| 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 |
| 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: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| 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: |
| 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. |
| Other changes in directors holding office are as follows: |
| 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: |
| 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. |
| for and on behalf of |
| York House |
| 20 York Street |
| Manchester |
| M2 3BB |
| 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 |
| 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 |
| Investment property | 14 |
| CURRENT ASSETS |
| Debtors | 15 |
| Cash in hand |
| CREDITORS |
| Amounts falling due within one year | 16 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year | 17 |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 23 |
| Share premium |
| Retained earnings |
| SHAREHOLDERS' FUNDS |
| 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 |
| 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 |
| Changes in equity |
| Dividends | - | ( |
) | - | ( |
) |
| Total comprehensive income | - | - |
| Balance at 31 August 2023 |
| Changes in equity |
| Dividends | - | ( |
) | - | ( |
) |
| Total comprehensive income | - | - |
| Balance at 31 August 2024 |
| 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 |
| 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. |
| 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 |
| Short leasehold | - |
| Plant and machinery | - |
| Fixtures and fittings | - |
| Motor vehicles | - |
| Computer equipment | - |
| 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 |
| 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 |
| Additions |
| Disposals | ( |
) |
| At 31 August 2024 |
| NET BOOK VALUE |
| At 31 August 2024 |
| At 31 August 2023 |
| 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 | - | - |
| Amounts recoverable on contract | 1,768,877 | 1,394,164 |
| Other debtors | 927,733 | 656,252 |
| SMH Estates | - | - | 230,586 | 109,969 |
| Directors' current accounts | 276,230 | - | 276,230 | - |
| Prepayments | 270,200 | 176,622 |
| 5,402,917 | 3,826,993 |
| Amounts falling due after more than one | year: |
| Amounts owed by group undertakings | - | - |
| Aggregate amounts | 5,402,917 | 3,826,993 |
| 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 |
| Other loans (see note 18) | 636,100 | 310,749 |
| Hire purchase contracts (see note 19) | 25,001 | 69,129 |
| Trade creditors | 254,332 | 271,426 |
| Amounts owed to group undertakings | - | - |
| 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 |
| Credit card | 3,442 | 3,697 | - | - |
| Directors' current accounts | - | 456,994 | - | 456,994 |
| Accrued expenses | 340,179 | 83,714 |
| 4,663,103 | 3,897,143 |
| 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 |
| Other loans (see note 18) | 2,135,443 | 1,178,752 |
| Hire purchase contracts (see note 19) | 75,083 | 53,051 |
| 2,901,123 | 2,176,133 |
| 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 |
| Bank loans | 470,532 | 464,523 |
| Other loans | 636,100 | 310,749 |
| 1,820,399 | 1,230,803 |
| Amounts falling due between one and two | years: |
| Bank loans - 1-2 years | 525,294 | 540,353 |
| Other loans - 1-2 years | 324,527 | 203,635 | 93,803 |
| 849,821 | 743,988 |
| Amounts falling due between two and five | years: |
| Bank loans - 2-5 years | 165,303 | 403,977 |
| Other loans - 2-5 years | 1,123,975 | 288,176 |
| 1,289,278 | 692,153 |
| 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 |
| Hire purchase contracts | 100,084 | 122,180 | - | - |
| 1,261,213 | 1,531,033 |
| 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: | £ | £ |
| 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 |