Registration number:
for the
Year Ended 31 December 2024
Strand Hanson Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Profit and Loss Account |
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Balance Sheet |
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Statement of Changes in Equity |
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Statement of Cash Flows |
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Notes to the Financial Statements |
Strand Hanson Limited
Company Information
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Directors |
James Harris Rory Murphy Simon Raggett Lord Anthony St. John Simon Wharmby Angela Hallett James Spinney |
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Registered office |
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Auditors |
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Strand Hanson Limited
Strategic Report for the Year Ended 31 December 2024
The directors present their strategic report for the year ended 31 December 2024.
Principal activity
The principal activity of the Company is the provision of corporate finance and related advisory services.
Fair review of the business
Macroeconomic conditions and general market overview
As in the previous two years, for the majority of the year, market conditions remained challenging with continued unfavourable macroeconomic factors and general market uncertainty leading to poor stock market valuations and a decline in liquidity and trading activity particularly on the AIM Market. As a result, IPO activity was sparse, among the lowest since the financial crisis of 2008/9, and the fundraising environment challenging. Conditions improved slightly in the final quarter of the year with trading volumes recovering modestly and some improvement in the level of funds raised. Notwithstanding the limited IPO activity, for those companies which did come to market average deal sizes increased on previous years, with both the average market cap of companies listing and the average amount raised per IPO increasing.
In the prior year it was noted that the AIM market in particular has suffered as a result of the general disillusionment towards the UK stock market (particularly small caps), due to the perceived increased susceptibility of these companies to weakness in the domestic economy and rising interest rates, which has led investors to be cautious and an outward flow of funds towards perceived “safer” assets. Growth sectors (which many AIM companies are in) have been under pressure globally given higher discount rates, and inflation amongst other things. In addition, following the election of the new Labour government in July 2024, proposed or mooted changes to tax treatment, such as inheritance tax relief on AIM shares, have created further uncertainty for investors and companies, weakening demand.
As noted in the prior year, the difficulties faced by companies in both raising funds and achieving satisfactory valuations have led to a significant increase in the level of delistings across the market in general and by the end of the year the number of companies listed on AIM fell to its lowest number since 2001. In addition, the number of AIM companies with a market capitalisation greater than £1 billion dropped sharply with only six companies meeting that threshold at the end of 2024 compared with about 30 at end of 2021, with the shrinking of this cohort potentially reducing institutional investor interest.
However, some research now considers AIM shares to be deeply oversold, having performed well below broader UK small cap indices and other global growth indices on a relative basis over recent years. Should macroeconomic conditions start to improve, with interest rates moderating, inflation coming under control, and investor risk appetite returning, there is scope for selective recovery in this market.
Strand Hanson performance
For the majority of the year the challenging market conditions from previous years continued to be reflected in Strand Hanson’s financial performance. However, towards the latter half of the year, consistent with the wider trend in the market, corporate activity picked up with a number of IPOs and M&A transactions being mandated. Several of these were concluded in 2024 with a number carrying over into early 2025 and concluding in the first quarter, resulting in us being one of the most active advisers on the AIM market over the period.
Advisory fees were approximately £500k below these generated in 2023, however with the uptick in activity in the second half of the year as noted above we have entered 2025 in a relatively stronger position, particularly within the M&A division which has continued to perform well throughout the year.
As in prior years, regular client corporate activity has continued to generate consistent advisory fee income for the firm, in addition to staged payment fees arising on larger corporate transactions where we are mandated.
Reflective of prevailing market conditions, during 2024 we lost four clients as a result of delisting with two moving to competitors, one terminated by Strand Hanson and a further two forgoing the financial advisory role citing cost streamlining. We have continued to place significant focus on marketing efforts to build our client base and were successful in adding six new clients to our roster during the year; being four existing AIM companies won from competitors and two new additions to the market. Accordingly at year end we had 59 retained clients of whom 57 were on AIM and two were on the Standard List of the Main Market.
Strand Hanson Limited
Strategic Report for the Year Ended 31 December 2024
In the first quarter of 2025 we delivered a standout performance; with a net addition of five new clients, Strand Hanson outpaced every other financial adviser - adding more clients than the rest of the top 20 advisers combined. We continue to focus on selectively building our retained client base and have a number of prospects in the pipeline. However, we have found that when market conditions are challenging it is more difficult to encourage clients to change advisers. We are confident that when conditions improve more opportunities to acquire additional new clients will arise.
In 2024, following changes implemented by the Financial Conduct Authority (FCA) to reform the current listing rules to make them more streamlined and transparent and changes to the competency requirements for the sponsorship regime, we submitted a formal application for a sponsor licence, having previously relinquished our licence in 2017 due to market inactivity. Following the FCA’s review process, in May 2025 we were officially approved by the FCA as a Sponsor for companies listed on the Official List and Main Market of the London Stock Exchange.
Already the number 1 ranked Nominated Adviser for AIM clients among independent advisers, this approval marked a significant milestone as we expand our advisory capabilities to support Main Market-listed companies. We are seeing a number of new opportunities for sponsor work in our pipeline, both at the mandated and pre-mandate stage, and are confident that we will be successful in completing a number of these during the remainder of the year.
We closely monitor our cash position and are heavily focused on recovering outstanding debtor balances in order to ensure that we maintain an adequate level of liquidity in the business for our ongoing activities.
As noted in the previous year our staff are our most valuable asset and fundamental both to maintaining the high level of service on which we pride ourselves in providing to our clients, and to our internal culture; making Strand Hanson a desirable place to work. As such, staff retention is key to our business and we regularly monitor remuneration levels amongst our peers to ensure that we are in line with market rates. We are constantly reviewing our staffing requirements to ensure that we have adequate resource both to service the transactions we have in our pipeline, and also the appropriate skillset that will enable us to expand the business - both organically within our existing service lines and potentially into other complementary growth sectors.
As is always the case with our business, visibility as to future revenues arising from corporate transactions is always challenging, particularly with regard to the M&A side of the business on which transactions lead times can be very short. We are confident that with the improving macro economic environment we will see a continuation of enquiries and leads being generated. Based on the level of activity we have seen in the year to date and the number of transactions we currently have mandated and expect shortly to be mandated, and, consistent with previous years, the likelihood that additional corporate transactions will be mandated during the remainder of the year, we remain optimistic as to our future trading and prospects.
In the year ended 31 December 2024, the Group recorded a pre-tax profit of £254,606 (2023: £ 736,471) on turnover of £6.7 million (2023: £7.1 million), representing a 5% decrease on 2023.
The Company's key financial and other performance indicators during the year were as follows:
|
Unit |
2024 |
2023 |
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|
Turnover from advisory services |
£ |
6,747,891 |
7,120,304 |
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Cash at year end |
£ |
572,928 |
212,834 |
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Trade Debtors at year end |
£ |
2,465,278 |
2,128,042 |
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Retained clients at year end |
No. |
59 |
62 |
Strand Hanson Limited
Strategic Report for the Year Ended 31 December 2024
Principal risks and uncertainties
In common with most UK businesses, inflationary pressure in the economy, interest rates and their impact on the broad economic outlook will present potential risks and challenges to the business. The directors believe that the company is well placed to respond to these risks.
Section 172 statement
The Directors of the Company are required to promote the success of the Company for the benefit of the Members / Shareholders as a whole. Section 172(1) of the Companies Act 2006) expands this duty and requires the Directors to consider a broader range of interested parties when considering the promotion of the Company. This wider group of stakeholders will include employees, customers, regulators and others, and the Board will look to understand and take into account the needs of each stakeholder, although recognising that different stakeholders may have conflicting priorities and not all decisions made will be to the benefit of all stakeholder groups. When making decisions the Board should consider the following:
• the likely consequences of any decisions in the long-term;
• the interests of the Company’s employees (if applicable);
• the need to foster the Company’s business relationships with suppliers, customers and others;
• the impact of the Company’s operations on the community and environment;
• the desirability of the Company maintaining a reputation for high standards of business conduct, and
• the need to act fairly as between members of the Company.
At every Board meeting the Directors review the performance of the Company against its strategy. The financial performance is reviewed and measured against the Key Performance Indicators as set by the Board. The compliance with existing legal and regulatory requirements are reviewed, together with any new regulations that are to be introduced or are being proposed. Any new regulations are discussed and their potential impact on the Company and its stakeholders assessed. The Board recognises the importance of, and is committed to, understanding the views of Shareholders and maintaining communication with its Shareholders in the most appropriate manner.
The Directors have identified the following groups as key stakeholders and relevant according to Section 172 Companies Act 2006:
Employees
Employees are key for the performance and development of the business. Employees are engaged and communicated with regularly on the performance, health and safety, and cultural and environmental effects of the business. Engagement is maintained with employees to ensure a strong diverse and talented workforce.
Regulators
The Company operates in an environment that is governed by legal and regulatory requirements, which prescribe what the Company can undertake and how it can operate. The two primary regulators for the Company are the Financial Conduct Authority and the London Stock Exchange. The Board recognises that the restrictions put in place by its regulators are there to protect stakeholders. The Board’s view is to adopt the sentiment and ethos of the rules and regulations.
The Company seeks to ensure an open and transparent dialogue with its regulators and is mindful of its responsibilities in maintaining the integrity of the markets in which it operates. The Board continues to monitor market practice and regulatory developments, and ensures that employees undertake ongoing training on such developments, in order that we are able to guide our clients appropriately as the market evolves.
Strand Hanson Limited
Strategic Report for the Year Ended 31 December 2024
Section 172 statement (continued)
Environment and Community
Due to the nature of its activities the Company has little direct impact on the community or the environment. However, as a global financial advisory company it acts for companies operating across a range of sectors and geographies. As such, Strand Hanson recognises the need to act in a way that is sustainable and responsible, striving wherever possible to make a real difference to the numerous stakeholders and communities with which it interacts.
It is important that the company recognises the areas in which it can have the greatest impact as a financial advisory company, and it approaches sustainability through three interconnected pillars:
Clients and investments - Strand Hanson considers the sustainability profile of potential clients and investments from a social and environmental as well as a financial perspective and actively encourage clients and partners to adopt corporate and environmental programmes in line with its own.
Communities - Strand Hanson provides financial and non-financial support to its communities in various ways, including donations, sponsorships and employee volunteering.
Planet - the company strives to minimise its environmental impact, encouraging schemes to improve energy efficiency and minimise waste.
Strand Hanson has selected the Atlantis Dream Team as an official corporate social investment (CSI) initiative. The Atlantis Dream Team is a registered non-profit organisation based in the Atlantis community in Cape Town, South Africa. The initiative is focused on empowering and uplifting a disadvantaged community through developing sustainable job creation programmes, basic health care, nutrition, education and training, and the promotion of human rights.
The Directors believe that they have effectively implemented their duties under section 172 of the Companies Act 2006. The Company has considered the long-term strategy of the business and consider that this strategy will continue to deliver long term success to the business and its stakeholders.
Strategy and Key Performance Indicators
The Company's principal activity is set out in this Strategic Report.
Strand Hanson is a management owned, independent, advisory led, merchant bank, providing financial and strategic advice to public and private companies, private equity and activist investors. Strand Hanson’s operations are supported by a global network of advisers and consultants in Africa, South East Asia, South America and the Middle East, providing clients with local contacts who both understand their regional markets and have global capital market expertise.
Strand Hanson offers a full range of corporate finance services, including advising on flotations, fundraisings (both debt and equity), shareholder activism, restructuring and M&A. The company continues to focus primarily on the AIM market, with Strand Hanson advising clients on a range of transactions, including reverse takeovers, listings and secondary fundraisings across diverse sectors and geographies but with a continued focus on emerging markets, which remains a key area of expertise for the company.
The Company generates revenues from:
a) Retainer fees;
b) Advisory fees arising from corporate transactions undertaken by its clients; and
c) Proceeds from the sales of investments held as principal.
The majority of revenues are generated in the UK, although a number of the Company’s clients are based overseas.
The Company’s longer-term strategy is to focus on attracting and retaining higher calibre, more active and higher growth client companies, together with enhancing its strategic partnerships to enable the Company to broaden our global reach and contacts, and provide access to a large number of opportunities, particularly in emerging markets, including Africa, the Middle East, South America and Asia.
The Company believes that the key drivers for the success of the business are its Key Performance Indicators, which are set out in this Strategic Report.
Strand Hanson Limited
Strategic Report for the Year Ended 31 December 2024
Financial instruments
Objectives and policies
The company's financial instruments comprise of cash, quoted investments, trade debtors and trade creditors etc. that arise directly from its operations. The main purpose of these financial instruments is to finance the operations of the company. The main risks arising from the company's financial instruments are set out below.
Price risk, credit risk, liquidity risk and cash flow risk
Liquidity risk - the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Company's principal liquidity risk is to ensure that it has sufficient liquid assets to meet the regulatory capital requirements of its authorisation with the Financial Conduct Authority. This is closely monitored on a monthly basis and unencumbered cash resources are retained in order to meet this requirement.
Cash flow risk - the risk of exposure to variability in cash flows that is attributable to a particular risk associated with a recognised asset or liability such as future interest payments on a variable rate loan or changes in exchange rates. The company has limited exposure to cash flow risk, with limited transactions in foreign currency. The company has net cash resources and is therefore not at risk from increases in interest rates.
Credit risk - the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the company. The company's credit risk is primarily attributable to its trade receivables. The company's policies are aimed at minimising such losses, and require that deferred terms are only granted to customers that satisfy the company's internal credit worthiness procedures. The amounts presented in the balance sheet are, where appropriate, net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.
Price risk - the risk that the fair value of a financial asset will fluctuate because of changes in market prices (other than those due to interest rates and currency). The company has no significant exposure to price risk, other than in respect to changes in the market value of its investments held for trading.
Approved by the
Director
Strand Hanson Limited
Directors' Report for the Year Ended 31 December 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
Directors of the Company
The directors who held office during the year were as follows:
Going concern
The financial statements have been prepared on a going concern basis.
In considering the going concern status of the Company, the directors have reviewed mandated recurring and transactional advisory revenue, committed expenditure liquidity forecasts and available liquid resources as at the date of approving the financial statements. The directors therefore have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing the financial statements.
Information included in the Strategic Report
Information on financial risk management and future developments is shown within the Strategic Report.
Reappointment of auditors
In accordance with s485 of the Companies Act 2006, Hazlewoods LLP will be proposed for re-appointment as auditors of the company.
Disclosure of information to the auditors
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Approved by the
Director
Strand Hanson Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to:
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• |
select suitable accounting policies and apply them consistently; |
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• |
make judgements and accounting estimates that are reasonable and prudent; |
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• |
state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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• |
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 transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Strand Hanson Limited
Independent Auditor's Report to the Members of Strand Hanson Limited
Opinion
We have audited the financial statements of Strand Hanson Limited (the 'Company') for the year ended 31 December 2024, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, Statement of Cash Flows, and 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 Company's affairs as at 31 December 2024 and of its 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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the Company 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 company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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• |
the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Strand Hanson Limited
Independent Auditor's Report to the Members of Strand Hanson Limited
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
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, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the 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 8, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the 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 Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We considered the nature of the Company’s industry and its control environment and reviewed the Company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the Company operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
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reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
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• |
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud; |
Strand Hanson Limited
Independent Auditor's Report to the Members of Strand Hanson Limited
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enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and |
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• |
reading minutes of meetings of those charged with governance. |
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
For and on behalf of
Staverton Court
GL51 0UX
Strand Hanson Limited
Profit and Loss Account for the Year Ended 31 December 2024
|
Note |
2024 |
2023 |
|
|
Turnover |
|
|
|
|
Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Other operating income (losses) |
|
( |
|
|
Operating profit |
241,338 |
740,568 |
|
|
Income from other Fixed assets investments |
|
|
|
|
Other interest receivable and similar income |
|
|
|
|
Interest payable and similar expenses |
( |
( |
|
|
13,268 |
(4,097) |
||
|
Profit before tax |
|
|
|
|
Tax on profit |
( |
( |
|
|
Profit for the financial year |
|
|
The above results were derived from continuing operations.
The Company has no recognised gains or losses for the year other than the results above.
Strand Hanson Limited
(Registration number: 02780169)
Balance Sheet as at 31 December 2024
|
Note |
2024 |
2023 |
|
|
Non Current Assets |
|||
|
Tangible assets |
|
|
|
|
Investments |
|
|
|
|
Debtors |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Debtors |
|
|
|
|
Investments |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
650,179 |
650,179 |
|
|
Share premium reserve |
1,051,914 |
1,051,914 |
|
|
Capital redemption reserve |
997,588 |
997,588 |
|
|
Other reserves |
(798,515) |
(798,515) |
|
|
Retained earnings |
3,329,242 |
3,215,046 |
|
|
Shareholders' funds |
5,230,408 |
5,116,212 |
Approved and authorised by the
Director
Strand Hanson Limited
Statement of Changes in Equity for the Year Ended 31 December 2024
|
Share capital |
Share premium |
Capital redemption reserve |
Other reserves |
Retained earnings |
Total |
|
|
At 1 January 2023 |
|
|
|
( |
|
|
|
Profit for the year |
- |
- |
- |
- |
|
|
|
At 31 December 2023 |
650,179 |
1,051,914 |
997,588 |
(798,515) |
3,215,046 |
5,116,212 |
|
Share capital |
Share premium |
Capital redemption reserve |
Other reserves |
Retained earnings |
Total |
|
|
At 1 January 2024 |
|
|
|
( |
|
|
|
Profit for the year |
- |
- |
- |
- |
|
|
|
At 31 December 2024 |
|
|
|
( |
|
|
Strand Hanson Limited
Statement of Cash Flows for the Year Ended 31 December 2024
|
Note |
2024 |
2023 |
|
|
Cash flows from operating activities |
|||
|
Profit for the year |
|
|
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Gains on investments |
( |
|
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Income tax expense |
|
|
|
|
( |
|
||
|
Working capital adjustments |
|||
|
Increase in trade and other debtors |
( |
( |
|
|
Increase/(decrease) in trade and other creditors |
|
( |
|
|
Cash generated from operations |
|
( |
|
|
Income taxes paid |
( |
- |
|
|
Net cash flow from operating activities |
|
( |
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Acquisition of investments |
( |
( |
|
|
Proceeds from sale of investments |
|
|
|
|
Dividend income |
|
|
|
|
Net cash flows from investing activities |
|
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Net increase/(decrease) in cash and cash equivalents |
|
( |
|
|
Cash and cash equivalents at 1 January |
|
|
|
|
Cash and cash equivalents at 31 December |
572,928 |
212,834 |
|
Strand Hanson Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
General information |
The Company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
|
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the Company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Going concern
Whilst there continues to be macroeconomic environment nationally and globally, as noted previously, recent years have also been similarly affected by general market uncertainty, arising from, amongst other things the Coronavirus pandemic, Brexit delays and the political instability in the UK. However, based on the level of activity in the year to date and the number of transactions currently mandated and expect shortly to be mandated, and, consistent with previous years, the likelihood that additional corporate transactions will be mandated during the remainder of the year, together with levels of recurring revenue, the directors remain optimistic as to future trading and prospects despite current market uncertainty.
In considering the going concern status of the Company, the directors have reviewed mandated recurring and transactional advisory revenue, committed expenditure, liquidity forecasts and available liquid resources as at the date of approving the financial statements. The directors therefore have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing the financial statements.
Exemption from preparing group accounts
The Company is exempt from the requirement to prepare group accounts under section 405 of the Companies Act 2006 since its subsidiary undertakings can be excluded from consolidation by virtue of being dormant and immaterial to the group.
Critical accounting judgements and key sources of estimation uncertainty
In the application of the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Strand Hanson Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Warrants
The directors have made key assumptions regarding the valuations of warrants to acquire shares in a number of companies whose shares are traded on the AIM of the London Stock Exchange. The directors have carried out a detailed review of warrant instruments held, applying the Black-Scholes valuation methodology. For warrants where the underlying company has published announcements outlining positive progress in the natural resource exploration giving greater certainty over future economic in flow of benefits a value is recognised in the financial statements. For the warrant instruments with no such public announcement and in view of the fact that the warrants relate to investments in small AIM listed companies, a number of which were pre-revenue as at the balance sheet date and in the field of natural resource exploration, the directors have taken the view that the fair value of the warrants at the balance sheet date is not material to the financial statements and therefore no value has been attributed.
Unquoted Investments
The directors have also made key assumptions regarding the valuations of unquoted investments. The directors have considered the fair value of each unquoted investment and consider them to be materially fairly stated either at original cost or after making full provisions for impairment. The valuation of the unquoted investments at the reporting date is shown in note 13.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the Company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.
The company recognises revenue when:
• The amount of revenue can be reliably measured;
• It is probable that the future economic benefits will flow to the entity; and
• Specific criteria have been met for each of the Company's activities.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates taxable income.
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Strand Hanson Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Land and buildings leasehold |
4 3/4 years on cost |
|
Fixtures, fittings and equipment |
2 to 4 years on cost |
|
Computer equipment |
2 years on cost |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at cost, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All debtors are repayable within one year and are hence included at the undiscounted amount of the cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.
Leases
Rentals payable under operating leases are charged against income on a straight line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight line basis over the lease term, except where the period to the review date on which the rent is first expected to be adjusted to the prevailing market rate is shorter than the full lease term, in which case the shorter period is used.
Rental income from operating leases is recognised on a straight line basis over the term of the lease.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the Company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Strand Hanson Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Financial instruments
Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the Company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.
Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Financial assets and liabilities are only offset in the balance sheet when, and only when, there exists a legally enforceable right to set off the recognised amounts and the company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.
A non-financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
Strand Hanson Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Revenue |
The analysis of the Company's Turnover for the year from continuing operations is as follows:
|
2024 |
2023 |
|
|
Rendering of services |
|
|
The analysis of the Company's turnover by geographic region for the year is as follows:
|
2024 |
2023 |
|
|
UK |
3,170,272 |
3,014,885 |
|
North America |
662,588 |
312,219 |
|
Europe |
276,734 |
367,717 |
|
Australasia |
441,250 |
302,129 |
|
Offshore jurisdiction |
2,064,317 |
2,961,076 |
|
Rest of World |
132,730 |
162,278 |
|
6,747,891 |
7,120,304 |
|
Other operating income/losses |
The analysis of the Company's other operating income for the year is as follows:
|
2024 |
2023 |
|
|
Realised gains/(losses) on investments |
258,648 |
43,531 |
|
Fair value movements on investments and warrants |
338,854 |
(172,693) |
|
|
( |
|
Operating profit |
Arrived at after charging/(crediting)
|
2024 |
2023 |
|
|
Depreciation expense |
|
|
|
Foreign exchange (gains)/losses |
( |
|
|
Operating lease expense - property |
|
|
|
Operating lease expense - plant and machinery |
|
|
|
Auditors' remuneration |
|
2024 |
2023 |
|
|
Audit of the financial statements |
|
|
|
Other fees to auditors |
||
|
All other non-audit services |
|
|
Strand Hanson Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2024 |
2023 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
The average number of persons employed by the Company (including directors) during the year, analysed by category was as follows:
|
2024 |
2023 |
|
|
Fee earning staff |
|
|
|
Administration and support |
|
|
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2024 |
2023 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
1,724,329 |
1,489,008 |
During the year the number of directors who were receiving benefits was as follows:
|
2024 |
2023 |
|
|
Accruing benefits under money purchase pension scheme |
|
|
In respect of the highest paid director:
|
2024 |
2023 |
|
|
Remuneration |
|
|
Strand Hanson Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Taxation |
Tax charged/(credited) in the profit and loss account
|
2024 |
2023 |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
|
UK corporation tax adjustment to prior periods |
|
- |
|
119,941 |
64,827 |
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
|
|
|
Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods |
3,586 |
- |
|
Total deferred taxation |
|
|
|
Tax expense in the income statement |
|
|
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2024 |
2023 |
|
|
Profit before tax |
|
|
|
Corporation tax at standard rate |
|
|
|
Increase in UK and foreign current tax from adjustment for prior periods |
|
- |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Deferred tax expense from unrecognised temporary difference from a prior period |
|
- |
|
Other tax effects for reconciliation between accounting profit and tax expense (income) |
|
( |
|
Total tax charge |
|
|
Deferred tax
Deferred tax assets and liabilities
|
2024 |
Asset |
|
Fixed asset timing differences |
|
|
Short term timing differences |
|
|
|
|
2023 |
Asset |
|
Fixed asset timing differences |
( |
|
Short term timing differences |
|
|
|
Strand Hanson Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Tangible assets |
|
Leasehold land and buildings |
Furniture, fittings and equipment |
Computer equipment |
Total |
|
|
Cost |
||||
|
At 1 January 2024 |
|
|
|
|
|
Additions |
- |
|
|
|
|
Disposals |
- |
( |
( |
( |
|
At 31 December 2024 |
|
|
|
|
|
Depreciation |
||||
|
At 1 January 2024 |
|
|
|
|
|
Charge for the year |
- |
|
|
|
|
Eliminated on disposal |
- |
( |
( |
( |
|
At 31 December 2024 |
|
|
|
|
|
Carrying amount |
||||
|
At 31 December 2024 |
- |
|
|
|
|
At 31 December 2023 |
- |
|
|
|
|
Investments in subsidiaries |
|
Subsidiaries |
£ |
|
Cost and carrying amount |
|
|
At 1 January 2024 and 31 December 2024 |
|
Details of undertakings
Details of the investments in which the Company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2024 |
2023 |
|||
|
Subsidiary undertakings |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
South Africa |
||||
The registered offices of the subsidiaries are as follows:
Strand Hanson Securities Limited: the same as the Company
Strand Hanson (Pty) Limited: 2nd Floor, Madison Place, Alphen Office Park, Constantia Main Road, Constantia, Cape Town 7806 South Africa
Both Subsidiary undertakings are dormant. In the opinion of the directors, the aggregate value of the Company's investments is not less than the amount included in the balance sheet.
Strand Hanson Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Debtors |
|
Note |
2024 |
2023 |
|
|
Trade debtors |
|
|
|
|
Other debtors |
|
|
|
|
Prepayments |
|
|
|
|
Deferred tax assets |
|
|
|
|
Corporation tax asset |
|
|
|
|
|
|
Details of non-current trade and other debtors
£149,638 (2023 -£149,638) of Rent deposit is classified as non current. Rent deposits repayable at the end of the lease are due in more than one year.
|
Current asset investments |
|
2024 |
2023 |
|
|
Other investments |
|
|
|
Warrants |
1,001,963 |
308,052 |
|
|
|
Current asset investments combine shares which are quoted on AIM, a market operated by the London Stock Exchange plc of £1,745,802 (2023 - £1,574,979), unquoted investments of £86,850 (2023 - £181,334) and warrants to acquire shares in companies whose shares are quoted on AIM.
|
Creditors |
|
Note |
2024 |
2023 |
|
|
Due within one year |
|||
|
Trade creditors |
|
|
|
|
Social security and other taxes |
|
|
|
|
Other payables |
|
|
|
|
Accruals |
|
|
|
|
Corporation tax liability |
137,028 |
27,053 |
|
|
|
|
Strand Hanson Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Pension and other schemes |
The Company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the Company to the scheme and amounted to £
Contributions totalling £
|
Share capital |
Allotted, called up and fully paid shares
|
2024 |
2023 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
650,179 |
|
650,179 |
|
Reserves |
Share premium reserve
The share premium account includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
Capital redemption reserve
Represents the nominal value of shares that have been redeemed.
Other reserves
The treasury reserves represents the cost of shares in the Company repurchased and held by the Company in treasury. The number of shares held in treasury at 31 December 2024 was 151,855 (2023 - 151,855).
Profit and loss account
The Profit and Loss Account includes all current and prior year retained profits and losses.
|
Obligations under operating leases |
The total of future minimum lease payments is as follows:
|
2024 |
2023 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
Later than five years |
|
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £241,466 (2023 - £
Strand Hanson Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Related party transactions |
Directors' advance and credits
During the year four of the directors advanced/(received) loans to/(from) the Company. The loans are interest free and repayable on demand.
The amounts owed to/(by) each director at each period end were as follows (net debtor balances recognised within Other Debtors):
|
2024 |
2023 |
||
|
£ |
£ |
||
|
James Harris |
95,329 |
95,329 |
|
|
Rory Murphy |
215,646 |
215,646 |
|
|
Simon Raggett |
(373,126) |
(357,518) |
|
|
Stuart Faulkner |
(55,000) |
(75,000) |
|
|
Angela Hallett |
(75,417) |
(75,417) |
|
|
James Spinney |
(4,154) |
(4,154) |
The maximum balance owed to the company by Simon Raggett during in 2024 and 2023 was £523,996.
The maximum balance owed to the company by Stuart Faulkner during in 2024 and 2023 was £116,319.
Provisions have been made against certain directors' loan accounts, with an expense of £nil (2023 - £231,319 ) recognised in the Profit and Loss account.
Other related party transactions
During the year the company made the following related party transactions:
Key Management Personnel
Key management personnel are considered to be the board of directors, which includes the managing director and chief operating officer. Details of loan relationships with directors are disclosed within this note. For details of key management personnel's remuneration, please see note 9.
|
Net debt note |
|
Analysis of changes in net debt |
At 1 January |
Cash flows |
Other non cash changes |
As at 31 December 2024 |
|
Cash and cash equivalents |
||||
|
Cash |
212,834 |
360,094 |
- |
572,928 |
|
Total net debt |
212,834 |
360,094 |
- |
572,928 |