The group's success is dependent on the proper selection, pricing, and ongoing management of the risks it accepts. The directors believe it is important to retain a diversified portfolio of risks to achieve maximum resilience and profitability in this highly competitive marketplace.

The group always aims to improve efficiency in all areas of operation through effective project management. The financial statements report a gross profit of £6.4m (2023: £4.8m) and a profit before tax of £2.1m (2023: £1.3m). Turnover and gross margins are in line with expectations.

PRINCIPAL RISKS AND UNCERTAINTIES
The process of risk acceptance and risk management is addressed through a rigorous framework of policies, procedures, and internal controls. All policies are subject to board approval and ongoing review by the management team.

Compliance with regulations, legal and ethical standards is a high priority for the group and the finance department takes on an important oversight role in this regard, to ensure that a proper internal control framework exists to manage financial risks and that controls operate effectively.

The group has developed an effective framework for identifying the risks and their impact on economic capital.

The principal risks arising from our business activities relate to:
1. Inaccurate pricing
2. Ineffective time cost management
3. Inadequate management of foreign exchange risk

These risks are discussed in the directors' reports within the section dealing with financial instruments and risk management.

ON BEHALF OF THE BOARD:





R J Haugh - Director


26 March 2025

Simpsonhaugh Holding Company Limited (Registered number: 13499752)

Report of the Directors
for the year ended 31 March 2024

The directors present their report with the financial statements of the company and the group for the year ended 31 March 2024.

PRINCIPAL ACTIVITY
The principal activity of the parent company in the year under review was that of a holding company. The principal activity of the group in the year under review was the provision of architectural and other professional services.

DIVIDENDS
No dividends will be distributed for the year ended 31 March 2024.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 April 2023 to the date of this report.

R J Haugh
I R Simpson

FINANCIAL INSTRUMENTS
The group's financial instruments comprise borrowings, some cash and liquid resources and various items such as trade debtors and trade creditors etc. that arise directly from its operations. The main purpose of these financial instruments is to provide working capital facilities to the group.

The group is exposed to a variety of financial risks that include the effects of changes in the state of the UK economy in the main, debt market prices, credit risk, liquidity risk, foreign currency risk and interest rate risk. The group has in place a risk management programme that seeks to limit adverse effects on the financial performance of the group by monitoring all foreseeable potential impacts.

Given the size of the group, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee. The policies set by the directors are implemented by the group's finance department.

TREASURY OPERATIONS AND FINANCIAL MANAGEMENT
The group operates a treasury function which is responsible for managing the liquidity, interest and foreign currency risks associated with the limited company's activities.

The group's principal financial instruments include bank overdrafts and loans, the main purpose of which is to raise finance for the group's operation. In addition, the group has various other financial assets and liabilities such as trade debtors and trade creditors arising directly from its operations.

LIQUIDITY RISK
The group manages its cash and borrowings requirements to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operation needs of the business.

INTEREST RATE RISK
The group is exposed to fair value interest rate risk on its fixed rate borrowing and cash flow interest rate risk on floating rate deposits, bank overdrafts and loans.

FOREIGN CURRENCY RISK
The group's principal, though limited, foreign currency exposures arise from trading with overseas companies.

CREDIT RISK
Investments of cash surpluses, borrowings and any derivative instruments are made through banks and companies which must fulfil credit rating criteria by the directors. All clients who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are rigorously monitored on an ongoing basis and provision is made for doubtful debts where necessary.


Simpsonhaugh Holding Company Limited (Registered number: 13499752)

Report of the Directors
for the year ended 31 March 2024

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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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.

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.

AUDITORS
During the year, Alexander & Co LLP resigned as auditors and Bennett Brooks & Co Limited were appointed. Bennett Brooks & Co Limited have indicated their willingness to continue in office and a resolution concerning their reappointment will be proposed at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





R J Haugh - Director


26 March 2025

Report of the Independent Auditors to the Members of
Simpsonhaugh Holding Company Limited

Opinion
We have audited the financial statements of Simpsonhaugh Holding Company Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the Consolidated Statement of 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 31 March 2024 and of the group's profit 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.

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.

Report of the Independent Auditors to the Members of
Simpsonhaugh Holding Company Limited


Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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.

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to UK tax legislation and regulations which govern the preparation of financial statements, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006. We evaluated management's
incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue, through management bias in manipulation of accounting estimates or accounting for significant transactions outside the normal course of business. Audit procedures performed included:

- Enquiry of management around actual and potential litigation and claims and instances of non-compliance with laws and regulations;
- Auditing the risk of management override of controls, through testing journal entries and other adjustments for appropriateness, testing accounting estimates (because of the risk of management bias), and evaluating the business rationale of significant transactions outside the normal course of business;
- Reviewing financial statement disclosures and agreeing to supporting documentation to assess compliance with applicable laws and regulations.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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

Report of the Independent Auditors to the Members of
Simpsonhaugh Holding Company 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.




George Wood BA ACA (Senior Statutory Auditor)
for and on behalf of Bennett Brooks & Co Limited
Chartered Accountants
& Statutory Auditors
St George's Court
Winnington Avenue
Northwich
Cheshire
CW8 4EE

26 March 2025

Simpsonhaugh Holding Company Limited (Registered number: 13499752)

Consolidated
Statement of Comprehensive
Income
for the year ended 31 March 2024

2024 2023
Notes £ £

TURNOVER 4 11,629,142 8,865,416

Cost of sales (5,206,758 ) (4,097,264 )
GROSS PROFIT 6,422,384 4,768,152

Administrative expenses (4,140,628 ) (3,345,080 )
2,281,756 1,423,072

Other operating income 5 59,919 675
OPERATING PROFIT 7 2,341,675 1,423,747

Interest receivable and similar income 8 10,516 5,435
Interest payable and similar expenses 9 (239,754 ) (104,120 )
PROFIT BEFORE TAXATION 2,112,437 1,325,062

Tax on profit 10 (464,391 ) (132,095 )
PROFIT FOR THE FINANCIAL YEAR 1,648,046 1,192,967

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

1,648,046

1,192,967

Profit attributable to:
Owners of the parent 1,648,046 1,192,967

Total comprehensive income attributable to:
Owners of the parent 1,648,046 1,192,967

Simpsonhaugh Holding Company Limited (Registered number: 13499752)

Consolidated Balance Sheet
31 March 2024

2024 2023
Notes £ £
FIXED ASSETS
Intangible assets 12 2,820,801 3,192,775
Tangible assets 13 7,193,605 7,301,657
Investments 14 - -
Investment property 15 - -
10,014,406 10,494,432

CURRENT ASSETS
Debtors 16 3,786,747 2,932,302
Cash at bank and in hand 2,289,173 3,165,930
6,075,920 6,098,232
CREDITORS
Amounts falling due within one year 17 (6,650,905 ) (8,569,221 )
NET CURRENT LIABILITIES (574,985 ) (2,470,989 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

9,439,421

8,023,443

CREDITORS
Amounts falling due after more than one year 18 (2,392,714 ) (2,798,971 )

PROVISIONS FOR LIABILITIES 21 (66,751 ) (69,007 )
NET ASSETS 6,979,956 5,155,465

CAPITAL AND RESERVES
Called up share capital 22 204 204
Other reserves 23 3,839,051 3,839,051
Share-based payment reserve 23 176,445 -
Retained earnings 23 2,964,256 1,316,210
6,979,956 5,155,465

The financial statements were approved by the Board of Directors and authorised for issue on 26 March 2025 and were signed on its behalf by:





R J Haugh - Director


Simpsonhaugh Holding Company Limited (Registered number: 13499752)

Company Balance Sheet
31 March 2024

2024 2023
Notes £ £
FIXED ASSETS
Intangible assets 12 - -
Tangible assets 13 - -
Investments 14 619,955 453,055
Investment property 15 7,005,000 7,005,000
7,624,955 7,458,055

CURRENT ASSETS
Debtors 16 106,597 31,883
Cash at bank 283,982 510,433
390,579 542,316
CREDITORS
Amounts falling due within one year 17 (4,226,009 ) (4,501,951 )
NET CURRENT LIABILITIES (3,835,430 ) (3,959,635 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

3,789,525

3,498,420

CREDITORS
Amounts falling due after more than one year 18 (2,000,000 ) (2,000,000 )
NET ASSETS 1,789,525 1,498,420

CAPITAL AND RESERVES
Called up share capital 22 204 204
Share-based payment reserve 167,000 -
Retained earnings 1,622,321 1,498,216
1,789,525 1,498,420

Company's profit for the financial year 124,105 1,374,973

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 26 March 2025 and were signed on its behalf by:





R J Haugh - Director


Simpsonhaugh Holding Company Limited (Registered number: 13499752)

Consolidated Statement of Changes in Equity
for the year ended 31 March 2024

Called up Share-based
share Retained Other payment Total
capital earnings reserves reserve equity
£ £ £ £ £
Balance at 1 April 2022 2 123,243 - - 123,245

Changes in equity
Profit for the year - 1,192,967 - - 1,192,967
Total comprehensive income - 1,192,967 - - 1,192,967
Issue of share capital 202 - - - 202
Acquisition of subsidiaries - - 3,839,051 - 3,839,051
Total transactions with owners,
recognised directly in equity

202

-

3,839,051

-

3,839,253
Balance at 31 March 2023 204 1,316,210 3,839,051 - 5,155,465

Changes in equity
Profit for the year - 1,648,046 - - 1,648,046
Total comprehensive income - 1,648,046 - - 1,648,046
Credit related to equity settled
share-based payments

-

-

-

167,000

167,000
Deferred tax on share-based payments - - - 9,445 9,445
Total transactions with owners,
recognised directly in equity

-

-

-

176,445

176,445
Balance at 31 March 2024 204 2,964,256 3,839,051 176,445 6,979,956

Simpsonhaugh Holding Company Limited (Registered number: 13499752)

Company Statement of Changes in Equity
for the year ended 31 March 2024

Called up Share-based
share Retained payment Total
capital earnings reserve equity
£ £ £ £
Balance at 1 April 2022 2 123,243 - 123,245

Changes in equity
Profit for the year - 1,374,973 - 1,374,973
Total comprehensive income - 1,374,973 - 1,374,973
Issue of share capital 202 - - 202
Total transactions with owners,
recognised directly in equity

202

-

-

202
Balance at 31 March 2023 204 1,498,216 - 1,498,420

Changes in equity
Profit for the year - 124,105 - 124,105
Total comprehensive income - 124,105 - 124,105
Credit related to equity settled
share-based payments

-

-

167,000

167,000
Total transactions with owners,
recognised directly in equity

-

-

167,000

167,000
Balance at 31 March 2024 204 1,622,321 167,000 1,789,525

Simpsonhaugh Holding Company Limited (Registered number: 13499752)

Consolidated Cash Flow Statement
for the year ended 31 March 2024

2024 2023
Notes £ £
Cash flows from operating activities
Cash generated from operations 1 1,927,513 1,362,047
Interest paid (239,754 ) (104,120 )
Tax paid (239,715 ) (224,852 )
Net cash from operating activities 1,448,044 1,033,075

Cash flows from investing activities
Purchase of tangible fixed assets (1,969 ) -
Acquisition of subsidiaries - 2,897,729
Interest received 10,516 5,435
Net cash from investing activities 8,547 2,903,164

Cash flows from financing activities
New loans in year - 2,000,000
Loan repayments in year (199,992 ) (149,994 )
Net receipts from lease obligations - 611,195
Capital repayments in year (531,510 ) -
Amount withdrawn by directors (1,601,846 ) (3,580,751 )
Net cash from financing activities (2,333,348 ) (1,119,550 )

(Decrease)/increase in cash and cash equivalents (876,757 ) 2,816,689
Cash and cash equivalents at beginning of year 2 3,165,930 349,241

Cash and cash equivalents at end of year 2 2,289,173 3,165,930

Simpsonhaugh Holding Company Limited (Registered number: 13499752)

Notes to the Consolidated Cash Flow Statement
for the year ended 31 March 2024

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024 2023
£ £
Profit before taxation 2,112,437 1,325,062
Depreciation charges 481,994 406,930
Increase in provisions 40,627 2,211
Share-based payments charge 167,000 -
Finance costs 239,754 104,120
Finance income (10,516 ) (5,435 )
3,031,296 1,832,888
(Increase)/decrease in trade and other debtors (829,447 ) 1,451,309
Decrease in trade and other creditors (274,336 ) (1,922,150 )
Cash generated from operations 1,927,513 1,362,047

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 31 March 2024
31.3.24 1.4.23
£ £
Cash and cash equivalents 2,289,173 3,165,930
Year ended 31 March 2023
31.3.23 1.4.22
£ £
Cash and cash equivalents 3,165,930 349,241


3. ANALYSIS OF CHANGES IN NET DEBT

At 1.4.23 Cash flow At 31.3.24
£ £ £
Net cash
Cash at bank and in hand 3,165,930 (876,757 ) 2,289,173
3,165,930 (876,757 ) 2,289,173
Debt
Finance leases (780,485 ) 531,510 (248,975 )
Debts falling due within 1 year (199,992 ) - (199,992 )
Debts falling due after 1 year (2,550,018 ) 199,992 (2,350,026 )
(3,530,495 ) 731,502 (2,798,993 )
Total (364,565 ) (145,255 ) (509,820 )

4. RE-PRESENTATION OF PRIOR YEAR CASH FLOW STATEMENT

During the year, the Group reviewed the presentation of director withdrawals in the cash flow statement. Previously, these amounts were included within movement in creditors. In the current year, the Group has reclassified them to financing activities to better reflect their nature as movements on director loan accounts, which are presented separately under creditors on the balance sheet.

This is a re-presentation of the prior year cash flows for consistency and clarity. There is no impact on the profit and loss account, balance sheet, or total cash flows.

Simpsonhaugh Holding Company Limited (Registered number: 13499752)

Notes to the Consolidated Financial Statements
for the year ended 31 March 2024

1. STATUTORY INFORMATION

Simpsonhaugh Holding Company 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 General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


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.

Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company SimpsonHaugh Holding Company 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 31 March 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in 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.

Turnover
Turnover is the amount of revenue derived from the provision of services falling within the group's ordinary activities after deduction of trade discounts and value-added tax.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

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

For the purpose of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairments at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Simpsonhaugh Holding Company Limited (Registered number: 13499752)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 March 2024

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Tangible fixed assets are stated at cost less accumulated depreciation. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use.

Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost, less estimated residual value, of each asset on a systematic basis over its expected useful life as follows:

Freehold land and buildings 2% on cost
Leasehold improvementsOver the period of the lease being 15 years
Office equipment20% on cost
Fixtures and fittings15% reducing balance

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, 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. The deferred tax charge is recognised in profit or loss other than where the amount of the estimate future tax deduction exceeds the cumulative amount of the expense, this indicates that the tax deduction relates to an equity item as well as the expense. Where this occurs, the excess deferred tax is recognised in equity.

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.

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.

Fixed asset investment
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 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.

Simpsonhaugh Holding Company Limited (Registered number: 13499752)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 March 2024

2. ACCOUNTING POLICIES - continued

Short term debtors and creditors
Short term debtors and creditors with no stated interest rate are recorded at transaction price. Any losses arising from impairment are recognised in the income statement.

Share capital
Ordinary shares are classed as equity.

Distributions to equity holders
Dividends are recognised as a liability in the financial statements in the period in which the dividends are approved by the company's shareholders. These amounts are recognised in the statement of changes in equity.

Cash and cash equivalents
Cash and cash equivalents includes cash in hand, cash held with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Loans and borrowings
Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment.

Simpsonhaugh Holding Company Limited (Registered number: 13499752)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 March 2024

2. ACCOUNTING POLICIES - continued

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.

Investment property - parent company
Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

Provisions
Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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.

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 group 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.

Employee benefit
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.

Simpsonhaugh Holding Company Limited (Registered number: 13499752)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 March 2024

2. ACCOUNTING POLICIES - continued

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.

Share based payments
Equity-settled arrangements are measured at fair value at the date of the grant by reference to the fair value of the equity instruments granted using the Black-Scholes Merton model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

The expense in relation to options over the parent company's shares granted to employees is recognised by the subsidiary as a capital contribution, and is presented as an increase in the parent company's investment in that subsidiary.

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

Interest receivable/payable
Interest income and expense are recognised in the financial statements on an accrual basis using the effective interest rate (EIR) method. Interest income is recognised when it is probable that the economic benefits will flow to the entity and the amount can be reliably measured. Interest expenses on financial liabilities, are recorded as expenses in the period they accrue.

Simpsonhaugh Holding Company Limited (Registered number: 13499752)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 March 2024

3. CRITICAL ACCOUNTING 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.

Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Deferred and accrued income
Turnover is recognised as per the accounting policy.

This policy requires forecasts to be made of the outcomes of long term contracts which require assessments and judgements to be made on recovery of pre-contract costs, changes in the scope of work, contract programmes, maintenance and defects liabilities and changes in costs. This is recorded as accrued and deferred income in the financial statements. There are a small number of long-term and complex projects which have required judgements over contractual entitlements. The range of potential outcomes as a result of uncertain future events could result in a materially positive or negative swing to profitability and cash flow.

Bad debt provision
The group assesses trade debtors for impairment at each reporting date. A provision for bad debts is recognised against trade debtors when there is objective evidence that the group will not be able to collect all amounts due under the original terms of the receivable.

Share-Based Payments
The group operates a share-based payment scheme, under which certain employees receive equity-settled awards. The charge recognised in the financial statements is based on the fair value of the awards at the grant date, which involves significant judgement in the following areas:

Valuation Model & Key Inputs
The group uses the Black-Scholes Merton model to determine fair value. Key inputs include the expected option life, dividend yield, and grant-date share price. These require judgement in assessing assumptions that best reflect expected future conditions.

Vesting Conditions
The directors assess the likelihood of meeting performance and service conditions attached to the awards. Judgements are made regarding future group performance and employee retention, which impact the proportion of awards expected to vest.

Changes in these assumptions could materially affect the share-based payment charge recognised in the financial statements.

Goodwill amortisation
Goodwill is amortised over its finite life and impaired if necessary. In some circumstances the accounting standard imposes an upper limit of a 10 year finite life for goodwill. Whilst the standard would not impose the upper limit for the group, the directors consider 10 years to be a reasonable estimate for when any goodwill resulting from the combination is expected to cease. This has been arrived at by considering the length of projects that the group undertakes.

Residual value of freehold property
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on the physical condition of the assets and the market. The residual value of the freehold property is considered a source of significant estimation uncertainty. The directors deem the freehold property to have a residual value that is equal to the cost of the property and therefore depreciation of £nil (2023: £nil) has been charged. See note 13 for the carrying amount of the asset.

Investment property - parent company
The valuation of investment properties involves significant estimation uncertainty due to the reliance on external market data and assumptions regarding future market conditions. Key assumptions include estimated rental income, vacancy rates and sales of similar properties, which are influenced by factors such as the location of the property, its condition, and market trends. Changes in these assumptions could materially affect the carrying value of the investment property.

Simpsonhaugh Holding Company Limited (Registered number: 13499752)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 March 2024

The fair value of the investment property remains subject to estimation and could be materially impacted by changes in these assumptions or market conditions. The directors continue to monitor the investment property and the relevant market conditions to ensure that the carrying value remains appropriate.

4. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

2024 2023
£ £
Project fees 11,584,676 8,715,390
Sub consultant fees 10,555 42,370
Recharge income 33,911 9,662
Rental income - 97,994
11,629,142 8,865,416

An analysis of turnover by geographical market is given below:

2024 2023
£ £
United Kingdom 10,037,122 8,163,396
Rest of the world 1,592,020 702,020
11,629,142 8,865,416

5. OTHER OPERATING INCOME
2024 2023
£ £
Rents received 55,479 -
Sundry receipts 4,440 675
59,919 675

6. EMPLOYEES AND DIRECTORS
2024 2023
£ £
Wages and salaries 5,429,827 4,060,090
Social security costs 518,339 424,983
Other pension costs 241,193 166,298
6,189,359 4,651,371

The average number of employees during the year was as follows:
2024 2023

Professional staff 115 120

Included within wages and salaries is £167,000 (2023: £nil) relating to share-based payment charges, see note 27 for more details.

Key management personnel are considered to be the directors only.

Directors received no remuneration for their services to the group in the current or prior year.

Simpsonhaugh Holding Company Limited (Registered number: 13499752)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 March 2024

7. OPERATING PROFIT

2024 2023
£    £   
Depreciation - owned assets 23.350 46,283
Depreciation - under finance lease 86.670 81,667
Amortisation 371,974 278,980
Auditors remuneration 30,500 40,000
Auditors remuneration for non audit work 10,500 -
Operating lease charge 193,912 159,704
Foreign exchange differences (8,684 ) (11,412 )
Impairment of trade receivables 21,557 179,982

8. INTEREST RECEIVABLE AND SIMILAR INCOME
2024 2023
£ £
Deposit account interest 8,314 5,435
HMRC Interest 2,202 -
10,516 5,435

9. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£ £
Bank interest 49,759 32,127
Bank loan interest 166,483 46,325
Hire purchase interest 23,512 25,668
239,754 104,120

10. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2024 2023
£ £
Current tax:
UK corporation tax 609,297 117,803
Underprovision in prior year (107,077 ) -
Foreign taxation 27,080 32,711
Total current tax 529,300 150,514

Deferred tax (64,909 ) (18,419 )
Tax on profit 464,391 132,095

Tax on items charged to equity
2024 2023
£ £
Deferred tax on share-based payments charged to equity (9,445 ) -

Simpsonhaugh Holding Company Limited (Registered number: 13499752)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 March 2024

10. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£ £
Profit before tax 2,112,437 1,325,062
Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 -
19 %)

528,109

251,762

Effects of:
Expenses not deductible for tax purposes 13,136 11,450
Adjustments to tax charge in respect of previous periods (107,077 ) -
Depreciation on assets not qualifying for tax allowances - 735
Amortisation on assets not qualifying for tax allowances 92,994 70,675
Research and development tax credit (63,077 ) (224,489 )
Effect of change in corporation tax rate on deferred tax - 10,292
Other timing differences - 11,670
Movement in deferred tax not recognised 306 -
Total tax charge 464,391 132,095

11. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

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.


12. INTANGIBLE FIXED ASSETS

Group
Goodwill
£
COST
At 1 April 2023
and 31 March 2024 3,471,755
AMORTISATION
At 1 April 2023 278,980
Amortisation for year 371,974
At 31 March 2024 650,954
NET BOOK VALUE
At 31 March 2024 2,820,801
At 31 March 2023 3,192,775

The goodwill relates to the purchase of the trade and assets of SimpsonHaugh and Partners Group LLP by SimpsonHaugh Architects Limited, which is being amortised over the directors' estimate of its useful economic life of 10 years. The goodwill has a carrying value of £2,820,801 and has a remaining amortisation period of 7 years and 7 months.

The company had no intangible fixed assets at 31 March 2024 or 31 March 2023.

Simpsonhaugh Holding Company Limited (Registered number: 13499752)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 March 2024

13. TANGIBLE FIXED ASSETS

Group
Fixtures
Freehold Leasehold Office and
property improvements equipment fittings Totals
£ £ £ £ £
COST
At 1 April 2023 7,005,000 25,425 336,297 62,885 7,429,607
Additions - - 1,969 - 1,969
Disposals - (2,731 ) (24,331 ) (26,568 ) (53,630 )
At 31 March 2024 7,005,000 22,694 313,935 36,317 7,377,946
DEPRECIATION
At 1 April 2023 - 2,961 104,479 20,510 127,950
Charge for year - 2,541 99,211 8,268 110,020
Eliminated on disposal - (2,731 ) (24,330 ) (26,568 ) (53,629 )
At 31 March 2024 - 2,771 179,360 2,210 184,341
NET BOOK VALUE
At 31 March 2024 7,005,000 19,923 134,575 34,107 7,193,605
At 31 March 2023 7,005,000 22,464 231,818 42,375 7,301,657

The net carrying value of tangible fixed assets include the following in respect of assets held under finance lease of hire purchase.

2024 2023
£    £   
Office equipment 131,039 227,039

14. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£
COST
At 1 April 2023 453,055
Disposals (100 )
Share-based payments 167,000
At 31 March 2024 619,955
NET BOOK VALUE
At 31 March 2024 619,955
At 31 March 2023 453,055


Simpsonhaugh Holding Company Limited (Registered number: 13499752)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 March 2024

14. FIXED ASSET INVESTMENTS - continued


Details of the company's subsidiaries at 31 March 2024 are as follows:


Name of undertaking

Address
Class of shares
held

% Held direct
SimpsonHaugh Architects Limited 1 Ordinary 100
Stephenson Hamilton Risley Studio Limited 2 Ordinary 100

Registered office addresses (all UK unless otherwise indicated):
1 - Riverside, 4 Commercial Street, Manchester, Lancashire, M15 4RQ
2 - 3 Riverside Mews, 4 Commercial street, Manchester, M15 4RQ

On 22 August 2023, SimpsonHaugh Management Limited was dissolved and therefore a disposal of £100 has been recognised in the year.

Details of the share-based payments are included in Note 27.

15. INVESTMENT PROPERTY
Company
Total
£
FAIR VALUE
At 1 April 2023
and 31 March 2024 7,005,000
NET BOOK VALUE
At 31 March 2024 7,005,000
At 31 March 2023 7,005,000

Investment properties were valued by OBI Property Ltd on 9 August 2021 at £7,000,000, based upon an open market valuation. The directors have considered the valuation and confirm that this, along with associated legal fees, continue to reflect the fair value of the investment property as at 31 March 2024.

16. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£ £ £ £
Trade debtors 2,464,030 1,618,551 - -
Other debtors 95,229 28,300 93,827 17,633
Corporation tax receivable 21,726 28,200 - -
VAT - - 1,520 -
Deferred tax asset 31,471 - - -
Prepayments & accrued income 1,174,291 1,257,251 11,250 14,250
3,786,747 2,932,302 106,597 31,883

Deferred tax asset
Group Company
2024 2023 2024 2023
£ £ £ £
Accelerated capital allowances (24,094 ) - - -
Share-based payments 51,195 - - -
Other timing differences 4,370 - - -
31,471 - - -

Included within trade debtors, is a bad debt provision amounting to £1,007,164 (2023: £985,608) for amounts which management have assessed to be irrecoverable.

Simpsonhaugh Holding Company Limited (Registered number: 13499752)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 March 2024

17. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£ £ £ £
Bank loans and overdrafts (see note 19) 199,992 199,992 - -
Hire purchase contracts (see note 20) 206,287 531,532 - -
Trade creditors 267,568 284,989 15,855 19,428
Corporation tax payable 581,693 298,583 42,022 54,530
Social security & other taxes 130,970 142,942 - -
VAT 210,753 243,504 - -
Other creditors 72,072 47,520 - -
Due to group undertakings - - 1,631,998 267,920
Directors' current accounts 2,526,634 4,128,480 2,526,634 4,128,480
Accruals & deferred income 2,454,936 2,691,679 9,500 31,593
6,650,905 8,569,221 4,226,009 4,501,951

Amounts due to group undertakings are unsecured, interest free and repayable upon demand.

18. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group Company
2024 2023 2024 2023
£ £ £ £
Bank loans (see note 19) 2,350,026 2,550,018 2,000,000 2,000,000
Hire purchase contracts (see note 20) 42,688 248,953 - -
2,392,714 2,798,971 2,000,000 2,000,000

19. LOANS

An analysis of the maturity of loans is given below:

Group Company
2024 2023 2024 2023
£ £ £ £
Amounts falling due within one year or on demand:
Bank loans 199,992 199,992 - -
Amounts falling due between two and five years:
Bank loans - 2-5 years 350,026 550,018 - -
Amounts falling due in more than five years:
Repayable otherwise than by instalments
Bank loans more 5 yrs non-inst 2,000,000 2,000,000 2,000,000 2,000,000

The group has a mortgage debenture dated 8 November 2011 in favour of The Royal Bank of Scotland PLC ("RBS") in respect of all monies due to or becoming due to RBS on any account whatsoever.

The group has a legal charge over the freehold property dated 22 December 2022 in favour of C. Hoare & Co.

The group has one CBILS loan outstanding at the year end. This loan is repayable over 6 years from the date of drawdown (December 2020). The loan was interest only until December 2021 at which point capital repayments commenced. Interest is charged at 2.42% p.a. over the bank's base rate

The group has one other loan outstanding at the year end. This loan is repayable in full in 5 years from the date of drawdown (December 2022). Interest is charged at 8.37% p.a. As well as the legal charge noted above, the directors have also provided a personal guarantee in respect of this loan.

Simpsonhaugh Holding Company Limited (Registered number: 13499752)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 March 2024

20. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
2024 2023
£ £
Net obligations repayable:
Within one year 206,287 531,532
Between one and five years 42,688 248,953
248,975 780,485

Group
Non-cancellable
operating leases
2024 2023
£ £
Within one year 187,912 193,912
Between one and five years 186,956 374,868
374,868 568,780

Finance lease payments represent rentals payable by the company 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 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

Net obligations under finance leases are secured by fixed charges over the assets to which they relate.

21. PROVISIONS FOR LIABILITIES

Group
2024 2023
£ £
Deferred tax - 42,883
Other provisions
Onerous contract provision 66,751 26,124

Aggregate amounts 66,751 69,007

Group
Deferred Onerous
tax contracts
£ £
Balance at 1 April 2023 42,883 26,124
(Credit)/charge to Statement of Comprehensive Income during year (64,909 ) 66,751
Utilised during year - (26,124 )
Charge to equity during year (9,445 ) -
Balance at 31 March 2024 (31,471 ) 66,751

Simpsonhaugh Holding Company Limited (Registered number: 13499752)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 March 2024

21. PROVISIONS FOR LIABILITIES - continued

Estimated costs to completion in respect of loss making contracts have been provided for in accordance with FRS 102 to ensure the profit and loss account incorporates the expected loss on all onerous contracts.

There are no unused tax losses or unused tax credits.

The deferred tax liability of £24,094 is expected to reverse within 36 months and relates to accelerated capital allowances that are expected to mature within the same period. The deferred tax asset of £4,370 relating to retirement benefit obligations is expected to reverse within 12 months. The deferred tax asset of £51,195 relating to share-based payments is expected to reverse in line with the vesting period of the share-based payment scheme.

22. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £ £
204 Ordinary £1.00 204 204
204 204
On 24 June 2022, 202 ordinary shares of £1 each were issued for non-cash consideration for 2 ordinary shares of £1 each In SimpsonHaugh Architects Limited, 100 ordinary shares of £1 each in SimpsonHaugh Management Limited and 100 ordinary shares of £1 each in Stephenson Hamilton Risley Studio Limited.

23. RESERVES

Other reserves
The group was formed by issuing shares at nominal value. On consolidation of the subsidiary companies, a fair value adjustment has been made to the consideration paid on acquisition, and a net amount of £3,839,051 has been credited to other reserves.

24. PENSION COMMITMENTS

Defined contribution schemes

A defined contribution pension scheme is operated for all qualifying employees, the charge to profit or loss in the year in relation to the scheme was £233,897 (2023: £166,298). The assets of the scheme are held separately from those of the group in an independently administered fund.

25. RELATED PARTY DISCLOSURES

During the year the group paid rent of £158,000 (2023 - £158,000) to M J Field SIPP, an entity connected to the Directors.

At the the year end, the Group and the Company was owed £93,826 (2023: £nil) from related parties. These are related parties of the Group and the Company because the ultimate controlling parties have a common interest in these companies.

26. ULTIMATE CONTROLLING PARTY

The ultimate controlling parties are R J Haugh and I R Simpson.

Simpsonhaugh Holding Company Limited (Registered number: 13499752)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 March 2024

27. SHARE-BASED PAYMENT TRANSACTIONS

On 5 September 2023 the group implemented an equity settled share-based payment plan. This is an Enterprise Management Incentive plan ("EMI plan") for the benefit of employees and directors. 2,560 options are granted with a fixed exercise price set at the date of grant as £197.53 per share. The contractual life of the options is 10 years from the date of grant. Exercise of an option is subject to continued employment with the company.

The share options are issued from the parent company, SimpsonHaugh Holding Company Limited, however the service received in relation to the share-based payment expense is received by SimpsonHaugh Architects Limited. As such, the share option reserve is recognised in the accounts of the parent company. The share-based payment expense is recognised by the company as an expense and capital contribution in other reserves.

The cost of the plan is spread proportionally over the vesting period, assuming a retention rate of 90%.

The group recognised amounts of £167,000 in the year ended 31 December 2023 in respect of the plan. No options have been forfeited or exercised in the year.