|
Registered number: 12231100
HAUCK UK LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
HAUCK UK LIMITED
CONTENTS
|
|
|
|
|
|
Notes to the Financial Statements
|
|
|
|
HAUCK UK LIMITED
REGISTERED NUMBER: 12231100
BALANCE SHEET
AS AT 31 DECEMBER 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
Net current (liabilities)/assets
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
|
|
Creditors: amounts falling due after more than one year
|
|
|
|
|
|
Provisions for liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 24 December 2025.
The notes on pages 3 to 13 form part of these financial statements.
|
|
HAUCK UK LIMITED
REGISTERED NUMBER: 12231100
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024
|
|
HAUCK UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Hauck UK Limited, (the Company), is a private company, limited by shares, incorporated and domiciled in England and Wales. The address of the registered office, which is also the principal place of business, is Kurt Feyler Buildings Ash Road South, Wrexham Industrial Estate, Wrexham, Wales, LL13 9UG.
The principal activity of the Company in the year under review was that of a wholesaler distributor of nursery equipment and other children's accessories.
2.Accounting policies
|
|
|
Basis of preparation of financial statements
|
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The following principal accounting policies have been applied:
|
|
HAUCK UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
These financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realise its assets and fulfill its liabilities in the normal course of business.
The Company has net liabilities and net current liabilities at 31 December 2024, and these include amounts payable to group undertakings at 31 December 2024 of £5,548,591, which includes £3,616,790 due to its immediate parent undertaking Hauck GmbH & Co. KG. The immediate parent undertaking, Hauck GmbH & Co. KG, has indicated its intention to continue to provide such financial support as it is necessary to enable the Company to meet its liabilities as and when they fall due and to continue its operations as a going concern for at least 12 months, and not to request repayment of the amount due to it until such time as the Company is in a position to repay the amount without impairing the Company’s financial position.
As with any company placing reliance on other group entities for financial support that is not legally binding, the director acknowledge that there can be no certainty that this support will continue although at the date of approval of these financial statements, they have no reason to believe that it will not do so, including continued support by the ultimate parent company Hugo Holdings BV (‘the Group’) to Hauck GmbH & Co. KG.
Given the reliance by the Company and Hauck GmbH & Co. KG on the Group, the Director has considered the financial position of the ultimate parent undertaking as disclosed in its most recent consolidated financial statements, being for the year ended 31 December 2024.
Material uncertainty related to the Group:
The consolidated financial statements for the Group have been prepared on a going-concern basis, which assumes that the Group will be able to realize its assets and discharge its liabilities in the normal course of business.
As of 31 December 2024, the Group reported negative equity and continued to experience tight liquidity conditions. The reported losses for the financial year were primarily driven by non-cash goodwill impairments recognized on past business acquisitions and by finance expenses related to the Group’s debt structure. Purely operational performance at the business-unit level showed only limited losses. The shareholder support letter to the Group that had previously provided financial backing expired in August 2025 and was not renewed.
In October 2025, the Group reached a comprehensive financial restructuring and refinancing agreement with its financing partners to establish a sustainable long-term capital structure. The restructuring includes the conversion and partial forgiveness of existing shareholder and lender loans, an extension of all major bank facilities to 2030, and the implementation of a new fixed-rate debt structure.
In connection with this restructuring, the ownership of HUGO Holding B.V. will be transferred from the previous shareholders, Growth Capital Fund III Coöperatief W.A. and HUGO MEP GmbH & Co. KG (funds managed by Avedon Capital Partners), to funds managed by Capital Four, which will become the new long-term shareholder of the Group. This change of ownership forms part of the financial restructuring and is expected to further strengthen the Group’s capital base and governance.
An independent business review was performed by an external restructuring advisor to assess the Group’s business plan and liquidity forecast. The review concluded that the assumptions of the business-plan scenario are overall reasonable and predominantly likely and that the planned restructuring measures are objectively suitable to restore the Group’s long-term viability once implemented. The Independent Business Review is currently in final-draft status and its completion
|
|
HAUCK UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
|
|
|
Going concern (continued)
|
depends on the outcome of the binding tax ruling described below.
The completion (“closing”) of the restructuring transaction, including the shareholder transfer, remains subject to formal approval by the German tax authorities as closing condition.
Management has obtained external tax assessments and, based on its own legal analysis, considers that the Group is entitled to submit an application for the required tax waiver and that the relevant legal requirements for such tax waiver are fulfilled. Accordingly, management currently expects that the required tax clearance will be granted.
However, the granting of the tax clearance remains subject to a formal decision by the relevant tax authorities and is therefore not entirely within the Group’s control. As the completion of the refinancing and ownership transfer is dependent on the granting of this tax clearance, any failure to obtain, or a significant delay in obtaining, the tax clearance could have a material adverse effect on the Group’s liquidity position and refinancing process.
These circumstances indicate the existence of a material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern.
The ultimate reliance of the Company on the continued financial support of the Group, together with these events and conditions identified in the Group’s financial statements indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern.
The financial statements have been prepared on a going-concern basis and do not include any adjustments that would be required should the Company be unable to continue as a going concern.
|
|
|
Foreign currency translation
|
Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
|
|
HAUCK UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Grants of a revenue nature are recognised in the Statement of Income in the same period as the related expenditure.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
The Company operates a defined contribution plan for its employees. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
|
|
HAUCK UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Tax is recognised in the Statement of income and retained earnings, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance sheet date, except that the recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
|
|
HAUCK UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and loans from related parties.
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments (other than those wholly repayable or receivable within one year), including loans from group companies, are measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Long term loans from the parent entity are discounted at a market rate of interest for a similar debt instrument, where the actual rate of interest used is at an off-market rate, to reflect the loan at fair value. The discount between the actual loan and the fair value is credited directly to reserves. The discount is unwound in subsequent periods as interest charges in the statement of comprehensive income and credited to the loan to arrive at the principal sum due for settlement at the maturity date.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
|
|
HAUCK UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
|
|
|
Provisions for liabilities
|
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
|
|
HAUCK UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
The average monthly number of employees, including directors, during the year was 16 (2023 - 16).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge for the year on owned assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Freehold property includes land with a deemed cost of £399,553 which is not being depreciated.
|
|
|
HAUCK UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other debtors include corporation tax recoverable of £48,458 (2023: £47,560).
|
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
|
|
Other taxation and social security
|
|
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included within amounts due to group undertakings is a loan from the immediate parent company of £3,369,422, see note 9. Other amounts due to group undertakings arise from trading activities.
|
|
|
HAUCK UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
Creditors: Amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
|
|
|
|
|
|
|
As part of the acquisition of the trade and assets in an earlier period a loan repayable within one year of £3,809,422 from the immediate parent company was assigned to this company. This loan carries interest at 2% per annum.
In July 2020 the terms of the loan agreement were changed and the repayment date of the loan amended to a single repayment due July 2025. At 31 July 2020 the loan had a book value of £3,526,422, as a result of being recognised at its discounted cashflow amount based on a blended market rate of interest of 3.65%, and the discount of £283,000 was taken directly to the profit and loss account reserve.
At 31 December 2024 the loan had a book value of £3,369,422, as a result of £58,000 being charged to the statement of income and retained earnings as interest during the year to unwind the discount and after repayments of £265,000.
A new loan agreement has been entered into post year end, see note 13.
|
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
|
|
1 (2023 - 1) Ordinary share of £1.00
|
|
|
At the balance sheet date the company had pension commitments payable of £5,936 (2023: £2,627).
|
|
Commitments under operating leases
|
|
|
At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Later than 1 year and not later than 5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HAUCK UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
Related party disclosures
|
The company has taken advantage of the exemption conferred by the small companies regime of FRS 102 Section 1A not to disclose transactions with group undertakings nor directors' remuneration.
|
|
Post balance sheet events
|
In May 2025 the loan referred to in note 9 was increased by £372,655 and the maturity date was extended to May 2026. The amount of the revised loan at the date of revision was £3,679,307.
The company's immediate parent undertaking is Hauck GmbH & Co, a company registered in Germany and the ultimate parent undertaking is Hugo Holding BV, a company registered in the Netherlands.
The parent undertaking of the largest group for which consolidated accounts are prepared are is Hugo Holding B.V.
The auditor's report on the financial statements for the year ended 31 December 2024 was unqualified.
|
|
In their report, the auditor emphasised the following matter without qualifying their report:
Material uncertainty re going concern
We draw attention to Note 2.2 in the financial statements, which indicates that the Company is reliant on the continued financial support of its parent undertakings which is not legally binding, and that the ultimate parent undertaking is subject to a material uncertainty relating to the granting of tax clearance by the German tax authorities in connection with a Group refinancing. As stated in Note 2.2, these events or conditions, together with other matters set out in that note, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
|
The audit report was signed on 29 December 2025 by Stephen Hale BSc ACA (Senior Statutory Auditor) on behalf of MHA.
|
|
|