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REGISTERED NUMBER: 10994263 (England and Wales)

















Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 August 2024

for

SMH Holdings Ltd

SMH Holdings Ltd (Registered number: 10994263)






Contents of the Consolidated Financial Statements
for the Year Ended 31 August 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 5

Consolidated Income Statement 8

Consolidated Other Comprehensive Income 9

Consolidated Balance Sheet 10

Company Balance Sheet 11

Consolidated Statement of Changes in Equity 12

Company Statement of Changes in Equity 13

Consolidated Cash Flow Statement 14

Notes to the Consolidated Cash Flow Statement 15

Notes to the Consolidated Financial Statements 17


SMH Holdings Ltd

Company Information
for the Year Ended 31 August 2024







DIRECTORS: Mr J E Hartley
Mr J M Dickens
Mr S J Fern





REGISTERED OFFICE: 5 Westbrook Court
Sharrow Vale Road
Sheffield
South Yorkshire
S11 8YZ





REGISTERED NUMBER: 10994263 (England and Wales)





AUDITORS: Williamson & Croft Audit Limited
York House
20 York Street
Manchester
M2 3BB

SMH Holdings Ltd (Registered number: 10994263)

Group Strategic Report
for the Year Ended 31 August 2024

The directors present their strategic report of the company and the group for the year ended 31 August 2024.

REVIEW OF BUSINESS
SMH Group have enjoyed continued growth following the acquisition of Howard Matthews Partnership and Sheards Accountants to our group. After the year end we have received significant investment from Phoenix Equity Partners, accelerating growth plans and increasing opportunities for SMH Group to expand service lines and around the region.

Fee income has increased by 32% to £10.6m (2023: £8.1m), and operating profit by 34% to £2.8m (2023: £2.0m).
The groups main performance indicators are considered to be gross profit margin, EBITDA and staff turnover.
Gross profit margin continued to improve to 58.2% (2023: 57.0%). EBITDA increased by 30% to £3.5m (2023: £2.7m), due to the inclusion of SMH Howard Matthews, SMH Elite Payroll, and SMH Sheards, and the hard work of our staff. The directors are pleased to see a high level of staff retention, and are committed to providing continuity to our clients by staff in key roles.

PRINCIPAL RISKS AND UNCERTAINTIES
The professional services market remains highly competitive. This competition includes for staff, client satisfaction and pricing. The directors remain vigilant to these risks and regularly review the competitiveness of the group in the market. Debts are also insured where possible.

Exposure to liquidity and cashflow risk is managed by good credit terms with major suppliers and with customers, along with ongoing reviews of bank borrowings and support from the directors.

ON BEHALF OF THE BOARD:





Mr J M Dickens - Director


22 May 2025

SMH Holdings Ltd (Registered number: 10994263)

Report of the Directors
for the Year Ended 31 August 2024

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

PRINCIPAL ACTIVITIES
The principal activities of the group in the year under review were those of accountants, auditors, financial advisors, legal executives, and finance brokers.

DIVIDENDS
An interim dividend of 3022.38 per share was paid on 31 August 2024. The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 31 August 2024 will be £ 302,238 .

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

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

Mr J E Hartley
Mr J M Dickens

Other changes in directors holding office are as follows:

Mr S J Fern was appointed as a director after 31 August 2024 but prior to the date of this report.

Mrs K Dickens ceased to be a director after 31 August 2024 but prior to the date of this report.

DISCLOSURE IN THE STRATEGIC REPORT
The Company has chosen in accordance with section 414c(11) of the Companies Act 2006, and as noted In this Directors' report, to include certain additional matters in its strategic report. that would otherwise be required to be disclosed in this Directors report. These are as follows;
- a summary of the Company's trading activities and principle activities of the Company.
- principal risks and uncertainties;
- future prospects; and
- review of the business and future prospects.


SMH Holdings Ltd (Registered number: 10994263)

Report of the Directors
for the Year Ended 31 August 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). 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, Williamson & Croft Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





Mr J M Dickens - Director


22 May 2025

Report of the Independent Auditors to the Members of
SMH Holdings Ltd

Opinion
We have audited the financial statements of SMH Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 August 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 August 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.

Report of the Independent Auditors to the Members of
SMH Holdings Ltd


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.

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.

Report of the Independent Auditors to the Members of
SMH Holdings Ltd


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:

1. We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group through discussions with management and determined that the most significant are the Companies Act 2006, the, employment Law and health and safety regulations. Also the Companies in the group are members of; and as such regulated by the Association of Chartered Certified Accountants, the Institute of Chartered Accountants in England and Wales and the Chartered Insurance Institute.

2. Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved review of the documented policies and procedures, legal costs incurred during the period and discussions with the Board of Directors and key management personnel.

3. We assessed the susceptibility of the of the Group and Parent Company's financial statements to material misstatement, including how fraud might occur by considering the key risks impacting the financial statements. We assessed this risk as low due to oversight by management and by the Board of Directors and day-to-day involvement of Directors in the operations of the business.

4. We have reviewed the Group's control environment and assessed that it is adequate for a Company of its size and nature.

5. We designed our audit testing to review the presumed risk under ISA (UK and Ireland) 240 that that revenue may be misstated due to the improper recognition of revenue and that management over-ride of controls is present in all entities.

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.

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.




Tor Stringfellow FCA (Senior Statutory Auditor)
for and on behalf of Williamson & Croft Audit Limited
York House
20 York Street
Manchester
M2 3BB

22 May 2025

SMH Holdings Ltd (Registered number: 10994263)

Consolidated
Income Statement
for the Year Ended 31 August 2024

2024 2023
Notes £ £

TURNOVER 3 10,627,336 8,058,857

Cost of sales 4,437,955 3,462,657
GROSS PROFIT 6,189,381 4,596,200

Administrative expenses 3,443,772 2,563,293
2,745,609 2,032,907

Other operating income 10,232 16,767
OPERATING PROFIT 5 2,755,841 2,049,674

Interest receivable and similar income 1,498 3,407
2,757,339 2,053,081

Interest payable and similar expenses 7 265,357 242,378
PROFIT BEFORE TAXATION 2,491,982 1,810,703

Tax on profit 8 726,306 430,734
PROFIT FOR THE FINANCIAL YEAR 1,765,676 1,379,969
Profit attributable to:
Owners of the parent 1,303,139 1,029,143
Non-controlling interests 462,537 350,826
1,765,676 1,379,969

SMH Holdings Ltd (Registered number: 10994263)

Consolidated
Other Comprehensive Income
for the Year Ended 31 August 2024

2024 2023
Notes £ £

PROFIT FOR THE YEAR 1,765,676 1,379,969


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

1,765,676

1,379,969

Total comprehensive income attributable to:
Owners of the parent 1,303,139 1,029,143
Non-controlling interests 462,537 350,826
1,765,676 1,379,969

SMH Holdings Ltd (Registered number: 10994263)

Consolidated Balance Sheet
31 August 2024

2024 2023
Notes £ £ £
FIXED ASSETS
Intangible assets 11 3,586,818 2,522,992
Tangible assets 12 329,056 352,750
Investments 13 - -
Investment property 14 165,153 165,153
4,081,027 3,040,895

CURRENT ASSETS
Debtors 15 5,402,917 3,826,993
Cash at bank and in hand 353,665 297,908
5,756,582 4,124,901
CREDITORS
Amounts falling due within one year 16 4,663,103 3,897,143
NET CURRENT ASSETS 1,093,479 227,758
TOTAL ASSETS LESS CURRENT LIABILITIES 5,174,506 3,268,653

CREDITORS
Amounts falling due after more than one year 17 (2,901,123 ) (2,176,133 )

PROVISIONS FOR LIABILITIES 22 (68,590 ) (81,451 )
NET ASSETS 2,204,793 1,011,069

CAPITAL AND RESERVES
Called up share capital 23 100 100
Share premium 284,080 284,080
Retained earnings 1,554,213 553,312
SHAREHOLDERS' FUNDS 1,838,393 837,492

NON-CONTROLLING INTERESTS 24 366,400 173,577
TOTAL EQUITY 2,204,793 1,011,069

The financial statements were approved by the Board of Directors and authorised for issue on 22 May 2025 and were signed on its behalf by:



Mr J M Dickens - Director


SMH Holdings Ltd (Registered number: 10994263)

Company Balance Sheet
31 August 2024

2024 2023
Notes £ £ £
FIXED ASSETS
Intangible assets 11 - -
Tangible assets 12 - -
Investments 13 3,174,574 3,192,842
Investment property 14 - -
3,174,574 3,192,842

CURRENT ASSETS
Debtors 15 4,026,849 3,086,245
Cash in hand 200 -
4,027,049 3,086,245
CREDITORS
Amounts falling due within one year 16 1,308,067 1,436,020
NET CURRENT ASSETS 2,718,982 1,650,225
TOTAL ASSETS LESS CURRENT LIABILITIES 5,893,556 4,843,067

CREDITORS
Amounts falling due after more than one year 17 1,481,883 1,770,895
NET ASSETS 4,411,673 3,072,172

CAPITAL AND RESERVES
Called up share capital 23 100 100
Share premium 284,080 284,080
Retained earnings 4,127,493 2,787,992
SHAREHOLDERS' FUNDS 4,411,673 3,072,172

Company's profit for the financial year 1,641,739 1,391,312

The financial statements were approved by the Board of Directors and authorised for issue on 22 May 2025 and were signed on its behalf by:





Mr J M Dickens - Director


SMH Holdings Ltd (Registered number: 10994263)

Consolidated Statement of Changes in Equity
for the Year Ended 31 August 2024

Called up
share Retained Share
capital earnings premium
£ £ £
Balance at 1 September 2022 100 583,779 284,080

Changes in equity
Dividends - (1,059,610 ) -
Total comprehensive income - 1,029,143 -
Balance at 31 August 2023 100 553,312 284,080

Changes in equity
Dividends - (302,238 ) -
Total comprehensive income - 1,303,139 -
100 1,554,213 284,080
Acquisition of non-controlling
interest

-

-

-
Balance at 31 August 2024 100 1,554,213 284,080
Non-controlling Total
Total interests equity
£ £ £
Balance at 1 September 2022 867,959 187,655 1,055,614

Changes in equity
Dividends (1,059,610 ) (364,904 ) (1,424,514 )
Total comprehensive income 1,029,143 350,826 1,379,969
Balance at 31 August 2023 837,492 173,577 1,011,069

Changes in equity
Dividends (302,238 ) (461,530 ) (763,768 )
Total comprehensive income 1,303,139 462,537 1,765,676
1,838,393 174,584 2,012,977
Acquisition of non-controlling
interest

-

191,817

191,817
Balance at 31 August 2024 1,838,393 366,401 2,204,794

SMH Holdings Ltd (Registered number: 10994263)

Company Statement of Changes in Equity
for the Year Ended 31 August 2024

Called up
share Retained Share Total
capital earnings premium equity
£ £ £ £
Balance at 1 September 2022 100 2,456,290 284,080 2,740,470

Changes in equity
Dividends - (1,059,610 ) - (1,059,610 )
Total comprehensive income - 1,391,312 - 1,391,312
Balance at 31 August 2023 100 2,787,992 284,080 3,072,172

Changes in equity
Dividends - (302,238 ) - (302,238 )
Total comprehensive income - 1,641,739 - 1,641,739
Balance at 31 August 2024 100 4,127,493 284,080 4,411,673

SMH Holdings Ltd (Registered number: 10994263)

Consolidated Cash Flow Statement
for the Year Ended 31 August 2024

2024 2023
Notes £ £
Cash flows from operating activities
Cash generated from operations 1 2,316,995 2,423,279
Interest paid (259,277 ) (241,123 )
Interest element of hire purchase payments
paid

(6,080

)

(1,255

)
Tax paid (344,230 ) (221,733 )
Net cash from operating activities 1,707,408 1,959,168

Cash flows from investing activities
Purchase of intangible fixed assets (1,492,708 ) (285,889 )
Purchase of tangible fixed assets (72,455 ) (101,149 )
Sale of tangible fixed assets 9,271 142,962
Acquisition of subsidiaries (62,539 ) (706,696 )
Interest received 1,498 3,407
Net cash from investing activities (1,616,933 ) (947,365 )

Cash flows from financing activities
New loans in year 1,823,040 1,904,393
Loan repayments in year (788,723 ) (1,814,787 )
New Hire Purchases in year - 42,000
Capital repayments in year (22,096 ) (28,048 )
Amount introduced by directors - 130,174
Amount withdrawn by directors (733,224 ) -
Equity dividends paid (302,238 ) (1,059,610 )
Dividends paid to minority interests (461,530 ) (364,904 )
Acquisitions by minority interests 191,817 -
Net cash from financing activities (292,954 ) (1,190,782 )

Decrease in cash and cash equivalents (202,479 ) (178,979 )
Cash and cash equivalents at beginning of
year

2

(157,623

)

21,356

Cash and cash equivalents at end of year 2 (360,102 ) (157,623 )

SMH Holdings Ltd (Registered number: 10994263)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 31 August 2024

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

2024 2023
£ £
Profit before taxation 2,491,982 1,810,703
Depreciation charges 670,186 574,965
Loss/(profit) on disposal of fixed assets 2,792 (2,328 )
Finance costs 265,357 242,378
Finance income (1,498 ) (3,407 )
3,428,819 2,622,311
Increase in trade and other debtors (1,117,841 ) (287,081 )
Increase in trade and other creditors 6,017 88,049
Cash generated from operations 2,316,995 2,423,279

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 August 2024
31/8/24 1/9/23
£ £
Cash and cash equivalents 353,665 297,908
Bank overdrafts (713,767 ) (455,531 )
(360,102 ) (157,623 )
Year ended 31 August 2023
31/8/23 1/9/22
£ £
Cash and cash equivalents 297,908 187,774
Bank overdrafts (455,531 ) (166,418 )
(157,623 ) 21,356


SMH Holdings Ltd (Registered number: 10994263)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 31 August 2024

3. ANALYSIS OF CHANGES IN NET DEBT

At 1/9/23 Cash flow At 31/8/24
£ £ £
Net cash
Cash at bank and in hand 297,908 55,757 353,665
Bank overdrafts (455,531 ) (258,236 ) (713,767 )
(157,623 ) (202,479 ) (360,102 )
Debt
Finance leases (122,180 ) 22,096 (100,084 )
Debts falling due within 1 year (775,272 ) (331,360 ) (1,106,632 )
Debts falling due after 1 year (2,123,082 ) (702,958 ) (2,826,040 )
(3,020,534 ) (1,012,222 ) (4,032,756 )
Total (3,178,157 ) (1,214,701 ) (4,392,858 )

SMH Holdings Ltd (Registered number: 10994263)

Notes to the Consolidated Financial Statements
for the Year Ended 31 August 2024

1. STATUTORY INFORMATION

SMH Holdings Ltd 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.

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, other than for Investment Properties which are measured at fair value.

Basis of consolidation
The financial statements incorporate the financial statements of the company and all group undertakings made up to 31 August 2024.

A subsidiary is an entity controlled by the company. Control exists where the company has power, directly or indirectly to govern the operating policies of the entity so as to derive benefits from its activities.

The consolidation of the subsidiary companies has been accounted for using the acquisition method of accounting following a group reorganisation in previous years as permitted by FRS 102. Assets and liabilities of the parties to the combination were not required to be adjusted to fair value.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

SMH Holdings Ltd (Registered number: 10994263)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 August 2024

2. ACCOUNTING POLICIES - continued

Significant judgements and estimates
The principal accounting policies and significant judgements and estimates applied in the preparation of these financial statements are set out below. These policies, judgements and estimates have been consistently applied to all years presented unless otherwise stated.

The significant judgements and estimates applied are the useful lives and residual values of tangible fixed assets at the end of their useful lives and the recoverability, realisable value and provisions required.
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.

Key judgements used in the preparation of these consolidated financial statements are:
Management estimate regarding trade debtor recoverability and the level of bad debt provision required is a key judgement area due to the nature of the group's customers; and

Management estimate of the useful economic life of goodwill which has been assessed as 10 years.

In determining the carrying value of amounts recoverable on contracts being work completed on assignments which have not yet been billed, management apply a percentage recoverability rate to the value of chargeable time carried on cases. This percentage has been calculated to take into account a number of factors including age of the work completed and average recovery rates on assignments.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue represents amounts recoverable from clients for the provision of professional services during the year. Income arising from fixed fee assignments is recognised based on the degree of completion of the relevant service which is assessed on the basis of time spent. Where income is dependent on the occurrence of a critical event, no income is recognised until that event has occurred and the recovery of income is assured.

Amounts recoverable from client assignments in excess of amounts billed arc included as amounts recoverable on contracts in other debtors.

Revenue includes direct recoverable expenses and disbursements incurred but excludes VAT.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of the subsidiary businesses since 2017, is being amortised evenly over their estimated useful lives of 10 years.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Patents and licences are being amortised evenly over their estimated useful life of five years.

SMH Holdings Ltd (Registered number: 10994263)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 August 2024

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.
Short leasehold - 15% on reducing balance
Plant and machinery - 20% on reducing balance and 15% on reducing balance
Fixtures and fittings - 25% on reducing balance, 20% on reducing balance, 20% on cost and 15% on reducing balance
Motor vehicles - 25% on reducing balance and 20% on reducing balance
Computer equipment - 25% on reducing balance, 25% on cost, 4% on cost and Straight line over 3 years

Investment property
Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

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.

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

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.

SMH Holdings Ltd (Registered number: 10994263)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 August 2024

2. ACCOUNTING POLICIES - continued

Departure from requirements of frs102
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

Section 4 'Statement of Financial Position' - Reconciliation of the opening and closing number of shares;

Section 7 'Statement of Cash Flows' - Presentation of a statement of cash flow and related notes and disclosures;

Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instrument Issues' - Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

Section 33 'Related Party Disclosures' - Compensation for key management personnel.

3. TURNOVER

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

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

2024 2023
£ £
Provision of services 10,627,336 8,058,857
10,627,336 8,058,857

An analysis of turnover by geographical market is given below:

2024 2023
£ £
United Kingdom 10,627,336 8,058,857
10,627,336 8,058,857

4. EMPLOYEES AND DIRECTORS
2024 2023
£ £
Wages and salaries 4,708,707 3,673,491

SMH Holdings Ltd (Registered number: 10994263)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 August 2024

4. EMPLOYEES AND DIRECTORS - continued

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

Management 25 20
Admin and marketing 15 17
Fee earners 97 80
137 117

The average number of employees by undertakings that were proportionately consolidated during the year was 2 (2023 - 2 ) .

2024 2023
£ £
Directors' remuneration 19,000 19,000

5. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2024 2023
£ £
Depreciation - owned assets 90,181 64,536
Depreciation - assets on hire purchase contracts 7,763 27,826
Loss/(profit) on disposal of fixed assets 2,792 (2,328 )
Goodwill amortisation 572,167 482,427
Patents and licences amortisation 75 176
Auditors' remuneration 30,000 24,940

6. EXCEPTIONAL ITEMS
2024 2023
£ £
Exceptional items (171,397 ) -

Exceptional items comprise of one off costs and losses.

7. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£ £
Bank loan interest 164,453 140,526
Other loan interest 93,143 96,913
Other interest 1,681 3,684
Hire purchase 6,080 1,255
265,357 242,378

SMH Holdings Ltd (Registered number: 10994263)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 August 2024

8. 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 741,997 430,993

Deferred tax (15,691 ) (259 )
Tax on profit 726,306 430,734

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:

2024 2023
£ £
Profit before tax 2,491,982 1,810,703
Profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2023 - 21.500 %)

622,996

389,301

Effects of:
Expenses not deductible for tax purposes 1,380 911
Depreciation in excess of capital allowances 6,860 41,570
Amortisation not allowable 142,304 59,427
Shares sold to NCIs 42,500 -
LLP profits taxable on NCIs (90,354 ) (60,215 )
Overprovision of tax 802 (260 )
Marginal relief (182 ) -
Total tax charge 726,306 430,734

From 1 April 2023 Corporation Tax has increased to up to 25%. Deferred tax has been assessed at this future tax rate.

9. 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.


10. DIVIDENDS
2024 2023
£ £
Ordinary shares of £1 each
Interim 302,238 1,059,610

SMH Holdings Ltd (Registered number: 10994263)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 August 2024

11. INTANGIBLE FIXED ASSETS

Group
Patents and
Goodwill licences Totals
£ £ £
COST
At 1 September 2023 4,846,922 641 4,847,563
Additions 1,492,708 - 1,492,708
Disposals - (641 ) (641 )
Purchase of subsidiaries 143,750 - 143,750
At 31 August 2024 6,483,380 - 6,483,380
AMORTISATION
At 1 September 2023 2,324,395 176 2,324,571
Amortisation for year 572,167 75 572,242
Eliminated on disposal - (251 ) (251 )
At 31 August 2024 2,896,562 - 2,896,562
NET BOOK VALUE
At 31 August 2024 3,586,818 - 3,586,818
At 31 August 2023 2,522,527 465 2,522,992

SMH Holdings Ltd (Registered number: 10994263)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 August 2024

12. TANGIBLE FIXED ASSETS

Group
Fixtures
Short Plant and and
leasehold machinery fittings
£ £ £
COST
At 1 September 2023 1,765 12,611 200,508
Additions - 422 26,522
Disposals - - (525 )
Purchase of subsidiaries - - 1,286
At 31 August 2024 1,765 13,033 227,791
DEPRECIATION
At 1 September 2023 240 5,053 92,191
Charge for year 228 1,168 27,107
Eliminated on disposal - - (78 )
At 31 August 2024 468 6,221 119,220
NET BOOK VALUE
At 31 August 2024 1,297 6,812 108,571
At 31 August 2023 1,525 7,558 108,317

Motor Computer
vehicles equipment Totals
£ £ £
COST
At 1 September 2023 170,167 339,887 724,938
Additions - 45,511 72,455
Disposals - (13,261 ) (13,786 )
Purchase of subsidiaries - 12,182 13,468
At 31 August 2024 170,167 384,319 797,075
DEPRECIATION
At 1 September 2023 60,313 214,391 372,188
Charge for year 30,857 38,584 97,944
Eliminated on disposal - (2,035 ) (2,113 )
At 31 August 2024 91,170 250,940 468,019
NET BOOK VALUE
At 31 August 2024 78,997 133,379 329,056
At 31 August 2023 109,854 125,496 352,750

SMH Holdings Ltd (Registered number: 10994263)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 August 2024

12. TANGIBLE FIXED ASSETS - continued

Group

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
Motor
vehicles
£
COST
At 1 September 2023
and 31 August 2024 170,158
DEPRECIATION
At 1 September 2023 60,307
Charge for year 7,763
At 31 August 2024 68,070
NET BOOK VALUE
At 31 August 2024 102,088
At 31 August 2023 109,851

13. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£
COST
At 1 September 2023 3,192,842
Additions 3,569
Disposals (21,837 )
At 31 August 2024 3,174,574
NET BOOK VALUE
At 31 August 2024 3,174,574
At 31 August 2023 3,192,842

SMH Holdings Ltd (Registered number: 10994263)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 August 2024

13. FIXED ASSET INVESTMENTS - continued

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiary

The entities below are exempt from the requirements of the Companies Act 2006 relating to the audit of the individual accounts by virtue of s479A of the Act.

Company name Company
number
Registered Office address Share
class
% Holding Nature of
business
Sutton McGrath
Hartley Ltd
03090779 5 Westbrook Court, Sharrow
Vale Rd, Sheffield, S11 8YZ
Ordinary 100.00 Accountants
SMH Wills Services
Ltd
07559955 5 Westbrook Court, Sharrow
Vale Rd, Sheffield, S11 8YZ
Ordinary 100.00 Solicitors
Sutton McGrath
Hartley (Financial
Services) LLP
OC397211 5 Westbrook Court, Sharrow
Vale Rd, Sheffield, S11 8YZ
LLP 80.00 Financial
Advisors
SMH Commercial
Finance LLP
OC434761 5 Westbrook Court, Sharrow
Vale Rd, Sheffield, S11 8YZ
LLP 80.00 Finance
brokers
SMH Finance LLP OC425865 5 Westbrook Court, Sharrow
Vale Rd, Sheffield, S11 8YZ
LLP 85.00 Finance
brokers
BullockWoodburn
Limited
06479910 Norfolk House, Hardwick
Square North, Buxton,SK17 6PU
Ordinary 85.00 Accountants
SMH Jolliffe Cork
Ltd
13263945 5 Westbrook Court, Sharrow
Vale Rd, Sheffield, S11 8YZ
Ordinary 95.00 Accountants
SMH Haywood &
Co Limited
11764349 5 Westbrook Court, Sharrow
Vale Rd, Sheffield, S11 8YZ
Ordinary 95.00 Accountants
SMH Malcolm
Harris & Co Ltd
14213291 5 Westbrook Court, Sharrow
Vale Rd, Sheffield, S11 8YZ
Ordinary 85.00 Accountants
SMH BCL
Accountants
Limited
04591940 5 Westbrook Court, Sharrow
Vale Rd, Sheffield, S11 8YZ
Ordinary
A
85.00 Accountants
Incloud Accounting
Limited
07751251 2 Pavilion Business Park, Royds
Hall Road, Leeds, LS12 6AJ
Ordinary 85.00 Accountants
SMH D'Arcy
Howard & Co
Limited
14840863 5 Westbrook Court, Sharrow
Vale Rd, Sheffield, S11 8YZ
Ordinary 85.00 Accountants
SMH Howard
Matthews Ltd
15141783 5 Westbrook Court, Sharrow
Vale Rd, Sheffield, S11 8YZ
Ordinary 80.00 Accountants
SMH Elite Payroll
Ltd
15153933 5 Westbrook Court, Sharrow
Vale Rd, Sheffield, S11 8YZ
Ordinary 80.00 Accountants
SMH Sheards
Limited
06837228 5 Westbrook Court, Sharrow
Vale Rd, Sheffield, S11 8YZ
Ordinary 85.00 Accountants


SMH Holdings Ltd (Registered number: 10994263)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 August 2024

14. INVESTMENT PROPERTY

Group
Total
£
FAIR VALUE
At 1 September 2023
and 31 August 2024 165,153
NET BOOK VALUE
At 31 August 2024 165,153
At 31 August 2023 165,153

The investment property valuation has not been carried out by an independent valuer. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.

15. DEBTORS

Group Company
2024 2023 2024 2023
£ £ £ £
Amounts falling due within one year:
Trade debtors 2,159,877 1,599,955 - -
Amounts owed by group undertakings - - 1,992,414 1,397,654
Amounts recoverable on contract 1,768,877 1,394,164 - -
Other debtors 927,733 656,252 478,175 207,726
SMH Estates - - 230,586 109,969
Directors' current accounts 276,230 - 276,230 -
Prepayments 270,200 176,622 9,729 -
5,402,917 3,826,993 2,987,134 1,715,349

Amounts falling due after more than one year:
Amounts owed by group undertakings - - 1,039,715 1,370,896

Aggregate amounts 5,402,917 3,826,993 4,026,849 3,086,245

SMH Holdings Ltd (Registered number: 10994263)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 August 2024

16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£ £ £ £
Bank loans and overdrafts (see note 18) 1,184,299 920,054 1,128,767 864,287
Other loans (see note 18) 636,100 310,749 89,683 85,744
Hire purchase contracts (see note 19) 25,001 69,129 - -
Trade creditors 254,332 271,426 - -
Amounts owed to group undertakings - - 54,616 -
Tax 1,150,854 689,545 - -
Social security and other taxes 102,054 73,218 - -
VAT 493,901 390,667 - -
Other creditors 472,941 627,950 - 1,496
Credit card 3,442 3,697 - -
Directors' current accounts - 456,994 - 456,994
Accrued expenses 340,179 83,714 35,001 27,499
4,663,103 3,897,143 1,308,067 1,436,020

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

Group Company
2024 2023 2024 2023
£ £ £ £
Bank loans (see note 18) 690,597 944,330 577,803 777,132
Other loans (see note 18) 2,135,443 1,178,752 904,080 993,763
Hire purchase contracts (see note 19) 75,083 53,051 - -
2,901,123 2,176,133 1,481,883 1,770,895

SMH Holdings Ltd (Registered number: 10994263)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 August 2024

18. 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 overdrafts 713,767 455,531 713,767 455,528
Bank loans 470,532 464,523 415,000 408,759
Other loans 636,100 310,749 89,683 85,744
1,820,399 1,230,803 1,218,450 950,031
Amounts falling due between one and two years:
Bank loans - 1-2 years 525,294 540,353 420,000 408,759
Other loans - 1-2 years 324,527 203,635 93,803 89,683
849,821 743,988 513,803 498,442
Amounts falling due between two and five years:
Bank loans - 2-5 years 165,303 403,977 157,803 368,373
Other loans - 2-5 years 1,123,975 288,176 123,336 217,139
1,289,278 692,153 281,139 585,512
Amounts falling due in more than five years:
Repayable otherwise than by instalments
Other loans more 5yrs non-inst 686,941 686,941 686,941 686,941

19. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
2024 2023
£ £
Net obligations repayable:
Within one year 25,001 69,129
Between one and five years 75,083 53,051
100,084 122,180

SMH Holdings Ltd (Registered number: 10994263)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 August 2024

19. LEASING AGREEMENTS - continued

Group
Non-cancellable
operating leases
2024 2023
£ £
Within one year 120,808 90,700
Between one and five years 157,872 159,263
278,680 249,963

20. SECURED DEBTS

The following secured debts are included within creditors:

Group Company
2024 2023 2024 2023
£ £ £ £
Bank loans 1,161,129 1,408,853 992,803 1,185,891
Hire purchase contracts 100,084 122,180 - -
1,261,213 1,531,033 992,803 1,185,891

Bank loans are secured by a fixed and floating charge over the assets of the company.

Hire purchase contracts are secured against the asset to which they relate.

21. FINANCIAL INSTRUMENTS

The carrying amounts of the group's financial instruments are:
Financial assets - Debt instruments measured at amortised cost of £3,363,840 (2023: £2,256,207).
Financial assets - Debt instruments measured at fair value of £353,665 (2023: £297,908).
Financial liabilities - Measured at amortised cost of £5,813,975 (2023:£4,916,149).

22. PROVISIONS FOR LIABILITIES

Group
2024 2023
£ £
Deferred tax
Accelerated capital allowances 68,590 81,451

SMH Holdings Ltd (Registered number: 10994263)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 August 2024

22. PROVISIONS FOR LIABILITIES - continued

Group
Deferred tax
£
Balance at 1 September 2023 81,451
Credit to Income Statement during year (15,691 )
Acquisition of subsidiaries 2,830
Balance at 31 August 2024 68,590

23. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £ £
100 Ordinary £1 100 100

24. NON-CONTROLLING INTERESTS

As at 31 August 2024 the % ownership and reserves attributable to holders outside the group were;


Entity
% owned by the
group

NCI reserves
BullockWoodburn Ltd 85% £43,291
SMH Jolliffe Cork Ltd 95% £61,436
SMH BCL Accountants Limited 85% £15,018
SMH Haywood & Co Ltd 95% £76,656
SMH Financial Services LLP 80% £Nil
SMH Finance LLP 85% £Nil
SMH Commercial Finance LLP 80% £Nil
SMH Howard Matthews Ltd 80% £170,000

25. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to directors subsisted during the years ended 31 August 2024 and 31 August 2023:

2024 2023
£ £
Mr J E Hartley
Balance outstanding at start of year (349,567 ) (283,438 )
Amounts advanced 717,722 661,885
Amounts repaid (156,701 ) (728,014 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year 211,454 (349,567 )

SMH Holdings Ltd (Registered number: 10994263)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 August 2024

25. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES - continued

Mr J M Dickens
Balance outstanding at start of year (107,427 ) (43,381 )
Amounts advanced 342,508 277,995
Amounts repaid (170,305 ) (342,041 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year 64,776 (107,427 )

26. RELATED PARTY DISCLOSURES

As at 31 August 2024, £914,753 (2023: £649,661) was owed to the SMH Group by companies under the common control of the Directors.

As at 31 August 2024, £686,941 (2023: £686,941) was owed by the SMH Group to a Director for loan notes.
Interest of £Nil (2023: £Nil) was charged on Directors current accounts in the year.

During the year, a total of key management personnel compensation of £ 502,533 (2023 - £ 399,611 ) was paid.

27. POST BALANCE SHEET EVENTS

After the year end we received significant investment from funds advised by Phoenix Equity Partners Limited, to help accelerate our growth plans and provide opportunities for SMH Group to expand its service lines and presence around the region.

28. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Mr J E Hartley.

After the year end, the immediate parent company became SMH Management Services Limited, registered at 5 Westbrook Court, Sharrow Vale Road, Sheffield, South Yorkshire, England, S11 8YZ.
The ultimate controlling party became Phoenix Equity Partners Holdings LLP, registered at 10th Floor, 123 Victoria Street, London, England, SW1E 6DE.

SMH Holdings Ltd (Registered number: 10994263)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 August 2024

29. BUSINESS COMBINATIONS

On 01 January 2024 the group acquired the trade and assets of the Howard Matthews Partnership and Elite Payroll Services Limited for book value plus £850,000, of which £700,000 was deferred, and paid stamp duty and legal fees of £33,557.
Details of these companies can be found in Note 13.

On 05 April 2024 the group acquired 85% of SMH Sheards Limited for £1,033,730 of which £280,000 has been paid cash and £753,730 has been deferred, and paid stamp duty and legal fees of £22,705. Details of this company can be found in Note 13.

Since the acquisition date, SMH Sheards Limited has contributed £470,533 to group turnover and £57,894 into group profit.

The following amounts of assets, liabilities and contingent liabilities were recognised at the acquisition date:



SMH Sheards Limited
Book value
and fair
value
£   
Fixed assets
Property, plant and equipment 13,467
Goodwill 143,750

Current assets
Debtors 181,854
Cash at bank and in hand 384,739

Creditors
Due within and after one year (273,702 )

Provisions for liabilities (2,830 )
Deferred tax
Net assets 447,278