ACCOUNTS - Final Accounts


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Registered number: 04623246









ETHOS GROUP HOLDINGS LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2023

 
ETHOS GROUP HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
M Norris 
P Roberts 




Company secretary
M Norris



Registered number
04623246



Registered office
72 Leadenhall Market
London

EC3V 1LT




Independent auditor
Barnes Roffe LLP
Chartered Accountants 
Statutory Auditors

Leytonstone House

Leytonstone

London

E11 1GA





 
ETHOS GROUP HOLDINGS LIMITED
 

CONTENTS



Page
Group strategic report
 
1 - 2
Directors' report
 
3 - 4
Independent auditor's report
 
5 - 8
Consolidated statement of comprehensive income
 
9
Consolidated balance sheet
 
10 - 11
Company balance sheet
 
12 - 13
Consolidated statement of changes in equity
 
14 - 16
Company statement of changes in equity
 
17
Consolidated statement of cash flows
 
18 - 19
Consolidated analysis of net debt
 
20
Notes to the financial statements
 
21 - 51


 
ETHOS GROUP HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2023

Introduction
 
The Group is one of the largest independent and privately owned specialist providers of managed print, document, integrated solutions, and IT services in the UK. 
Headquartered in the City of London with five regional offices in England & Wales and operates across 40 countries, partnering with leading document and software solution providers. 

Business review
 
The results for Ethos Group Holdings Limited and its subsidiaries are set out on page 9.
The years results of £28.2m turnover, £12.9m gross profit and £3.2m EBITDA are at a similar level to prior year figures. 
Ethos Group will continue to innovate and transform into an IT centric organisation with managed print services at its core. Digitalisation, software, and IT services represent not only an extension of the Group's core activities but meets the growing needs of a lot of organisations to not only centralise information and make it available to a disparate work force, but to improve business and process efficiencies. Ethos is supporting their existing and prospective clients to develop and execute their digital transformation strategies and providing a clear path forward for those businesses who recognise the need for change.

Principal risks and uncertainties
 
Financial risk management objectives and policies
The directors are aware of the risks associated with a growing business and have implemented business process and management review policies to ensure that there is full visibility and managerial responsibility for the effect of gross margin and overheads on the business. 
Liquidity risk
Management closely monitors available bank and other credit facilities in comparison to the Group's outstanding commitments on a regular basis to ensure that the Group has sufficient funds to meet its obligations as they fall due. 
The Board receives regular debt management and cash forecasts which estimate the cash inflows and outflows over the next eighteen months, so that management can ensure that sufficient financing can be arranged as it is required. In addition, management monitors cash outflows on interest payments closely to ensure that the Group minimises its exposure to fluctuating interest rates.
Credit risk
Trade debtors are managed in respect of credit risk by policies relating to the credit offered to customers and the regular monitoring of amounts owed. 

Page 1

 
ETHOS GROUP HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023

Financial key performance indicators
 
The directors review and monitor all aspects of the business but consider that turnover, gross profit, EBITDA and EBITDA margins are the key performance indicators for the business. There are a number of operational KPIs that support these main ones particularly around service and performance.
The table below summarises the key performance indicators: 
                                     2023                2022
Turnover (£'000s)       28,173            30,582
Gross profit (£'000s)   12,905            14,700 
Gross profit margin      45.8%             48.1%
EBITDA (£'000s)          3,166              3,740
EBITDA margin           11.2%             12.2%
The directors are happy that the Group continue to achieve healthy margins and are confident that it will at least continue to maintain these margins. 


This report was approved by the board on 30 May 2024 and signed on its behalf.



P Roberts
Director

Page 2

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MAY 2023

The directors present their report and the financial statements for the year ended 31 May 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The principal activity of Ethos Group Holdings Limited continued to be that of a holding Company and provision of services to group companies.  

Results and dividends

The loss for the year, after taxation, amounted to £1,115,362 (2022 - profit £316,552).

Final dividend payment was made of £Nil (2022 - £686,240).

Directors

The directors who served during the year were:

B Matthews (resigned 1 September 2023)
S E Yavuz (resigned 30 April 2024)
J Sapiro (resigned 30 April 2024)
M Norris (appointed 23 March 2023)
C Norris (resigned 23 March 2023)

On 1 May 2024, P Roberts was appointed as a director.

Page 3

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023

Future developments

The Group plans to continue to grow across all business activities, capitalising on opportunities as deemed appropriate. 

Research and development activities

The Group carries out certain research and development activities in the normal course of its business. 

Engagement with employees

The Group keeps employees informed of matters affecting them as employees and the financial and economic factors affecting the performance of the Group by the method of ad-hoc internal communications. 

Disclosure of information to auditor

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 and the Group's auditor is 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 and the Group's auditor is aware of that information.

Post balance sheet events

The directors are not aware of any post balance sheet events. 

This report was approved by the board on 30 May 2024 and signed on its behalf.
 





P Roberts
Director

Page 4

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ETHOS GROUP HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Ethos Group Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 May 2023, which comprise the Consolidated statement of comprehensive income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 May 2023 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 Group's or the parent 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 5

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ETHOS GROUP HOLDINGS LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


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 Group 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 Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.


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


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Page 6

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ETHOS GROUP HOLDINGS LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Auditor's responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group 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:

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the relevant sector, including Companies Act 2006;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
laws and regulations identified were communicated with the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the Company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

reviewed the financial statement disclosures and tested to supporting documentation to assess compliance with provisions of relevant laws and regulations;
performed analytical procedures and tested journal entries to identify any unusual or unexpected relationships or transactions.

 
Page 7

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ETHOS GROUP HOLDINGS LIMITED (CONTINUED)


There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial statements, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.  


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 Auditor's report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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 Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Gary Leonard (Senior statutory auditor)
for and on behalf of
Barnes Roffe LLP
Chartered Accountants
Statutory Auditors
Leytonstone House
Leytonstone
London
E11 1GA

30 May 2024
Page 8

 
ETHOS GROUP HOLDINGS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2023

2023
2022
Note
£
£

  

Turnover
 4 
28,173,376
30,582,119

Cost of sales
  
(15,267,900)
(15,882,107)

Gross profit
  
12,905,476
14,700,012

Distribution costs
  
(334,328)
(348,072)

Administrative expenses
  
(11,987,057)
(14,038,880)

Exceptional administrative expenses
  
(248,666)
(2,296,324)

Other operating income
 5 
32,000
889,526

Operating profit/(loss)
 6 
367,425
(1,093,738)

Profit on disposal of Investments
  
-
1,197,619

Interest receivable and similar income
 11 
1,100
17,851

Interest payable and similar expenses
 12 
(1,078,686)
(1,035,468)

Loss before taxation
  
(710,161)
(913,736)

Tax on loss
 13 
(405,201)
933,305

(Loss)/profit for the financial year
  
(1,115,362)
19,569

  

EBITDA
  
3,165,582
3,739,902

Reorganisation and restructuring costs
  
(248,666)
(2,296,324)

Depreciation and amortisation
  
(2,549,491)
(2,537,316)

Interest receivable
  
1,100
17,851

Interest payable
  
(1,078,686)
(1,035,468)

Profit on disposal of investments
  
-
1,197,619

Loss before taxation
  
(710,161)
(913,736)

(Loss)/profit for the year attributable to:
  

Non-controlling interests
  
-
(296,983)

Owners of the parent Company
  
(1,115,362)
316,552

  
(1,115,362)
19,569

The notes on pages 21 to 51 form part of these financial statements.

Page 9

 
ETHOS GROUP HOLDINGS LIMITED
REGISTERED NUMBER: 04623246

CONSOLIDATED BALANCE SHEET
AS AT 31 MAY 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 17 
14,131,831
15,655,010

Tangible assets
 18 
232,680
307,170

  
14,364,511
15,962,180

Current assets
  

Stocks
 20 
2,184,641
2,308,665

Debtors: amounts falling due within one year
 21 
6,680,221
7,057,723

Cash at bank and in hand
 22 
1,223,500
4,543,527

  
10,088,362
13,909,915

Creditors: amounts falling due within one year
 23 
(11,578,810)
(16,596,452)

Net current liabilities
  
 
 
(1,490,448)
 
 
(2,686,537)

Total assets less current liabilities
  
12,874,063
13,275,643

Creditors: amounts falling due after more than one year
 24 
(11,079,628)
(10,820,497)

Provisions for liabilities
  

Other provisions
 28 
(504,000)
(51,089)

  
 
 
(504,000)
 
 
(51,089)

Net assets
  
1,290,435
2,404,057


Capital and reserves
  

Called up share capital 
 29 
15,655
13,915

Share premium account
 30 
505,642
505,642

Capital redemption reserve
 30 
163
163

Other reserves
 30 
68,000
68,000

Merger reserve
 30 
19,375
19,375

Profit and loss account
 30 
681,600
1,796,962

Equity attributable to owners of the parent Company
  
1,290,435
2,404,057


Page 10

 
ETHOS GROUP HOLDINGS LIMITED
REGISTERED NUMBER: 04623246
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 MAY 2023

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 May 2024.





P Roberts
Director

The notes on pages 21 to 51 form part of these financial statements.

Page 11

 
ETHOS GROUP HOLDINGS LIMITED
REGISTERED NUMBER: 04623246

COMPANY BALANCE SHEET
AS AT 31 MAY 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 19 
33,243,201
32,053,931

Current assets
  

Debtors: amounts falling due within one year
 21 
1,547,368
1,271,687

Cash at bank and in hand
 22 
-
3,842,067

  
1,547,368
5,113,754

Creditors: amounts falling due within one year
 23 
(23,515,003)
(25,266,439)

Net current liabilities
  
 
 
(21,967,635)
 
 
(20,152,685)

Total assets less current liabilities
  
11,275,566
11,901,246

  

Creditors: amounts falling due after more than one year
 24 
(10,941,863)
(10,648,193)

Provisions for liabilities
  

Other provisions
 28 
(461,668)
-

  
 
 
(461,668)
 
 
-

Net (liabilities)/assets
  
(127,965)
1,253,053


Capital and reserves
  

Called up share capital 
 29 
15,655
13,915

Share premium account
 30 
505,642
505,642

Capital redemption reserve
 30 
163
163

Profit and loss account brought forward
 30 
733,333
(1,601,783)

Loss/(profit) for the year
  
(1,382,758)
3,021,356

Dividends paid

  

-
(686,240)

Profit and loss account carried forward
  
(649,425)
733,333

  
(127,965)
1,253,053


Page 12

 
ETHOS GROUP HOLDINGS LIMITED
REGISTERED NUMBER: 04623246
    
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 MAY 2023

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 May 2024.





P Roberts
Director

The notes on pages 21 to 51 form part of these financial statements.

Page 13

 

 
ETHOS GROUP HOLDINGS LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2023



Called up share capital
Share premium account
Capital redemption reserve
Other reserves
Merger reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests


£
£
£
£
£
£
£
£



At 1 June 2021
13,915
505,642
163
68,000
19,375
6,581,095
7,188,190
372,335


Prior year adjustment - correction of error
-
-
-
-
-
(4,489,797)
(4,489,797)
-



At 1 June 2021 (as restated)
13,915
505,642
163
68,000
19,375
2,091,298
2,698,393
372,335





Profit for the year
-
-
-
-
-
316,552
316,552
(296,983)


Disposal of subsidiary
-
-
-
-
-
-
-
(75,352)


Dividends: Equity capital
-
-
-
-
-
(686,240)
(686,240)
-


Transfer from non-controlling interest
-
-
-
-
-
75,352
75,352
-


Page 14

 

 
ETHOS GROUP HOLDINGS LIMITED


 


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2022



Total equity


£



At 1 June 2021
7,560,525


Prior year adjustment - correction of error
(4,489,797)



At 1 June 2021 (as restated)
3,070,728





Profit for the year
19,569


Disposal of subsidiary
(75,352)


Dividends: Equity capital
(686,240)


Transfer from non-controlling interest
75,352





At 1 June 2022
13,915
505,642
163
68,000
19,375
1,796,962
2,404,057
-





Loss for the year
-
-
-
-
-
(1,115,362)
(1,115,362)
-


Shares issued during the year
1,740
-
-
-
-
-
1,740
-



At 31 May 2023
15,655
505,642
163
68,000
19,375
681,600
1,290,435
-


Page 15

 

 
ETHOS GROUP HOLDINGS LIMITED


 


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023




At 1 June 2022
2,404,057





Loss for the year
(1,115,362)


Shares issued during the year
1,740



At 31 May 2023
1,290,435



The notes on pages 21 to 51 form part of these financial statements.

Page 16

 

 
ETHOS GROUP HOLDINGS LIMITED


 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2023



Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity


£
£
£
£
£



At 1 June 2021
13,915
505,642
163
(1,601,783)
(1,082,063)



Comprehensive income for the year


Profit for the year
-
-
-
3,021,356
3,021,356


Dividends: Equity capital
-
-
-
(686,240)
(686,240)





At 1 June 2022
13,915
505,642
163
733,333
1,253,053



Comprehensive income for the year


Loss for the year
-
-
-
(1,382,758)
(1,382,758)


Shares issued during the year
1,740
-
-
-
1,740



At 31 May 2023
15,655
505,642
163
(649,425)
(127,965)



The notes on pages 21 to 51 form part of these financial statements.

Page 17

 
ETHOS GROUP HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MAY 2023

2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(1,115,362)
19,569

Adjustments for:

Amortisation of intangible assets
2,400,231
2,345,917

Depreciation of tangible assets
149,260
191,399

Loss on disposal of tangible assets
3,750
-

Government grants
(30,000)
(225,271)

Interest paid
1,078,686
1,035,468

Interest received
(1,100)
(17,851)

Taxation charge
405,201
(933,305)

Decrease/(increase) in stocks
124,024
(76,915)

(Increase) in debtors
(1,350,083)
(40,510)

Increase/(decrease) in creditors
347,274
(3,093,408)

Increase/(decrease) in provisions
452,911
(8,898)

Profit on disposal of investments
-
(1,197,619)

Corporation tax (paid)
(62,033)
(917,517)

Net cash generated from operating activities

2,402,759
(2,918,941)


Cash flows from investing activities

Net cash outflow from acquisition of subsidiaries
(331,800)
(64,444)

Sale of investments
-
5,753,204

Purchase of tangible fixed assets
(698,495)
(217,784)

Sale of tangible fixed assets
(3,750)
81,536

Government grants received
30,000
225,271

Interest received
1,100
17,851

HP interest paid
(12,807)
(17,757)

Net cash from investing activities

(1,015,752)
5,777,877

Cash flows from financing activities
Page 18

 
ETHOS GROUP HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023


2023
2022

£
£



Issue of ordinary shares
1,740
-

Repayment of loans
(3,885,105)
(1,864,319)

Repayment of/new finance leases
(10,235)
68,257

Dividends paid
-
(686,240)

Interest paid
(1,065,879)
(1,017,711)

Net cash used in financing activities
(4,959,479)
(3,500,013)

Net (decrease) in cash and cash equivalents
(3,572,472)
(641,077)

Cash and cash equivalents at beginning of year
4,529,527
5,170,604

Cash and cash equivalents at the end of year
957,055
4,529,527


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,223,500
4,543,527

Bank overdrafts
(266,445)
(14,000)

957,055
4,529,527


The notes on pages 21 to 51 form part of these financial statements.

Page 19

 
ETHOS GROUP HOLDINGS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MAY 2023




At 1 June 2022
Cash flows
At 31 May 2023
£

£

£

Cash at bank and in hand

4,543,527

(3,320,027)

1,223,500

Bank overdrafts

(14,000)

(252,445)

(266,445)

Debt due after 1 year

(10,496,943)

(486,587)

(10,983,530)

Debt due within 1 year

(6,664,672)

4,632,312

(2,032,360)

Finance leases

(186,035)

10,235

(175,800)


(12,818,123)
583,488
(12,234,635)

The notes on pages 21 to 51 form part of these financial statements.

Page 20

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023

1.


General information

Ethos Group Holdings Limited ("the Company") and its subsidiaries (together "the Group") had the following principal activities during the year. 
The principal activity of Ethos Group Holdings Limited continued to be that of a holding company and provision of services to group companies.
The principal activities of the subsidiary companies continued to be the provision of equipment, solutions, services, consumables, digital document print, copy and management systems.
The Company is a private company limited by shares incorporated in England and Wales. Its registered address is 72 Leadenhall Market, London, EC3V 1LT. 

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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 21

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023

2.Accounting policies (continued)

 
2.3

Going concern

The Group's business activities, executed management restructure, operating cost reduction, planned transformation, growth, together with the factors likely to affect its future development, it's financial position, financial risk management objectives, details of its financial instruments and derivative activities, and its exposures to price, credit, liquidity and cash flow risks are described in the Strategic Report on pages 1 to 2. 
The directors have considered the going concern basis of preparation of the financial statements, noting the result for the year, forecasts and plans going forward. The directors consider that the Company and Group with the ongoing support of the Bank have sufficient working capital and cash reserves to enable the company to continue trading for the foreseeable future and, on the basis of cash flow information prepared, will be sufficient for the company's needs. 
The Group’s development, its financial position, financial risk management objectives, details of its business activities, together with the factors likely to affect its future financial instruments and derivative activities, and its exposures to price, credit, liquidity and cash flow risk. The Group has considerable financial resources together with long-term contracts with several customers and suppliers across different geographic areas and industries. As a consequence, the directors believe that the Group is well placed to manage its business risks successfully. 
The Group have restructured its management team and other operational areas of the business to reduce operating costs by c£1.6m by Dec-24 on a proforma basis with the majority, c£1m already crystalised. Working with the bank revised covenant levels have been agreed and the forecasts show they will be met. The forecasts have been independently reviewed. 
After making enquiries, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. On this basis, the directors consider it appropriate to prepare the financial statements on the going concern basis.

Page 22

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023

2.Accounting policies (continued)

 
2.4

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.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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:

Revenue on the sale of digital document printing, copying and management systems is recognised when an order is confirmed during the period and is either:
1) Installed during the period, or;
2) Would have been installed during the period but for a delay in delivery to meet the commercial objectives of the customer, or;
3) If relating to meterage, is recognised in the period in which it relates. 
All maintenance, service income, terminations and commissions are credited to the statement of income and retained earnings in the period to which the income relates.

Page 23

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023

2.Accounting policies (continued)

 
2.6

Operating leases: the Group 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.

 
2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.8

Government grants

Grants are accounted under the accruals model as permitted by FRS 102.
Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.

 
2.9

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.10

Finance costs

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.

 
2.11

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 24

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023

2.Accounting policies (continued)

 
2.12

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

 
2.13

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss 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 and the Group operate and generate 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.14

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 25

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023

2.Accounting policies (continued)

 
2.15

Intangible assets

Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.
Customer contracts
Customer contracts are valued at fair value using the Multi Period Excess Earnings method. Subsequent to initial recognition they are measured at cost less accumulated amortisation and accumulated impairment losses. Customer contracts are amortised on a straight line basis to the consolidated statement of comprehensive income over their useful economic life. 

Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed thirteen years.
The estimated useful lives range as follows:
Customer contracts - 7 years
Goodwill - 10-13 years
Customer database - 7 years

 
2.16

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.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Page 26

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023

2.Accounting policies (continued)


2.16
Tangible fixed assets (continued)

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:

Leasehold property
-
20% Straight line
Plant and machinery
-
25% Straight line
Motor vehicles
-
25% Straight line
Fixtures and fittings
-
20-25% Straight line

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.

 
2.17

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.18

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Stocks consist of equipment, spare parts and consumables.
The majority of stock relates to consumable parts that are held at customer premises. This stock is expensed to the profit and loss account as it is used by the customer. 
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.

 
2.19

Debtors

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.

Page 27

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023

2.Accounting policies (continued)

 
2.20

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.21

Creditors

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.

 
2.22

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.

 
2.23

Financial instruments

The Group 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, loans to related parties and investments in ordinary shares.
Financial assets that are 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, an impairment loss is recognised in the Statement of Comprehensive Income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

 
2.24

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 28

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

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. 
Critical judgements - Acquisition accounting judgements
Judgements are made with respect to the fair value of the net assets acquired and the purchase of consideration, by way of the due dilligence procedure carried out prior to the acquisition. The valuation of intangibles arising have been prepared by external valuation specialists using the valuation methodology for the specific asset. 
Critical accounting estimates and assumptions
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumption that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:
i) Useful economic lives of tangible assets
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 18 for the carrying amount of tangible assets and note 2.16 for the useful economic lives for each class of assets. 
ii) Impairment of debtors
The Group makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience. See note 21 for the net carrying amount of the debtors. 
iii) Stock
Consumable stocks held at customer premises are expensed to the profit and loss account as they are used. The Group makes and estimate of the estimated useful life/usage of the consumable stock. See note 20 for the carrying value of stock. 

Page 29

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023

4.


Turnover

The whole of the turnover is attributable to the principal activity of the Group.

Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
27,909,952
30,344,353

Rest of Europe
263,019
227,327

Rest of the world
405
10,439

28,173,376
30,582,119



5.


Other operating income

2023
2022
£
£

Other operating income
2,000
664,255

Government grants receivable
30,000
225,271

32,000
889,526



6.


Operating profit/(loss)

The operating profit/(loss) is stated after charging:

2023
2022
£
£

Depreciation of tangible fixed assets (charged to admin expenses)
153,207
191,399

Amortisation of intangible assets, including goodwill (charged to admin expenses)
2,400,231
2,345,917

Exchange differences
33,554
(12,997)

Other operating lease rentals
352,624
288,539

Defined contribution pension cost
120,988
161,878


7.


Research and development expenditure

Included within the Statement of Income and Retained Earnings were costs charged to cost of sales and administrative expenses in respect of research and development expenditure. 

Page 30

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023

8.


Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor and its associates:


2023
2022
£
£

Fees payable to the Group's auditor and its associates for the audit of the Group's annual financial statements
62,000
60,000


9.


Employees

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


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
5,732,001
7,241,211
47,700
88,650

Social security costs
650,192
825,048
4,353
8,937

Cost of defined contribution scheme
120,988
161,878
559
1,439

6,503,181
8,228,137
52,612
99,026


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



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Administration
69
101
4
4



Services
46
52
-
-



Sales & Marketing
22
23
-
-

137
176
4
4

Page 31

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023

10.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
47,700
88,650

Group contributions to defined contribution pension schemes
559
1,439

48,259
90,089


During the year retirement benefits were accruing to 2 directors (2022 - 2) in respect of defined contribution pension schemes.


11.


Interest receivable and similar income

2023
2022
£
£


Other interest
1,100
17,851


12.


Interest payable and similar expenses

2023
2022
£
£


Bank interest
1,064,279
779,968

Loan interest
1,600
237,743

Finance leases and hire purchase contracts
12,807
17,757

1,078,686
1,035,468

Page 32

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023

13.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
-
32,428

Adjustments in respect of previous periods
(30,496)
(205,694)


Total current tax
(30,496)
(173,266)

Deferred tax


Origination and reversal of timing differences
435,697
(760,039)


Tax on loss
405,201
(933,305)
Page 33

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023
 
13.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - lower than) the standard rate of corporation tax in the UK of 25% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(710,161)
(891,516)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2022 - 19%)
(141,935)
(169,388)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
600,058
444,245

Expenses not deductible for tax purposes
1,463
16,669

Capital allowances for year in excess of depreciation
5,158
(1,892)

Utilisation of tax losses
(267,699)
(382,151)

Adjustments to tax charge in respect of prior periods
-
(205,694)

Short-term timing difference leading to an increase (decrease) in taxation
185,697
228,024

Non-taxable income
-
(227,611)

Unrelieved tax losses carried forward
-
(635,507)

Other
22,459
-

Total tax charge for the year
405,201
(933,305)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


14.


Dividends

2023
2022
£
£


Dividends paid on equity capital
-
686,240

Page 34

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023

15.


Exceptional items

2023
2022
£
£


Reorganisation and restructuring costs
248,666
2,296,324

248,666
2,296,324


16.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The loss after tax of the parent Company for the year was £1,382,758 (2022 - profit £3,021,356).

Page 35

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023

17.


Intangible assets

Group




Customer Contracts
Computer software
Goodwill
Total

£
£
£
£



Cost


At 1 June 2022
1,623,815
123,495
24,904,640
26,651,950


Additions
-
-
877,052
877,052



At 31 May 2023

1,623,815
123,495
25,781,692
27,529,002



Amortisation


At 1 June 2022
1,152,778
123,495
9,720,667
10,996,940


Charge for the year on owned assets
236,678
-
2,163,553
2,400,231



At 31 May 2023

1,389,456
123,495
11,884,220
13,397,171



Net book value



At 31 May 2023
234,359
-
13,897,472
14,131,831


The goodwill above arose on various acquisitions in the current and prior year. The remaining amortisation periods for these goodwill balances range from 1 to 12 years depending on the date of acquisition. 
The customer contracts balance which has a net book value of £234,359 at the year end has a remaining useful life of 1 years. 


Company
The Company had no intangible assets at 31 May 2023 (2022: £Nil).  

Page 36

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023

18.


Tangible fixed assets

Group






Leasehold improvements
Plant and machinery
Motor vehicles
Fixtures and fittings
Office equipment
Total

£
£
£
£
£
£



Cost or valuation


At 1 June 2022
271,343
1,650,853
416,545
417,288
126,924
2,882,953


Additions
15,518
63,199
-
-
-
78,717



At 31 May 2023

286,861
1,714,052
416,545
417,288
126,924
2,961,670



Depreciation


At 1 June 2022
256,911
1,461,595
327,524
414,041
115,712
2,575,783


Charge for the year on owned assets
8,433
52,719
-
1,520
6,729
69,401


Charge for the year on financed assets
-
32,328
51,478
-
-
83,806



At 31 May 2023

265,344
1,546,642
379,002
415,561
122,441
2,728,990



Net book value



At 31 May 2023
21,517
167,410
37,543
1,727
4,483
232,680




The net book value of land and buildings may be further analysed as follows:


2023
2022
£
£

Long leasehold
21,517
14,432


Page 37

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023

           18.Tangible fixed assets (continued)

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2023
2022
£
£



Plant and machinery
66,756
95,485

Motor vehicles
36,535
88,012

103,291
183,497


19.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 June 2022
32,053,931


Additions
1,189,270



At 31 May 2023

33,243,201






Net book value



At 31 May 2023
33,243,201

Page 38

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

Ethos Communication Solutions Limited
Ordinary
100%
Ethos Trustees Limited
Ordinary
100%
RDT Office Solutions Group Limited
Ordinary
100%
Birling Group Limited
Ordinary
100%
BCM Group Limited
Ordinary
100%
Copiertec Limited
Ordinary
100%
London Graphic Systems Limited
Ordinary
100%
Ethos Communication Print (Services) Limited
Ordinary
100%
Ethos Document Solutions Limited
Ordinary
100%
Ethos Communication Solutions (Services) Limited
Ordinary
100%
Walters Limited*
Ordinary
100%
Pinnacle Document Solutions Limited*
Ordinary
100%
Copier Mate Limited*
Ordinary
100%
Pinnacle Office Equipment Limited*
Ordinary
100%
Fast Technology (London) Limited*
Ordinary
100%
Pinnacle Managed Office Services Limited
Ordinary
100%
Century Mobile Limited*
Ordinary
100%
Managed Print Compare Limited
Ordinary
100%
Pinnacle Ethos Digital Solution NI B.V.
Ordinary
100%
Send DM Limited*
Ordinary
100%
Objective Technologies Limited*
Ordinary
100%

*These companies have taken advantage of the audit exemption under s479A of the Companies Act 2006, with Ethos Group Holdings Limited guaranteeing subsidiary's liabilities. 

Page 39

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023
Subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 May 2023 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)
£
£

Ethos Communication Solutions Limited
10,121,282
1,778,038

Ethos Trustees Limited
1
-

RDT Office Solutions Group Limited
3,017,899
-

Birling Group Limited
149,277
-

BCM Group Limited
1,067,263
-

Copiertec Limited
920,509
-

London Graphic Systems Limited
734,885
-

Ethos Communication Print (Services) Limited
1,246,039
-

Ethos Document Solutions Limited
1,314,516
-

Ethos Communication Solutions (Services) Limited
(86,066)
-

Walters Limited
482,817
(129,836)

Pinnacle Document Solutions Limited
1,683,010
(68)

Copier Mate Limited
101,475
(475)

Pinnacle Office Equipment Limited
2,127,383
541,391

Fast Technology (London) Limited
933,892
112,324

Pinnacle Managed Office Services Limited
1
-

Century Mobile Limited
14,752
(627)

Managed Print Compare Limited
(6,900)
-

Pinnacle Ethos Digital Solutions NI B.V.
15,112
89,700

Send DM Limited
9,715
9,414

Objective Technologies Limited
565,251
252,565


20.


Stocks

Group
Group
2023
2022
£
£

Finished goods and goods for resale
2,184,641
2,308,665


The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 40

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023

21.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Trade debtors
2,598,073
2,838,281
-
-

Amounts owed by group companies
-
-
1,279,587
289,533

Amounts owed by joint ventures and associated undertakings
341,984
341,984
-
-

Other debtors
2,197,941
2,235,242
-
480,373

Prepayments and accrued income
1,302,354
1,251,565
16,000
-

Deferred taxation
239,869
390,651
251,781
501,781

6,680,221
7,057,723
1,547,368
1,271,687



22.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
1,223,500
4,543,527
-
3,842,067

Less: bank overdrafts
(266,445)
(14,000)
(94,335)
-

957,055
4,529,527
(94,335)
3,842,067


Page 41

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023

23.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank overdrafts
266,445
14,000
94,335
-

Bank loans
1,925,965
6,297,657
1,895,965
6,292,657

Trade creditors
1,862,940
2,246,225
-
-

Amounts owed to group undertakings
-
-
18,801,102
16,559,434

Corporation tax
155,794
248,323
120,180
120,180

Other taxation and social security
818,354
793,579
1,511
5,319

Obligations under finance lease and hire purchase contracts
97,616
47,062
-
-

Other creditors
3,394,653
4,080,984
2,319,766
2,111,207

Accruals and deferred income
3,057,043
2,868,622
282,144
177,642

11,578,810
16,596,452
23,515,003
25,266,439


Obligations under finance lease and hire purchase contracts of £97,616 (2022 - £47,062) are secured on the assets to which they relate. 
The bank loan of £1,925,965 
(2022 - £6,297,657) and overdraft of £266,445 (2022 - £14,000) are secured by a debenture. Security has also been provided by fellow subsidiary companies included within the Group. 


24.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank loans
10,983,530
10,496,943
10,941,863
10,481,526

Net obligations under finance leases and hire purchase contracts
78,184
138,973
-
-

Other creditors
15,439
182,106
-
166,667

Accruals and deferred income
2,475
2,475
-
-

11,079,628
10,820,497
10,941,863
10,648,193


Obligations under finance lease and hire purchase contracts of £78,184 (2022 - £138,973) are secured on the assets to which they relate. 
The bank loan of £10,983,530 
(2022 - £10,496,943) is secured by a debenture. Security has also been provided by fellow subsidiary companies included within the Group. 

Page 42

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023

25.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Amounts falling due within one year

Bank loans
1,925,965
6,297,657
1,895,965
6,292,657

Amounts falling due 1-2 years

Bank loans
6,870,475
2,126,855
6,834,225
2,121,855

Amounts falling due 2-5 years

Bank loans
4,113,055
8,370,088
4,107,638
8,359,671

12,909,495
16,794,600
12,837,828
16,774,183



26.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2023
2022
£
£

Within one year
97,616
47,062

Between 1-5 years
48,970
90,781

Over 5 years
29,214
48,192

175,800
186,035

Page 43

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023

27.


Deferred taxation


Group



2023
2022


£

£






At beginning of year
390,651
(313,425)


Charged to profit or loss
(249,795)
501,781


Movement in year
99,013
202,295



At end of year
239,869
390,651

Company


2023
2022


£

£






At beginning of year
501,781
-


Charged to profit or loss
(250,000)
501,781



At end of year
251,781
501,781

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Accelerated capital allowances
(11,912)
(308,030)
-
-

Tax losses carried forward
251,781
698,681
251,781
501,781

239,869
390,651
251,781
501,781

Page 44

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023

28.


Provisions


Group



Dilapidation provision
Contingent consideration
Total

£
£
£





At 1 June 2022
51,089
-
51,089


Arising on business combinations
-
485,000
485,000


Utilised in year
(8,757)
(23,332)
(32,089)



At 31 May 2023
42,332
461,668
504,000

A dilapidation provision has been made to reflect the directors' best current estimates of repairs and other costs required to satisfy the terms of the property lease agreements. The timing of the utilisation of the provision will be in line with the lease agreement.
The contingent cosideration relates to estimated future additional consideration payable in respect of the purchase of 100% of the ordinary share capital of Send DM Limited and Objective Technologies Limited


29.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



223,534 Ordinary A shares of £0.05 each
11,177
11,177
31,318 Ordinary B shares of £0.05 each
1,566
696
13,000 Ordinary C shares of £0.05 each
650
650
15,664 Ordinary D shares of £0.05 each
783
696
13,923 Ordinary E shares of £0.05 each
696
696
15,655 (2022 - Nil) Ordinary F shares of £0.05 each
783
-

15,655

13,915




Page 45

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023

30.


Reserves

Share premium account

The share premium account represents the premium arising on the issue of shares net of issue costs.

Capital redemption reserve

A non-distributable reserve into which amounts are transferred following the redemption of purchase of a company's own shares. 

Merger Reserve

The merger reserve is a non-distributable reserve created by the exercise of s612 merger relief for the amount in excess of the nominal value of the ordinary shares issues in connection with an acquisition. 

Profit and loss account

Includes all current and prior period retained profits and losses less any dividends paid. 

Page 46

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023

31.
 

Business combinations

On 10 January 2023, Ethos Group Holdings Limited purchased 100% of the ordinary share capital of Send DM Limited for costs totalling £170,788.  

Acquisition of Send DM Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Tangible
46,329
-
46,329

Intangible
1,926
-
1,926

48,255
-
48,255

Current Assets

Stocks
12,958
-
12,958

Debtors
139,349
-
139,349

Cash at bank and in hand
9,483
-
9,483

Total Assets
210,045
-
210,045

Creditors

Due within one year
(210,346)
-
(210,346)

Total Identifiable net liabilities
(301)
-
(301)


Goodwill
171,089

Total purchase consideration
170,788

Consideration

£


Cash
86,620

Contingent consideration
84,168

Directly attributable costs
-

Total purchase consideration
170,788

Page 47

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023

31.Business combinations (continued)

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
86,620

Directly attributable costs
-

Less: Cash and cash equivalents acquired
(9,483)

Net cash outflow on acquisition
77,137

On 31 July 2022, Ethos Group Holdings Limited purchased 100% of the ordinary share capital of Object Technologies Limited for costs totalling £1,018,482.  

Acquisition of Object Technologies Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Tangible
9,930
-
9,930

Intangible
9,000
-
9,000

18,930
-
18,930

Current Assets

Stocks
3,100
-
3,100

Debtors
44,913
-
44,913

Cash at bank and in hand
368,820
-
368,820

Total Assets
435,763
-
435,763

Creditors

Due within one year
(116,755)
-
(116,755)

Due after more than one year
(6,509)
-
(6,509)

Total Identifiable net assets
312,499
-
312,499


Goodwill
705,983

Total purchase consideration
1,018,482

Page 48

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023

31.Business combinations (continued)

Consideration

£


Cash
623,482

Contingent consideration
395,000

Total purchase consideration
1,018,482

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
623,482

623,482

Less: Cash and cash equivalents acquired
(368,819)

Net cash outflow on acquisition
254,663


32.


Prior year adjustment

During the prior year, the Group identified errors in the valuation of stock impacting on both the opening and closing stock values.
An adjustment has therefore been made to the 2021 figures to reduce the opening stock and brought forward retained earnings by £4,676,402. An adjustment of £4,489,797 was also made to reduce the closing stock figure. The above adjustments therefore reduced purchases by £186,605 with gross profit, operating profit, profit before tax and profit after tax increasing by the same amount as a result of the adjustment.    
In addition, an other creditor was incorrectly classified as a bank overdraft. An adjustment has therefore been made to correct the figures to reduce the bank overdraft balance by £1,083,524 and increase the other creditor balance by the same amount.   


33.


Contingent liabilities

Ethos Group Holdings Limited, Ethos Communications Solutions Limited and Ethos Document Solutions Limited are part of a group VAT registration and as a result, each company is jointly and severally liable for the VAT liabilities of the other members of the VAT group. 

Page 49

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023

34.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held seperately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £120,988 (2022 - £161,878). Contributions totalling £35,021 (2022 - £25,659) were payable to the fund at the balance sheet date and are included in creditors.  


35.


Commitments under operating leases

At 31 May 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2023
2022
£
£

Not later than 1 year
164,970
379,186

Later than 1 year and not later than 5 years
120,851
458,833

285,821
838,019

36.


Transactions with directors

During the year, the following transactions occurred with the directors:

2023
2022
£
£
Balance brought forward

651,195

647,605
 
Advances and interest

456,808

689,830
 
Repayments

-

(686,240)
 
Balance carried forward
1,108,003

651,195
 

Interest in charged at the H M Revenue & Customs beneficial loan rate applicable on each transaction during the period.

Page 50

 
ETHOS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023

37.


Related party transactions

The Company has taken advantage of the exemption available not to disclose related party transactions with Companies that are wholly owned within the Group. 
At the year end an amount of £449,984 
(2022 - £449,984) was due from associated undertakings in which the directors have a controlling interest.
Directors had an interest in dividends of £Nil 
(2022 - £686,240).
Included within other creditors at the year end are amounts of £100,258 
(2022 - £288,819) owed to a director of the Company. 


38.


Controlling party

The ultimate controlling party is Michelle Norris.

Page 51