The directors present the strategic report for the year ended 31 December 2024. The Strategic Report provides a review of the Group’s activities for the financial year, including an outline of strategic developments and the Group’s financial performance and position at the end of the year. It also describes how the directors manage key risks.

The directors aim to present a balanced and comprehensive review of the development and performance of the business during the year and its position at the year-end. Much of the group's trading is carried out by the parent company, Hood Group Limited. The other company that continued to trade was Hood Travel Limited, which was responsible for the introduction and management of client and underwriter relationships, to generate travel policy sales in the affinity and partnership sectors.

All trading companies within the group operate in the insurance sector.

Hood Group Administration Limited (formerly known as Plus One Services Limtied), is a fully owned subsidiary of Hood Group Limited, the Company was dormant during the year.

2024 was a landmark year for the Group with the completion of the acquisition by Connection Capital LLP. This investment accelerates growth plans of Hood Group, and its subsidiaries, to continue in its business strategy to provide market leading insurance solutions to its partners and customers. The funding supports investment in the Direct and Affinity insurance distribution channels, aiding the pursuit of new product lines and growth in existing lines, taking advantage of the fragmented digital insurance marketplace.

The Group posted improved results for the year due to an improvement in other operating income and greater interest received. Administrative expenses are still largely due to staff and IT costs, which are seen as critical for the growth the Group is looking to achieve in the future.

The Group arranges its business into three divisions, namely Travel, Residential Property (Home) and Insurance Partnerships. The Travel business continues to sell policies through partnering with well-known brands and insurers. The Residential Property business offers home insurance solutions to the UK Affinity market, supported by its chosen strategic insurers. The Insurance Partnership business provides sales and service capabilities to leading brands and insurers.

The Directors are confident that all divisions will contribute towards delivering growth in the coming year and beyond in addition to potential new lines of business where opportunities arise and fit strategically with the Groups targets.

Political donations

The company did not make any political donations during the financial year (2023: £ nil).

The Board is responsible for identifying and managing the internal and external risks to which the company is exposed. The company maintains a risk register which assists in this process, is regularly updated, recording controls and actions necessary to mitigate these risks.

The principal risks and uncertainties identified by the Board are outlined below:-

Key Employee Retention

Retaining key personnel within the business, preserving existing and developing new client relationships are all vitally important to the company's future development and success. Effective succession and career planning at all levels of the organisation are regularly undertaken together with remuneration benchmarking to assist with maintaining skilled staff retention levels.

Market Risk

Market conditions within the Personal Lines insurance sector remain challenging. Customers continue to seek cheaper insurance premiums, at a time when premiums have increased at a faster rate than experienced in the past. The Group works closely with both its insurer and brand partners to agree sustainable pricing and margin strategies.

The direct cost of transacting business needs to be commensurate with the margin earned on each policy. The Group has been successful in driving the majority of sales online and will continue to seek other ways of creating efficiencies through empowering the customer to self-serve their policy.

As the Group continues to win and renew contracts with major affinity brands and develop deeper strategic relationships with their chosen insurers, the demands for IT and Regulatory governance increase. The Group manages indirect costs in conjunction with maintaining the oversight necessary to meet Regulatory and Partner expectations.

Financial Risk

The Board analyses and reviews monthly financial performance against budgets and forecasts to ensure compliance with capital adequacy requirements and sufficient liquidity to fund current and future projects. It maintains a framework of authorisation and other internal controls to assist with ensuring that company assets are safeguarded.

Technology Risk

The company has a disaster recovery plan covering technological platform availability, security and data integrity. There is a documented Information Security Framework in place which covers all aspects of IT security. Penetration tests and vulnerability scans are carried out frequently on web facing systems. Hood Group has a PCI DSS Attestation of compliance for 2024 to 2025, which is independently verified by a Qualified Security Assessor. Service level agreements are in place with IT suppliers to ensure availability of their services, which are regularly reviewed and monitored through governance forums. The Group recognises the risks of some business still being administered on its legacy platforms with a specific project in-flight to migrate these policies onto a modern system.

Regulatory Risk

The company is regulated by the Financial Conduct Authority and it mitigates against the risk of non-compliance with financial services and other relevant regulations such as anti-bribery and data protection. The Group maintains a Compliance & Audit team function, which covers regulatory compliance, risk, data protection, audit and incident management. The Group also has Learning & Development, Quality Assurance and Complaint teams to ensure the compliant management of services to the customer.

Future developments

The Group will continue to grow its Travel revenue through partner and insurer engagement, also by securing the renewal or extension of its Brand Partner contracts. The Group will also seek new brand partner contracts to expand current technology capabilities to maximise profit margins.

The Residential Property business is expected to grow following the launch of a new product onto ICE, our policy administration system, serving our current affinity brand partners. Development is also underway onto ICE, of a second Residential Property product, with a reduced question set utilising data from external sources, to broaden our affinity target market for Home Insurance propositions.

Insurance Partnerships will focus on delivering an efficient, high-quality service to existing and new partners.

The Group has recruited top talent to drive the new business strategy, including the introduction of a Pet product offering. We are confident our focus on pet healthcare, powered by on-going investment in our operational platform, will support growth and scalability. Combined with our innovation and intelligent use of data, we believe it is a compelling product for our new partners.

The Group will continue its transition to a more digitally enabled and scalable business, that delivers customer centric solutions and financial efficiencies.

The Group is focused on building ever stronger engagement with its existing workforce through staff recognition and development, whilst recruiting the right quality of new staff to support growth and our capabilities to forge new business relationships.

By order of the board.

The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activity of the Company in the year under review was that of an insurance intermediary, authorised by the Financial Conduct Authority (FCA).

The results for the year are set out on page 10.

During the current and prior year the directors did not pay interim dividends.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The Group has over the last few years invested in research and development, aimed at providing efficient and innovative insurance solutions and systems that will provide a commercial advantage to the business and its clients and partners. This investment will continue in 2025 and beyond.

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the Company continues and that the appropriate training is arranged. It is the policy of the Company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The Company's policy is to consult and discuss with all employees, through staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the Company's performance.

The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the Company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the Company’s auditor is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

The directors are responsible 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:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent; 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 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.

We have audited the financial statements of Hood Group Limited (the 'company') for the year ended 31 December 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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's 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 financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the 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 or the directors' report.

We have nothing to report in respect of the following matters in relation to which 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.

As explained more fully in the directors' responsibilities statement, 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.

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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered 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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Reviewing minutes of meetings of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

Hood Group Limited is a private Company limited by shares incorporated in England and Wales. The registered office is 2nd Floor, Dencora Court, Tylers Avenue, Southend on Sea, Essex, United Kingdom, SS1 2BB.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

In the opinion of the directors, it remains appropriate to continue to adopt the going concern basis of accounting.

At the time of approving the financial statements, the directors are required to consider whether the Company can continue in operational existence for a period of at least 12 months from the approval of these financial statements. The Board have concluded that there is a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Management is confident with the new contracts that are coming on board, the restructuring that is currently being performed and with the additional cash injection received from its investors amounting to £3.35m that the Group is able to continue in the foreseeable future and the accounts should therefore be prepared on the Going Concern Basis.true

Credit is taken for net commission on premiums receivable on insurance policies placed during the accounting period.

Credit is taken for administration fees billed to clients in the period in which they are earned. Other income is credited to the profit and loss account as it is received.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

At each reporting period end date, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The Company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's balance sheet when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the Company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow Group Companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the Company’s contractual obligations expire or are discharged or cancelled.

The component parts of compound instruments issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

Equity instruments issued by the Company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Investment income

Investment income comprises dividends and interest and is accounted for on a receivable basis.

In the application of the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

All turnover from services provided relate to the principal activity of the Company.

In the year ended 31st December 2023, the Directors opted to dispose of dormant companies within the Group and write off balances owed. This resulted in a loss of £423,653 in the prior period.

The average monthly number of persons (including directors) employed by the Company during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2023 - 4).

The actual credit for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

More information on impairment movements in the year is given in note .

Details of the Company's subsidiaries at 31 December 2024 are as follows:

Bank loans are secured by way of a fixed charge over the Company's contracts, book debts, intellectual property, cash at bank and in hand and goodwill and a floating charge over all of the Company's undertakings and assets.

Included within cash at bank and in hand is £97,965 (2023 - £345,541) in respect of invoice discounting. These amounts are secured by way of fixed and floating charges over all property and undertakings of the Company.

The net proceeds received from the issue of the convertible loan notes have been split between the financial liability element and an equity component, representing the fair value of the embedded option to convert the financial liability into equity.

The liability component is measured at amortised cost, and the difference between the carrying amount of the liability at the date of issue and the amount reported in the Balance Sheet represents the effective interest rate less interest paid to that date.

The effective rate of interest is 3.79%.

The equity component of the convertible loan notes has been credited to the equity reserve.

The balance was converted as at 29th October 2024.

The following are the major deferred tax liabilities and assets recognised by the Company and movements thereon:

The Company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Company in an independently administered fund.

Hood Group companies have provided a cross guarantee to parent company undertakings that, in the event of default, they will settle the obligations under issued loan notes of those entities.

At the reporting end date the Company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

On 28th November 2025, additional investment in the Group totalling £3,350,296 was approved.  The investment is broken down as investor funding from the ultimate controlling party, Connection Capital LLP, of £3,221,665 and from the existing minority shareholders of £128,631.  The Group will draw down on these available investor funds as and when required.

As this investment occurred after the reporting date and relates to conditions that arose post the year-end, no adjustment has been made to the financial statements at as 31st December 2024 and the investment will be reflected within the financial statements for the year ending 31st December 2025.

The directors have provided personal guarantees in respect of borrowings made by Hood Group Limited up to a maximum amount of £75,000 of the loan balance outstanding.

In the board of director's opinion the Company is under the control of Connection Capital LLP from 29th October 2024.

During the year the Company incurred costs of £14,583 (2023 - £17,500) in respect of consultancy services to Hemsign Limited, a Company in which Mr E.J, Cater (a director of Hood Group Limited for part of the year) is a director.

During the year the Company incurred costs of £34,556 (2023 - £41,400) in respect of consultancy services to Homer AC Limited, a Company in which Mr A Homer (a director of Hood Group Limited for part of the year) is a director.

As at the balance sheet date the Company held the following balances with fellow group undertakings:

Hood Group Administration Limited (formerly Plus One Services Limited) (Creditor) £109,980 (2023: £2,141,754).

Hood Travel Limited (Debtor) £494,364 (2023: £8,905)

Ensco 1484 Limited (Debtor) £9,066 (2023 - £nil).

Ensco 1530 Limited (Creditor) of £2,752,837.

As at the balance sheet date there existed a balance of £nil (2023: £943,878) owed from Augmentum Management Limited, a Company which has some directors in common with Hood Group Limited.

The Company received dividends from its subsidiary Companies totaling £2,081,774 (2023: £50,000). Some of the directors of the Company are also directors of the subsidiary Companies.

The total amount of employee benefits (including employer pension contributions) received by key management personnel for their services to the Company was £971,123 (2023: £971,310).

From 29th October 2024, the directors consider the ultimate controlling party to be Connection Capital LLP, incorporated in England and Wales.