Registration number:
for the
Year Ended 31 March 2025
Hamburg Bidco 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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Consolidated Profit and Loss Account |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
Hamburg Bidco Limited
Company Information
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Directors |
J W Murray R C R Pope R Webster |
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Registered office |
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Auditors |
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Hamburg Bidco Limited
Strategic Report for the Year Ended 31 March 2025
The directors present their strategic report for the year ended 31 March 2025.
Principal activity
The principal activity of the company is as a holding company.
The principal activity of the group is the provision of medical and vocational assessment, rehabilitation care management and treatment services.
Fair review of the business
The results for the period, which are set out in the profit and loss account, show turnover of £49,586,130 (2024 - £41,869,708) an operating profit of £16,481 (2024 - £213,954). Operating profit in 2025 is after an amendment to the policy for provision of bad debt which resulted in a charge of £242,244 related to prior years. Adjusting for this gives a like for like operating profit of £258,732. At 31 March 2025, the group had total assets less current liabilities of £16,135,439 (2024 - £27,852,209). The directors consider the performance for the period and the financial position at the period end to be satisfactory.
Section 172 statement
The Directors believe that they have effectively implemented their duties under section 172 of the Companies Act 2006. The group 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 it’s stakeholders.
The group is committed to maintaining an excellent reputation and strives to achieve high standards. We are highly selective about which co-contractors are used to deliver best value while maintaining an awareness of the environmental impact of the work that they do and strive to reduce their carbon footprint.
The Directors recognise the importance of wider stakeholders in delivering their strategy and achieving sustainability within the business. The main stakeholders in the company are considered to be the employees, suppliers and service users.
In ensuring that all our stakeholders are considered as part of every decision process we believe we act fairly between all members of the group.
Key performance indicators
Given the nature of the business, the directors are of the opinion that key performance indicators are important.
The company uses a number of indicators to monitor and improve the position of the business. Indicators are
reviewed and altered to meet changes both in the internal and external environments. The directors consider key
performance indicators to include turnover, gross profit and operating profit.
Comparative EBITDA adjusted for the change in bad debt policy is set out below.
|
31 March 2025 |
31 March 2024 |
|
|
EBITDA |
4,617,626 |
4,050,961 |
Principal risks and uncertainties
The management of the business and the execution of the group's strategy are subject to a number of risks. The key business risks and uncertainties affecting the group are considered to relate to the uptake of rehabilitation case management within the insurance, legal and corporate sectors, competition activity and the attraction and retention of employees. The Group holds many multi-year customer contracts which are re-tendered periodically.
Hamburg Bidco Limited
Strategic Report for the Year Ended 31 March 2025
Financial instruments
Objectives and policies
The board constantly monitors the group's trading results and revise projections as appropriate to ensure that the group can meet its future obligations as they fall due.
Price risk, credit risk, liquidity risk and cash flow risk
The group is exposed to the usual credit and cash flow risks associated with selling on credit and manages this through credit control procedures.
Energy and carbon reporting
Hamburg Bidco Limited company has not disclosed information in respect of energy and carbon reporting as its energy consumption is less than 40,000kWh.
Approved by the
Director
Hamburg Bidco Limited
Directors' Report for the Year Ended 31 March 2025
The directors present their report and the for the year ended 31 March 2025.
Directors of the company
The directors who held office during the year were as follows:
Employment of disabled persons
The group’s policy is to consider the recruitment of disabled workers for those vacancies that they are able to fill. All necessary assistance with initial training courses is given. Once employed, a career plan is developed so as to ensure suitable opportunities for each disabled person. Arrangements are made, wherever possible, for retraining employees who become disabled, to enable them to perform work identified as appropriate to their aptitudes and abilities.
Employee involvement
The group encourages the involvement of employees in its management through regular meetings.
Future developments
The directors continue to explore opportunities to grow the group either organically or through acquisition.
Going concern
In assessing the Group's going concern position, the directors have considered the current and forecast trading and financial position of the Group, in addition to the current liquidity and available bank facilities.
The Group has net current liabilities of £10,660,171 at the balance sheet date, this includes bank debt of £17,024,424 which is shown as repayable within one year.
Post year end the Group has refinanced with a new bank facility of £18,500,000. The new bank loans are repayable in June 2030.
Having reviewed the forecast profits and projected cash flows of the business the directors are confident that the Group will be able to meet its liabilities for the foreseeable future, being a period of at least 12 months from the date of signing of these financial statements. Consequently, the financial statements have been prepared on a going concern basis.
Disclosure of information to the auditor
Each director has taken the 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 auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Reappointment of auditors
Hazlewoods LLP have expressed their willingness to continue in office.
Approved by the
Director
Hamburg Bidco Limited
Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic Report, Directors' 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 group and company 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 apply them consistently; |
• | make judgements and accounting estimates that are reasonable and prudent; |
• | state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
• | 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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Hamburg Bidco Limited
Independent Auditor's Report to the Members of Hamburg Bidco Limited
Opinion
We have audited the financial statements of Hamburg Bidco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, 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 group's and the parent company's affairs as at 31 March 2025 and of the group's loss 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 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 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.
Hamburg Bidco Limited
Independent Auditor's Report to the Members of Hamburg Bidco Limited
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. |
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 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 5, 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 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.
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 group’s industry and its control environment and reviewed the groups’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 group 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 group’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.
Hamburg Bidco Limited
Independent Auditor's Report to the Members of Hamburg Bidco Limited
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; |
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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
Windsor House
Bayshill Road
GL50 3AT
Hamburg Bidco Limited
Consolidated Profit and Loss Account for the Year Ended 31 March 2025
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Note |
2025 |
2024 |
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|
Turnover |
|
|
|
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Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Exceptional items |
( |
( |
|
|
Operating profit |
|
|
|
|
Other interest receivable and similar income |
|
|
|
|
Interest payable and similar charges |
( |
( |
|
|
Loss before tax |
( |
( |
|
|
Taxation |
( |
( |
|
|
Loss for the financial year |
( |
( |
The above results were derived from continuing operations.
The group has no recognised gains or losses for the year other than the results above.
Hamburg Bidco Limited
(Registration number: 13689209)
Consolidated Balance Sheet as at 31 March 2025
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Note |
2025 |
2024 |
|
|
Fixed assets |
|||
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Intangible assets |
|
|
|
|
Tangible assets |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Debtors |
|
|
|
|
Cash at bank and in hand |
1,815,051 |
976,698 |
|
|
|
|
||
|
Creditors: Amounts falling due within one year (excluding bank loans) |
(5,039,179) |
(4,739,575) |
|
|
Net current assets (excluding bank loans) |
6,364,253 |
5,641,169 |
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|
Bank loans due within one year |
(17,024,424) |
(1,533,048) |
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|
Net current (liabilities)/assets |
( |
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
|
|
|
|
Provisions for liabilities |
|
|
|
|
26,898,908 |
32,859,172 |
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|
Capital and reserves |
|||
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Called up share capital |
|
|
|
|
Profit and loss account |
( |
( |
|
|
Total equity |
( |
( |
|
|
Total capital, reserves and long-term liabilities |
16,135,439 |
27,852,209 |
Approved and authorised by the
Director
Hamburg Bidco Limited
(Registration number: 13689209)
Balance Sheet as at 31 March 2025
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Note |
2025 |
2024 |
|
|
Fixed assets |
|||
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Investments |
|
|
|
|
Current assets |
|||
|
Debtors |
|
- |
|
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current liabilities |
( |
( |
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Profit and loss account |
( |
|
|
|
Total equity |
( |
|
|
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Total capital, reserves and long-term liabilities |
27,319,248 |
36,056,738 |
The company made a loss after tax for the financial year of £5,500,994 (2024 - loss of £2,967,570).
Approved and authorised by the
Director
Hamburg Bidco Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 March 2025
Equity attributable to the parent company
|
Share capital |
Profit and loss account |
Total |
|
|
At 1 April 2024 |
|
( |
( |
|
Loss for the year |
- |
( |
( |
|
At 31 March 2025 |
|
( |
( |
|
Share capital |
Profit and loss account |
Total |
|
|
At 1 April 2023 |
|
( |
( |
|
Loss for the year |
- |
( |
( |
|
At 31 March 2024 |
|
( |
( |
Hamburg Bidco Limited
Statement of Changes in Equity for the Year Ended 31 March 2025
|
Share capital |
Profit and loss account |
Total |
|
|
At 1 April 2024 |
|
|
|
|
Loss for the year |
- |
( |
( |
|
At 31 March 2025 |
|
( |
( |
|
Share capital |
Profit and loss account |
Total |
|
|
At 1 April 2023 |
|
|
|
|
Loss for the year |
- |
( |
( |
|
At 31 March 2024 |
|
|
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Hamburg Bidco Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
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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.
Summary of disclosure exemptions
The company has not presented a cash flow statement on the grounds that the company is a wholly owned subsidiary and a group cash flow statement is included in the financial statements of the ultimate parent company.
As permitted by Section 408 of Companies Act 2006, the Parent Company's statement of comprehensive income has not been included in these financial statements. The Group's loss for the period includes a loss of £5,500,994 (2024 - £2,967,570) dealt with in the profit and loss account of the Parent Company.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March 2025.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Hamburg Bidco Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Going concern
In assessing the Group's going concern position, the directors have considered the current and forecast trading and financial position of the Group, in addition to the current liquidity and available bank facilities.
The Group has net current liabilities of £10,660,171 at the balance sheet date, this includes bank debt of £17,024,424 which is shown as repayable within one year.
Post year end the Group has refinanced with a new bank facility of £18,500,000. The new bank loans are repayable in June 2030.
Having reviewed the forecast profits and projected cash flows of the business the directors are confident that the Group will be able to meet its liabilities for the foreseeable future, being a period of at least 12 months from the date of signing of these financial statements. Consequently, the financial statements have been prepared on a going concern basis.
Judgements and estimation uncertainty
The bad debt provision is based on historical factors and other factors considered to be relevant. The bad debt provision policy was reviewed and updated during the year. As of 31 March 2025, the group estimates £767,187 (2024 - £424,395) of debts to be unrecoverable, with £242,224 of the increase relating to previous years. |
The group makes estimates and assumptions concerning the future. The resulting accounting estimates will by definition seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below. |
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company. The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the group's activities.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, 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 group. 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.
Hamburg Bidco Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
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.
Depreciation
Depreciation is charged so as to write off the cost of assets, over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Fixtures, fittings and equipment |
Straight line over 4 years |
|
Computer equipment |
Straight line over 3 to 5 years |
Intangible assets
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.
Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.
Software development costs are initially recognised as an asset at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Goodwill |
Straight line over 10 years |
|
Software development costs |
Straight line over 5 to 6 years |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, 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 trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.
Hamburg Bidco Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
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 group 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.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period 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 group 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.
Financial instruments
Classification
Recognition and measurement
Hamburg Bidco Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
Financial instruments (continued)
Impairment
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.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired 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. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
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.
|
Turnover |
The total turnover of the group has been derived from its principal activity wholly undertaken in the United Kingdom and Ireland.
|
Operating profit |
Arrived at after charging/(crediting)
|
2025 |
2024 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Operating lease expense - property |
|
|
|
Operating lease expense - plant and machinery |
|
|
|
Exceptional items |
|
2025 |
2024 |
|
|
Exceptional expenses |
1,097,351 |
427,732 |
Exceptional expenses in the current year relate to one-off consultancy, recruitment fees, redundancy expenses and a charge relating to prior year bad debt provision as a result of a change in policy.
Exceptional items in the prior year consisted of recruitment expenses and employee settlement costs.
Hamburg Bidco Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Other interest receivable and similar income |
|
2025 |
2024 |
|
|
Interest receivable from group undertakings |
|
- |
|
Interest income on bank deposits |
|
|
|
|
|
|
Interest payable and similar expenses |
|
2025 |
2024 |
|
|
Interest on bank overdrafts and borrowings |
|
|
|
Interest expense on other finance liabilities |
|
|
|
|
|
|
Staff costs |
Group
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2025 |
2024 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2025 |
2024 |
|
|
Administration and support |
|
|
|
Direct staff |
|
|
|
Directors |
|
|
|
|
|
Company
The company incurred no staff costs and had no employees other than the directors.
Hamburg Bidco Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2025 |
2024 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
|
|
During the year the number of directors who were receiving benefits and share incentives was as follows:
|
2025 |
2024 |
|
|
Accruing benefits under money purchase pension scheme |
|
|
In respect of the highest paid director:
|
2025 |
2024 |
|
|
Remuneration |
|
|
|
Company contributions to money purchase pension schemes |
|
|
|
Auditors' remuneration |
|
2025 |
2024 |
|
|
Audit of these financial statements |
|
|
|
Other fees to auditors |
||
|
All other non-audit services |
|
|
Hamburg Bidco Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2025 |
2024 |
|
|
Current taxation |
||
|
UK corporation tax |
- |
|
|
UK corporation tax adjustment to prior periods |
|
( |
|
|
|
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
|
|
|
Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods |
4,963 |
154,900 |
|
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 (2024 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2025 |
2024 |
|
|
Loss before tax |
( |
( |
|
Corporation tax at standard rate |
( |
( |
|
Increase/(decrease) in UK and foreign current tax from adjustment for prior periods |
|
( |
|
Tax decrease from effect of capital allowances and depreciation |
( |
( |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Tax increase arising from group relief |
|
|
|
Deferred tax expense from unrecognised temporary difference from a prior period |
|
|
|
Total tax charge |
|
|
Deferred tax
Group
Deferred tax assets and liabilities
|
2025 |
Liability |
|
Difference between accumulated depreciation and capital allowances |
|
|
2024 |
Liability |
|
Difference between accumulated depreciation and capital allowances |
|
Hamburg Bidco Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Intangible assets |
Group
|
Goodwill |
Software development costs |
Total |
|
|
Cost |
|||
|
At 1 April 2024 |
|
|
|
|
Additions |
|
|
|
|
At 31 March 2025 |
|
|
|
|
Amortisation |
|||
|
At 1 April 2024 |
|
|
|
|
Amortisation charge |
|
|
|
|
At 31 March 2025 |
|
|
|
|
Carrying amount |
|||
|
At 31 March 2025 |
|
|
|
|
At 31 March 2024 |
|
|
|
|
Tangible assets |
Group
|
Furniture, fittings and equipment |
|
|
Cost |
|
|
At 1 April 2024 |
|
|
Acquired through business combinations |
|
|
Additions |
|
|
At 31 March 2025 |
|
|
Depreciation |
|
|
At 1 April 2024 |
|
|
Charge for the year |
|
|
At 31 March 2025 |
|
|
Carrying amount |
|
|
At 31 March 2025 |
|
|
At 31 March 2024 |
|
Hamburg Bidco Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Investments |
Company
|
2025 |
2024 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost and carrying amount |
|
|
At 1 April 2024 |
|
|
Additions |
|
|
At 31 March 2025 |
|
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) 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 |
|
|
2025 |
2024 |
|||
|
Subsidiary undertakings |
||||
|
|
England and Wales |
|
|
|
|
|
England and Wales |
|
|
|
|
|
England and Wales |
|
|
|
|
|
England and Wales |
|
|
|
|
|
England and Wales |
|
|
|
|
|
England and Wales |
|
|
|
|
|
England and Wales |
|
|
|
|
|
England and Wales |
|
|
|
|
|
England and Wales |
|
|
|
* Direct shareholding
|
Subsidiary undertakings |
|
Ballard Investment Company Limited* The principal activity of Ballard Investment Company Limited* is |
|
Health & Care Management Limited The principal activity of Health & Care Management Limited is |
|
Healthcare RM Limited* The principal activity of Healthcare RM Limited* is |
|
CA Case Management Limited* The principal activity of CA Case Management Limited* is |
Hamburg Bidco Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
Excell Medical Reporting Limited and HealthKinect Limited are both dormant companies.
Active Health Tech Limited
The principal activity of Active Health Tech Limited is that of an IT software company.
Independent Living Solutions Limited
The principal activity of Independent Living Solutions Limited is the provision of medical and vocational assessments, rehabilitation care management and treatment services.
ILS Plus Ltd
The principal activity of ILS Plus Ltd is that of a holding company.
The registered office of Healthcare RM Limited and HealthKinect Limited is Ashvale, 2 Ashchurch Business Centre, Alexandra Way, Tewksbury, GL20 8NB.
The registered office of Independent Living Solutions Limited and ILS Plus Ltd is Mills House Serviced Offices Mills Way, Amesbury, Salisbury, England, SP4 7RX.
The registered office of all other investments is the same as Hamburg Bidco Limited.
Hamburg Bidco Limited has provided guarantees in accordance with section 479A of the Companies Act 2006 to all of the above-named UK subsidiaries, apart from those that are dormant, to allow them to claim exemption from audit.
|
Debtors |
|
Group |
Company |
||||
|
Note |
2025 |
2024 |
2025 |
2024 |
|
|
Trade debtors |
|
|
- |
- |
|
|
Other debtors |
|
|
|
- |
|
|
Prepayments and accrued income |
|
|
- |
- |
|
|
Corporation tax asset |
|
|
- |
- |
|
|
|
|
|
- |
||
|
Creditors |
|
Group |
Company |
||||
|
Note |
2025 |
2024 |
2025 |
2024 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
|
Trade creditors |
|
|
- |
- |
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
|
Other creditors |
|
|
|
|
|
|
Accruals |
|
|
- |
- |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
- |
|
- |
|
|
|
Amounts due to group undertakings |
|
|
|
|
|
|
|
|
|
|
||
Hamburg Bidco Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Loans and borrowings |
Current loans and borrowings
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Bank borrowings |
|
|
|
|
Non-current loans and borrowings
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Bank borrowings |
- |
|
- |
|
Bank borrowings outstanding of £17,024,424 (2024 - £12,257,300) are stated after deducting £582,252 (2024 - £508,780) of costs associated with the raising of finance, which are being released to the profit and loss account over the term of the debt in accordance with FRS 102. Bank borrowings comprise these loans, all repayable in full by November 2025 through a combination of monthly, quarterly and other repayments, and attract interest at rates ranging between 6.5% and 11.7% per annum. The bank has security over the assets of the group.
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
|
Share capital |
Allotted, called up and fully paid shares
|
2025 |
2024 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
1 |
|
1 |
|
Obligations under leases and hire purchase contracts |
Group
Operating leases
The total of future minimum lease payments is as follows:
|
2025 |
2024 |
|
|
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 £
Hamburg Bidco Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Related party transactions |
Company
Summary of transactions with key management
|
Business combinations |
On
Active Health Tech Ltd contributed £
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
|
Book & fair value |
|
|
Assets and liabilities acquired |
|
|
Financial assets |
|
|
Financial liabilities |
( |
|
Total identifiable assets |
|
|
Goodwill |
|
|
Total consideration |
358,739 |
|
Satisfied by: |
|
|
Cash |
|
|
Cash flow analysis: |
|
|
Cash consideration |
|
|
Less: cash and cash equivalent balances acquired |
( |
|
Net cash outflow arising on acquisition |
|
|
|
|
Hamburg Bidco Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
On
Independent Living Solutions Limited and ILS Plus Ltd contributed £nil revenue and £nil to the group's profit for the period between the date of acquisition and the balance sheet date.
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
|
Book & fair value |
|
|
Assets and liabilities acquired |
|
|
Financial assets |
|
|
Tangible assets |
|
|
Financial liabilities |
( |
|
Total identifiable assets |
|
|
Goodwill |
|
|
Total consideration |
5,430,926 |
|
Satisfied by: |
|
|
Cash |
|
|
Contingent consideration arrangement |
|
|
Total consideration transferred |
|
|
Cash flow analysis: |
|
|
Cash consideration |
|
|
Less: cash and cash equivalent balances acquired |
( |
|
Net cash outflow arising on acquisition |
|
|
|
|
|
Parent and ultimate parent undertaking |
The company's immediate parent is
The ultimate parent is
The ultimate controlling party is