ACCOUNTS - Final Accounts preparation

ACCOUNTS - Final Accounts preparation


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Registered number: 04231933










HML PM LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022



















img1a5f.png

 
HML PM LIMITED
 
 
Company Information


Directors
James Howgego 
Hamilton Comely 
Alec Guthrie 
Michael Hehir 




Company secretary
James Howgego



Registered number
04231933



Registered office
9-11 The Quadrant

Richmond

Surrey

TW9 1BP




Independent auditors
CLA Evelyn Partners Limited

45 Gresham Street

London

EC2V 7BG





 
HML PM LIMITED
 

Contents



Page
Strategic report
 
1 - 3
Directors' report
 
4 - 6
Independent auditors' report
 
7 - 10
Statement of income and retained earnings
 
11
Balance sheet
 
12
Notes to the financial statements
 
13 - 29


 
HML PM LIMITED
 
 
Strategic report
For the Year Ended 31 March 2022

Introduction
 
The Directors present their Strategic Report for the year ended 31 March 2022.
Principal activities
The Company’s principal activity during the year under review was property management.

Business review
 
The Directors report a profit on ordinary activities after taxation of £158,553 (2021: £849,663).
At the start of the year, the Company purchased 100% of the share capital of SDL Estate Management Limited. More detail on this acquisition is set out in note 12.
New digital processes introduced during the pandemic have helped the efficiency and profitability of the business.  Strong transactional activity in the housing market helped boost the profitability of the business, but was countered by difficulties in keeping existing staff and attracting new employees.   
Overall, the Directors were content with the performance of the business and look forward to further improvements in future years as the business grows.

Principal risks and uncertainties
 
The principle risks and uncertainties faced by the Company are set out below:
Cost of living crisis
The Directors are very aware of the potential impact of the cost of living crisis on clients and employees. To help clients and employees, the Company does the following:
 • Constantly reviews employee pay level to ensure they are fair and are market rate;
 • Offers financial guidance to employees; and
 • Be mindful of lessee’s ability to pay service charge demands and chase lessee debtor accordingly.
Prinicpal risks and uncertainties (continued)
COVID-19
The effect of the pandemic was not as severe as originally anticipated but to mitigate the impact of the virus on the Vegner Group, the Company and all stakeholders, the Company continues to follow a co-ordinated Group plan which includes the following:
 • Follow government announcements to understand the ongoing impact, review our existing policies,
            alter in accordance with the government and Public Health England announcements.
 • Produce additional internal communications to ensure all employees understand the meaning,        impact and rational behind any recommendations.
 • Investment in technology and equipment to embrace new digital working practices.
 • Ensure employees are agile and have adopted new working practices.
 
Page 1

 
HML PM LIMITED
 

Strategic report (continued)
For the Year Ended 31 March 2022


Acquisitions and investments
Part of the Company’s strategy is to acquire and make investments in complementary businesses, services or products as appropriate opportunities arise. The risks the Company may face should it acquire or invest in complementary businesses include:
 • Difficulties with the integration and assimilation of the acquired business;
 • Diversion of the attention of the Company’s management team from other business concerns;
 • Availability of favourable acquisition or investment financing; and
 • Loss of key employees of any acquired business.
To mitigate the risks in respect of acquisitions and investments, the Company carries out detailed due diligence and produces cash flow projections to ensure that any target is a suitable strategic fit and is financially sound.  The Company generally uses the same employees and advisors to do the acquisition work.
Attraction and retention of key employees
The Company depends on its Directors and other key employees and whilst it has entered into contractual arrangements with these individuals, retention of these services cannot be guaranteed. The Company has attempted to reduce this risk by offering competitive remuneration packages and in some cases equity ownership. The Company also invests significantly in training and development.
Competition
The large majority of the Company’s work for existing or new clients or on new projects is won competitively.  The Company may face significant competition, including from larger companies which have greater capital and other resources and may result in some margin erosion. There is no assurance that the Company will be able to compete successfully in such a marketplace in the future, but the Company continually invests in its systems to improve the productivity within the business.
Regulatory Risks
The Company may be affected by the prevailing regulatory and legal environment relating to its business.
Financial Risks
The Company operates in the UK and is currently not exposed to foreign exchange risk. 
The Company has an overdraft that is used from time to time and consequently the exposure to interest rate risk is not material.
The Company is exposed to credit risk, but despite trade receivables being a material number, it comprises of a large number of individual clients, none of which represents in excess of 5% of the total balance. Receivables in respect of property management fees are considered by management to be low risk as non-payment of service charges can result in forfeiture of the respective leases. Receivable balances are also monitored on an on-going, regular basis with the result that the Company’s exposure to bad debts is not significant.
All of the Company’s cash and bank balances are held with recognised UK clearing banks.
Liquidity risk is managed through weekly, quarterly and annual cash flow forecasting and monitoring.

Page 2

 
HML PM LIMITED
 

Strategic report (continued)
For the Year Ended 31 March 2022

Financial key performance indicators
 
The Directors use several key performance indicators to monitor and appraise the trading and performance of the businesses. The main key performance indicators are as follows:
Operating margin (before overheads) of Company 
The operating margin made by the business before overheads increased from 24% to 27during the year. This change was largely due to increases in revenue streams linked to housing transactions, which benefited by a buoyant housing market.
Company turnover
A sizeable acquisition at the start of the financial year and a buoyant housing market helped the company increase turnover by £1,584,990 (9%) during the year.
Staff turnover
During the year, staff turnover in the Company rose from 18% to 30%.


This report was approved by the board on 31 March 2023 and signed on its behalf.



Alec Guthrie
Chief Executive Officer

Page 3

 
HML PM LIMITED
 
 
 
Directors' report
For the Year Ended 31 March 2022

The directors present their report and the financial statements for the year ended 31 March 2022.

Results and dividends

The loss for the year, after taxation, amounted to £383,948 (2021 - profit £849,663).

The Directors do not recommend the payment of a dividend (2021: £nil).

Directors

The directors who served during the year were:

James Howgego 
Hamilton Comely 
Alec Guthrie 
Michael Hehir 

Future developments

The Directors will continue to expand the property management services of the business through organic growth and acquisitions. The Company has strong experience of buying and consolidating acquisitions and the Directors continue to be optimistic that this acquisitive strategy combined with organic growth will ensure the Company continues to grow consistently in terms of turnover and profitability.
The pandemic has also led Directors to consider the geographical spread of offices and a strategic review of the office network has taken place. The Company closed two offices in the last year and expects this trend to continue in the future years, albeit at a slower pace.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Page 4

 
HML PM LIMITED
 
 
 
Directors' report (continued)
For the Year Ended 31 March 2022

Engagement with employees

The Company's Equal Opportunities Policy is applicable to all employees, workers and contractors. The Company is committed to a policy of equal opportunity and non-discrimination, and will not tolerate action or behaviour that is contrary to this policy.
 
Breaches of the Company's Equal Opportunities Policy by employees is dealt with through the Disciplinary Procedure and may be considered to be gross misconduct. Breaches by workers or contractors may be grounds for the Company to withdraw work or terminate contracts for services or similar.
 
A Complaints Procedure is in operation to allow any employee, worker or contractor to raise concerns about discrimination or harassment, in order that any such complaint may be addressed quickly and appropriately.
 
At all times, the Company aims to:

Select, recruit, develop and promote the very best people, basing judgement solely on suitability for the job;
Ensure all applicants and employees receive fair and equal treatment irrespective of sex, marital status, nationality, colour, race, age, national origin, religion, belief, sexual orientation or disability;
Ensure all employees receive fair and equal treatment irrespective of whether they work part-time or are engaged on a fixed term contract;
Maintain a working environment free from harassment and intimidation;
Ensure that existing and new legislative Acts based on statutory rights to equal treatment are adhered to; and
Deal speedily and effectively with any complaints of alleged discrimination and/or harassment, ensuring all complaints are fully investigated and that remedial action is taken where necessary.

The company has established and effective communication methods with our employees. This includes:

A regularly updated Intranet;
Direct notifications to staff via our HR Information Systems;
Announcements through our Let’s Talk emails;
Monthly remotely delivered training through our Lunch and Learn mechanism;
Online Employee Handbook with full access to all employment related policies and procedures;
Annual All Employee Meeting;
Annual Engagement Survey through Great Places to Work;
Vegner Group Big Idea Scheme;
Regular HR site visits;
Instant Messaging system via MS Teams;
Adult to Adult conversations (1:1s to discuss Careers, Reward and Check In); and
Monthly Newsletter covering key news/announcements from the previous month.

Directors within the company are fully involved with all of the above communication mechanisms. Our aim is for this approach to result in the right conditions for all members of an organisation to give of their best each day, committed to the organisation’s goals and values, motivated to contribute to organisational success, with an enhanced sense of their own well-being. Employee engagement is based on trust, integrity, two-way commitment and communication between an organisation and its members. It is an approach that increases the chances of business success, contributing to organisational and individual performance, productivity and well-being.

Page 5

 
HML PM LIMITED
 
 
 
Directors' report (continued)
For the Year Ended 31 March 2022

Qualifying third party indemnity provisions

Qualifying third party indemnity provisions were in place during the year for the benefit of all Directors of the Company.
Going concern
The Directors have adopted the going concern basis in preparing this set of accounts. 
The Directors consider that the company has adapted well to working in a post pandemic environment.  
After reviewing the principal risks and challenges faced by the business, including the ongoing cost of living crisis, the Directors have concluded that the risks and challenges do not impact on the Company’s ability to continue to operate for the foreseeable future and meet its obligations as they fall due. 
The Directors have scenario planned for reductions in revenue streams that are dependent on housing transactions as well as considering scenarios where a percentage of clients have liquidity issues. The Directors have focused on cash and working capital management to ensure the resources are adequate and sufficient to support trading levels. 
The Directors believe that the Company is well placed to manage its financing and other business risks satisfactorily and have a reasonable expectation that the Company will have adequate resources, with the support of the Parent Company, to continue in operation for at least 12 months from the signing of these financial statements. The Directors therefore consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditorsCLA Evelyn Partners Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 31 March 2023 and signed on its behalf.
 





James Howgego
Director

Page 6

 
HML PM LIMITED
 
 
 
Independent auditors' report to the members of HML PM Limited
 

Opinion


We have audited the financial statements of HML PM Limited (the 'Company') for the year ended 31 March 2022, which comprise the Statement of income and retained earnings, the Balance sheet and the notes to the financial statements, including significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law 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 March 2022 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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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.


Page 7

 
HML PM LIMITED
 
 
 
Independent auditors' report to the members of HML PM Limited (continued)


Other information


The other information comprises the information included in the Annual Report and Financial Statements other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report and Financial Statements. 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. 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.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Strategic Report and  Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and Directors' Report has been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and 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.



Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 4, 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.


Page 8

 
HML PM LIMITED
 
 
 
Independent auditors' report to the members of HML PM Limited (continued)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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.


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 obtained an understanding of the Company’s legal and regulatory framework through enquiry of management of their understanding of the relevant laws and regulations, the Company’s policies and procedures regarding compliance and how they identify, evaluate and rectify any instances of non-compliance. We also drew on our existing understanding of the Company’s industry and regulation.
We understand the Company complies with requirements of the framework through:
 • The directors’ close involvement in the day-to-day running of the business, meaning that any litigation or    claims would come to their attention directly; and
 • The outsourcing of tax compliance to external experts.
In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements, which are central to the Company’s ability to conduct business and where failure to comply could result in material penalties. We have identified the following laws and regulations as being of significance in the context of the Company;
 • The Companies Act 2006 and FRS 102 in respect of the preparation and presentation of the financial      statements.
The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the entity’s financial statements to material misstatement, including how fraud might occur. The key area identified in this discussion was the manipulation of the financial statements through the posting of manual journals and application of revenue recognition principles. 
The procedures carried out to gain evidence in the above areas included:
 • Substantive testing in relation to revenue recognition both during the period under audit and around the     year end; and 
 • Testing of manual journal entries, selected based on specific risk assessments applied based on the      Company’s processes and controls surrounding manual journals.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.


Page 9

 
HML PM LIMITED
 
 
 
Independent auditors' report to the members of HML PM Limited (continued)


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 2006Our 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 Auditors' 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.





Nicholas Jacques (Senior statutory auditor)
  
for and on behalf of
CLA Evelyn Partners Limited
 
45 Gresham Street
London
EC2V 7BG

31 March 2023
Page 10

 
HML PM LIMITED
 
 
Statement of income and retained earnings
For the Year Ended 31 March 2022

2022
2021
Note

  

Turnover
 4 
18,853,643
17,268,653

Gross profit
  
18,853,643
17,268,653

Administrative expenses
  
(18,600,248)
(19,208,247)

Other operating income
 5 
12,348
2,282,861

Operating profit
 6 
265,743
343,267

Interest payable and similar expenses
  
(8,455)
(174)

Profit before tax
  
257,288
343,093

Tax on profit
 9 
(641,236)
506,570

(Loss)/profit after tax
  
(383,948)
849,663

  

  

Retained earnings at the beginning of the year
  
3,191,711
2,342,048

  
3,191,711
2,342,048

(Loss)/profit for the year
  
(383,948)
849,663

Retained earnings at the end of the year
  
2,807,763
3,191,711
The notes on pages 13 to 29 form part of these financial statements.

Page 11

 
HML PM LIMITED
Registered number: 04231933

Balance sheet
As at 31 March 2022

2022
2021
Note

Fixed assets
  

Intangible assets
 10 
11,358,100
10,568,083

Tangible assets
 11 
503,253
402,931

Investments
 12 
919,869
919,869

  
12,781,222
11,890,883

Current assets
  

Debtors: amounts falling due within one year
 13 
2,434,886
2,312,805

Cash at bank and in hand
 14 
1,758,572
2,195,556

  
4,193,458
4,508,361

Creditors: amounts falling due within one year
 15 
(13,134,182)
(12,174,798)

Net current liabilities
  
 
 
(8,940,724)
 
 
(7,666,437)

Total assets less current liabilities
  
3,840,498
4,224,446

Provisions for liabilities
  

Deferred tax
 16 
(32,735)
(32,735)

  
 
 
(32,735)
 
 
(32,735)

Net assets
  
3,807,763
4,191,711


Capital and reserves
  

Called up share capital 
 17 
1,000,000
1,000,000

Profit and loss account
 18 
2,807,763
3,191,711

  
3,807,763
4,191,711


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 31 March 2023.




Alec Guthrie
Director

The notes on pages 13 to 29 form part of these financial statements.

Page 12

 
HML PM LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 March 2022

1.


General information

The principal activity of the Company during the year under review was property management.
The Company is a private company limited by shares and incorporated in England and Wales. The address of the registered office is 9-11 The Quadrant, Richmond, Surrey, TW9 1BP. The registered company number is 04231933.

2.Accounting policies

 
2.1

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

Reduced disclosure exemptions
The Company is a qualifying entity and has taken advantage of the following exemptions available under FRS 102:
  • the exemption from preparing a statement of cash flows;
  • disclosure of key management personnel compensation; and
  • certain financial instrument disclosures.
Equivalent disclosures are included in the consolidated financial statements of Vegner Holdings Ltd, the Company’s ultimate parent undertaking. The registered office of Vegner Holdings Ltd is 9-11 The Quadrant, Richmond, Surrey, TW9 1BP.
The company is a wholly owned subsidiary of Vegner Holdings Limited, a company incorporated in England & Wales and, in accordance with Section 400 of the Companies Act 2006, is not required to produce, and has not published, consolidated financial statements.

The following principal accounting policies have been applied:

Page 13

 
HML PM LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 March 2022

2.Accounting policies (continued)

 
2.2

Going concern

The Company made a loss of £383,948 (2021: profit of £849,663) and has a net current liability position of £8,940,724 (2021: £7,666,437). Net current liabilities include loans from group entities of £8,402,232 (2021: £7,306,222), the group entities have confirmed they do not intend to request payment of these balances within 12 months of the signing of the financial statements. The Company is also included in a group overdraft facility that is renewed annually and ongoing use of this facility is included within the cashflow forecasts. 
The Company’s forecasts and projections following the signing of these accounts, taking account of possible changes in trading performance from macroeconomic issues and other factors, show that the Company, with the support of the Parent, will be able to meet all liabilities as they fall due.
Consequently, the Directors are confident that the Company has adequate resources to continue in operational existence for the foreseeable future being a period of at least 12 months from the signing of the financial statements. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

 
2.3

Revenue

Revenue comprises mainly of fees for property management which are usually levied on a per block basis. Other revenues are derived from supplementary services provided to the properties under management.
Revenue is recognised for services provided during the year. If services have been provided and not invoiced, the revenues are accrued. Where amounts are invoiced in advance of services being provided, revenues are deferred. Revenue from property management is spread over the period in which the services are being provided.
Revenue is measured as the fair value of the consideration received or receivable and represents amounts receivable for services provided in the normal course of business, net of discounts, VAT and other sales related taxes.  

 
2.4

Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. 
Grants are classified as relating either to revenue or assets. Grants relating to revenue are recognised in Other Income over the period in which the related costs are recognised. A grant that becomes receivable as compensation for expenses or losses already incurred for the purpose of giving immediate financial support for the entity with no future related costs is recognised in other income in the period in which it becomes receivable.
Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as Deferred Income.

Page 14

 
HML PM LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 March 2022

2.Accounting policies (continued)

 
2.5

Business combinations

The financial statements include the results of businesses acquired during the year via a trade and asset purchase and the results of subsidiaries acquired where the trade and assets have been transferred to the Company (“hived-up”) on or shortly after acquisition.  On acquisition intangible assets and goodwill are recognised in accordance with the accounting policies set out in note 2.11.  The results of businesses acquired and “hived-up” on acquisition are included in the results of the Company from the date on which control was obtained. 

 
2.6

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. 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.

 
2.7

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

 
2.8

Current and deferred taxation

Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the Balance Sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the Balance Sheet date. Timing differences are differences between the Company’s taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.
Page 15

 
HML PM LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 March 2022

2.Accounting policies (continued)


2.8
Current and deferred taxation (continued)


Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
When the amount that can be deducted for tax for an asset (other than goodwill) that is recognised in a business combination is less (more) than the value at which it is recognised, a deferred tax liability (asset) is recognised for the additional tax that will be paid (avoided) in respect of that difference. Similarly, a deferred tax asset (liability) is recognised for the additional tax that will be avoided (paid) because of a difference between the value at which a liability is recognised and the amount that will be assessed for tax. The amount attributed to goodwill is adjusted by the amount of deferred tax recognised.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date that are expected to apply to the reversal of the timing difference.
Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the amounts and the Company intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

 
2.9

Client monies

The management of client monies is part of the Company’s residential management activities.  This money belongs to clients, but the Company has operational control over the monies in order to perform its management services.  As with many property services companies, these monies are not recognised on the Balance Sheet.


 
2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 16

 
HML PM LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 March 2022

2.Accounting policies (continued)

 
2.11

Intangible assets

Goodwill
Goodwill arising on the acquisition of subsidiary undertakings and businesses, representing any excess of the fair value of the consideration given over the fair value of the identifiable assets and liabilities acquired, is capitalised and written off on a straight-line basis over its useful economic life, which is 20 years. Provision is made for any impairment.

Other
Intangible assets acquired separately are measured on initial recognition at cost.  An intangible asset acquired as part of a business combination is recognised separately from goodwill if the asset is separable or arises from contractual or other legal rights and its fair value can be measured reliably.  Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses.  Internally generated intangible assets, excluding capitalised development costs, are not capitalised and expenditure is reflected in profit or loss in the year in which the expenditure is incurred.
Intangible assets are amortised over their useful life and assessed for impairment whenever there is an indication of impairment.  The amortisation period and the amortisation method for intangible assets are reviewed at least at each financial year end.  The amortisation expense on intangible assets is recognised in the Statement of Income and Retained Earnings in the expense category consistent with the function of the intangible asset. 
Amortisation is provided on a straight-line basis on intangible assets as follows:
Customer Relationships:                 20 years.

 
2.12

Tangible fixed assets

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:

Long-term leasehold property
-
4 years or over the life of the lease
Plant and machinery
-
4 years

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.

Page 17

 
HML PM LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 March 2022

2.Accounting policies (continued)

 
2.13

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each reporting date.  If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Income and Retained Earnings, as described below.
Non-financial assets
At each Balance Sheet date, the Company reviews the carrying amounts of its property, plant and equipment 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 the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. 
If the recoverable amount of a non-financial 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 as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (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 (cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately, 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.

Financial assets
Financial assets that are measured at cost or amortised cost are assessed at the end of each reporting period for objective evidence of impairment.  The impairment loss is measured as the difference between a financial asset’s carrying amount and the present value of the estimated future cash flows, discounted at the asset’s original effective interest rate.  
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset’s carrying amount and the Board’s best estimate of its value, with the latter being an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.

 
2.14

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of an instrument.
Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price unless the arrangement constitutes a financing transaction in which case they are measured at the present value of future payments, discounted at a market rate of interest for a similar debt instrument. Debtors and creditors due after more than one year are subsequently measured at amortised cost using the effective interest rate method. Financial assets and liabilities due within one year are measured at their undiscounted carrying value. A provision is established when there is objective evidence that the Company will not be able to collect all amounts due.
Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand
Page 18

 
HML PM LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 March 2022

2.Accounting policies (continued)


2.14
Financial instruments (continued)

and at bank, short-term bank deposits with an original maturity of three months or less and bank overdrafts which are an integral part of the Company’s cash management.
Financial assets are de-recognised when:
  • the contractual rights to the cash flows from the financial asset expire or are settled; or
  • the Company transfers to another party substantially all of the risks and rewards of        ownership of the financial asset; or
  • the Company, despite having retained some but not all significant risks and rewards of       ownership, has transferred control of the asset to another party.
Financial liabilities are de-recognised only when the obligation specified in the contract is discharged, cancelled or expires.
Financial assets and liabilities are only off set and the net amount reported in the Balance Sheet when there is an 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.

 
2.15

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements in conformity with FRS 102 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. 
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. 
Judgements
In the course of preparing the Company financial statements the only judgements that may have a significant effect are those involving estimates as explained below.
 
Page 19

 
HML PM LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 March 2022

3.Judgments in applying accounting policies (continued)


Estimates
Impairment of investments, goodwill and other intangible assets
Determining whether goodwill and other intangible assets are impaired requires an estimation of the value in use of the cash generating units (CGU) to which goodwill and intangible assets have been allocated. The value in use calculation requires an estimation of future cash flows expected to arise from the CGU and a suitable discount rate in order to calculate the present value.  
Details of the carrying value of investments, goodwill and other intangible assets are set out in notes 10 and 12.
Valuation and useful lives of intangible assets
In order to determine the value of the separately identifiable intangible assets on the acquisition of a business combination, management are required to make estimates of incremental profits when applying the Company’s valuation methodologies. Estimate and judgement is also required in determining the appropriate amortisation period.  
Details of the carrying value of goodwill and other intangible assets are set out in note 10.
Contingent and deferred consideration
Contingent and deferred consideration relating to acquisitions has been included based on management’s estimate of the fair value of the consideration due. 
Remediation provision
Contained within accruals is a provision relating to potential financial issues within the service charge accounting section of acquisitions. The accrual is based on management estimate after a detailed year-end review.


4.


Turnover

Revenue, all of which arises from continuing activities, represents fees receivable from property management and related services. All revenue arises in the UK and is stated net of VAT.


5.


Other operating income

2022
2021

Intra group dividends
-
2,119,869

Government grants receivable
12,348
162,992

12,348
2,282,861


Government grants receivable relate to government grants received under the Coronavirus Job Retention Scheme as part of a UK government initiative to provide immediate financial support as a result of the Covid-19 pandemic to reimburse the Company for 80% of the wages of certain employees who were placed on a temporary period of absence but were kept on the payroll. There are no future related costs in respect of these grants which were received solely as compensation for costs incurred in the year.

Page 20

 
HML PM LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 March 2022

6.


Operating profit

The operating profit is stated after charging:

2022
2021

Amortisation
847,000
838,000

Depreciation
287,992
619,805

Other operating lease rentals
781,078
834,569

Impairment of investment
-
1,108,295

Auditor’s remuneration is borne by the parent Company. The audit fee attributable to the statutory audit for this Company is £28,270 (2021: £19,000). 


7.


Employees

Staff costs, including directors' remuneration, were as follows:


2022
2021

Wages and salaries
11,567,523
11,157,885

Social security costs
1,190,961
1,138,836

Cost of defined contribution scheme
314,743
293,689

13,073,227
12,590,410


The average monthly number of employees, excluding the directors, during the year was as follows:


        2022
        2021
            No.
            No.







Management
1
1



Property management
260
258



Administrative and accounts
111
109

372
368

Page 21

 
HML PM LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 March 2022

8.


Directors' remuneration

2022
2021

Directors' emoluments
166,495
344,091

Company contributions to defined contribution pension schemes
4,892
10,149

171,387
354,240


During the year retirement benefits were accruing to 2 directors (2021 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £89,152 (2021 - £175,640).


9.


Taxation


2022
2021

Corporation tax


Adjustments in respect of previous periods
-
(10,036)


Group taxation relief
641,236
(496,534)


Total current tax
641,236
(506,570)

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2021 - lower than) the standard rate of corporation tax in the UK of 19% (2021 - 19%). The differences are explained below:

2022
2021


Profit on ordinary activities before tax
257,288
343,093


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)
48,885
65,188

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
128,700
(159,529)

Utilisation of tax losses
(55,751)
-

Under accrual of previous year's tax liability
-
(10,036)

Purchase/ (Sale) of losses to fellow subsidiary
641,236
(496,534)

Group relief
(121,834)
94,341

Total tax charge for the year
641,236
(506,570)

Page 22

 
HML PM LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 March 2022

10.


Intangible assets




Goodwill
Client contracts
Total



Cost


At 1 April 2021
13,275,719
4,348,860
17,624,579


Transfers
781,173
855,844
1,637,017



At 31 March 2022

14,056,892
5,204,704
19,261,596



Amortisation


At 1 April 2021
6,215,307
841,189
7,056,496


Charge for the year on owned assets
616,608
230,392
847,000



At 31 March 2022

6,831,915
1,071,581
7,903,496



Net book value



At 31 March 2022
7,224,977
4,133,123
11,358,100



At 31 March 2021
7,060,412
3,507,671
10,568,083

On 1 April 2021, the Company purchased 100% of the share capital of SDL Estate Management Limited, a property management business based in Birmingham. The acquisition gave the Company an entry into the leasehold franchise sector in Birmingham. 
 
On 1 November 2021, the trade and assets of SDL Estate Management Limited were transferred to the Company.
The estimated fair value of net assets transferred is set out below:

Page 23

 
HML PM LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 March 2022





£

Consideration

352,269

Other costs

65,500

Less:
Trade and other receivables

(591,666)

Cash at bank

(216,577)

Tangible fixed assets

(22,000)

Trade and other payables

2,049,491

Goodwill

1,637,017


The residual difference between the total consideration paid and the net value of the recognised assets acquired has been capitalised as goodwill. The goodwill recognised on the acquisition is mainly attributable to the skills and knowledge within the business.






£

Satisfied by:
Cash on completion

(75,069)

Contingent consideration

427,338


352,269


Net cash flow arising on the acquisition was £201,192 which represents the consideration and stamp duty paid, less cash at bank acquired.

The contingent consideration of £427,338 is due within two years. The contingent consideration is made up of a payment that is adjustable depending on the retention of clients and the arrival of contracted new clients. The range of potential payments of contingent consideration could vary from £0 to £427,338, however the more likely outcome would be to pay £427,338. 

The business contributed £1,814,977 to the Group’s revenue and increased the Group’s profit by £42,311, from the date of the acquisition to the year-end date.

The revenue and financial performance of the Group, assuming the acquisition above had occurred at the start of the year, has not been presented as the acquisitions only represent 5% of Group revenue and consequently do not warrant this extra disclosure.

Page 24

 
HML PM LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 March 2022

11.


Tangible fixed assets





Long-term leasehold property
Plant and machinery
Total



Cost or valuation


At 1 April 2021
594,829
2,594,068
3,188,897


Additions
27,600
360,712
388,312


Disposals
-
(1,868,122)
(1,868,122)



At 31 March 2022

622,429
1,086,658
1,709,087



Depreciation


At 1 April 2021
500,723
2,285,241
2,785,964


Charge for the year on owned assets
87,563
200,429
287,992


Disposals
-
(1,868,122)
(1,868,122)



At 31 March 2022

588,286
617,548
1,205,834



Net book value



At 31 March 2022
34,143
469,110
503,253



At 31 March 2021
94,106
308,827
402,933

Page 25

 
HML PM LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 March 2022

12.


Fixed asset investments





Investments in subsidiary companies



Cost or valuation


At 1 April 2021
2,028,164



At 31 March 2022

2,028,164



Impairment


At 1 April 2021
1,108,295



At 31 March 2022

1,108,295



Net book value



At 31 March 2022
919,869



At 31 March 2021
919,869

On 1 April 2021, the Company purchased 100% of the share capital of SDL Estate Management Limited, a property management business based in Birmingham.    
On 1 November 2021, the trade and assets of SDL Estate Management Limited were transferred into the Company and thereafter SDL Estate Management Limited became dormant.              
The company directly holds more than 20% of the equity of the following undertakings:


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Principal activity

Class of shares

Holding

Dauntons Soar Management Limited
Property management
Ordinary
100%
Leasehold Management Limited
Dormant
Ordinary
100%
SDL Estate Management Limited
Dormant
Ordinary
100%

All the companies set out above are incorporated in England & Wales.  The registered office of the above companies is 9-11 The Quadrant, Richmond, Surrey, TW9 1BP.

Page 26

 
HML PM LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 March 2022
Subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 March 2022 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)

Dauntons Soar Management Limited
484,173
(261)

Leasehold Management Limited
1,000
-

SDL Estate Management Limited
(1,228,206)
(8,695)


13.


Debtors

2022
2021


Trade debtors
584,762
341,479

Amounts owed by group undertakings
298,043
651,112

Other debtors
126,682
96,003

Prepayments and accrued income
1,425,399
1,224,211

2,434,886
2,312,805



14.


Cash and cash equivalents

2022
2021

Cash at bank and in hand
1,758,571
2,195,556

1,758,571
2,195,556



15.


Creditors: Amounts falling due within one year

2022
2021

Trade creditors
1,163,392
1,204,209

Amounts owed to group undertakings
8,402,232
7,306,222

Other taxation and social security
871,978
1,692,401

Other creditors
225,194
276,181

Accruals and deferred income
2,471,386
1,695,785

13,134,182
12,174,798


Page 27

 
HML PM LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 March 2022

16.


Deferred taxation




2022
2021





At beginning of year
32,735
32,735



At end of year
32,735
32,735

The provision for deferred taxation is made up as follows:

2022
2021


Accelerated capital allowances
32,735
32,735

32,735
32,735


17.


Share capital

2022
2021
Allotted, called up and fully paid



1,000,000 (2021 - 1,000,000) Ordinary shares shares of £1.00 each
1,000,000
1,000,000



18.


Reserves

Retained earnings

Retained earnings represents cumulative profits and losses, after payment of dividends.


19.


Commitments under operating leases

At 31 March 2022 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2022
2021


Not later than 1 year
877,074
862,443

Later than 1 year and not later than 5 years
2,607,928
2,252,554

Later than 5 years
275,101
566,515

3,760,103
3,681,512

Page 28

 
HML PM LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 March 2022

20.Other financial commitments

The Company has entered into a bank cross guarantee with its fellow group Companies. The assets of the Company are pledged as security for the bank borrowings by way of fixed and floating charge. 


21.


Related party transactions

During the year, the Company paid £7,410 (2021: £72,116) to JAC and Partners Limited, a former director’s service company.  At the year-end, £nil was outstanding (2021: £nil).
 
The Company has taken advantage of the exemption provided under FRS 102 Section 33.1A of FRS 102 and has not disclosed transactions or balances with members of the group which are wholly owned by the ultimate parent company whose financial statements are consolidated and publicly available.


22.


Controlling party

The immediate parent undertaking is Vegner Group Limited a Company incorporated in the United Kingdom and registered in England and Wales. Vegner Group Limited Limited owns 100% of the share capital of the Company and provides central management services to the Company. The ultimate parent undertaking is Vegner Holdings Limited a Company incorporated in the United Kingdom and registered in England and Wales.
These accounts have been consolidated in the group accounts of Vegner Holdings Limited, which can be obtained from Companies House, Crown Way, Cardiff.  
The ultimate controlling party is North Atlantic Value GP 5 LLP.

Page 29