REGISTERED NUMBER: 13974467 |
Group Strategic Report, |
Report of the Director and |
Consolidated Financial Statements |
for the Year Ended 31 March 2024 |
for |
Hudgell Group Ltd |
REGISTERED NUMBER: 13974467 |
Group Strategic Report, |
Report of the Director and |
Consolidated Financial Statements |
for the Year Ended 31 March 2024 |
for |
Hudgell Group Ltd |
Hudgell Group Ltd (Registered number: 13974467) |
Contents of the Consolidated Financial Statements |
for the year ended 31 March 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Director | 6 |
Report of the Independent Auditors | 7 |
Consolidated Income Statement | 10 |
Consolidated Other Comprehensive Income | 11 |
Consolidated Balance Sheet | 12 |
Company Balance Sheet | 13 |
Consolidated Statement of Changes in Equity | 14 |
Company Statement of Changes in Equity | 15 |
Consolidated Cash Flow Statement | 16 |
Notes to the Consolidated Cash Flow Statement | 17 |
Notes to the Consolidated Financial Statements | 18 |
Hudgell Group Ltd |
Company Information |
for the year ended 31 March 2024 |
DIRECTOR: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants |
& Statutory Auditors |
St George's Court |
Winnington Avenue |
Northwich |
Cheshire |
CW8 4EE |
Hudgell Group Ltd (Registered number: 13974467) |
Group Strategic Report |
for the year ended 31 March 2024 |
The director presents his strategic report of the company and the group for the year ended 31 March 2024. |
REVIEW OF BUSINESS |
Following a demerger on 8th December 2023, Hudgell Group Limited became the new parent company of the trading company within the Group, Neil Hudgell Limited trading as Hudgell Solicitors which is one of the UK's leading providers of legal services to individuals seeking compensation for mistreatment or suffering harm. |
The group's profit for the period after acquisition after taxation was £1.1m. |
Income for the period was £5.8m. This was in line with the Subsidiary's expectations and resulted from the growth in its core areas of civil liberties, clinical negligence and group action work. |
The year under review saw the conclusion of the 1st year of a 3-year strategy with all strategic goals being met or exceeded across 5 key areas: client; people; community; financial performance and growth. |
A highlight of the year was the transition of Neil Hudgell Limited to Employee Ownership on 8th December 2023. This brings with it increased opportunities to reward our people and to attract new talent. After over 27 years of private ownership, this was a significant step forward for the business and our people in terms of succession planning and for the future proofing of the firm. |
The entire share capital of Neil Hudgell Group Limited was sold to Hudgell Group Limited, a holding company formed for the purpose of the acquisition by the Neil Hudgell Employee Ownership Trust ("the Trust") of which Neil Hudgell Trustees Ltd is trustee, by means of a share for share exchange. The shares in Neil Hudgell Limited were then transferred from Neil Hudgell Holdings Limited to Hudgell Group Limited via intercompany loan, and Neil Hudgell Group Limited, along with its subsidiaries, was extracted from the group and retained by the vendors by way of a capital reduction in Hudgell Group Limited. Finally, 98% of the remaining share capital of Hudgell Group Limited was sold to the Trust. |
The share consideration payable by the Trust for 98% of the group was £14,112,000, of which £5,617,411 was settled in cash and the initial outstanding amount of £8,494,589 by loan notes at an annual interest rate of 8%, to be serviced by future contributions from Neil Hudgell Limited. |
The loan notes are over a period of 10 years, payable in full at the end of the period, to be serviced by future contributions from Neil Hudgell Limited. |
Alongside the transition to Employee Ownership, the firm continues to adopt an ambitious and focused, yet cautious, agenda for growth over the coming years. |
As the demerger and acquisition took place mid year - the consolidated figures only report the profits since acquisition in December 2023. |
Progress against our Strategic Objectives relating to Neil Hudgell Limited |
Client |
Client care is the utmost priority for our business with a goal of continuously striving to improve the service to our clients and to enhance the services we offer to them. |
The year saw the evolution of our client promise extended to a full client charter, ensuring the continued focus of putting our clients at the forefront and making this the most important KPI for our colleagues. |
A continued investment in people skills, including lived experience training, helped our colleagues to be better prepared to support our clients. This has been successful with complaints and negligence levels remaining significantly below industry averages and our client review scores significantly above. |
People |
We aim to nurture a culture of self-starters, motivated by a shared belief in our business values and objectives - working as one team, supporting and developing each other, but not being afraid to challenge each other. |
The transition to an Employee Ownership Trust will enable colleagues to be involved in the firm's decision making as well as benefiting from profits with the first employee bonus having been awarded to all colleagues during the year. |
The year also saw a focus on training and development of colleagues with 5 colleagues moving to Director roles, 10 lawyers being promoted to Associate and Senior Associate roles and 5 colleagues being awarded Training Contracts. In total, more than 100 hours of training was delivered internally. |
Hudgell Group Ltd (Registered number: 13974467) |
Group Strategic Report |
for the year ended 31 March 2024 |
Community |
We set a clear focus on supporting causes that matter to our clients and our people, setting aside a specific fund to support people within our community, partnering local organisations wherever possible, and for all colleagues to provide pro bono advice each year. |
During the year, our colleagues delivered over 500 hours of pro bono advice and the firm's milestone of over £1m in donations to charity was reached. |
Over 50% of our colleagues also undertook voluntary work within the local community. |
Growth |
The firm has a clear strategy for the services it offers, and intends to develop in the future, underwritten by a common purpose of righting wrongs. The significance of the injustice and vulnerability of victims, drives our direction. |
The year saw a significant investment in enhancing the firm's brand with the continued cementing internally of our purpose, vision and mission alongside our colleagues developing new values: |
Fiercely Committed |
To our clients, our people, and our community. |
Never Intimidated |
We face challenges with courage, determination and resilience. |
Refreshingly Down to Earth |
We are approachable, easy to talk to and we will always make time |
A new website was launched resulting in a significant increase in traffic and SEO rankings. |
Hudgell Group Ltd (Registered number: 13974467) |
Group Strategic Report |
for the year ended 31 March 2024 |
PRINCIPAL RISKS AND UNCERTAINTIES |
As the Group's business focuses on the legal sector, the following potential issues apply: |
Legislation |
Further regulatory reforms from the introduction of fixed costs for cases up to £100k were introduced in October 2023. Whilst these changes had a significant impact on some areas of the business, they were well planned for and, whilst there is still some uncertainty around the likely level of fees recoverable in some areas of work, such as travel and civil liberties, the business largely sees these changes as an opportunity to increase its market share of mid value work, as other law firms seek to move to higher value work only. |
The date for introduction of fixed costs into Clinical Negligence remains uncertain, but likely at some point in the short to medium term. Again, this has been planned for with the creation of a new team to deal with this work who are already trialling how to increase efficiencies without the need to impact service levels. |
Brexit |
The impact of Brexit remains a concern with regards to our clients with foreign claims, specifically the Lugano convention. In the meantime, English common law is evolving which presents continued uncertainty around jurisdiction and direct claims against foreign insurers. This remains under review. |
Recruitment |
Following Covid-19, the increased mobility of the legal sector means that finding the best people to support our clients is a high priority. The business has relaunched its flexible working and benefits to mitigate this risk alongside increasing recruitment into its Manchester office to benefit from its large talent pool. |
A full succession plan has been completed for all management and key man dependency roles. |
The business has also developed career progression frameworks for its legal and support colleagues. |
Cyber Security |
With increasing attacks on the legal community over recent months, the firm has invested during the year to enhance its protection and also increase the frequency and extent of training to colleagues. Independent external penetration testing was also implemented. |
Professional liability and uninsured risks |
The business provides legal and advisory services which gives rise to the potential liability for negligence, breach of regulatory duties or other business' professional duties to our clients to be of paramount importance and ensures that the business has appropriate processes and procedures in place to facilitate this. The Group works closely with insurers and the relevant regulatory bodies to proactively identify and minimise risk. |
Regulatory and compliance risk |
The legal sector is heavily regulated and in addition to normal government guidelines and regulations for businesses, the Group is also regulated by the Solicitors Regulation Authority (SRA) and the Information Commissioners Office (ICO). Non-compliance with any regulations could result in reputational and financial implications. The trading company is subject to an annual Accounts Rules SRA audit. All employees are provided with appropriate training and supervision to ensure their behaviour aligns with the firm's policies to ensure compliance is continuously achieved. The Group takes data protection seriously and has robust data protection procedures in place in line with GDPR regulations. |
Hudgell Group Ltd (Registered number: 13974467) |
Group Strategic Report |
for the year ended 31 March 2024 |
FINANCIAL KEY PERFORMANCE INDICATORS |
The director assesses financial performance of the Group by reviewing key financial benchmarks within the legal business, namely, reported turnover and earnings before interest, tax, depreciation, and amortisation (EBITDA). Reported turnover is the value of services provided in respect of successful cases by the Group in the year and the increase reflects the success of the Groups sales strategy over this period. |
The below figures relate to a full year within the legal business. |
2024 | 2023 |
£ | £ |
Turnover | 14,390,011 | 12,368,622 |
Turnover increased year on year by 16% with contributions across all areas of the business. |
Earnings before interest, taxation, depreciation and amortisation is the benchmark which, in the director's opinion, best reflects the underlying performance of the business in the period. |
2024 | 2023 |
£ | £ |
EBITDA | 5,073,990 | 1,470,487 |
The director has continued to invest in the business for its future growth and development whilst maintaining a strong profit performance. |
FINANCIAL INSTRUMENT RISKS |
The financial instrument risks affecting the Group relate to cashflow risk, credit risk and liquidity risk. |
Cashflow risk is the risk that sufficient levels of cash do not flow into the business to allow working capital requirements to be met in a timely manner. The management of the timing of the cash inflows and cash outflows is achieved with the close involvement of management. Management also reviews financial information on a regular basis to determine whether further measures are needed to ensure sufficient cash inflows to the business. |
Credit risk is the risk that the Group will not receive full settlement on amounts due from customers. The risk of bad debts is mitigated by the group having a policy of performing credit checks or receiving payments on account for new clients when practical and ensuring that the Groups exposure to any individual client is tightly controlled, through credit control policies and procedures. |
Liquidity risk is the risk that the Group will not have sufficient funds to carry out its short and longer-term objectives. Historically, the group has managed its funding requirements through the use of bank and other debt finance providers as well as retained profits. |
ON BEHALF OF THE BOARD: |
Hudgell Group Ltd (Registered number: 13974467) |
Report of the Director |
for the year ended 31 March 2024 |
INCORPORATION |
The company was incorporated on 1 March 2022 and was dormant until it acquired the shares in Neil Hudgell Group Limited on 8 December 2023. |
DIVIDENDS |
Recognised in distributions out of retained earnings are interim contributions to the Hudgell Group Employee Ownership Trust totalling £5,923,567. |
DIRECTOR |
STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations. |
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the director is 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 he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
AUDITORS |
The auditors, Bennett Brooks & Co Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Hudgell Group Ltd |
Opinion |
We have audited the financial statements of Hudgell Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company affairs as at 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 director's 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 director with respect to going concern are described in the relevant sections of this report. |
Other information |
The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, 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 Director 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 Director 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 Director. |
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 director's 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 |
Hudgell Group Ltd |
Responsibilities of director |
As explained more fully in the Statement of Director's Responsibilities set out on page six, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or the parent company or to cease operations, or has 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: |
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 evaluation the business rationale of significant transactions outside the normal course of business; and |
- | 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 then 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. |
Other matter |
The prior period financial statements were not subject to audit and the comparative information is therefore presented unaudited. |
Report of the Independent Auditors to the Members of |
Hudgell Group Ltd |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Chartered Accountants |
& Statutory Auditors |
St George's Court |
Winnington Avenue |
Northwich |
Cheshire |
CW8 4EE |
Hudgell Group Ltd (Registered number: 13974467) |
Consolidated |
Income Statement |
for the year ended 31 March 2024 |
Period |
14.3.22 |
Year Ended | to |
31.3.24 | 31.3.23 |
(Unaudited) |
Notes | £ | £ |
TURNOVER | 5,807,162 | - |
Cost of sales | (1,540,350 | ) | - |
GROSS PROFIT | 4,266,812 | - |
Administrative expenses | (2,644,117 | ) | - |
OPERATING PROFIT | 4 | 1,622,695 | - |
Interest receivable and similar income | 75,604 | - |
1,698,299 | - |
Interest payable and similar expenses | 5 | (80,795 | ) | - |
PROFIT BEFORE TAXATION | 1,617,504 | - |
Tax on profit | 6 | (478,008 | ) | - |
PROFIT FOR THE FINANCIAL YEAR |
Profit attributable to: |
Owners of the parent | 1,139,496 | - |
Hudgell Group Ltd (Registered number: 13974467) |
Consolidated |
Other Comprehensive Income |
for the year ended 31 March 2024 |
Period |
14.3.22 |
Year Ended | to |
31.3.24 | 31.3.23 |
(Unaudited) |
Notes | £ | £ |
PROFIT FOR THE YEAR | 1,139,496 | - |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 1,139,496 | - |
Total comprehensive income attributable to: |
Owners of the parent | 1,139,496 | - |
Hudgell Group Ltd (Registered number: 13974467) |
Consolidated Balance Sheet |
31 March 2024 |
2024 | 2023 |
(Unaudited) |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 10 | 7,104,351 | - |
Tangible assets | 11 | 102,386 | - |
Investments | 12 | - | - |
7,206,737 | - |
CURRENT ASSETS |
Debtors | 13 | 9,198,222 | - |
Cash at bank and in hand | 1,292,427 | 1 |
10,490,649 | 1 |
CREDITORS |
Amounts falling due within one year | 14 | (4,564,290 | ) | - |
NET CURRENT ASSETS | 5,926,359 | 1 |
TOTAL ASSETS LESS CURRENT LIABILITIES | 13,133,096 | 1 |
CREDITORS |
Amounts falling due after more than one year | 15 | (2,726,104 | ) | - |
PROVISIONS FOR LIABILITIES | 19 | (791,063 | ) | - |
NET ASSETS | 9,615,929 | 1 |
CAPITAL AND RESERVES |
Called up share capital | 20 | 14,400,000 | 1 |
Retained earnings | 21 | (4,784,071 | ) | - |
SHAREHOLDERS' FUNDS | 9,615,929 | 1 |
The financial statements were approved by the director and authorised for issue on 26 March 2025 and were signed by: |
N Hudgell - Director |
Hudgell Group Ltd (Registered number: 13974467) |
Company Balance Sheet |
31 March 2024 |
2024 | 2023 |
(Unaudited) |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 10 |
Tangible assets | 11 |
Investments | 12 |
CURRENT ASSETS |
Cash in hand |
CREDITORS |
Amounts falling due within one year | 14 | ( | ) |
NET CURRENT (LIABILITIES)/ASSETS | ( | ) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 20 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 5,913,567 | - |
The financial statements were approved by the director and authorised for issue on |
Hudgell Group Ltd (Registered number: 13974467) |
Consolidated Statement of Changes in Equity |
for the year ended 31 March 2024 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Changes in equity |
Profit for the period | - | - | - |
Issue of share capital | 1 | - | 1 |
Balance at 31 March 2023 | 1 | - | 1 |
Changes in equity |
Profit for the year | - | 1,139,496 | 1,139,496 |
Total comprehensive income | - | 1,139,496 | 1,139,496 |
Contributions to EOT | - | (5,923,567 | ) | (5,923,567 | ) |
Increase in share capital | 19,668,061 | - | 19,668,061 |
Reduction in share capital | (5,268,062 | ) | - | (5,268,062 | ) |
Total transactions with owners, recognised directly in equity | 14,399,999 | (5,923,567 | ) | 8,476,432 |
Balance at 31 March 2024 | 14,400,000 | (4,784,071 | ) | 9,615,929 |
Hudgell Group Ltd (Registered number: 13974467) |
Company Statement of Changes in Equity |
for the year ended 31 March 2024 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Changes in equity |
Profit for the period | - | - | - |
Issue of share capital | - |
Balance at 31 March 2023 |
Changes in equity |
Profit for the year | - | 5,913,567 | 5,913,567 |
Total comprehensive income | - |
Contributions to EOT | - | ( | ) | ( | ) |
Increase in share capital | 19,668,061 | - | 19,668,061 |
Reduction in share capital | (5,268,062 | ) | - | (5,268,062 | ) |
Total transactions with owners, recognised directly in equity | 14,399,999 | (5,913,567 | ) | 8,486,432 |
Balance at 31 March 2024 |
Hudgell Group Ltd (Registered number: 13974467) |
Consolidated Cash Flow Statement |
for the year ended 31 March 2024 |
Period |
14.3.22 |
Year Ended | to |
31.3.24 | 31.3.23 |
(Unaudited) |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 4,071,567 | - |
Tax paid | (439,938 | ) | - |
Net cash from operating activities | 3,631,629 | - |
Cash flows from investing activities |
Acquisition of sub, net of cash acquired | 1,160,790 | - |
Interest received | 75,604 | - |
Net cash from investing activities | 1,236,394 | - |
Cash flows from financing activities |
Loan repayments in year | (25,319 | ) | - |
Directors loan accounts repaid | 2,454,084 | - |
Share issue | - | 1 |
Interest paid | (80,795 | ) | - |
Contributions to EOT | (5,923,567 | ) | - |
Net cash from financing activities | (3,575,597 | ) | 1 |
Increase in cash and cash equivalents | 1,292,426 | 1 |
Cash and cash equivalents at beginning of year | 2 | 1 | - |
Cash and cash equivalents at end of year | 2 | 1,292,427 | 1 |
Hudgell Group Ltd (Registered number: 13974467) |
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 |
Period |
14.3.22 |
Year Ended | to |
31.3.24 | 31.3.23 |
(Unaudited) |
£ | £ |
Profit before taxation | 1,617,504 | - |
Depreciation charges | 259,744 | - |
Increase in provisions | (1,306 | ) | - |
Finance costs | 80,795 | - |
Finance income | (75,604 | ) | - |
1,881,133 | - |
Decrease in trade and other debtors | 1,479,457 | - |
Increase in trade and other creditors | 710,977 | - |
Cash generated from operations | 4,071,567 | - |
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 | 1,292,427 | 1 |
Period ended 31 March 2023 |
31.3.23 | 14.3.22 |
(Unaudited) |
£ | £ |
Cash and cash equivalents | 1 | - |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 1.4.23 | Cash flow | Acquired | At 31.3.24 |
£ | £ | £ | £ |
Net cash |
Cash at bank |
and in hand | 1 | 131,636 | 1,160,790 | 1,292,427 |
1 | 131,636 | 1,160,790 | 1,292,427 |
Debt |
Debts falling due |
within 1 year | - | 25,318 | (47,401 | ) | (22,083 | ) |
- | 25,318 | (47,401 | ) | (22,083 | ) |
Total | 1 | 156,954 | 1,113,389 | 1,270,344 |
Hudgell Group Ltd (Registered number: 13974467) |
Notes to the Consolidated Financial Statements |
for the year ended 31 March 2024 |
1. | STATUTORY INFORMATION |
Hudgell Group Ltd is a private company, limited by shares, incorporated and registered in England and Wales. The company's registered office address can be found on the Company Information page. |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Going concern |
The group meets its day-to-day working capital requirements through its cash resources and bank facilities. The Director notes that, in the legal business, there can be a considerable time period between taking on a case and receiving the cash settlement for successful cases and the cash operating cycle in this industry is traditionally long. Forecasts and projections have been prepared which show, taking account of reasonably possible changes in trading performance, that the group should be able to operate within the level of its current cash resources and available facilities. Furthermore, the Director has confirmed that he would provide additional funding as required for the group to meet its financial obligations as they fall due. After making enquiries, the Director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The group therefore continues to adopt the going concern basis in preparing its financial statements. |
The group has adopted the FRS 102 accounting policies and principles on a consistent basis. The principal policies are set out below. |
Basis of consolidation |
The consolidated group financial statements consist of the financial statements of the parent company, Hudgell Group Limited, together with all entities controlled by the parent company (its subsidiaries). |
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 into line with those used by other members of the group. |
All intra-group transactions and balances are eliminated on consolidation. |
Subsidiaries are consolidated in the group's financial statements from the date that control commences until the date that control ceases. |
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 is recognised as goodwill. 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 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. |
Hudgell Group Ltd (Registered number: 13974467) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 March 2024 |
2. | ACCOUNTING POLICIES - continued |
Critical accounting judgements and key sources of estimation uncertainty |
Preparation of financial statements requires management to make certain judgements and estimates. The directors of the group consider there to be no significant or material judgements used to calculate the useful economic life of tangible fixed assets as these are aligned with industry averages. All tangible fixed assets are being depreciated accordingly over the useful economic life. |
Goodwill recognised in relation to the acquisition of Neil Hudgell Limited is being amortised over a ten year period. |
When Hudgell Group Limited acquired Neil Hudgell Limited on 8 December 2023, the shareholders and their respective shareholdings remained the same and thus control remained the same. However, the control was deemed to be transitory as the Hudgell Group Employee Ownership Trust acquired the shares in Hudgell Group Limited on 8 December 2023. Therefore, merger accounting was not available to the company and acquisition accounting has been applied. |
The directors of the group consider that in the preparation of these financial statements the material judgements and estimates which could give rise to a material misstatement in future accounting periods are set out below. |
Carrying values of investments |
In preparing the financial statements, the directors have determined whether there are indicators of impairment of the group's investment in subsidiary and associate undertakings. Factors taken into consideration in reaching a decision include the economic viability of the individual subsidiaries and the future ability to repay the cost of investment. The directors have reviewed the value of each investment at the year end and, where appropriate, impaired the carrying value in the group. |
Calculation of accrued income |
The calculation of accrued income to be recognised contains certain assumptions around the caseload profile, the time taken to settle cases and agree amounts to be paid, together with the levels of disbursements paid and/or recovered from third parties. The group applies a consistent methodology of calculation which uses a number of assumptions that are updated as time progresses. |
Carrying value of provisions |
The group recognises a number of provisions against disbursement costs incurred on individual cases, and for certain legal claims. These require the use of judgement in their calculation and include a number of estimates and assumptions. The carrying values are reviewed and amended as new information is received as time progresses. |
Provision for legal claims made against the group are recognised when, to the director's judgement, it is probable that the group will need to settle the claim. |
Turnover |
Legal turnover represents amounts chargeable to clients for the provision of legal services, inclusive of direct expenses incurred on client assignments but excluding value added tax. Turnover is recognised when a right to consideration has been obtained through performance under each contract, and where it is probable that economic benefits will flow to the entity, and the amount can be measured reliably. |
Unbilled revenue arising on cases where damages have been awarded, is included in debtors within accrued income. |
Other operating income |
Other operating income is measured at the fair value of the consideration received or receivable when it is probable that future economic benefit will arise and can be measured reliably. Other operating income will be recognised in the profit and loss account separately from revenue. |
Goodwill |
Goodwill recognised represents the excess of the fair value and directly attributable costs of the purchase consideration over the fair values to the group's interest in the identifiable net assets, liabilities and contingent liabilities acquired. |
Goodwill is amortised over its expected useful life which is estimated to be ten years. Goodwill is assessed for impairment when there are indicators of impairment and any impairment is charged to the income statement. No reversals of impairment are recognised. |
Hudgell Group Ltd (Registered number: 13974467) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 March 2024 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Improvements to property | - |
Office equipment | - |
Tangible assets are stated at cost less accumulated depreciation. Cost includes the original purchase price, costs directly attributable to bringing the asset to its working condition for its intended use, dismantling and restoration costs. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
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 profit and loss account. |
Share capital |
T Ordinary shares are classed as equity. |
Distribution to equity holders |
Dividends are recognised as a liability in the financial statements in the period in which the dividends are approved by the group's shareholders. Also recognised are payments on behalf of and distributed to the company's Employee Ownership Trust. These amounts are recognised in the statement of changes in equity. |
Related party transactions |
The group discloses transactions with related parties which are not wholly owned within the same group. Where appropriate, transactions of a similar nature are aggregated unless, in the opinion of the directors, separate disclosure is necessary to understand the effect of the transactions on the financial statements. |
Hudgell Group Ltd (Registered number: 13974467) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 March 2024 |
3. | EMPLOYEES AND DIRECTORS |
Period |
14.3.22 |
Year Ended | to |
31.3.24 | 31.3.23 |
(Unaudited | ) |
£ | £ |
Wages and salaries | 2,487,305 | - |
Social security costs | 256,926 | - |
Other pension costs | 145,586 | - |
2,889,817 | - |
The average number of employees during the year was as follows: |
Period |
14.3.22 |
Year Ended | to |
31.3.24 | 31.3.23 |
(Unaudited | ) |
Fee earners | 95 | - |
Administration and support | 35 | - |
Management team | 4 | - |
134 | - |
Period |
14.3.22 |
Year Ended | to |
31.3.24 | 31.3.23 |
(Unaudited) |
£ | £ |
Director's remuneration | 47,969 | - |
4. | OPERATING PROFIT |
The operating profit is stated after charging: |
Period |
14.3.22 |
Year Ended | to |
31.3.24 | 31.3.23 |
(Unaudited) |
£ | £ |
Hire of plant & machinery | 14,172 | - |
Depreciation - owned assets | 14,766 | - |
Goodwill amortisation | 244,978 | - |
Auditors' remuneration | 10,000 | - |
Auditors' remuneration for non audit work | 19,158 | - |
Hudgell Group Ltd (Registered number: 13974467) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 March 2024 |
5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
Period |
14.3.22 |
Year Ended | to |
31.3.24 | 31.3.23 |
(Unaudited) |
£ | £ |
Bank & other loan interest | 6,104 | - |
Interest paid to client | 56,471 | - |
HMRC interest | 18,220 | - |
80,795 | - |
6. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
Period |
14.3.22 |
Year Ended | to |
31.3.24 | 31.3.23 |
(Unaudited | ) |
£ | £ |
Current tax: |
UK corporation tax | 421,315 | - |
Deferred tax | 56,693 | - |
Tax on profit | 478,008 | - |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
Period |
14.3.22 |
Year Ended | to |
31.3.24 | 31.3.23 |
(Unaudited | ) |
£ | £ |
Profit before tax | 1,617,504 | - |
Profit multiplied by the standard rate of corporation tax in the UK of 25% | 404,376 | - |
Effects of: |
Expenses not deductible for tax purposes | 64.020 | - |
Depreciation in excess of capital allowances | 9,612 | - |
Total tax charge | 478,008 | - |
FACTORS THAT MAY AFFECT FUTURE CHANGES |
In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would increase to 25% (rather than the reduced rate of 19% as previously enacted). This new law was substantially enacted on 24 May 2021. Deferred taxes at the balance sheet date have been measured using these enacted tax rates and the impact thereof has been reflected in these financial statements. |
7. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
Hudgell Group Ltd (Registered number: 13974467) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 March 2024 |
8. | DIVIDENDS |
Recognised in distributions out of retained earnings are payments on behalf of and distributions to the Hudgell Group Employee Ownership Trust totalling £5,923,567. |
9. | EMPLOYEE OWNERSHIP TRUST |
On 8th December 2023 a demerger and group restructure took place to facilitate the sale of Neil Hudgell Limited to an Employee Ownership Trust in order to put in place an ownership structure that retains and motivates the employees of the company. |
The entire share capital of Neil Hudgell Group Limited was sold to Hudgell Group Limited, a holding company formed for the purpose of the acquisition by the Neil Hudgell Employee Ownership Trust ("the Trust") of which Neil Hudgell Trustees Ltd is trustee, by means of a share for share exchange. The shares in Neil Hudgell Limited were then transferred from Neil Hudgell Holdings Limited to Hudgell Group Limited via intercompany loan, and Neil Hudgell Group Limited, along with its subsidiaries, was extracted from the group and retained by the vendors by way of a capital reduction in Hudgell Group Limited. Finally, 98% of the remaining share capital of Hudgell Group Limited was sold to the Trust. |
The share consideration payable by the Trust for 98% of the group was £14,112,000, of which £5,617,411 was settled in cash and the initial outstanding amount of £8,494,589 by loan notes at an annual interest rate of 8%, to be serviced by future contributions from Neil Hudgell Limited. |
The loan notes are over a period of 10 years, payable in full at the end of the period, to be serviced by future contributions from Neil Hudgell Limited. |
10. | INTANGIBLE FIXED ASSETS |
Group |
Goodwill |
£ |
COST |
Additions | 10,992,366 |
Disposals | (3,643,037 | ) |
At 31 March 2024 | 7,349,329 |
AMORTISATION |
Amortisation for year | 244,978 |
At 31 March 2024 | 244,978 |
NET BOOK VALUE |
At 31 March 2024 | 7,104,351 |
The company has no intangible fixed assets. |
The disposal relates to the transfer out of the group of the subsidiaries retained by the previous owner - see note 24. |
Hudgell Group Ltd (Registered number: 13974467) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 March 2024 |
11. | TANGIBLE FIXED ASSETS |
Improvements | Office | Totals |
to property | equipment | £ |
£ | £ |
COST |
Additions arising on acquisitions | 697 | 184,173 | 184,870 |
Disposals | - | (67,718 | ) | (67,718 | ) |
At 31 March 2024 | 697 | 116,455 | 117,152 |
DEPRECIATION |
Charge for year | 52 | 14,714 | 14,766 |
At 31 March 2024 | 52 | 14,714 | 14,766 |
NET BOOK VALUE |
At 31 March 2024 | 645 | 101,741 | 102,386 |
Of the above additions, £187,635 arose on acquisition - see note 24. |
The company has no tangible fixed assets. |
12. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
Additions |
Disposals | ( | ) |
At 31 March 2024 |
NET BOOK VALUE |
At 31 March 2024 |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
Registered office: No 2 At The Dock, 46 Humber Street, Hull, East Riding, England, HU1 1TU |
Nature of business: |
% |
Class of shares: | holding |
Hudgell Group Limited acquired 100% of the share capital of Neil Hudgell Limited on 8 December 2023 as part of a company restructure to facilitate the sale of Neil Hudgell Limited to the Neil Hudgell Employee Ownership Trust. |
Hudgell Group Ltd (Registered number: 13974467) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 March 2024 |
12. | FIXED ASSET INVESTMENTS - continued |
Registered office: No 2 At The Dock, 46 Humber Street, Hull, East Riding, England, HU1 1TU |
Nature of business: |
% |
Class of shares: | holding |
Hudgell Group Limited indirectly holds 100% of the share capital of Neil Hudgell Trustees Limited through its acquisition of the parent company, Neil Hudgell Limited. Neil Hudgell Trustees Limited is included in the consolidated financial statements, is entitled to, and has opted to take, exemption from the requirement for their individual financial statements to be audited under section 479a of the Companies Act 2006 in relation to subsidiary companies. |
As part of the demerger steps of the group reorganisation, the company transferred its interest in Neil Hudgell Group Limited to a newly incorporated party, Hudgell Property Holdings Limited. |
13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group |
2024 | 2023 |
(Unaudited) |
£ | £ |
Trade debtors | 3,875,269 | - |
Amounts owed by related parties | 3,897,502 | - |
Deferred tax asset | 11,153 | - |
Prepayments | 130,822 | - |
Accrued income | 1,283,476 | - |
9,198,222 | - |
Deferred tax asset |
Group |
2024 | 2023 |
(Unaudited) |
£ | £ |
Deferred tax | 11,153 | - |
Amounts owed by related parties are unsecured, interest free and repayable on demand. |
14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
(Unaudited) | (Unaudited) |
£ | £ | £ | £ |
Other loans (see note 16) | 22,083 | - |
Trade creditors | 81,989 | - |
Tax | 1,233,492 | - |
Social security & other taxes | 165,618 | - |
VAT | 781,834 | - | - | - |
Due to medical agencies | 898,596 | - |
Other creditors | 10,000 | - | 10,000 | - |
Due to group undertakings | - | - | 98,395 | - |
Accruals and deferred income | 1,370,678 | - |
4,564,290 | - |
Hudgell Group Ltd (Registered number: 13974467) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 March 2024 |
15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group |
2024 | 2023 |
(Unaudited) |
£ | £ |
Due to medical agencies | 2,726,104 | - |
16. | LOANS |
An analysis of the maturity of loans is given below: |
Group |
2024 | 2023 |
(Unaudited) |
£ | £ |
Amounts falling due within one year or on | demand: |
Other loans | 22,083 | - |
There are various asset funding loans totalling £22,083 at the year end. These accrue interest at rates between 22% and 42%. |
17. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non-cancellable |
operating leases |
2024 | 2023 |
(Unaudited) |
£ | £ |
Within one year | 56,025 | - |
Between one and five years | 15,099 | - |
71,124 | - |
18. | SECURED DEBTS |
The bank loans of Neil Hudgell Limited have been secured by a debenture comprising fixed and floating charges over all the assets and undertakings of the Company. |
A life insurance policy is in place for N Hudgell to cover any potential liabilities. |
N Hudgell has also provided a personal guarantee limited to £750,000 in relation to the company's bank borrowings. |
There is an unlimited composite guarantee provided by Neil Hudgell Limited and its ultimate parent company over all bank liabilities of each other. |
19. | PROVISIONS FOR LIABILITIES |
Group |
2024 | 2023 |
(Unaudited) |
£ | £ |
Other provisions | 791,063 | - |
Aggregate amounts | 791,063 | - |
Hudgell Group Ltd (Registered number: 13974467) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 March 2024 |
19. | PROVISIONS FOR LIABILITIES - continued |
Group |
Deferred | Other |
tax | provisions |
£ | £ |
Arising on acquisition | (67,846 | ) | 824,200 |
Utilised during year | - | (33,137 | ) |
Unused amounts reversed | 56,693 | - |
Balance at 31 March 2024 | (11,153 | ) | 791,063 |
Other provisions relate to potential settlements on on-going legal matters. The deferred tax asset is presented within debtors in note 13 and relates to accelerated capital allowances and other short-term timing differences. |
20. | CALLED UP SHARE CAPITAL |
Number | Class | Nominal value | 2024 | 2023 |
£ | £ |
1 | Ordinary | £1 | - | 1 |
14,112,000 | T Ordinary | £1 | 14,112,000 | - |
288,000 | B Ordinary | £1 | 288,000 | - |
14,400,000 | 1 |
On 8 December 2023, 14,400,000 T Ordinary shares of £1 each and 5,268,061 P Ordinary shares of £1 each were issued as part of the group restructure. |
On the same date, the 1 Ordinary share was converted to 1 P Ordinary share and 288,000 T Ordinary shares were re-designated as 288,000 B Ordinary shares of £1 each. 5,268,062 P Ordinary shares of £1 each were then cancelled by way of capital reduction. |
21. | RESERVES |
Group | Retained |
earnings | Totals |
£ | £ |
Profit for the period | 1,095,922 | 1,095,922 |
Contributions to Employee Ownership Trust | (5,923,567 | ) | (5,923,567 | ) |
At 31 March 2024 | (4,827,645 | ) | (4,827,645 | ) |
Company | Retained |
earnings | Totals |
£ | £ |
Profit for the period | 5,913,567 | 5,913,567 |
Contributions to Employee Ownership Trust | (5,913,567 | ) | (5,913,567 | ) |
At 31 March 2024 | - | - |
Hudgell Group Ltd (Registered number: 13974467) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 March 2024 |
22. | DIRECTOR'S ADVANCES, CREDITS AND GUARANTEES |
£ |
N Hudgell |
Amounts transferred on acquisition | 2,383,601 |
Other transfers | 70,483 |
Amounts written off | (2,454,084 | ) |
Balance outstanding at end of year | - |
23. | RELATED PARTY DISCLOSURES |
At the year end, the following balances were owed to Neil Hudgell Limited by members of its previous group and are now recognised in other debtors: |
£ |
Neil Hudgell Group Ltd | 2,538,455 |
Hudgell Property Holdings Ltd | 26,400 |
Hudgell (Property) Ltd | 1,342,648 |
Neil Hudgell Holdings Ltd | (10,000 | ) |
3,897,503 |
The ultimate controlling party is the Neil Hudgell Employee Ownership Trust. |
Hudgell Group Ltd (Registered number: 13974467) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 March 2024 |
24. | BUSINESS COMBINATIONS |
Acquisition of Neil Hudgell Group Limited |
On 8 December 2023 the Group acquired a 100% interest in Neil Hudgell Limited from its shareholders in a share for share exchange valued at £14,400,000. Management have estimated the useful life of the goodwill to be ten years. |
Recognised amounts of identifiable assets acquired and liabilities assumed |
Book value | Adjustment | Fair value |
£ | £ | £ |
Fixed assets |
Property, plant & equipment | 971,827 | (784,192 | ) | 187,635 |
Investment property | 5,655,743 | (5,655,743 | ) | - |
Current assets |
Debtors | 7,552,769 | (2,045,445 | ) | 5,507,324 |
Directors' loan account | 2,387,670 | (4,069 | ) | 2,383,601 |
Intercompany | 157,421 | 5,001,781 | 5,159,202 |
Cash | 2,991,954 | (1,732,769 | ) | 1,259,185 |
19,717,384 | (5,220,437 | ) | 14,496,947 |
Current liabilities |
Trade and other creditors | (1,719,918 | ) | 13,366 | (1,706,552 | ) |
Corporation tax payable | (1,305,271 | ) | 53,156 | (1,252,115 | ) |
Loans | (3,353,751 | ) | 3,306,350 | (47,401 | ) |
Due to medical agencies | (3,617,290 | ) | (3,617,290 | ) |
Deferred tax assets/(liabilities) | (154,695 | ) | 222,541 | 67,846 |
Provisions | (792,369 | ) | (792,369 | ) |
8,774,090 | (1,625,024 | ) | 7,149,066 |
Total identifiable net assets on acquisition | 7,149,066 |
Consideration |
Issue of equity shares | 14,400,000 |
Stamp duty | 98,395 |
Total consideration | 14,498,395 |
Net assets on acquisition | (7,149,066 | ) |
Goodwill on acquisition | 7,349,329 |
For cash flow disclosure purposes the amounts disclosed are as follows: |
Directly attributable costs (stamp duty paid) | 98,395 |
Less: |
Cash and cash equivalents acquired | (1,259,185 | ) |
Net cash inflow | 1,160,790 |
The adjustments to fair value relate to the disposal of the property group, consisting of Neil Hudgell Group Limited and its subsidiaries, on the same date that Neil Hudgell Limited was acquired to reflect that the book value of the net assets acquired included the property group but as it was immediately disposed of, the fair value of net assets acquired has been updated by removing all assets and liabilities in relation to the property group. |
The revenue and profit generated in the period was all related to the above acquisition. |