Hanover Communications International Ltd - Limited company accounts 23.1

REGISTERED NUMBER: 03559699 (England and Wales)

Hanover Communications International

Limited

Strategic Report, Directors' Report and

Financial Statements

for the Year Ended 31 December 2022

Page

Company Information

1

Strategic Report

2

Directors' Report

4

Independent Auditors' Report

5

Statement of Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

Directors:

T C Lewington

J-P Vasseur

Registered office:

5th & 6th Floor

Riverside House

2A Southwark Bridge Road

London

SE1 9HA

Registered number:

03559699 (England and Wales)

Auditors:

Haines Watts

Chartered Accountants and Statutory Auditor

New Derwent House

69-73 Theobalds Road

London

WC1X 8TA

The directors present their strategic report for the year ended 31 December 2022.

General information

Hanover Communications International Limited is a private company, incorporated in England and Wales.

Principal activity

From its offices in London, Hanover Communications International Limited ("Hanover") provides corporate

communications and public affairs advice to the global healthcare, technology, telecoms, media, energy, financial services, sport and food and beverage sectors.

Hanover is part of the Hanover Group of companies that includes The Playbook, a consumer agency specialising in sport and technology, We Are Multiple, a branding a culture change consultancy working with fast growth technology and offices in Brussels, Dublin and Dubai and Abu Dhabi.

Review of business

On an accumulated level, Hanover's fee income grew by 5% in 2022 (13% 2021) across its corporate, public affairs and digital divisions. As in previous years, >60% of net new income has come from existing clients as management broadened its range of service offerings. In London, the company continued to acquire major new clients in the technology, financial services and food and beverage sectors. Its healthcare division grew 8% (5% 2021) on the back of demand for its senior advisory service. Revenues are also being driven by an increasing flow of clients passed to the London team from Group offices in the remainder of EMEA. Adjusted EBITA was £4.7m (2021: £3.7m). EBITA as a percentage of revenue continues to sit in the top 15% of the corporate PR sector. Within the PR Week industry league tables, Hanover is now 28th on the Top 150 UK companies.

Long term contracts

Hanover continues to grow long term relationships with its clients, over half of the top 20 have been a client for at least 5 years. In 2022, the top 10 clients accounted for 27% of fee income (36% in 2021) as Hanover acquired a broader range of customers paying fees in the top quartile of our spread.

Investment in the business

In 2022, Hanover continued to invest in its corporate team, strategy and insights and digital and healthcare.

Balance sheet and cash flow

Hanover maintained a strong balance sheet and cashflow generation. In returning value to shareholders total reserves have reduced to £4.2m (2021 £4.6m). Cash at the year-end stood at £0.9m (2021 - £2m).

Principal risks and uncertainties

The company and its management are faced with the following principal risks and uncertainties:

Recruiting and retaining staff of the appropriate experience and calibre - Our business' success depends on us being able to recruit and retain the best talent with the highest level of skills and experience. It remains challenging to recruit such staff on a permanent basis with many choosing to work as freelancers. We are developing initiatives to reduce the effect this has on the business.

The global market for marketing projects - we constantly evaluate the pipeline for new projects to create a diverse

portfolio of clients with wide geographical spread to reduce the risk of dependencies on any one geographic market.

Support from our global network will help us to manage any potential risks.

Competition within the sector both in the UK and internationally. Competition within the UK industry remains strong, but we believe the overall UK market for corporate and public affairs continues to grow. We manage this by building close working relationships with clients by delivering work of exceptional quality. We become a trusted long-term partner.

We are neutral-to-pessimistic about the economic outlook for 2023 but are hopeful that any slowdown in the UK and Europe is compensated by strong revenue growth in the GCC countries.

Future developments

In 2022, Hanover continued to further invest in talent and technology. Under this ownership, Hanover has an increased North American presence enabling it to offer more services to its current client base, whilst also providing new services to other clients within the group.

Key performance indicators

The key indicators which the company uses to monitor performance are highlighted below.

2022

2021

Client satisfaction (NPS)

8/10

9/10

Gross profit (£'000)

17,120

15,217

Adjusted EBITA as a % of gross profit

27%

24%

Adjusted EBITA

£4,700

£3,670

*Earnings before interest, taxation and amortisation (EBITA) is a measure of earnings and cash generative capacity.

Adjusted EBITA, which excludes non-recurring and one-off items, is a non-GAAP financial measure which further facilitates an understanding of underlying earnings and cash generative capacity. In evaluating normalised operating profit of the business the directors consider EBITA as a measure of earnings and cash generative capacity.

Signed for and on behalf of the board:

J-P Vasseur - Director

21 April 2023

The directors present their report with the financial statements of the company for the year ended 31 December 2022.

Dividends

The total distribution of dividends for the year ended 31 December 2022 will be £5,054,532.

Directors

The directors shown below have held office during the whole of the period from 1 January 2022 to the date of this report.

T C Lewington

J-P Vasseur

Statement of directors' responsibilities

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 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;

-	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.

Statement as to disclosure of information to auditors

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Signed for and on behalf of the board:

J-P Vasseur - Director

21 April 2023

Opinion

We have audited the financial statements of Hanover Communications International Limited (the 'company') for the year ended 31 December 2022 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 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 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Directors' Report, but does not include the financial statements and our Auditors' Report thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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 the 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.

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 or the Directors' Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities, 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 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.

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 gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We discussed with the Directors the policies and procedures in place regarding compliance with laws and regulations. We discussed amongst the audit team the identified laws and regulations, and remained alert to any indications of non-compliance.

During the audit we focussed on laws and regulations which could reasonably be expected to give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management.

Our procedures in relation to fraud included but were not limited to: inquires of management whether they have any knowledge of any actual, suspected or alleged fraud, and discussions amongst the audit team regarding risk of fraud such as opportunities for fraudulent manipulation of financial statements. We determined that the principal risks related to posting manual journal entries to manipulate financial performance and management bias through judgements in accounting estimates. We also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

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 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.

Jonathan Moughton (Senior Statutory Auditor)

for and on behalf of Haines Watts

Chartered Accountants and Statutory Auditor

New Derwent House

69-73 Theobalds Road

London

WC1X 8TA

27 April 2023

Turnover

3

18,661,450

16,976,640

Cost of sales

(1,541,856

)

(1,760,128

)

Gross profit

17,119,594

15,216,512

Administrative expenses

(13,085,088

)

(12,071,627

)

4,034,506

3,144,885

Other operating income

615,296

525,044

Operating profit

4,649,802

3,669,929

Income from shares in group undertakings

-

1,078,946

Profit before taxation

6

4,649,802

4,748,875

Tax on profit

7

(897,729

)

(754,772

)

Profit for the financial year

3,752,073

3,994,103

Other comprehensive income

-

-

Total comprehensive income for the year

3,752,073

3,994,103

Fixed assets

Tangible assets

9

37,581

26,786

Investments

10

63,429

63,429

101,010

90,215

Current assets

Debtors

11

11,229,228

9,832,854

Cash at bank and in hand

893,646

1,992,593

12,122,874

11,825,447

Creditors

Amounts falling due within one year

12

8,711,415

7,062,866

Net current assets

3,411,459

4,762,581

Total assets less current liabilities

3,512,469

4,852,796

Provisions for liabilities

13

212,546

250,414

Net assets

3,299,923

4,602,382

Capital and reserves

Called up share capital

14

100

100

Share premium

15

49,950

49,950

Retained earnings

15

3,249,873

4,552,332

Shareholders' funds

3,299,923

4,602,382

The financial statements were approved by the Board of Directors and authorised for issue on 21 April 2023 and were signed on its behalf by:

J-P Vasseur - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2021

100

6,558,229

49,950

6,608,279

Changes in equity

Dividends

-

(6,000,000

)

-

(6,000,000

)

Total comprehensive income

-

3,994,103

-

3,994,103

Balance at 31 December 2021

100

4,552,332

49,950

4,602,382

Changes in equity

Dividends

-

(5,054,532

)

-

(5,054,532

)

Total comprehensive income

-

3,752,073

-

3,752,073

Balance at 31 December 2022

100

3,249,873

49,950

3,299,923

1.	Statutory information

Hanover Communications International Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	Accounting policies

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

The directors have examined the possible effects on their business by undertaking forecasts and scenarios planning.

The company and wider group has a mixture of income streams with a combination of contractual and project based agreements. During a period of significant turbulence as a result of the war in Ukraine and high inflation, the company continued to remain profitable and it is anticipated this will continue.

If necessary, the company and wider group can reduce costs in line with sales and access external credit facilities that are yet to be fully utilised. For these reasons the directors believe there are sufficient funds available within the company and through group support for the business to operate as a going concern.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Preparation of consolidated financial statements

The financial statements contain information about Hanover Communications International Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Hanover Communications International (Holding) Limited, Riverside House, 2a Southwark Bridge Road, London, England, SE1 9HA..

Significant judgements and estimates

In preparing these financial statements, the directors have made the following judgements:

-

Determining the amount of revenue to recognise in respect of project work ongoing at the year-end. Factors taken into account in assessing the amount of revenue to recognise include project activity phases and hours worked.

-

Determining whether there are indicators of impairment of the company's tangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future performance of the asset.

-

Determining whether debtors are recoverable and applying an appropriate provision against these balances. Factors taken into consideration in creating a provision include the ageing of the debtor and the likelihood of its receipt.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover represents amounts invoiced to clients, exclusive of Value Added Tax, in respect of charges for fees and rechargeable expenses.

Revenue recognition policy

Income is spread over the term of the contract in order to reflect the level of performance achieved at any point in time. Revenue is recognised on the following basis:

- Retainer and other non-retainer fees are recognised on a straight line basis over the life of the contract.

- Project fees are recognised as earned in accordance with the contractual terms.

- Expenses are recharged to clients at cost plus an agreed mark up when they are incurred.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

All fixed assets are initially recorded at cost. Depreciation is provided on a straight-line basis over the following periods:

Fixtures and fittings

Between 3 and 10 years

Leasehold improvements

Over the life of the lease

Computer equipment

3 years

Investments in subsidiaries

Fixed asset investments are stated at cost less a provision for diminution in value. Investments are reviewed for impairment after the first year of trading and thereafter upon indication of impairment.

Financial instruments

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other debtors and creditors, are initially measured at present value of the future net cash flows and subsequently at amortised cost using the straight-line method. Debt instruments that are payable or receivable within one year, typically trade debtors or creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received, which is deemed to be the fair value.

Financial assets measured at cost and amortised cost, are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, impairment loss is recognised in the income statement.

Financial assets and liabilities are offset and the net amount reporting in the statement of financial position 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.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Leasing commitments

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged against profits on a straight-line basis over the period of the lease.

Pension costs and other post-retirement benefits

When the company contributes to the personal pension schemes selected by employees, the annual contributions payable are charged to the income statement.

Dividends

Equity dividends are recognized when they become legally payable.

3.

Turnover

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2022

2021

£

£

United Kingdom

13,213,470

14,905,447

Europe

3,279,698

623,175

Other

2,168,282

1,448,018

18,661,450

16,976,640

4.	Employees and directors

2022

2021

£

£

Wages and salaries

7,677,364

6,534,091

Social security costs

734,784

756,309

Other pension costs

509,315

338,861

8,921,463

7,629,261

The average number of employees during the year was as follows:

2022

2021

Consultancy staff

116

112

Administration

21

8

137

120

5.	Directors' emoluments

2022

2021

£

£

Directors' remuneration

192,500

192,500

6.	Profit before taxation

The profit is stated after charging/(crediting):

2022

2021

£

£

Hire of plant and machinery

28,810

28,737

Rental operating lease

1,182,317

975,148

Depreciation - owned assets

10,528

155,270

Loss on disposal of fixed assets

-

94,147

Auditors' remuneration

53,538

71,250

Foreign exchange differences

(219,578

)

23,266

7.

Taxation

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2022

2021

£

£

Current tax:

UK corporation tax

892,431

754,772

Prior year tax adjustment

5,298

-

Tax on profit

897,729

754,772

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2022

2021

£

£

Profit before tax

4,649,802

4,748,875

Profit multiplied by the standard rate of corporation tax in the UK of 19% (2021 - 19%)

883,462

902,286

Effects of:

Expenses not deductible for tax purposes

3,121

26,057

Capital allowances in excess of depreciation

(6,537

)

-

Depreciation in excess of capital allowances

-

23,063

Adjustments to tax charge in respect of previous periods

5,297

-

Non-trading loan relationships

14,067

9,435

Other adjustments

(1,681

)

(206,069

)

Total tax charge

897,729

754,772

8.

Dividends

2022

2021

£

£

A Ordinary shares of £1 each

Interim

5,054,532

6,000,000

9.	Tangible fixed assets

Fixtures

Improvements

and

Computer

to property

fittings

equipment

Totals

£

£

£

£

Cost

At 1 January 2022

388,285

303,021

459,633

1,150,939

Additions

-

4,118

17,205

21,323

Disposals

(388,285

)

-

-

(388,285

)

At 31 December 2022

-

307,139

476,838

783,977

Depreciation

At 1 January 2022

388,285

296,200

439,668

1,124,153

Charge for year

-

308

10,220

10,528

Eliminated on disposal

(388,285

)

-

-

(388,285

)

At 31 December 2022

-

296,508

449,888

746,396

Net book value

At 31 December 2022

-

10,631

26,950

37,581

At 31 December 2021

-

6,821

19,965

26,786

10.	Fixed asset investments

Shares in

group

undertakings

£

Cost

At 1 January 2022

and 31 December 2022

63,429

Net book value

At 31 December 2022

63,429

At 31 December 2021

63,429

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Hanover Communications International SA

Registered office: Square de Meeus 35, 1000 Brussels, Belgium

Nature of business: Corporate Communications and Public Affairs

%

Class of shares:

holding

Ordinary

84.50

11.

Debtors: amounts falling due within one year

2022

2021

£

£

Trade debtors

6,305,216

4,980,512

Amounts owed by group undertakings

4,376,664

4,321,580

Other debtors

93,104

25,061

Prepayments and accrued income

454,244

505,701

11,229,228

9,832,854

12.

Creditors: amounts falling due within one year

2022

2021

£

£

Trade creditors

336,364

358,204

Amounts owed to group undertakings

4,465,488

2,198,419

Tax

97,499

754,772

Social security and other taxes

252,684

248,511

VAT

520,230

575,700

Other creditors

73,393

70,569

Accruals and deferred income

2,965,757

2,856,691

8,711,415

7,062,866

13.	Provisions for liabilities

2022

2021

£

£

Other provisions

212,546

250,414

Other provisions of £213k is in relation to an employee benefit trust that has been incorporated for an employee bonus scheme. This balance represents the total consideration expected to be payable.

14.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

2022

2021

value:

£

£

50

A Ordinary

£1

50

50

50

B Ordinary

£1

50

50

100

100

15.

Reserves

Retained

Share

earnings

premium

Totals

£

£

£

At 1 January 2022

4,552,332

49,950

4,602,282

Profit for the year

3,752,073

3,752,073

Dividends

(5,054,532

)

(5,054,532

)

At 31 December 2022

3,249,873

49,950

3,299,823

16.	Ultimate parent company

Hanover Communications International (Holding) Limited is the immediate parent company. The registered office is Riverside House, 2a Southwark Bridge Road, London, England, SE1 9HA.

Avenir Global Inc. is the ultimate parent company. The registered office address is 1155, Metcalfe St, Montreal, QC H3B 0C1.

17.	Secured bank loan

Madano Partnership Limited, a parent company, has a loan with Bank of Montreal that contains a floating charge across group companies and includes this company.