13 January 2025
Hercules Site Services
plc
("Hercules", the "Company" or the "Group")
Final
Results
Hercules Site Services plc (AIM:
HERC), a leading technology enabled labour supply company for the
UK infrastructure and construction sector, is pleased to announce
its audited results for the year ended 30 September 2024 ("FY
2024").
As announced on 6 January 2025,
the Suction Excavator business results are presented as
discontinued operations as the Company proposes to divest this
division. The results for the year ended 30 September 2023 ("FY
2023") have also been adjusted on this basis to enable like for
like comparison. Results summary:
|
Year ended 30 September
2024
|
|
Year ended 30 September
2023
|
£m
|
Continuing
operations
|
Discontinued
operations
|
Total
|
|
Continuing
operations
|
Discontinued
operations
|
Total
|
Revenue
|
101.9
|
5.1
|
107.0
|
|
79.8
|
4.9
|
84.7
|
Gross Profit
|
15.0
|
2.4
|
17.4
|
|
14.1
|
2.3
|
16.4
|
Adjusted* EBITDA
|
4.7
|
0.4
|
5.1
|
|
3.5
|
0.6
|
4.1
|
Adjusted** pre-tax
profit
|
2.6
|
(1.3)
|
1.3
|
|
1.8
|
(0.9)
|
0.9
|
Adjusted*** EPS (pence)
|
3.47
|
(2.01)
|
1.46
|
|
2.86
|
(1.48)
|
1.38
|
Continuing Operations - Financial
Highlights:
· A further record year with Hercules delivering ahead of
market expectations, with growth achieved across the Group's Labour
Supply and Civil Projects business:
o 28% increase in revenue
o 34% increase in Adjusted* EBITDA
o 43% increase in Adjusted** pre-tax profit
o 173% increase in EPS from 2023 reported EPS of 1.27p
supporting decision to divest Suction Excavator business
o Cash generated in the year £7.5m (2023: £3.3m)
o Lease/debt liabilities of £9.4m relate to discontinued
operations
· Successful equity fundraising of £8m to support organic
growth and acquiring other labour supply companies in the
infrastructure market
· Proposed final dividend of 1.12 pence per share (2023: 1.12p)
(following 0.6p interim dividend paid March 2024, total dividend
1.72p (2023: 1.72p))
Corporate Highlights:
· Labour Supply:
Record demand and delivery, supplying labour
resources to over 40 clients and 300 different project locations
during the last year
o 35% increase in the average number of operatives deployed by
the Labour Supply business to 1,150 (2023: average of
850)
o Labour Supply to HS2 (Birmingham section) increased from
c.425 operatives at 30 September 2023 to c.630 at 30 September
2024
o Acquisition of Future Build which established the Company's
white collar and permanent recruitment offering
o App downloads (Recruitment and Onboarding) increased year on
year to c. 16,000 (2023: c.11,500)
o Strong foundations for FY 2025 growth laid in Rail with
client base diversified and increased
· Construction
Services: Continued Civil Projects
growth and Construction Academy delivered first revenues
o Civil Projects leveraged its water sector experience to win
significant levels of repeat work, mainly for key delivery partners
for AMP 7
o Anglian Water Civils Framework continued at pace, with
sizeable projects being allocated to Hercules
o Construction Academy opened in January 2024 and has started
to deliver a diverse range of accredited courses
·
Martin Tedham appointed to the Board as
Non-Executive Director
*Adjusted EBITDA definition - adjusted for profit/loss on
sale of fixed assets, exceptional items and R&D
expenditure.
**Adjusted pre-tax profit definition - same adjustments as
for EBITDA but also excluding extraordinary
impairment.
***Adjusted EPS definition - same adjustments as for pre-tax
profit but also excluding prior year tax charges.
Brusk Korkmaz, Chief Executive Officer,
commented:
"We have yet again exceeded the
market's expectations and achieved another record year, delivering
growth across all our core performance metrics. In doing so, our
revenue growth for the last three years since listing has averaged
48% (CAGR), a performance of which we are incredibly proud.
Cross-selling has continued to be a strong feature, and we have
broadened our ability to maintain this trend having delivered our
first acquisition during the year. This has provided us with a
solid footing in the white-collar and permanent recruitment market,
complementing our blue-collar labour supply services.
"Looking ahead, our confidence for
FY 2025 is fuelled by a strong pipeline and a positive start to
trading in Q1. We anticipate further organic growth across our
continuing operations, while our recent equity raise of £8m
provides us with a strong balance sheet with which to fund our
ongoing, targeted M&A strategy. Add to this the fact that the
outlook for the infrastructure sector remains buoyant and we are
positive that we are well positioned for the year
ahead."
The information contained within this announcement is deemed
by the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 which has been
incorporated into UK law by the European Union (Withdrawal) Act
2018.
Retail Investor Webinar
Brusk Korkmaz, CEO, and Paul
Wheatcroft, CFO, will deliver a live presentation relating to the
Full-Year Results via the Investor Meet Company platform this
morning at 11.00am GMT.
The online presentation is open to
all existing and potential shareholders.
Questions can be submitted
pre-event via the IMC dashboard up until 9.00am or at any time
during the live presentation via the "Ask a Question" function.
Although the Company may not be in a position to answer every
question it receives, it will address the most prominent within the
confines of information already disclosed to the market. Responses
to the Q&A from the live presentation will be published at the
earliest opportunity on the Investor Meet Company
platform.
Investor feedback can also be
submitted directly to management post-event to ensure the Group can
understand the views of all elements of its shareholder
base.
Investors can sign up to Investor
Meet Company for free and add to meet Hercules via:
https://www.investormeetcompany.com/hercules-site-services-plc/register-investor
Investors who have already
registered and added to meet the Group will be automatically
invited.
For
further information and enquiries, please
contact:
Hercules Site Services plc
Brusk Korkmaz (CEO)
Paul Wheatcroft (CFO)
|
c/o SEC Newgate
|
|
|
SP
Angel (Nominated Adviser and Broker)
Matthew Johnson / Adam Cowl
(Corporate Finance)
Grant Barker / Rob Rees (Sales and
Broking)
|
+44 (0) 20 3470 0470
|
Cavendish Capital Markets Limited (Joint
Broker)
Adrian Hadden / Charlie Combe / Dale
Bellis (Sales and Broking)
|
+44
(0) 20 7397 8900
|
SEC
Newgate (Financial Communications)
Elisabeth Cowell / Ian Silvera
/ Nina Renata Pop
|
+44 (0) 20 3757 6882
Hercules@secnewgate.co.uk
|
CHAIRMAN'S REPORT FOR THE YEAR ENDED 30 SEPTEMBER
2024
Hercules has had another very
productive and successful year with revenue from continuing
operations increasing by 28% to £101.9m over the previous year
(2023: £79.8m) which once again means we are surpassing market
expectations.
Following a strategic internal
review of future activities and expected market demand and likely
returns, the Board decided to focus on the Group's core labour
supply and construction services divisions, and therefore decided
to seek a buyer for our suction excavator services subsidiary. As
such, the results of the suction excavator services division have
been treated as discontinued activities within the results for the
year. This strategic change will, when it concludes, reduce our
debt significantly, enhance earnings and provide greater capacity
to finance the future expansion of our core activities. Total
revenue including that from discontinued operations was £106.9m
(2023: £84.7m).
It was also pleasing to see our
Construction Academy open its doors January 2024. We expect this
facility to underpin our labour supply chain and training needs for
many years to come. During the period, we have started building a
number of relationships with both local (Warwickshire area) and
national educational and training bodies as well as increasing the
commercial training offering at the Academy.
Strong market dynamics
In terms of the wider market,
interest rates have not yet shown significant reductions. Despite
this, Hercules will continue to benefit from significant investment
in infrastructure spending, which is high on the agenda for the new
government. We also note that the election of the new government in
July 2024 is not expected to have any impact on our existing
contracts, nor our outlook for 2025 and beyond.
Whilst inflationary pressures
affected the business in FY23, particularly pay levels, these
challenges reduced during FY24, and we have continued to
demonstrate our ability to regularly renegotiate increased pay
levels with our clients. Looking ahead, it is also worth noting
that the majority of the National Insurance cost increases
announced in the recent government budget can be passed on to our
clients. There is only a relatively small amount of the tax
increase, relating to the management and administration functions,
that has to be absorbed by the business.
Dividend
The Board is pleased to propose a
final dividend of 1.12 pence per share (2023: 1.12 pence). The
dividend will be paid on 21 March 2025 to shareholders on the
register at close of business on 21 February 2025. The shares will
go ex-dividend on 20 February 2025.
Outlook
After a year of significant
growth, the outlook for Hercules remains very positive. Revenue
growth has averaged 48% (CAGR) over the last three years; our
pipeline for 2025 looks robust and we have experienced positive
trading across all areas for the first three months of our current
financial year. We entered the 2025 financial year with a strong
balance sheet following a substantial equity fundraising of £8m and
an invoice discounting debt facility for up to £15m, with which to
fund our continued expansion and ongoing working capital needs. As
part of the post-period-end fundraise, we were delighted to welcome
two successful entrepreneurs to our register, testament to their
shared belief in the trajectory and potential of Hercules. One of
these individuals, Martin Tedham, has also been appointed as
Non-Executive Director and we look forward to benefitting from his
vast experience in growing successful companies in the years
ahead.
We are progressing positively but
selectively on the acquisition front with several early-stage
discussions ongoing. We look forward to updating the market when
appropriate.
Once again, I would like to thank
our shareholders and advisers for their support during the year,
and the Hercules team for continuing to successfully deliver a
range of operational growth milestones.
We are anticipating another
productive financial year ahead with exciting opportunities and
initiatives on which the Company will focus.
Henry Pitman, Non-executive Chairman
10 January 2025
CHIEF EXECUTIVE OFFICER'S REVIEW FOR THE YEAR ENDED 30
SEPTEMBER 2024
We have yet again exceeded the
market's expectations and achieved another record year. This has
been achieved despite operating in an environment that was not
without its challenges, with interest rates still relatively
high.
Revenue from continuing operations
has increased by 28% year on year to £101.9m (2023: £79.8m). This
included £1.5m of growth from the acquisition we made during the
period. Total revenue, including discontinued operations, was
£106.9m (2023: £84.7m).
Adjusted EBITDA from continuing
operations for the year was £4.7m (2023: £3.5m), representing
growth of 34%. Total adjusted EBITDA including that from
discontinued operations was above market expectations at £5.1m
(2023: £4.1m).
Revenue growth was accompanied by
strong cash conversion and effective credit management. Net cash
generated from continuing operations during the year was £7.5m
(2023 £3.3m).
Our positive results have been
achieved through growth across our Labour Supply and Civil Projects
businesses, and we are pleased that cross-selling has continued to
be a strong feature in 2024. This takes determination and
coordination across our talented teams and given the challenges
that all businesses have had to navigate this year, the Hercules
team has worked incredibly hard and shown dedication throughout the
year, and for that they have my sincere thanks.
The infrastructure and
construction sectors are still experiencing continued buoyancy
providing a supportive backdrop for our growth. Pleasingly, post
the July 2024 election and the recent Budget, there is no evidence
that there will be any reduction in infrastructure investment in
the next few years. The Board believes that investment in
infrastructure will increase.
Given the labour shortages
experienced by the sector, and the effectiveness of our digital
tools in placing operatives on projects, we are well placed to
benefit from ongoing government investment in the months and years
ahead. Demand for our range of complementary services has been
strong and our pipeline is very robust.
Labour Supply
Labour Supply is our core
business, and we have a strong track record of working in
partnership with blue chip construction companies to deliver key
infrastructure, civil engineering, utilities, groundworks, highway
and railway projects. It represented 82% of Hercules' revenue for
the year ended 30 September 2024 (FY 2023: 80%).
This is our third year working
with the Balfour Beatty Vinci Joint Venture on the HS2 (Birmingham
section). This is our largest ever contract and the Company is now
playing a huge part in the delivery of one of modern history's
greatest legacy projects. We are the leading labour supplier on the
six-supplier labour desk, now with circa 630 operatives on HS2
sites. This growth is expected to continue for the next 5-7 years
with FY 2025 requirements expected to be greater than those in
2024.
During the year to 30 September
2024 the Labour Supply business has continued to achieve
month-on-month growth, having supplied between 850 and 1,300
workers (average of 1,150). Compared with the FY 2023 monthly
average of 850 this represents year on year growth in operatives
deployed of circa 35%. We have supplied labour resources to over 40
clients and 300 different project locations during the last year.
Our ability to deliver for our clients irrespective of their size,
location or duration of their requirements has driven repeat
business and built sustained trust in our delivery
capability.
As shown by the contracts
referenced above, we have traditionally supplied blue collar
personnel. Having tested the white-collar market through organic
initiatives, our 60% acquisition of Future Build Recruitment Ltd
("Future Build") during the period has provided exposure to the
growing white-collar and permanent recruitment market. With minimal
overlap between clients, the acquisition enhances the service
offering we are able to provide to our existing customer base and
creates new cross-selling opportunities which are already starting
to deliver.
The rail department, the newest
part of the Labour Supply portfolio, had a relatively slow start to
2024. We carefully built a team from scratch and as such, income
was slow in the early part of the year with a focus solely on the
newly awarded Balfour Beatty Rail Framework. This coincided with
the end of a control period (CP6), which meant there was time to
focus on getting the appropriate structure in place and formulate
the required processes, in a very compliance heavy part of the
industry.
In the second half of the year,
under the new control period of CP7 which comprises of £46 billion
of planned investment, the rail department has flourished and
started to gain traction due to all the early hard work and
planning. As a result, we are expecting FY 2025 to show steady
growth and development within the department. We have managed to
diversify and increase our client base providing rail staff to
Kier, Beaver Bridge and Octavius in the second half of the year, as
well as strengthening our position with Balfour Beatty.
FY 2024 has been a successful year
for our other sectors as well, having begun supplying labour at
Sizewell C, we anticipate increases in workforce requirements
heading into 2025. Within the water sector, we have supplied labour
predominantly within the Thames Water, Severn Trent, Anglian,
Southern, and Bournemouth Water regions. With £96 billion of
planned investment through AMP8 (Asset Management Plan 8), starting
in April 2025, we plan to expand our water specialism into new
regions.
Our innovative mobile recruitment
and onboarding apps give us a strong competitive edge and have been
core to our success. Not only do they ensure that we supply the
right person to the right location on time to fulfil client
requirements, they enable us to source local labour, which often is
a stipulation in government-funded projects. Indeed, our 'Hercules
Construction Jobs' recruitment app, launched in October 2019, has
more than 16,000 downloads and more than 8,265 registered users at
the time of writing (FY 2023: 11,500 and 6,250
respectively).
I am pleased to report that we
have a healthy pipeline which extends beyond 2025, so we look
forward to delivering further growth in our Labour Supply
business.
Civil Projects
Hercules' Civil Projects division
partners with some of the UK's top contractors to provide
end-to-end project delivery for civil engineering contracts.
Revenue for Civil Projects grew by 12% to £17.5m (2023: £15.6m),
accounting for approximately 16% of group revenue for the year
ended 30 September 2024 (2023: 18%).
With the water industry facing
enormous challenges, which have been well documented in the media,
our Civil Projects team has leveraged its experience in this space
to win significant levels of repeat work, mainly for key delivery
partners for AMP 7. The Anglian Water Civils Framework continued at
pace, with some sizeable projects being allocated to Hercules. The
framework was also formally extended by two further years, taking
the current end date well into AMP 8. Activity levels were high
again this year, with an increase in size of project having a
positive impact on revenue. One particular scheme for Thames Water
was over £5m. Eight projects with individual values over £1m were
started or completed in the year at various sites for clients such
as Galliford Try, MWHT, Costain and the @one Alliance. Projects
were spread across the Anglian, Severn Trent, Thames, and Southern
Water regions.
Additional site management staff
were recruited to supplement the existing teams to cover the
larger, more complex projects. The business unit operated with an
average of 150 operatives across all their sites, the largest
number to date. They work closely with the Labour Supply division
to cope with variances in workload. Overall, the Civils team is
well positioned as the industry moves into the AMP 8
cycle.
Divestment of the Suction Excavator
business
As our Chairman notes in his
Statement, the Board has decided to focus on core labour supply and
civil projects, and therefore to seek a buyer for our suction
excavator services subsidiary. This business has progressed well
but is very capital intensive, unlike the rest of the Group's
services. With this in mind, the results of the suction excavator
services division have been treated as discontinued activities
within the results for the year.
Additional growth initiatives
Hercules provides a range of
services for its clients, which increases the total value of the
Group to its clients and provides the business with a diversified
range of revenue streams.
Construction Academy
The Academy, which was opened on
31 January 2024, was established to address the well documented
skills shortages facing the infrastructure and construction
industries. By providing excellent facilities in a strategic
location, the Academy will not only serve the Hercules workforce
(and thus reduce external training costs) but will also deliver
specific training for clients across the infrastructure and
construction industries. As such, we aim to attract new talent and
upskill the current national workforce.
The Academy is expected to
eventually deliver training to all of the existing Hercules
clients, as well as new clients who are currently not using our
other services.
During the period, we have been
delivering a diverse range of accredited courses that cater to
aspiring professionals and industry personnel alike. These include
specialised technical training in areas such as plant operation,
health and safety, utilities and other bespoke courses. The
facilities replicate the modern construction site giving learners a
safe environment to train and qualify to be site-ready. Local
Authority funded training is also being delivered at the Academy
via bootcamps for new entrants to the construction industry. Some
of these new entrants were able to gain themselves a position on
our sites, thus closing the loop of 'find, train,
employ'.
Looking ahead, as well as short
duration courses, the Academy will run and manage NVQ assessments
and apprenticeships. The Academy has commenced delivery of funded
Skills Bootcamps in partnership with City & Guilds Training (a
nationally recognised training provider). It was also awarded and
benefitted from Local Authority funding which has helped introduce
and upskill local unemployed residents to the Construction
sector.
With these funded initiatives
there is huge potential for the Academy to help the wider sector
with its skills shortages, as well as providing an internal
training function that supports Hercules Site Services PLC with
their existing and future labour-force.
With further areas for development
available at the site, the Academy facilities have an opportunity
to grow and evolve as the industry develops and introduces further
use of technology. This will allow Hercules to continually upskill
its current workforce for the future.
Digital
This year we focused on advancing
key digital initiatives to support our strategic goals. A
significant highlight was the complete rebuild of our recruitment
application, designed to improve user experience, streamline
processes, and attract operatives more effectively. The SEE
Everything portal continues to provide reliable value to customers
and allows them to maintain strong engagement with their supply
chains. Our investments in enhancements in cloud technology and
cybersecurity have strengthened our operational resilience and
safeguarded critical systems. These targeted advancements reflect
our commitment to leveraging technology to drive operational
excellence and deliver meaningful value to stakeholders.
Creating positive social value
Apart from our core business, we
continue to help deliver positive social value outcomes in and
around our clients' projects, often working collaboratively to
achieve the best results. The culture at Hercules is one which is
very much centred around teamwork, and we are all guided by our
core values and mission statement, dedicated to delivering a world
class service to our clients, workforce and now our
investors.
Our team strives to encourage the
next generation into our industry, so engagements in schools and
further education colleges are vitally important. We also endeavour
to source candidates from diverse channels such as ex-military,
ex-offenders, BAME and other hard to reach communities. Our success
with hiring from the ex-military community has been rewarded with
the coveted ERS MOD Gold Award.
In 2024, the Hercules health
screening trailer has continued to provide support nationwide,
delivering on-site health and wellbeing services to our clients and
their projects in a wide range of construction sectors. Among its
deployments, the trailer has supported Blackwell Earthmoving at the
EKFB section of HS2, Skanska at the A428 Highways project and
Galliford Try for Thames Water initiatives.
Through our Hercules health
screening trailer, we offer an array of medical services which can
be tailored to the needs of our clients. Fitted out with a waiting
area and two private consultation rooms, we offer vision and
hearing tests, vaccinations, mental health support, safety-critical
medical assessments, heart and blood pressure monitoring, lung
function tests, and drug and alcohol testing. It also discreetly
monitors modern slavery concerns and serves as a platform to
enhance awareness of health and safety matters, fostering a culture
of proactive care and compliance. This on-site capability
eliminates the need for off-site visits by the workforce, thus
minimising disruption to site operations whilst at the same time
reducing the carbon footprint associated with workforce travel. As
the trailer embarks on another busy year, it underscores Hercules
commitment to improving wellbeing in construction.
Outlook
We enter 2025 with an excellent
foundation for further growth, having exceeded market expectations
and developed an array of accretive commercial workstreams which
will continue to expand our business and deliver additional revenue
and profits.
The first quarter of FY 2025 has
again been successful, with a strong pipeline of new business
across our divisions. Organic growth is also anticipated to be
delivered through the Construction Academy, as well as continued
development of our rail and white-collar labour supply offerings.
When combined with the continued growth we intend to achieve
through targeted acquisitions, we believe that the outlook for
Hercules in the infrastructure sector remains buoyant.
As we move through and beyond the
next reporting period, we will maintain that growth mindset which
has served us well over the past 17 years.
Brusk Korkmaz, Chief Executive Officer
10
January 2025
CHIEF FINANCIAL OFFICER'S REVIEW FOR THE YEAR ENDED 30
SEPTEMBER 2024
Introduction
This year we are now a group with
several subsidiaries, so the annual report is a consolidated one
for the first time. In addition to this, the proposed divestment of
the suction excavator services subsidiary requires us to
distinguish between continuing and discontinued operations. This we
have done in the key schedules and notes.
The Group made a pre tax profit on
continuing operations of £2.2m (2023 restated: £1.5m). Post tax on
continuing operations was £1.6m (2023 restated: £1.7m). The slight
reduction in these post tax profits was solely down to tax - a
deferred tax swing from a credit of £129k in 2023 to a debit £558k
in 2024, and a write off of £53k corporation tax from
2021.
As part of the proposed
divestment, we have taken an impairment charge of £2m as part of
the discontinued operations loss of £3.3m (2023: £0.9m loss)
anticipating the likely book loss on completion of the transaction.
This moved the "All operations" profit into a loss of £1.7m (2023:
£0.8m profit).
The year ended with inflation at
manageable levels, much improved on the situation a year ago.
Interest rates have in comparison not yet reduced in a similar
manner from their peak. Inflation may rise a little in FY2025, but
hopefully stabilise after that. Interest rates are unlikely to
return to their previous low levels, but we don't see this
affecting the level of work in the infrastructure sector in the
next decade.
We expect the increase in
employers national insurance contributions from April 2025 will be
covered mainly by clients, but there will be a relatively minor
additional cost in relation to office based management and
staff.
The Directors anticipate continued
growth for the Group driven by further significant investment in
infrastructure as outlined post election by the new UK
Government.
Financial Performance
In the year ended 30 September 2024,
revenue from continuing operations increased to £101.9m (2023:
£79.8m) representing a 28% increase year-on-year.
|
Year ended 30 September
|
|
|
|
2024
|
|
2023
|
|
|
|
£000
|
|
£000
|
Labour Supply
Civil Projects
|
|
|
84,125
17,535
|
|
63,818
15,656
|
Other
|
|
|
274
|
|
296
|
|
|
|
101,934
|
|
79,770
|
|
|
|
|
|
|
Discontinued operations
|
|
|
5,055
|
|
4,895
|
|
|
|
|
|
|
Total all operations
|
|
|
106,989
|
|
84,665
|
Adjusted EBITDA from continuing
operations (see below) - increased by 34% to £4.7m (2023:
£3.5m).
Net cash generated from operations
of £7.5m in the year (2023: £3.3m) and labour supply debtor days
reduced slightly to 39 (2023: 40) days.
Administrative costs from
continuing operations were £11.6m (2023: £11.6m). As expected, cost
levels have been kept under control following a few years of
increases driven by the need to build up the internal
infrastructure to support significant growth. Keeping control of
administrative costs has been a major achievement in
2024.
During the year on continuing operations the Company
delivered:
Pre-tax profit - increased 21% to
£2.2m (2023: £1.5m)
Pre-tax profit before exceptional
non-recurring items - increased by 33% to £2.4m (2023:
£1.8m)
Discontinued operations (suction excavator services
subsidiary):
The results of the suction
excavator business have been disclosed separately within these
accounts, and we have taken into account an expected book loss on
disposal of £2m, to reflect an impairment as at 30 September
2024.
This is included in the
discontinued operations line in the income statement.
|
Year ended
30 September
2024
|
Year ended
30 September
2023
|
|
£000
|
£000
|
|
|
|
Adjusted profit from continuing
operations
|
3,372
|
2,479
|
|
|
|
Added back
|
|
|
Depreciation &
amortisation
|
974
|
720
|
Research &
development
|
5
|
4
|
Loss on sales of assets
|
210
|
43
|
Exceptional items (see
below)
|
112
|
231
|
Share based payment
expense
|
38
|
29
|
|
|
|
Adjusted EBITDA from continuing operations
|
4,711
|
3,506
|
|
|
|
Discontinued operations
|
364
|
633
|
|
|
|
Adjusted EBITDA all operations
|
5,075
|
4,139
|
|
|
|
Exceptional items related to:
|
|
|
|
|
|
Acquisition costs
|
108
|
-
|
Employment settlement
|
9
|
7
|
HMRC Consultancy
|
19
|
7
|
Bad Debt
|
(17)
|
92
|
CID planning
|
-
|
37
|
Partnership preparation
|
-
|
17
|
Adjudication
|
(12)
|
71
|
Academy launch
|
5
|
-
|
Total
|
112
|
231
|
The Group categorises
non-operational and development costs such as those above as
exceptional.
Statement of Financial Position
As of 30 September 2024, the
Group's net assets were £11.7m (2023: £8.7m) of which £6.4m (2023:
£4.2m) were cash and cash equivalents.
Non-current assets at 30 September
2024 were £9.8m (2023: £20.8m). Current assets at 30 September 2024
were £25.9m (2023 (restated): £25.2m).
Net current assets at 30 September
2024 were £2.8m (2023 net assets: £1.5m).
The change in share premium in
2024 over 2023 reflects the net proceeds received from an issue of
new shares of £5.8m on 10 September 2024.
Group loans & borrowings were
£7.3m as at 30 September 2024 (2023: £10.0m). This is the balance
utilised on a working capital facility provided by IGF of £15m that
was introduced in November 2023.
Paul Wheatcroft, CFO
10 January 2025
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
|
|
|
|
|
Re-stated
|
|
|
|
Year ended
30 September
2024
|
|
Year ended
30 September
2023
|
Continuing operations
|
Note
|
|
|
£000
|
|
£000
|
Revenue
|
6
|
|
|
101,934
|
|
79,770
|
Cost of sales
|
|
|
|
(86,961)
|
|
(65,698)
|
Gross profit
|
|
|
|
14,973
|
|
14,072
|
Other operating income
|
7
|
|
|
-
|
|
10
|
Administrative expenses
|
|
|
|
(11,601)
|
|
(11,603)
|
Profit from operations
|
8
|
|
|
3,372
|
|
2,479
|
Finance income
|
|
|
|
59
|
|
-
|
Finance costs
|
12
|
|
|
(1,184)
|
|
(939)
|
Profit before tax expense
|
|
|
|
2,247
|
|
1,540
|
Tax (charge)/credit on
profit
|
13
|
|
|
(611)
|
|
129
|
Net profit for the year
|
|
|
|
1,636
|
|
1,669
|
Discontinued operations
Loss for the year
|
33
|
|
|
(3,307)
|
|
(899)
|
Total (loss)/profit for the year
|
|
|
|
(1,671)
|
|
770
|
Earnings/(loss) per share
Continuing operations
|
4
- basic & diluted
|
|
|
2.55p
|
|
2.74p
|
|
|
|
|
|
|
| |
There are no further items of
comprehensive income other than those shown above.
CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
|
|
|
|
|
Re-stated
|
|
|
|
|
30 September
2024
|
30 September
2023
|
|
Note
|
|
|
£000
|
£000
|
Non-current assets
|
|
|
|
|
|
Tangible assets
|
17
|
|
|
7,430
|
20,799
|
Intangible Assets
|
15
|
|
|
2,322
|
-
|
|
|
|
|
9,752
|
20,799
|
Current assets
|
|
|
|
|
|
Inventories
|
|
|
|
30
|
51
|
Trade and other
receivables
|
19
|
|
|
19,482
|
20,909
|
Current tax receivable
|
|
|
|
28
|
83
|
Cash and cash
equivalents
|
|
|
|
6,393
|
4,151
|
Total current assets
|
|
|
|
25,933
|
25,194
|
|
|
|
|
|
|
Disposal group assets held for resale
|
33
|
|
|
11,833
|
-
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
|
|
47,518
|
45,993
|
|
|
|
|
|
|
Equity and liabilities
|
|
|
|
|
|
Equity attributable to equity
holders of the parent
|
|
|
|
|
|
Share capital
|
25
|
|
|
75
|
62
|
Share premium
|
|
|
|
10,757
|
4,995
|
Other reserve
|
|
|
|
107
|
69
|
Retained earnings
|
|
|
|
769
|
3,531
|
Total equity
|
|
|
|
11,708
|
8,657
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
Deferred tax
liabilities
|
14
|
|
|
750
|
158
|
Deferred contingent
consideration
|
|
|
|
1,037
|
-
|
Lease liabilities
|
22
|
|
|
1,316
|
13,496
|
Total non-current liabilities
|
|
|
|
3,103
|
13,654
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
Trade and other
payables
|
20
|
|
|
11,755
|
10,233
|
Loans and borrowings
|
21
|
|
|
7,295
|
9,960
|
Lease liabilities
|
22
|
|
|
4,057
|
3,489
|
Total current liabilities
|
|
|
|
23,107
|
23,682
|
Disposal group liabilities held-for-sale
|
33
|
|
|
9,600
|
-
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
|
35,810
|
37,336
|
TOTAL EQUITY AND LIABILITIES
|
|
|
|
47,518
|
45,993
|
COMPANY STATEMENT OF FINANCIAL POSITION
|
|
|
|
|
|
|
30
September
2024
|
Restated
30
September
2023
|
|
Note
|
|
|
£000
|
£000
|
Non-current assets
|
|
|
|
|
|
Tangible assets
|
17
|
|
|
5,951
|
20,799
|
Investments in
subsidiaries
|
18
|
|
|
2,570
|
-
|
|
|
|
|
8,521
|
20,799
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
Inventories
|
|
|
|
30
|
51
|
Trade and other
receivables
|
19
|
|
|
19,137
|
20,909
|
Amounts owed by group
undertakings
|
|
|
|
283
|
-
|
Current tax receivable
|
|
|
|
28
|
83
|
Cash and cash
equivalents
|
|
|
|
6,163
|
4,151
|
Total current assets
|
|
|
|
25,641
|
25,194
|
|
|
|
|
|
|
Disposal group assets
held-for-sale (investment)
|
|
|
|
2,592
|
-
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
|
|
36,754
|
45,993
|
|
|
|
|
|
|
Equity and liabilities
|
|
|
|
|
|
Share capital
|
25
|
|
|
75
|
62
|
Share premium
|
|
|
|
10.757
|
4,995
|
Other reserves
|
|
|
|
107
|
69
|
Retained earnings
|
|
|
|
1,313
|
3,531
|
Total equity
|
|
|
|
12,252
|
8,657
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
Deferred tax
liabilities
|
14
|
|
|
764
|
158
|
Deferred contingent
consideration
|
|
|
|
1,037
|
-
|
Lease liabilities
|
22
|
|
|
1,021
|
13,496
|
Total non-current liabilities
|
|
|
|
2,822
|
13,654
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
Trade and other
payables
|
20
|
|
|
11,526
|
10,233
|
Loans and borrowings
|
21
|
|
|
7,295
|
9,960
|
Lease liabilities
|
22
|
|
|
2,859
|
3,489
|
Total current liabilities
|
|
|
|
21,680
|
23,682
|
TOTAL LIABILITIES
|
|
|
|
24,502
|
37,336
|
TOTAL EQUITY AND LIABILITIES
|
|
|
|
36,754
|
45,993
|
|
|
|
|
|
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
|
Share
capital
|
Share
premium
|
Share based payment
reserve
|
Retained
earnings
|
Total Shareholder's
equity
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
Balance at 1 October
2022
|
59
|
3,417
|
40
|
3,322
|
6,838
|
Total profit for the
year
|
-
|
-
|
-
|
770
|
770
|
Issue of shares
|
3
|
1,578
|
-
|
-
|
1,581
|
Share based payment
|
-
|
-
|
29
|
-
|
29
|
Dividends
|
-
|
-
|
-
|
(561)
|
(561)
|
|
|
|
|
|
|
Balance at 30 September
2023
|
62
|
4,995
|
69
|
3,531
|
8,657
|
Total profit for the
year
|
-
|
-
|
-
|
(1,671)
|
(1,671)
|
Issue of shares
|
13
|
5,762
|
-
|
-
|
5,775
|
Share based payment
|
-
|
-
|
38
|
-
|
38
|
Dividends
|
-
|
-
|
-
|
(1,091)
|
(1,091)
|
|
|
|
|
|
|
Balance at 30 September
2024
|
75
|
10,757
|
107
|
769
|
11,708
|
|
Share
capital
|
Share
premium
|
Share based payment
reserve
|
Retained
earnings
|
Total Shareholder's
equity
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
Balance at 1 October
2022
|
59
|
3,417
|
40
|
3,322
|
6,838
|
Total profit for the
year
|
-
|
-
|
-
|
770
|
770
|
Issue of shares
|
3
|
1,578
|
-
|
-
|
1,581
|
Share based payment
|
-
|
-
|
29
|
-
|
29
|
Dividends
|
-
|
-
|
-
|
(561)
|
(561)
|
|
|
|
|
|
|
Balance at 30 September
2023
|
62
|
4,995
|
69
|
3,531
|
8,657
|
Total profit for the
year
|
-
|
-
|
-
|
(1,671)
|
(1,671)
|
Issue of shares
|
13
|
5,762
|
-
|
-
|
5,775
|
Share based payment
|
-
|
-
|
38
|
-
|
38
|
Dividends
|
-
|
-
|
-
|
(1,091)
|
(1,091)
|
|
|
|
|
|
|
Balance at 30 September
2024
|
75
|
10,757
|
107
|
769
|
11,708
|
Share premium represents the
amount raised on the proceeds of share issues in excess of the par
value of those shares, net of issue costs.
The share-based payment reserve
represents the accumulated entries to equity arising from the
recognition of share-based payments in accordance with IFRS
2.
Retained earnings represent the
accumulated profits and losses of the Group, less distributions,
and similar items, since its incorporation.
Dividends were paid to the
Company's shareholders during the year in two instalments - in
March 2024 and August 2024. The first was a final dividend for the
year ended 30 September 2023 of £710,000, 1.12p per share (FY 2022:
£187,575), and the second an interim dividend for the year ended 30
September 2024 of £381,000, 0.06p per share (interim 2023:
£374,568).
Hercules acquired 60% of
FutureBuild Recruitment Ltd in November 2023. However, due to the
nature of the acquisition and its associated partnership agreement,
the acquisition has been treated in these accounts as 100%. This is
the first partnership arrangement (which kicks in following the
acquisition) the Group has entered in to, and it is cash
generative.
COMPANY STATEMENT OF CHANGES IN EQUITY
|
Share
capital
|
Share premium
account
|
Share based payment
reserve
|
Retained
earnings
|
Total
equity
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
Balance at 1 October
2022
|
59
|
3,417
|
40
|
3,322
|
6,838
|
Profit for the year
|
-
|
-
|
-
|
770
|
770
|
Issue of shares
|
3
|
1,578
|
-
|
-
|
1,581
|
Share based payment
|
-
|
-
|
29
|
|
29
|
Dividends
|
-
|
-
|
-
|
(561)
|
(561)
|
Balance at 30 September
2023
|
62
|
4,995
|
69
|
3,531
|
8,657
|
Loss for the year
|
-
|
-
|
-
|
(1,127)
|
(1,127)
|
Issue of shares
|
13
|
5,762
|
-
|
-
|
5,775
|
Share based payment
|
-
|
-
|
38
|
-
|
38
|
Dividends payable
|
-
|
-
|
-
|
(1,091)
|
(1,091)
|
Balance at 30 September
2024
|
75
|
10,757
|
107
|
1,313
|
12,252
|
CONSOLIDATED STATEMENT OF CASH FLOWS
|
|
|
|
|
|
|
|
Year ended 30
September
|
Year ended 30
September
|
|
Note
|
|
|
Re-stated
|
|
|
|
2024
|
2023
|
|
|
|
£000
|
£000
|
Cash flows from operating activities:
|
|
|
|
|
Profit after taxation on
continuing operations
|
|
|
1,636
|
1,669
|
Taxation
Charge/(credit)
|
|
|
611
|
(128)
|
Finance income
|
|
|
(59)
|
-
|
Finance costs
|
|
|
1,184
|
938
|
Share based payment
charge
|
26
|
|
38
|
29
|
Depreciation of property plant and
equipment
|
|
|
941
|
795
|
Impairment of intangible
assets
|
|
|
33
|
-
|
Loss on disposal of Tangible
assets
|
16
|
|
201
|
43
|
(Increase)/decrease in
inventories
|
|
|
(4)
|
1
|
Decrease/(Increase) in trade and
other receivables
|
|
|
1,408
|
(4,692)
|
Increase in trade and other
payables and provisions
|
|
|
1,481
|
4,612
|
|
|
|
|
|
Net operating cashflows generated from continuing
operations
|
|
|
7,470
|
3,267
|
Net operating cashflows (used
in)/generated from discontinued operations
|
|
|
(1,396)
|
559
|
Net cashflow generated from/(used in) operating
activities
|
|
|
6,074
|
3,826
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
Purchase of tangible
assets
|
|
|
(327)
|
(63)
|
Proceeds from disposal of tangible
assets
|
|
|
119
|
172
|
Acquisition of subsidiaries (net
of cash acquired)
|
|
|
(1,188)
|
-
|
Interest received
|
|
|
59
|
-
|
|
|
|
|
|
Net investing cashflows (used in)/generated from continuing
operations
|
|
|
(1,337)
|
109
|
Net investing cashflows (used
in)/generated from discontinued operations
|
|
|
(76)
|
(317)
|
Net cashflow (used in) investing activities
|
|
|
(1,413)
|
(208)
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
Payment of lease
liabilities
|
|
|
(1,522)
|
(1,838)
|
Interest paid
|
12
|
|
(934)
|
(726)
|
Net cash flows (to)/from invoice
discounting facility
|
|
|
(2,665)
|
3,431
|
Dividends paid
|
|
|
(1,091)
|
(562)
|
Net proceeds from issues of
shares
|
|
|
5,773
|
1582
|
|
|
|
|
|
Net financing cashflows (used in)/generated from continuing
operations
|
|
|
(439)
|
1,887
|
Net investing cashflows (used in)
discontinued operations
|
|
|
(1,679)
|
(2,565)
|
Net cashflows (used in) financing
activities
|
|
|
(2,118)
|
(678)
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
2,543
|
2,940
|
|
|
|
|
|
Cash and cash equivalents at the
start of the year
|
|
|
4,151
|
1,211
|
|
|
|
|
|
Cash and cash equivalents at the end of the
year
|
|
|
6,694
|
4,151
|
|
|
|
|
|
Cash in discontinued
operations
|
|
|
(301)
|
-
|
|
|
|
|
|
Cash and cash equivalents in continuing operations at end of
year
|
|
|
6,393
|
4,151
|
COMPANY STATEMENT OF CASH FLOWS
|
|
|
|
|
|
|
|
Year ended 30
September
|
Year ended 30
September
|
|
|
|
|
Re-stated
|
|
Note
|
|
2024
|
2023
|
|
|
|
£000
|
£000
|
|
|
|
|
|
Cash flows from operating activities:
|
|
|
|
|
Profit/(Loss) after
taxation
|
|
|
(1,126)
|
1,669
|
Taxation
Charge/(credit)
|
|
|
725
|
(128)
|
Finance income
|
|
|
(59)
|
-
|
Finance costs
|
|
|
1,095
|
938
|
Share based payment
charge
|
26
|
|
38
|
29
|
Depreciation of property plant and
equipment
|
|
|
767
|
795
|
(Profit)/loss on disposal of
Tangible assets
|
|
|
(223)
|
43
|
(Increase)/decrease in
inventories
|
|
|
(4)
|
1
|
Decrease/(Increase) in trade and
other receivables
|
|
|
1,404
|
(4,692)
|
Increase in trade and other
payables and provisions
|
|
|
1,400
|
4,612
|
|
|
|
|
|
Net cashflow generated from/(used in) operating
activities
|
|
|
4,013
|
3,826
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
Purchase of tangible
assets
|
|
|
(394)
|
(63)
|
Proceeds from disposal of tangible
assets
|
|
|
530
|
172
|
Acquisition of subsidiaries (net
of cash acquired)
|
|
|
(2,037)
|
-
|
Interest received
|
|
|
59
|
-
|
|
|
|
|
|
Net cashflow (used in) investing activities
|
|
|
(1,842)
|
(208)
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
Payment of lease
liabilities
|
|
|
(1,259)
|
(1,838)
|
Interest paid
|
12
|
|
(921)
|
(726)
|
Net cash flows (to)/from invoice
discounting facility
|
|
|
(2,665)
|
3,431
|
Dividends paid
|
|
|
(1,091)
|
(562)
|
Net proceeds from issues of
shares
|
|
|
5,773
|
1582
|
|
|
|
|
|
Net cashflow (used in) financing activities
|
|
|
(163)
|
(678)
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
2,012
|
2,940
|
|
|
|
|
|
Cash and cash equivalents at the
start of the year
|
|
|
4,151
|
1,211
|
|
|
|
|
|
Cash and cash equivalents at the end of the
year
|
|
|
6,163
|
4,151
|
|
|
|
|
|
|
|
|
|
|
NOTES TO THE FINANCIAL STATEMENTS
Net
debt
Group
FY2023- FY2024
|
At 30 September
2023
£000
|
Cash flow
£000
|
Non-cash
movement
£000
|
Reclassification to disposal
group
£000
|
At 30 September
2024
£000
|
Cash and cash equivalents
|
|
|
Cash
|
4,151
|
2,543
|
-
|
(301)
|
6,393
|
Debt
|
|
|
Bank loans
|
(9,960)
|
2,790
|
-
|
(125)
|
(7,295)
|
Lease liabilities
|
(16,985)
|
3,603
|
(1,357)
|
9,366
|
(5,373)
|
Financing liabilities
|
(26,945)
|
6,393
|
(1,357)
|
9,241
|
(12,668)
|
Net
debt
|
(22,794)
|
8,936
|
(1,357)
|
8,940
|
(6,275)
|
Non-cash movements
represent new liabilities and finance charges recognised under IFRS
16 in respect of leases.
FY2022- FY2023
|
At 30 September
2022
£000
|
Cash flow
£000
|
Non-cash
movement
£000
|
At 30 September
2023
£000
|
Cash and cash equivalents
|
|
|
Cash
|
1,212
|
2,940
|
-
|
4,151
|
Debt
|
|
|
Bank loans
|
(6,529)
|
(3,431)
|
-
|
(9,960)
|
Lease liabilities
|
(12,931)
|
4,403
|
(8,457)
|
(16,985)
|
Financing liabilities
|
(19,460)
|
972
|
(8,457)
|
(26,945)
|
Net
debt
|
(18,248)
|
3,912
|
(8,457)
|
(22,794)
|
Non-cash movements represent new
liabilities and finance charges recognised under IFRS 16 in respect
of leases.
Company
FY2023- FY2024
|
At 30 September
2023
£000
|
Cash flow
£000
|
Non-cash
movement
£000
|
At 30 September
2024
£000
|
Cash and cash equivalents
|
|
|
Cash
|
4,151
|
2,012
|
-
|
6,163
|
Debt
|
|
|
Bank loans
|
(9,960)
|
2,665
|
-
|
(7,295)
|
Lease liabilities
|
(16,985)
|
1,259
|
11,846
|
(3,880)
|
Financing liabilities
|
(26,945)
|
3,924
|
11,846
|
(11,175)
|
Net
debt
|
(22,794)
|
5,936
|
11,846
|
(5,012)
|
Non-cash movements
represent new liabilities and finance charges recognised under IFRS
16 in respect of leases.
FY2022- FY2023
|
At 30 September
2022
£000
|
Cash flow
£000
|
Non-cash
movement
£000
|
At 30 September
2023
£000
|
Cash and cash equivalents
|
|
|
Cash
|
1,212
|
2,940
|
-
|
4,151
|
Debt
|
|
|
Bank loans
|
(6,529)
|
(3,431)
|
-
|
(9,960)
|
Lease liabilities
|
(12,931)
|
4,403
|
(8,457)
|
(16,985)
|
Financing liabilities
|
(19,460)
|
972
|
(8,457)
|
(26,945)
|
Net
debt
|
(18,248)
|
3,912
|
(8,457)
|
(22,794)
|
Non-cash movements
represent new liabilities and finance charges recognised under IFRS
16 in respect of leases.
1
General
Information
The Group incorporates a number of
companies owned by Hercules Site Services plc, all limited by share
capital incorporated and domiciled in England and Wales. The principal activity of the Group is that of
general construction and civil engineering.
The address of its registered
office and principal place of business is:
Hercules Court
Lakeside Business Park
South Cerney
Cirencester
GL7 5XZ
2
Summary of significant accounting
policies
Statement of
compliance
The financial statements have been
prepared in accordance with UK-adopted international accounting
standards.
Summary of significant accounting
policies and key accounting estimates
The principal accounting policies
applied in the preparation of the financial statements are set out
below. These policies have been consistently applied to all the
years presented, unless otherwise stated.
Basis of preparation
The financial statements have been
prepared on the following basis:
· The financial information for the Group for the years ended
30 September 2023 and 30 September 2024;
· Using the historical cost convention except for, where
disclosed in the accounting policies, certain items shown at fair
value.
The financial statements are
presented in Pounds Sterling, being the functional currency of the
Group. The preparation of the financial statements in conformity
with IFRS requires the use of certain critical accounting
estimates. It also requires management to exercise its judgement in
the process of applying the Group's accounting policies.
These are disclosed in note 3.
Changes in accounting policy and
disclosures
(a) New and amended accounting
standards
New Standards applicable for the
year were as follows:
-
IFRS 17 Insurance Contracts (1 January
2023)
-
Amendments to IAS 1 and IFRS Practice Statement
2: Disclosure of Accounting Policies (1 January 2023)
-
Amendments to IAS 8 : Definition of Accounting
Estimates (1 January 2023)
-
Amendments to IAS 12 : Deferred Tax related to
Assets and Liabilities arising from a Single Transaction (1 January
2023)
None of these amendments to
Standards had a material impact on the Group's results for the
year.
(b) Future standards
At the date of authorisation of
the financial statements, the Group has not early adopted the
following amendments to Standards and Interpretations that have
been issued but are not yet effective:
-
Amendments to IFRS 16 : Lease Liability in a Sale
and Leaseback (1 January 2024)
-
Amendments to IAS 1 : Non-current Liabilities
with Covenants (1 January 2024)
-
Amendments to IAS 12 : International tax
reform (1 January 2023 for disclosure
requirements)
-
Amendments to IAS 7 and IFRS 7 Supplier Finance
(1 January 2024)
-
Amendments to IAS 21 : Lack of Exchangeability (1
January 2025)
-
Amendments to IFRS 9 and 7: Classification and
Measurement of Financial Instruments (1 January 2026)
-
IFRS S1: General requirements for disclosure of
sustainability related financial information (1 January 2024) not
yet endorsed for use in the UK
-
IFRS S2: Climate related financial disclosures (1
January 2024) not yet endorsed for use in the UK
-
IFRS 18: Presentation and Disclosure in financial
statements (1 January 2027)
-
IFRS 19: Subsidiaries without Public
Accountability: Disclosures (1 January 2027)
These Standards and amendments are
effective from accounting periods beginning on or after the dates
shown above. The directors do not expect any material impact as a
result of adopting the standards and amendments listed above in the
financial year they become effective.
Going concern
The directors have prepared a core
forecast up to January 2026 using prudent assumptions, and assuming
the Group will continue as a going concern. Under the going concern
assumption, an entity is ordinarily viewed as continuing in
business for the foreseeable future. In assessing whether the going
concern assumption is appropriate, management has considered the
Group's existing working capital and management are of the opinion
that the Group has adequate resources to undertake its planned
programme of activities for a period of at least 12 months from the
date of approval of these financial statements. The Group's new working capital facility is now capped at
£15m (but the directors believe could be extended if required) and
is on a 3 month notice period on either side. A good relationship
exists between the Group and the provider; therefore, the Directors
do not believe the facility will be terminated within the going
concern assessment period.
The directors have undertaken
assessments of revenue streams from key contracts, growth in
several areas, overheads, cash levels, cash facilities where
required, tax projections etc. This core scenario provides a very
healthy view of the Group's cash position. A further "poor"
scenario test with 5% lower sales than FY2024, and margins reduced
below FY2024 levels by 2.3% still provides sufficient (but reduced)
cash levels in the 12 months ahead. This is before considering
likely mitigating actions (overhead reductions etc) the Group would
take should such an unlikely scenario become reality.
The Group increased its turnover by 28% in the year and exceeded
its forecast turnover and EBITDA. The Group is one of six labour
suppliers selected for the Northern Section of HS2 (Birmingham
section), which is currently the largest construction project in
Europe. This will continue to underpin and grow turnover over the
next few years. In addition, the Group raised funds to purchase
another fourteen suction excavators, which further boosted turnover
from discontinued operations. Civil projects are expected to be
similarly busy, due to the requirements of AMP7 being squeezed into
three years rather than five, and the well documented pressures on
the water industry.
Based on the current status, the
Directors have a reasonable expectation that the Group
will
be able to execute its plans in the medium term such that the Group
will have adequate resources to continue in operational existence
for the foreseeable future. This provides the Directors with
assurance on the Group's ability to continue as a going concern, and therefore adopt the
going concern basis of accounting in preparing the annual financial statements. Cash at the end of FY2024 was
£6.4m (FY2023 £4.2m), as a considerable increase in
liquidity
has been achieved during the year
following the significant equity fund raise September 2024.
Following the fund raise in September 2024, a
further 4,467,215 ordinary shares of 0.1p were issued at 49.5 pence
per share, raising gross proceeds of £2,211k. The ordinary shares
have attached to them full voting, dividend and capital
distribution rights (including on winding up). They do not confer
any right of redemption.
Basis of
consolidation
The Consolidated financial statements consolidate the financial statements of the Group and
its subsidiary undertakings drawn up to 30 September
2024.
As permitted by section 408 of the
Companies Act 2006, no profit and loss account is presented for the
Company.
A subsidiary is an entity
controlled by the Group. Subsidiaries are
fully consolidated from the date on which control is transferred to
the Group or, if created directly, the
subsidiary has been incorporated. The Group
obtains control over an entity when it has:
a) power over
the entity
b) exposure, or
rights, to variable returns from its involvement with the
entity
c) the ability
to use its power over the entity to affect the amount of the
Group's returns
Where applicable, the results of
subsidiaries acquired during the period are included in the
consolidated statement of comprehensive income from the effective date of acquisition. Where necessary,
adjustments are made to the financial statements of subsidiaries to
bring their accounting policies into line with those used by the
Group.
The acquisition method of
accounting is used to account for business combinations that result
in the acquisition of subsidiaries by the Group. The cost of a
business combination is measured as the fair value of the assets
given, equity instruments issued, and liabilities incurred or
assumed at the date of exchange. Identifiable assets acquired,
liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the
acquisition date. Any excess of the cost of the business
combination over the acquirer's interest in the net fair
value of the identifiable assets,
liabilities and contingent liabilities recognised is recorded as
goodwill. No goodwill has arisen on
consolidation of subsidiaries.
Inter-Group transactions,
balances, and unrealised gains on transactions between the Group
and its subsidiaries, which are related parties, are eliminated in
full.
Segmental reporting
Operating segments are reported in
a manner consistent with the internal reporting provided to the
chief operating decision-maker. The chief operating decision-maker,
who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the
executive directors that make strategic decisions. The Group
operates from one location but, in the Directors' opinion, has
three reportable segments: Labour supply, civil projects, and other
activities.
Revenue
Revenue arises from the provision
of construction and civil engineering
services under fixed price contracts. Contract duration can vary
and can range from the supply of labour only to the provision of
fully managed construction and engineering projects. Where
variations are requested, prices are agreed as soon as practically
possible. Variations are exactly that - changes or additions to
initial requests. Discounts, rebates, refunds, credits, price
concessions, incentives, performance bonuses, penalties are rarely
encountered, but if any of them are, they are not
material.
To determine whether to recognise
revenue, the Group follows the 5-step process as set out within
IFRS 15:
1. Identifying
the contract with a customer
2. Identifying
the performance obligations
3. Determining
the transaction price
4. Allocating
the transaction price to the performance obligations
5. Recognising
revenue when/as performance obligation(s) are satisfied
Certain fixed price contracts span
more than one accounting period and can have a duration of more
than one year. The Group's accounting policies for these projects
require revenue and costs to be allocated to individual accounting
periods and the consequent recognition at period-end of contract
assets or liabilities for projects still in progress. Management
apply judgement in estimating the total revenue and total costs
expected on each project. Such estimates are revised as a project
progresses to reflect the current status of the project and the
latest information available to management. The project teams
regularly review contract progress to ensure the latest estimates
are appropriate. The carrying amounts of contract assets and
liabilities are stated in Note 19.
The key judgements and policies in
respect of revenue from the Group's various activities are
described further below.
Labour Supply
This represents the provision of
labour to customers. The amount of revenue is based on agreed
contractual hourly rates with customers. The customer
simultaneously receives and consumes the benefits provided by the
Group's performance under these contracts and the performance
obligation (being the provision of labour) is therefore satisfied
over time. In the majority of cases, the Group invoices customers
monthly in arrears for the hours of labour supplied during that
month. Amounts invoiced but unpaid at the balance sheet date are
included within trade receivables.
In some cases, the monthly invoice
will not correspond with a calendar month, and the Group is
therefore required to include an amount within contract assets in
the Statement of Financial Position, for revenue relating to
periods for which labour has been provided but not yet
invoiced.
Civil Projects
This represents work performed
under contracts with customers to undertake construction and/or
civil engineering works. These contracts contain several
individually identified services. However, the directors consider
that the services being provided are highly interdependent and
interrelated and therefore should not be considered to be separate
performance obligations under IFRS 15. Furthermore, the services
provided by the Group either enhance an asset that the customer
controls and/or do not create an asset with alternative use to the
Group and there is an enforceable right to payment for performance
completed to date. The Group therefore considers the delivery under
these contracts to be a single performance obligation that is
satisfied over time.
Each contract has its own assessed
view. Contract modifications are recognised when the Group
considers that they have been approved. The estimation of final
contract value includes the assessment of the recovery of
variations, claims, and compensation events. The estimate
made is constrained in accordance with IFRS 15 so that it is highly
probable not to result in a significant reversal of revenue in the
future. Where the change in scope results in an increase to the
work to be performed that is distinct and reflects the stand-alone
selling price of the good/service, it is treated as a separate
contract.
Under these contracts, the Group
produces a monthly 'application' to the customer detailing the work
performed to date and requesting payment accordingly. Within a
period of one to two months (in the majority of cases) the customer
will confirm agreement to the 'application' and remit the necessary
funds to the Group. Historically, the Group's experience is that
instances of customers materially disagreeing with the
'application' are rare and that this is therefore a reliable method
by which to recognise revenue earned ("output method"). There have
been no new 'output' method projects started since March 2021, and
internal valuations made under this method in the year ending 30
September 2023 would not change the position in any material
way.
At the balance sheet date, the
Group includes a balance in receivables for the amount of revenue
receivable on contracts based on the work performed. The Group used
the output method for all projects still in operation at the end of
March 2021 (until those projects are completed), but all new
projects since then use the input method, based on costs incurred
to date, to estimate the amount of revenue earned and includes an
amount in contract assets within receivables. The input method is
based on costs incurred at the balance sheet date compared to
expected costs to be incurred throughout the life of the
contract.
Other
Revenue from the sale of software
products is recognised at a point in time, being when the software
is delivered to the end customer. Likewise, the revenue from the
health trailer (where nursing services are provided) is recognised,
at a point in time, when the services have been delivered to the
end customer. Payment terms are typically 30 days.
Other operating
income
Work done for Hercules Real Estate
Ltd and reclaims of training costs from ex employees are included
here, but are only applicable for FY2023.
Taxation
The tax expense or credit for the
period comprises current and deferred tax. Tax is recognised in the
income statement, except that a change attributable to an item of
income or expense recognised as other comprehensive income is also
recognised directly in other comprehensive income.
The current tax charge or credit
is calculated on the basis of tax rates and laws that have been
enacted or substantively enacted by the reporting date in the
United Kingdom, where the Group operates and generates taxable
income.
Deferred tax is recognised on
temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements
and on unused tax losses or tax credits available to the Group.
Deferred tax is determined using tax rates and laws that have been
enacted or substantively enacted by the reporting date and that are
expected to apply in the period when the liability is settled, or
the asset realised.
Deferred tax assets are recognised
to the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be
utilised. The carrying amounts of deferred tax assets are reviewed
at each reporting date and a valuation allowance is set up against
deferred tax assets so that the net carrying amount equals the
highest amount that is more likely than not to be recovered based
on current or future taxable profit.
Deferred tax assets and
liabilities are only offset against each other when there is a
legally enforceable right to set off current taxation assets
against current taxation liabilities and the deferred tax assets
and liabilities relate to income taxes levied by the same tax
authority on either (a) the same taxable entity, or (b) different
taxable entities which intend to settle these on a net basis, or to
realise the assets and settle the liabilities simultaneously.
In the Group's accounts all taxes are levied by H M Revenue and
Customs. Management reviews the offset of deferred tax assets
and liabilities to ensure such an offset is
appropriate.
Tangible assets
Property, plant, and equipment is stated in the statement of financial
position at cost, less any subsequent accumulated depreciation and
subsequent accumulated impairment losses.
The cost of property, plant and equipment includes directly
attributable incremental costs incurred in its acquisition and
installation.
Depreciation
Depreciation is charged so as to
write off the cost of assets over their estimated useful lives, as
follows:
Asset
class
Depreciation method and rate
Plant and
machinery
10% reducing balance
Fixtures, fittings and
equipment
20% reducing balance
Right-of-use
assets
Cars
Straight line over the term of the lease
Vans
10% reducing balance
Property
Straight line over the term of the lease
Plant & Machinery 8.3%
reducing balance
Intangible assets
Goodwill arises on business
acquisitions and represents the excess of the cost of the
acquisition over the Group's interest in the net fair value of the
identifiable assets, liabilities and contingent liabilities of the
entity recognised at the date of acquisition. Goodwill is
initially recognised as an asset at cost and is subsequently
measured at cost
less accumulated impairment
losses. Goodwill is held in the currency of the acquired
entity and revalued to the closing rate at each reporting period
date. Negative goodwill arising on an acquisition is recognised on
the face of the balance sheet on the acquisition date and
subsequently the excess up to the fair value of non-monetary assets
acquired is recognised in profit or loss in the periods in which
the non-monetary assets are recovered.
No amortisation is provided on
goodwill in FY2024, but amortisation of some intangible assets
(arising on the acquisition of Future Build) has been included.
This is the brand, and is being amortised over 10 years.
Impairment of non-financial
assets
For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there
are separately independent cash inflows (CGU). All non-financial
assets or CGUs are tested for impairment whenever events or changes
in circumstances indicate that the carrying amount may not be
recoverable.
An impairment charge is recognised
for the amount by which the assets or CGUs carrying amount exceeds
its recoverable amount. The recoverable amount is the higher of
fair value, reflecting market conditions less costs to sell, and
value in use. All assets are subsequently reassessed for
indications that an impairment loss previously recognised may no
longer exist. Value in use is assessed by discounting the estimated
future cash flows that the asset is expected to generate throughout
its useful life.
Discontinued operations
Hercules has decided to dispose of
its suction excavator services business. This disposal meets the
definition of a discontinued operation as stipulated by IFRS 5.
Based on the expected net proceeds of sale the group made an
impairment charge of £2m in FY2024.
Financial instruments
The Group classifies financial
instruments, or their component parts, on initial recognition as a
financial asset, a financial liability, or an equity instrument in
accordance with the substance of the underlying contractual
arrangement. Financial instruments are recognised on the date when
the Group becomes a party to the contractual provisions of the
instrument. Most financial instruments are initially recognised at
fair value. Trade receivables are held in order to collect the
contractual cash flows and are initially measured at the
transaction price as defined in IFRS 15. Financial instruments
cease to be recognised at the date when the Group ceases to be
party to the contractual provisions of the instrument.
Financial assets are included on
the balance sheet as trade and other receivables or cash and cash
equivalents. Financial liabilities include borrowings, trade
payables and accruals.
(a) Trade receivables
Trade receivables are amounts due
from customers for services performed in the ordinary course of
business. They are recognised initially at the amount of
consideration that is unconditional. The Group holds the trade
receivables with the objective of collecting the contractual cash
flows and therefore measures them subsequently at amortised cost
using the effective interest method, less provision for impairment.
A provision for impairment of trade receivables is established
based on the expected credit loss. The Group applies the IFRS 9
simplified approach to measure expected credit losses that uses a
lifetime expected loss allowance for all trade receivables, which
are grouped based on shared credit risk characteristics and the
days past due. The amount of the provision is recognised in the
balance sheet within trade receivables. Movements in the provision
are recognised in the profit and loss account in administrative
expenses. Any change in their value through impairment or reversal
of impairment is recognised in the income statement. Default is
defined as non-payment - there is no specific write off policy, but
disputes are settled by discussion as is common in the
industry.
(b) Cash and cash equivalents
Cash and cash equivalents comprise
cash on hand and call deposits, and other short-term highly liquid
investments that have a maturity date of 3 months or less, are
readily convertible to a known amount of cash and are subject to an
insignificant risk of change in value.
(c)
Borrowings
All borrowings are initially
recorded at fair value. Borrowings are subsequently carried at amortised cost,
with the difference between the proceeds, net of transaction costs,
and the amount due on redemption being recognised as a charge to
the income statement over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective
interest method and is included in finance costs.
Borrowings are classified as
current liabilities unless the Group has an unconditional right to
defer settlement of the liability for at least 12 months after the
reporting date.
(d) Trade
payables
Trade payables are obligations to pay for goods or services that
have been acquired in the ordinary course of business from
suppliers. Accounts payable are classified as current liabilities
if the Group does not have an unconditional right, at the end of
the reporting period, to defer settlement of the creditor for at
least twelve
months after the reporting date.
If there is an unconditional right to defer settlement for at least
twelve months after the reporting date, they are presented as
non-current liabilities. Trade payables are recognised initially at
fair value, and all are repayable within one year and hence are
included at the undiscounted amount of cash expected to be
paid.
(e) Contract
assets
A contract asset is recognised
within receivables where the Group has earned the right to revenue
through performance under contracts. Contract assets are also
potentially subject to credit losses and are therefore subject to a
provision for expected credit losses in the same way as trade
receivables as described above.
(f) Leases
The Group as lessee
Short term leases (up to one year)
or leases of low value (up to £500) are recognised as an expense on
a straight-line basis over the term of the lease.
The Group recognises right-of-use
assets under lease agreements in which it is the lessee. The
underlying assets comprise property, plant and machinery and motor
vehicles, and are used in the normal course of business. The
right-of-use assets comprise the initial measurement of the
corresponding lease liability payments made at or before the
commencement day as well as any initial direct costs and an
estimate of costs to be incurred in dismantling the
asset. Lease incentives are deducted from the cost of the right-of-use
asset. The corresponding lease liability is included in the
statement of financial position as a lease liability.
The right-of-use asset is
depreciated on a straight-line basis over shorter of the asset's
useful life and the lease term and where impairment indicators
exist, the right of use asset will be assessed for
impairment.
The lease liability shall
initially be measured at the present value of the lease payments
that are not paid at that date, discounted using the rate implicit
in the lease or, where this cannot be determined, the Group's
incremental borrowing rate. The lease liability is subsequently
measured by increasing the carrying amount to reflect interest on
the lease liability (application of the effective interest method)
and by reducing the carrying amount to reflect the lease payments
made. No lease modification or reassessment changes have been
made during the reporting period from changes in any lease terms or
rent charges.
Provisions
Provisions are recognised when the
Group has a present obligation (legal or constructive) as a result
of a past event, it is probable that the
Group will be required to settle that obligation and a reliable
estimate can be made of the amount of the obligation.
Provisions are measured at the
directors' best estimate of the expenditure required to settle the
obligation at the reporting date and are discounted to present
value where the effect is material.
Share capital
Ordinary shares are classified as
equity. Equity instruments are measured at
the fair value of the cash or other resources received or
receivable, net of the direct costs of issuing the equity
instruments. If payment is deferred and the time value of money is
material, the initial measurement is on a present value
basis.
Defined contribution pension
obligation
A defined contribution plan is a
pension plan under which fixed contributions are paid into a
pension fund and the Group has no legal or constructive obligation
to pay further contributions even if the fund does not hold
sufficient assets to pay all employees the benefits relating to
employee service in the current and prior periods.
Contributions to defined
contribution plans are recognised as employee benefit expense when
they are due. If contribution payments exceed the contribution due
for service, the excess is recognised as a prepayment.
Share-based payment
The Group applies IFRS 2 to
share-based payments. The Group operates a share-based payment
compensation plan, under which the entity grants key employees the
option to purchase shares in Hercules Site Services Plc at a
specified price maintained for a certain duration. The Group has
also issued warrants to certain key suppliers with similar
characteristics which are accounted for in the same way as the
options.
The fair value of the services
received in exchange for the grant of the options is recognised as
an expense. The total amount to be expensed is determined by
reference to the fair value of the options granted:
• including any market performance conditions (e.g. an entity's
share price);
• excluding the impact of any service and non-market
performance vesting conditions (e.g. profitability, sales growth
targets and remaining an employee of the entity over a specified
time period), and
• including the impact of any non-vesting conditions (e.g. the
requirement for employees to save).
Non-market performance and service
conditions are included in assumptions about the number of options
that are expected to vest. The total expense is recognised over the
vesting period, which is the period over which all of the specified
vesting conditions are to be satisfied. At the end of each
financial period, the Group revises its estimates
of the number of options that are
expected to vest based on the non-market vesting conditions. It
recognises the impact of the revision to original estimates, if
any, in the Consolidated Statement of Comprehensive Income, with a
corresponding adjustment to equity. When the options are exercised,
and the Group issues new shares to meet that obligation, the
proceeds received net of any directly attributable transaction
costs are credited to share capital (nominal value) and share
premium.
3
Critical accounting judgements and
key sources of estimation uncertainty
In the application of the Group's
accounting policies, management is
required to make
judgements, estimates and assumptions about the carrying value of
assets and liabilities that are not readily apparent from other
sources. The estimates and underlying assumptions are based on
historical experience and other factors that are considered to be
relevant. Actual results may differ from these estimates. The
estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognised in the
period in which the estimate
is revised if the revision affects
only that period, or in the period of revision and future periods
if the revision affects both current and future periods. The key
sources of estimation uncertainty that have a significant effect on
the amounts recognised in the financial statements are described
below. The impact of climate
change are at present considered to be not
material.
The Group has considered the nature
of the estimates involved in deriving balances on long term
contracts, and concluded that it is possible that outcomes within
the next financial year may be different from the Group's
assumptions applied as at 30 September 2024 and could require an
adjustment (but not considered to be material) to the carrying
amounts of these assets and liabilities in the next financial year.
However, due to the level of
uncertainty, combination of cost and income
variables and timing across the Group's portfolio of contracts at
different stages of their contract life, it is impracticable to
provide a quantitative analysis of the aggregated judgements that
are applied at a portfolio level.
Key
judgements
Lease discount rate
IFRS 16 requires the carrying
value lease liabilities and the corresponding right of use assets
to be calculated using the net present value of future lease
payments. This calculation inherently requires a discount rate to
be applied, which requires judgement. The Directors have used the
Group's incremental borrowing rate for property leases where the
rate implicit in the lease cannot be determined. The incremental
borrowing rate applied is based on the interest rate applied to the
bank loan disclosed in note 24.
Key sources of estimation
uncertainty
Revenue recognition (Civil projects)
In order to determine the profit
and loss that the Group is able to recognise on its Civil projects
in the accounting period, the Group has to estimate the total costs
expected to be incurred under each project. While the costs
incurred to date are known, the estimation of costs to complete for
each project requires judgement. Management assesses the degree of
completion by measuring the value of costs incurred as a percentage
of the estimated total costs of the project. This is considered the
most appropriate measure of completion of projects as revenue is
invoiced based on the value of work performed. This represents an
'input method' under IFRS 15. Such estimates are revised as a
project progresses to reflect the current status of the project and
the latest information available to management. The project teams
regularly review contract progress to ensure the latest estimates
are appropriate. Further information is disclosed in note 2 under
'Revenue' and the carrying amounts of contract assets are stated in
Note 6. There will always be some estimation uncertainty in the
recognition of revenue owing to the estimate of cost to
complete.
The Group recognises recoveries of
claims from clients as revenue where clear entitlement has been
established, such as through dispute-resolution processes. This
includes the recovery of costs (such as delays to the contract
programme) to the extent it is highly probable not to result in a
significant reversal of revenue in the future.
Impairment of intangible assets
The group has goodwill arising on
a business combination. The group tests annually whether goodwill
has suffered any impairment in accordance with the requirements of
IAS 36, Impairment of Assets. The recoverable amounts have been
determined based on value-in-use calculations reported in
continuing operations (see note 15).
The recoverable amounts of all
cash generating units classified as discontinued operations have
been valued at fair value less cost to sell.
Investments
The company has investments in
subsidiaries which are shown at cost, less provisions for
impairment. Investments in subsidiaries are reviewed for impairment
annually or more frequently if events or changes in circumstances
indicate that the carrying value may be impaired.
The recoverability of investments is dependent on
value-in-use calculations of the White Collar business and
achieving the revenue growth and EBITDA within these forecasts, the
actuality of which is not certain. The sensitivities to these cash
flows are considered in the impairment of intangible assets note
15.
4
Earnings per share
|
Year ended 30
September
|
Year ended 30
September
|
|
|
Restated
|
|
2024
|
2023
|
|
£000
|
£000
|
Basic and diluted
|
|
|
|
|
|
Profit from continuing
operations
|
1,636
|
1,669
|
Loss from discontinued
operations
|
(3,307)
|
(899)
|
(Loss)/profit from all operations
|
(1,671)
|
770
|
|
|
|
Basic and diluted weighted average
number of shares in issue
|
64,062,371
|
60,803,022
|
|
|
|
|
|
|
Basic and diluted profit/(loss) pence per
share:
|
|
|
|
|
|
Continuing operations
|
2.55
|
2.74
|
Discontinued operations
|
(5.16)
|
(1.48)
|
(Loss)/profit from all operations
|
(2.61)
|
1.27
|
The reduction in the basic eps was
solely down to tax - a deferred tax swing from a credit of 129k in
2023 to a debit £558k in 2024, and a write off of £53k corporation
tax from 2021.
|
|
Restated
|
|
2024
|
2023
|
|
£000
|
£000
|
Adjusted* basic and diluted
|
|
|
|
|
|
Profit from continuing
operations
|
2,225
|
1,738
|
Loss from discontinued
operations
|
(1,290)
|
(899)
|
(Loss)/profit from all operations
|
935
|
839
|
|
|
|
Adjusted* basic and diluted profit/(loss) pence per
share:
|
|
|
|
|
|
Continuing operations
|
3.47
|
2.86
|
Discontinued operations
|
(2.01)
|
(1.48)
|
(Loss)/profit from all operations
|
1.46
|
1.38
|
The Group has share options and
warrants in issue as disclosed in note 26. However, the average
share price during the period since issue was lower than the
exercise price, therefore the potential shares arising are not
dilutive.
*Adjustments refer to
exceptional/non-recurring costs, and under provisions of
corporation and deferred tax in previous years.
5
Segmental reporting
The Group's management have
identified three continuing operating segments: labour supply,
civil projects, and other services. The segments are monitored by
the Group's chief operating decision makers and strategic decisions
are made based on the segments' operating results.
Segment information for the year
ended 30 September 2024 is as follows:
Continuing operations
|
Labour
supply
|
Civil
projects
|
Other
|
Total
|
|
£000
|
£000
|
£000
|
£000
|
Revenue (all from external
customers)
|
84,125
|
17,535
|
274
|
101,934
|
Cost of sales
|
(72,985)
|
(13,819)
|
(157)
|
(86,961)
|
Gross profit
|
11,140
|
3,716
|
117
|
14,973
|
Administrative expenses
|
(2,215)
|
(1,514)
|
(364)
|
(4,093)
|
|
|
|
|
|
Operating profit from
segments
|
8,925
|
2,202
|
(247)
|
10,880
|
Administrative expenses
|
|
|
|
|
not attributable to
segments
|
|
|
|
(7,508)
|
Profit from operations
|
|
|
|
3,372
|
Finance income
|
|
|
|
59
|
Finance
costs
|
|
|
|
(1,184)
|
Profit before tax
|
|
|
|
2,247
|
|
|
|
|
|
Other services include digital
products, health trailer services, Academy training.
Segment information for the year
ended 30 September 2023 is as follows:
|
Labour
supply
|
Civil
projects
|
Other
|
Total
|
|
£000
|
£000
|
£000
|
£000
|
|
|
|
|
|
Revenue (all from external
customers)
|
63,818
|
15,656
|
296
|
79,770
|
Cost of sales
|
(53,192)
|
(12,410)
|
(96)
|
(65,698)
|
Gross profit
|
10,626
|
3,246
|
200
|
14,072
|
Administrative expenses
|
(1,961)
|
(1,455)
|
(226)
|
(3,642)
|
Other operating income
|
|
|
10
|
10
|
Operating profit from
segments
|
8,665
|
1,791
|
(16)
|
10,440
|
Administrative expenses
|
|
|
|
|
not attributable to
segments
|
|
|
|
(7,961)
|
Profit from operations
|
|
|
|
2,479
|
Finance income
|
|
|
|
-
|
Finance costs
|
|
|
|
(939)
|
|
|
|
|
|
6
Revenue
The total turnover of the Group
has been derived from activities wholly undertaken in the United
Kingdom, being the operation of construction and engineering
contracts, and other services. The Groups revenue from each
activity is shown below and is all derived in the United
Kingdom.
|
|
|
2024
|
|
2023
Restated
|
|
£000
|
|
£000
|
Labour Supply
|
84.125
|
|
63,818
|
Civil projects
|
17,535
|
|
15,656
|
Total from construction
services
|
101,660
|
|
79,474
|
Other
|
274
|
|
296
|
|
101,934
|
|
79,770
|
|
|
|
|
Discontinued operations
|
5,055
|
|
4,895
|
|
|
|
|
Total all operations
|
106,989
|
|
84,665
|
The Group derives its income from
two main activities, both of which are linked to the principal
activity of the delivery of construction and civil engineering
services, being the provision of labour and services provided under
construction and/or civil engineering contracts. These are referred
to internally as 'labour supply' and 'civil projects'
respectively.
Significant customers
In the year ended 30 September
2024 one customer represented 41% (£49.2m) of revenue (2023 one
customer 36% (£33.7m)), and another customer represented 9%
(£11.1m) of revenue (2023 one customer 8% (£7.9m). These customers
were primarily labour supply customers. No other customers
represented more than 8% of revenue in either year.
Contracts with customers
The Group has contract assets
relating to revenue earned from the supply of labour and
construction services. Due to the nature of this revenue, balances
defined as contract assets will vary and depend on the number,
timing and nature of the contracts in progress at the balance sheet
date. The relevant balances are shown as contract assets in note
19. The decrease in contract assets compared to the prior year
represents the decreased level of activity at the year
end.
Contract balances
The nature of the Group's revenue
recognition is such that the only contract balances arising relate
to accrued income, which is shown as a contract asset. The balance
at 30 September 2024 was £3.0m (2023: £6.1m).
Significant changes in contract assets
The Group has many contracts for
services underway at any point in time, and these are a mix of
large and small contracts, generally with monthly invoicing. The
level of contract assets therefore fluctuates depending on the mix
of contracts and the stage of contract completion at the balance
sheet date by reference to costs incurred to date.
7 Other
operating income
Other operating income arises from
the receipt of government grants for training costs. Since
this is not considered to be part of the main revenue generating
activities, the Group presents this income separately from
revenue.
|
Year
ended 30 September
|
|
|
|
2024
|
|
2023
|
|
|
|
£000
|
|
£000
|
Inter-Group sales
|
|
|
-
|
|
3
|
Reclaim of training
costs
|
|
|
-
|
|
7
|
|
|
|
-
|
|
10
|
Inter-group sales in 2023 (£3k)
were to Hercules Real Estate Ltd, the parent company.
8 Profit
from operations
Operating profit is stated
in the income statement after charging:
|
Year ended 30 September
|
|
|
|
2024
|
|
2023
|
|
|
|
£000
|
|
£000
|
Depreciation - owned
assets
|
17
|
|
108
|
|
135
|
Deprecation - right-of-use
assets
|
17
|
|
833
|
|
584
|
Loss on disposal of fixed
assets
|
|
|
209
|
|
43
|
Amortisation of
intangibles
|
|
|
33
|
|
-
|
Research and development
costs
|
|
|
6
|
|
4
|
9 Auditors'
remuneration
No non-audit services have been
provided in the year.
|
Year ended 30
September
|
|
|
|
2024
|
|
2023
|
|
|
|
£000
|
|
£000
|
Fees payable to the current
auditors for the audit of the group financial statements including
subsidiaries
Fees payable to the previous
auditors for the audit of the group financial statements including
subsidiaries
|
|
|
121
|
|
80
|
10 Staff
costs
Group
The aggregate employee benefit
expenses were as follows:
|
Year ended 30 September
|
|
|
|
2024
|
|
2023
|
|
|
|
£000
|
|
£000
|
Wages and salaries
|
|
|
40,096
|
|
26,991
|
Social security costs
|
|
|
4,525
|
|
2,887
|
Defined contribution pension
costs
|
|
|
553
|
|
467
|
|
|
|
45,174
|
|
30,345
|
The average monthly number of
employees for the Group during the year was as follows:
|
Year ended 30 September
|
|
|
|
2024
|
|
2023
|
|
|
|
£000
|
|
£000
|
|
|
|
|
|
|
Site based operatives
|
|
|
635
|
|
426
|
Administrative and
Managerial
|
|
|
123
|
|
91
|
|
|
|
758
|
|
517
|
Company
The aggregate employee benefit
expenses were as follows:
|
Year ended 30 September
|
|
|
|
2024
|
|
2023
|
|
|
|
£000
|
|
£000
|
Wages and salaries
|
|
|
38,792
|
|
26,991
|
Social security costs
|
|
|
4,443
|
|
2,887
|
Defined contribution pension
costs
|
|
|
528
|
|
467
|
|
|
|
43,763
|
|
30,345
|
The average monthly number of
employees for the Company during the year was as
follows:
|
|
Year ended 30 September
|
|
|
|
|
2024
|
|
2023
|
|
|
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Site based operatives
|
|
|
|
633
|
|
426
|
Administrative and
Managerial
|
|
|
|
102
|
|
91
|
|
|
|
|
735
|
|
517
|
11 Key management
remuneration
Key management of the Group are
the directors. Remuneration paid to the directors (statutory
and non-statutory) of the Group by the Group is set out
below:
|
Year ended 30 September
|
|
|
|
2024
|
|
2023
|
|
|
|
£000
|
|
£000
|
Salaries and benefits
|
|
|
1,283
|
|
641
|
Pension contributions
|
|
|
81
|
|
94
|
|
|
|
1,364
|
|
735
|
During the year retirement benefits
were accruing to 2 directors (2023: 2) in respect of defined
contribution pension schemes.
Amounts paid to the highest paid director were as
follows:
|
Year ended 30 September
|
|
|
|
2024
|
|
2023
|
|
|
|
£000
|
|
£000
|
Salaries and benefits
|
|
|
394
|
|
278
|
Pension contributions
|
|
|
10
|
|
60
|
|
|
|
404
|
|
338
|
12 Finance
costs
|
|
Year ended 30
September
|
|
|
|
|
2024
|
|
2023
|
|
|
|
|
£000
|
|
£000
|
Lease finance costs
|
|
|
|
201
|
|
142
|
Interest on loans measured at
amortised cost
|
|
|
|
49
|
|
70
|
Invoice discounting
interest
|
|
|
|
934
|
|
726
|
|
|
|
|
1,184
|
|
938
|
13 Income taxes
|
Year ended 30
September
|
|
|
|
2024
|
|
2023
|
|
|
|
£000
|
|
£000
|
Current tax:
|
|
|
|
|
|
UK corporation tax
|
|
|
-
|
|
-
|
Adjustments to prior
periods
|
|
|
53
|
|
-
|
Total current tax charge
|
|
|
53
|
|
-
|
|
|
|
|
|
|
Deferred tax:
|
|
|
|
|
|
Origination and reversal of timing
differences
|
|
|
349
|
|
(62)
|
Adjustments in respect of prior
periods
|
|
|
209
|
|
(67)
|
|
|
|
558
|
|
(129)
|
|
|
|
|
|
|
Tax charge/(credit) on profit on ordinary
activities
|
|
|
611
|
|
(129)
|
Tax on profit on ordinary activities
for the year is lower than the standard rate of corporate tax in
the UK of 25%, (2023: 22%).
The differences are reconciled
below:
|
Year ended 30
September
|
Continuing
operations
|
|
|
2024
|
|
2023
|
|
|
|
£000
|
|
£000
|
Profit on ordinary activities before
taxation
|
|
|
2,247
|
|
641
|
|
|
|
|
|
|
Tax at the UK rate of 25% (2023:
22%)
|
|
|
562
|
|
141
|
Effect of:
|
|
|
|
|
|
Expenses not deductible for tax
purposes
|
|
|
(122)
|
|
46
|
Fixed asset temporary
differences
|
|
|
8
|
|
(242)
|
Adjustments in respect of prior
periods*
|
|
|
262
|
|
(66)
|
Transfer of trade
|
|
|
(93)
|
|
-
|
Remeasurement of deferred tax for
change in tax rates
|
|
|
-
|
|
(7)
|
Group relief
|
|
|
(6)
|
|
-
|
Total tax charge/(credit)
|
|
|
611
|
|
(129)
|
|
|
|
|
|
| |
*£53,000 Corporation Tax and
£209,000 Deferred Tax were underprovided for in 2021 and 2023
respectively. However, as per usual practice prior years have not
been restated and affect FY2024. These adjustments have been taken
into account when adjusting profit after tax results and thereby
earnings per share calculations (see p56).
14 Deferred tax
Group
Deferred tax balances are analysed
as follows:
Deferred tax balances before offset
|
|
|
|
30 September
2024
|
|
30 September
2023
|
|
|
|
|
|
£000
|
|
£000
|
|
Deferred tax liability
|
|
|
|
(869)
|
|
(3,833)
|
|
Deferred tax asset
|
|
|
|
119
|
|
3,675
|
|
Total deferred tax
liability
|
|
|
|
(750)
|
|
(158)
|
|
|
|
|
Deferred tax balances after offset
|
|
|
|
30 September
2024
|
|
30 September
2023
|
|
|
|
|
|
£000
|
|
£000
|
|
Deferred tax asset
|
|
|
|
-
|
|
-
|
|
Deferred tax liability
|
|
|
|
(750)
|
|
(158)
|
|
Total deferred tax
liability
|
|
|
|
(750)
|
|
(158)
|
|
The amounts
reflect the differences between the carrying and tax amounts of the
following balance sheet headings as at each year end.
Credits/(charges) during each year
are as follows:
|
|
Short term
|
Fixed
asset
|
|
|
|
|
Temporary
|
Temporary
|
Business
|
|
|
Tax losses
|
differences
|
differences
|
combinations
|
Total
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
At 1 October 2022
asset/(liability)
|
1,709
|
2
|
(1,998)
|
-
|
(287)
|
Tax credit/(charge)
in respect of current
year
|
1,893
|
71
|
(1,835)
|
-
|
129
|
|
|
|
|
|
|
|
|
|
|
|
|
At 30 September 2023
asset/(liability)
|
3,602
|
73
|
(3,833)
|
-
|
(158)
|
|
|
|
|
|
|
Discontinuing
operations
|
(3,163)
|
-
|
3,230
|
-
|
67
|
Under provision charged
to profit and loss
|
(439)
|
(41)
|
271
|
-
|
(209)
|
|
|
|
|
|
|
Tax credit/charge in
respect
of current year
|
115
|
(28)
|
(437)
|
-
|
(350)
|
Deferred tax on
business
combinations
|
-
|
-
|
-
|
(100)
|
(100)
|
|
|
|
|
|
|
At 30 September 2024
asset/(liability)
|
115
|
4
|
(769)
|
(100)
|
(750)
|
|
|
|
|
|
|
The current year rate of 25% arises
from changes to legislation enacted during 2021. The main rate of
corporation tax in the UK increased from 19% to 25% with effect
from 1 April 2023.
In June 2023 Finance Act (No.2) 2023
was substantively enacted in the UK, introducing a global minimum
effective tax rate of 15% in line with the OECD Pillar Two model
rules. The legislation implements a domestic top-
up tax and a multinational top-up
tax, effective for periods starting on or after 31 December 2023.
The new rules are not expected to have a material impact on the
Company's operations or results
Deferred tax
Company
All balances represent deferred
tax liabilities. There are no deferred tax assets.
The amounts reflect the differences
between the carrying and tax amounts of the following balance sheet
headings as at each year end.
Credits/(charges) during each year
are as follows:
|
|
Short
term
|
Fixed
asset
|
|
|
|
Temporary
|
Temporary
|
|
|
Tax
losses
|
differences
|
differences
|
Total
|
|
£000
|
£000
|
£000
|
£000
|
|
|
|
|
|
At 1 October 2022 -
asset/(liability)
|
1,709
|
2
|
(1,998)
|
(287)
|
Tax credit/(charge) in respect of
current year
|
1,893
|
71
|
(1,835)
|
129
|
|
|
|
|
|
At 30 September 2023 -
asset/(liability)
|
3,602
|
73
|
(3,833)
|
(158)
|
|
|
|
|
|
Discontinuing
operations
|
(3,163)
|
-
|
3,230
|
67
|
Under provision charged to profit
and loss
|
(439)
|
(41)
|
272
|
(208)
|
Tax credit/charge in respect of
current year
|
-
|
(28)
|
(437)
|
(465)
|
|
|
|
|
|
At 30 September 2024 -
asset/(liability)
|
-
|
4
|
(768)
|
(764)
|
|
|
|
|
|
|
|
|
|
|
15 Intangible assets
Group
|
|
Brand
value
|
Goodwill
|
Total
|
|
|
£000
|
£000
|
£000
|
|
|
|
|
|
Cost
|
|
|
|
|
Arising on business
combinations
|
|
399
|
1,956
|
2,355
|
Disposals
|
|
-
|
-
|
-
|
At 30 September 2024
|
|
399
|
1,956
|
2,355
|
|
|
|
|
|
Amortisation
|
|
|
|
|
Charge
|
|
33
|
-
|
33
|
Disposals
|
|
-
|
-
|
-
|
At 30 September 2024
|
|
33
|
-
|
33
|
|
|
|
|
|
Net book value
|
|
|
|
|
At 30 September 2023
|
|
-
|
-
|
-
|
At 30 September 2024
|
|
366
|
1,956
|
2,322
|
Goodwill arose on the acquisition of
Future Build as set out in note 16. The directors have utilised the
provisions of IFRS 3 in respect of determining fair values on
business combinations provisionally, and will adjust goodwill
accordingly in the year ended 30 September 2025 for any amounts
arising from the finalisation of those fair value within 12 months
of the respective acquisitions.
Impairment testing
The directors consider that the
Group comprises three single cash generating units ('CGU's) for its
UK entities.
The Group tests goodwill,
intangibles and company investments for impairment annually, using
the value-in-use basis. This involves deriving a value for goodwill
based on the net present value of future cash flows of the CGU. The
directors used forecasts up to 2039 as the basis for the cash flow
projections. The headroom, i.e. amount by which the cash generating
unit's recoverable amount exceeds its carrying value in the
impairment test for goodwill, is £379,496. The key assumption
driving the recoverable amount estimate is revenue growth in the
years ending 30 September 2025-2029. The table below sets out the
impact of reducing the projected revenue growth estimates whilst
holding EBITDA margins constant.
Reasonably possible changes in revenue growth and impact on
recoverable amount
|
Projected revenue growth in measurement of recoverable
amount
|
Revenue growth level that would trigger
impairment
|
Percentage reduction in projected revenue growth required to
trigger impairment
|
Year ending 30 September
2025
|
17%
|
11%
|
35%
|
Years ending 30 September
2026-29
|
10%
|
5%
|
50%
|
16 Business combinations
On 30 November 2023, Hercules Site
Services plc acquired 60% of the issued share capital of Hercules
Site Services (White Collar) Limited (formerly, Future Build
Recruitment Limited), in turn obtaining control.
However, due to the nature of the acquisition and
its associated partnership agreement, the acquisition has been
treated in these accounts as 100%. This is the first partnership
arrangement (which kicks in following the acquisition) the Group
has entered in to, and it is cash generative.
As part of the acquisition a
partnership agreement was entered into with the owners of the
remaining 40%, containing:
1) a call option allowing the group to acquire their remaining
shares (if not already acquired) 10 years after the
acquisition.
and
2) a put option allowing the owners to sell their remaining
shares to Hercules at specified points within a 10 year period post
acquisition.
Therefore the business combination
has been treated as Hercules Site Services plc acquiring 100% of
the issued share capital of Hercules Site Services (White Collar)
Limited.
Hercules Site Services (White
Collar) Limited contributed £1.4m revenue and £Nil profit to the
group's profit on continuing operations for the period between the
date of acquisition and the balance sheet date.
The amounts recognised in respect of
the identifiable assets acquired and liabilities assumed are as set
out in the table below:
|
Fair Value
|
|
|
|
£000
|
Assets and liabilities
acquired
|
|
Financial assets
|
461
|
Tangible assets
|
3
|
Financial liabilities
|
(148)
|
Intangible assets - brand
value
|
399
|
Deferred tax provision
|
(100)
|
|
|
Total identifiable
assets
|
615
|
|
|
Goodwill
|
1,956
|
|
|
Total consideration
|
2,571
|
|
|
Satisfied by:
|
|
Cash
Equity
Working capital
|
1,001
250
282
|
Contingent
consideration
|
1,038
|
|
|
Total consideration
transferred
|
2,571
|
|
|
Cash flow analysis:
|
|
Cash consideration
|
1,533
|
Less: cash and cash
equivalent balances acquired
|
(345)
|
|
|
Net cash outflow arising on
acquisition
|
1,188
|
17 Tangible assets
Group
|
Plant and
machinery
|
Fixtures & office
equipment
|
Right-of-use
assets
|
Assets
under
construction
|
Motor
Vehicles
|
Total
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
Cost
|
|
|
|
|
|
|
At 1 October 2022
|
269
|
587
|
15,605
|
-
|
707
|
17,168
|
Additions
|
143
|
143
|
7,764
|
78
|
16
|
8,144
|
Disposals
|
(34)
|
(22)
|
(123)
|
-
|
(225)
|
(404)
|
At 30 September 2023
|
378
|
708
|
23,246
|
78
|
498
|
24,908
|
Discontinued operations
|
(144)
|
(26)
|
(14,028)
|
|
(272)
|
(14,470)
|
Additions
|
11
|
219
|
1,982
|
180
|
-
|
2,392
|
Arising on business
combinations
|
-
|
3
|
-
|
-
|
-
|
3
|
Disposals
|
-
|
-
|
(2,080)
|
(78)
|
(173)
|
(2,331)
|
At 30 September 2024
|
245
|
904
|
9,120
|
180
|
53
|
10,502
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
At 1 October 2022
|
82
|
326
|
1,920
|
-
|
198
|
2,526
|
Charge for the year
|
23
|
100
|
1,604
|
-
|
45
|
1,772
|
Disposals
|
(15)
|
(22)
|
(60)
|
-
|
(92)
|
(189)
|
At 30 September 2023
|
90
|
404
|
3,464
|
-
|
151
|
4,109
|
Discontinued operations
|
(12)
|
(4)
|
(1,541)
|
-
|
(66)
|
(1,623)
|
Charge
|
16
|
83
|
833
|
-
|
9
|
941
|
Disposals
|
-
|
-
|
(279)
|
-
|
(76)
|
(355)
|
At 30 September 2024
|
94
|
483
|
2477
|
-
|
18
|
3,072
|
|
|
|
|
|
|
|
Net book value
|
|
|
|
|
|
|
At 30 September 2024
|
151
|
421
|
6,643
|
180
|
35
|
7,430
|
At 30 September 2023
|
288
|
304
|
19,782
|
78
|
347
|
20,799
|
At 30 September 2022
|
187
|
261
|
13,685
|
-
|
509
|
14,642
|
Certain right-of-use assets are
pledged as security on the lease agreements to which they
relate.
Company
|
Plant and
machinery
|
Fixtures & office
equipment
|
Rights of-use
assets
|
Assets under
construction
|
Motor
Vehicles
|
Total
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
Cost
|
|
|
|
|
|
|
At 1 October 2022
|
269
|
587
|
15,605
|
-
|
707
|
17,168
|
Transfer
|
143
|
143
|
7,764
|
78
|
16
|
8,144
|
Disposals
|
(34)
|
(22)
|
(123)
|
-
|
(225)
|
(404)
|
At 30 September 2023
|
378
|
708
|
23,246
|
78
|
498
|
24,908
|
Additions
|
11
|
201
|
393
|
180
|
-
|
785
|
Disposals
|
(144)
|
(34)
|
(16,166)
|
(78)
|
(444)
|
(16,866)
|
At 30 September 2024
|
245
|
875
|
7,473
|
180
|
54
|
8,827
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
At 1 October 2022
|
82
|
326
|
1,920
|
-
|
198
|
2,526
|
Charge for the year
|
23
|
100
|
1,604
|
-
|
45
|
1,772
|
Disposals
|
(15)
|
(22)
|
(60)
|
-
|
(92)
|
(189)
|
At 30 September 2023
|
90
|
404
|
3,464
|
-
|
151
|
4,109
|
Charge
|
16
|
79
|
663
|
-
|
9
|
767
|
Disposals
|
(12)
|
(4)
|
(1,840)
|
-
|
(144)
|
(2,000)
|
At 30 September 2024
|
94
|
479
|
2,287
|
-
|
16
|
2,876
|
|
|
|
|
|
|
|
Net book value
|
|
|
|
|
|
|
At 30 September 2024
|
151
|
396
|
5,186
|
180
|
38
|
5,951
|
At 30 September 2023
|
288
|
304
|
19,782
|
78
|
347
|
20,799
|
At 30 September 2022
|
187
|
261
|
13,685
|
-
|
509
|
14,642
|
18
Investments
Company
|
|
|
|
|
|
As at
30 September
2024
|
|
As at
30 September
2023
|
|
|
|
|
|
|
£000
|
|
£000
|
At 1 October
Hive down from Company
|
|
|
|
|
|
-
2,088
|
|
-
-
|
New investments in the
year
Capital contribution
|
|
|
|
|
|
2,570
2,504
|
|
-
-
|
Impairment charge
|
|
|
|
|
|
(2,000)
|
|
-
|
Disposal group assets
held-for-sale
|
|
|
|
|
|
(2,592)
|
|
-
|
At 30 September
|
|
|
|
|
|
2,570
|
|
-
|
|
|
|
|
|
|
|
|
|
Details of undertakings
Details of the investments in which
the Group holds 20% or more of the nominal value of any class of
share capital are given below. All subsidiaries are 100%
owned in both the current unless otherwise stated. See disclosure
below table for registered addresses of UK entities.
Undertaking
|
Country
|
Holding
|
Company number
|
Subsidiary undertakings
|
|
|
|
Hercules Site Services (White
Collar) Limited*
|
England and Wales
|
Ordinary
|
07235347
|
Hercules Site Services (Suction
Excavators) Limited
|
England and Wales
|
Ordinary
|
14975649
|
Hercules Site Services (Training)
Limited
|
England and Wales
|
Ordinary
|
14975482
|
The registered address for all
subsidiaries registered in England and Wales is, Hercules Court,
Broadway Lane, South Cerney, Cirencester, GL7 5XZ.
*Hercules Site Services Limited owns
60% of the share capital in Hercules Site Services (White Collar)
Limited at 30 September 2024.However, in the accounts they are
treated as 100% (see Note 16).
As part of the investment above,
Hercules Site Services Limited transferred £2.1m of assets as a
capital contribution to Hercules Site Services (Suction Excavators)
Limited. A £2m impairment charge has now been debited to the income
statement to reflect the likely sale price of this
business.
19 Trade and other receivables
Group
|
|
|
|
|
|
|
As at
30 September
2024
|
|
Restated
As at
30 September
2023
|
|
|
Amounts falling due within one
year:
|
|
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
|
|
11,080
|
|
10,328
|
|
|
Other receivables
|
|
|
|
-
|
|
49
|
|
|
Contract assets
|
|
|
|
2,957
|
|
6,137
|
|
|
Prepayments and accrued
income
|
|
|
|
5,445
|
|
4,395
|
|
|
|
|
|
|
19,482
|
|
20,909
|
|
|
Company
|
|
|
|
|
|
|
As at
30 September
2024
|
|
Restated
As at
30 September
2023
|
|
|
Amounts falling due within one
year:
|
|
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
|
|
10,842
|
|
10,328
|
|
|
Other receivables
|
|
|
|
14
|
|
49
|
|
|
Contract assets
|
|
|
|
2,957
|
|
6,137
|
|
|
Prepayments and accrued
income
|
|
|
|
5,324
|
|
4,395
|
|
|
|
|
|
|
19,137
|
|
20,909
|
|
|
Prior Year Restatement
During the preparation of the
financial statements for the year ended 30 September 2024, it was
identified that accrued income balances had not been accurately
recorded in the statutory accounts to 30 September 2023. An
adjustment to increase prepayments and accrued income by £3,812k
has been made, with an equal adjustment to reduce contract assets
recognised at 30 September 2023. This adjustment has had no impact
on the loss for the year ended 30 September 2024.
Expected Credit Loss Provision
Trade and other receivables and
contract assets above are stated net of expected credit loss
('ECL') provisions where necessary, which are calculated using the
simplified approach grouping trade receivables and contract assets
on the basis of their shared credit risk
characteristics.
Trade receivables are regularly
reviewed for bad and doubtful debts. The Group's policy is to
include a provision for impairment based on estimated credit
losses. This includes an assessment where relevant of
forward-looking information on macroeconomic factors that may
affect the ability of customers to settle receivables. Trade
receivables are written off where there is no reasonable
expectation of recovery, for example where the customer has entered
insolvency proceedings or where a customer has failed to make
contractual payments for an extended period. As part of this
assessment, the Group also considers the likelihood of any credit
losses occurring in future based on previous experience and
knowledge of the respective customers.
Trade and other receivables are
all current and any fair value difference is not material. Trade
and other receivables are assessed for impairment based upon the
expected credit losses model. In order to manage credit risk, the
Directors set limits for customers based on a combination of
payment history and third party credit references. Credit limits
are reviewed on a regular basis in conjunction with debt ageing and
collection history.
The Group believe the credit risk
attached to its customer base is minimal, however at 30 September
2024 an amount of £17k was included as an ECL provision (FY 2023
Nil). This was based on an analysis of customers and debt
ageing.
In addition to any provisions
required for ECL, the Group also includes a provision against trade
receivables and contract assets for disputed items. During the year
ended 30 September 2024 the Group recorded a credit to the income
statement of £72k in respect of changes in the dispute provision
(2023: credit of £17k).
As at 30 September 2024 the
balance of the dispute provision was £98k (2023: £170k).
The maturity analysis of trade
receivables (stated gross of provisions) is shown below:
|
|
< 1
month
|
|
1-2 months
|
|
2-3 months
|
|
> 3
months
|
|
Total
|
|
|
£
|
|
£
|
|
£
|
|
£
|
|
£
|
|
|
|
|
|
|
|
|
|
|
|
30 September 2024
|
|
5,162
|
|
4,939
|
|
1,546
|
|
(567)
|
|
11,080
|
|
|
|
|
|
|
|
|
|
|
|
30 September 2023
(restated)
|
|
4,631
|
|
4,728
|
|
440
|
|
529
|
|
10,328
|
The expected credit loss rate on
all ageing columns above has been assessed as being
immaterial.
20 Trade and other payables
Group
|
|
|
|
|
|
|
As at
30 September
2024
|
|
Restated
As at
30 September
2023
|
|
|
Amounts falling due within one
year:
|
|
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables
|
|
|
|
969
|
|
331
|
|
|
Amounts owed to parent
undertaking
|
|
|
|
-
|
|
39
|
|
|
Social security and other
taxes
|
|
|
|
5,301
|
|
4,630
|
|
|
Other payables
|
|
|
|
4,554
|
|
4,781
|
|
|
Accrued expenses
|
|
|
|
931
|
|
452
|
|
|
|
|
|
|
11,755
|
|
10,233
|
|
|
Company
|
|
|
|
|
|
|
As at
30 September
2024
|
|
Restated
As at
30 September
2023
|
|
|
Amounts falling due within one
year:
|
|
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables
|
|
|
|
888
|
|
331
|
|
|
Amounts due to
subsidiary
|
|
|
|
-
|
|
39
|
|
|
Social security and other
taxes
|
|
|
|
5,217
|
|
4,630
|
|
|
Other payables
|
|
|
|
4,534
|
|
4,781
|
|
|
Accrued expenses
|
|
|
|
887
|
|
452
|
|
|
|
|
|
|
11,526
|
|
10,233
|
|
|
Trade payables are all current and
any fair value difference is not material.
Prior Year Restatement
During the preparation of the
financial statements for the year ended 30 September 2024, it was
identified that certain balances had not been accurately recorded
in the statutory accounts to 30 September 2023. An adjustment to
increase payables by £1,688k has been made, with an equal
adjustment to increase receivables at 30 September 2023. This
adjustment has had no impact on the loss for the year ended 30
September 2024.
21 Loans and borrowings
Group
|
|
|
|
|
|
|
As at
30 September
2024
|
|
As at
30 September
2023
|
|
|
|
|
|
|
£000
|
|
£000
|
|
|
Included within current liabilities
|
|
|
|
|
|
|
|
|
Bank loans
|
|
|
|
7,295
|
|
9,960
|
|
|
Included within non-current liabilities
|
|
|
|
|
|
|
|
|
Bank loans
|
|
|
|
-
|
|
-
|
|
|
Company
|
|
|
|
|
|
|
As at
30 September
2024
|
|
As at
30 September
2023
|
|
|
|
|
|
|
£000
|
|
£000
|
|
|
Included within current liabilities
|
|
|
|
|
|
|
|
|
Bank loans
|
|
|
|
7,295
|
|
9,960
|
|
|
Included within non-current liabilities
|
|
|
|
|
|
|
|
|
Bank loans
|
|
|
|
-
|
|
-
|
|
|
The
Company
The loan is a revolving facility
with a 3 year term, is secured on trade receivables and attracts
interest at a rate of 2.75% over base rate. The facility is
currently capped at £15m, but can be increased as the business
grows.
22 Leases
The Group leases certain vehicles,
properties and items of plant and machinery. With the exception of
short-term leases and leases of low value underlying assets, each
lease is reflected on the balance sheet as a right-of-use asset
(Note 17) and a lease liability.
The Group had recognised 43
vehicle leases in 2024 (2023 - 56), 57 plant and machinery leases
(2023 - 28) and 6 property leases (2023 - 1)
All future cashflows are included.
The property leases are subject to rent reviews every five years.
The nature of the rent reviews is such that annual rentals are
adjusted to prevailing market rates unless that would lead to a
reduction. In accordance with IFRS 16, any future increases in
annual rentals arising from rent reviews are not included in the
calculation of the lease liabilities. Any future increases in
annual rentals will result in prospective adjustments to the lease
liabilities at the point of the rent review.
Amounts recognised in the
Statement of Financial Position relating to leases, categorised by
underlying type of asset, are:
Group
|
|
|
Leasehold
property
£000
|
|
|
Plant and
machinery
£000
|
|
Motor
vehicles
£000
|
|
Total
£000
|
Net book value
|
|
|
|
|
|
|
|
|
|
|
At 1 October 2022
|
|
|
5,248
|
|
|
7,109
|
|
1,328
|
|
13,685
|
Adj to PY
|
|
|
-
|
|
|
(3)
|
|
-
|
|
(3)
|
New leases recognised in the
year
|
|
|
86
|
|
|
6,540
|
|
1,138
|
|
7,764
|
Leases terminated in the
year
|
|
|
(38)
|
|
|
-
|
|
(22)
|
|
(60)
|
Depreciation charge for the
year
|
|
|
(310)
|
|
|
(923)
|
|
(371)
|
|
(1,604)
|
At 30 September 2023
|
|
|
4,986
|
|
|
12,723
|
|
2,073
|
|
19,782
|
New leases recognised in the
year
|
|
|
1,575
|
|
|
-
|
|
407
|
|
1,982
|
Discontinued operations
|
|
|
(1,320)
|
|
|
(11,004)
|
|
(164)
|
|
(12,488)
|
Leases terminated in the
year
|
|
|
(1,130)
|
|
|
(587)
|
|
(84)
|
|
(1,801)
|
Depreciation charge for the
year
|
|
|
(329)
|
|
|
(94)
|
|
(410)
|
|
(833)
|
At 30 September 2024
|
|
|
3,782
|
|
|
1,038
|
|
1,822
|
|
6,642
|
Maturity
analysis
|
|
|
|
As at
30 September
2024
|
|
As at
30 September
2023
|
|
|
|
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
Due within one year
|
|
|
|
1,455
|
|
3,489
|
|
Due within two to five
years
|
|
|
|
1,998
|
|
10,562
|
|
Due after five years
|
|
|
|
3,099
|
|
6,260
|
|
Future finance charges
|
|
|
|
(1,179)
|
|
(3,326)
|
|
|
|
|
|
5,373
|
|
16,985
|
|
Amounts recognised in the Statement of Comprehensive
Income
The statement of comprehensive
income shows the following amounts relating to leases:
|
|
|
|
|
|
2024
|
|
2023
|
|
|
|
|
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
Depreciation charge of right of
use asset
|
|
|
|
|
|
833
|
|
635
|
Interest expenses (within finance
costs)
|
|
|
|
|
|
250
|
|
212
|
|
|
|
|
|
|
1,083
|
|
847
|
|
|
|
|
|
|
|
|
|
Amounts recognised in the Statement of Cash
Flows
The statement of cash flows shows
the following amounts relating to leases:
|
|
|
|
|
|
2024
|
|
2023
|
|
|
|
|
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
Net cash outflows
|
|
|
|
|
|
1,522
|
|
1,838
|
Low value leases and short-term leases
The Group has no leases for which
the low value or short-term exemptions of IFRS 16 has been
applied.
Company
|
|
|
Leasehold
property
£000
|
|
|
Plant and
machinery
£000
|
|
Motor
vehicles
£000
|
|
Total
£000
|
Net book value
|
|
|
|
|
|
|
|
|
|
|
At 1 October 2022
|
|
|
5,248
|
|
|
7,109
|
|
1,328
|
|
13,685
|
Adj to PY
|
|
|
-
|
|
|
(3)
|
|
-
|
|
(3)
|
New leases recognised in the
year
|
|
|
86
|
|
|
6,540
|
|
1,138
|
|
7,764
|
Leases terminated in the
year
|
|
|
(38)
|
|
|
-
|
|
(22)
|
|
(60)
|
Depreciation charge for the
year
|
|
|
(310)
|
|
|
(923)
|
|
(371)
|
|
(1,604)
|
At 30 September 2023
|
|
|
4,986
|
|
|
12,723
|
|
2,073
|
|
19,782
|
New leases recognised in the
year
|
|
|
10
|
|
|
-
|
|
382
|
|
392
|
Discontinued operations
|
|
|
(1,320)
|
|
|
(11,004)
|
|
(164)
|
|
(12,488)
|
Leases terminated in the
year
|
|
|
(1,136)
|
|
|
(587)
|
|
(114)
|
|
(1,837)
|
Depreciation charge for the
year
|
|
|
(178)
|
|
|
(94)
|
|
(391)
|
|
(663)
|
At 30 September 2024
|
|
|
2,362
|
|
|
1,038
|
|
1,786
|
|
5,186
|
Maturity
analysis
|
|
|
|
|
|
|
As at
30 September
2024
|
|
As at
30 September
2023
|
|
|
|
|
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
|
|
Due within one year
|
|
|
|
1,055
|
|
1,446
|
|
|
Due within two to five
years
|
|
|
|
1,422
|
|
2,870
|
|
|
Due after five years
|
|
|
|
2,004
|
|
4,534
|
|
|
Future finance charges
|
|
|
|
(601)
|
|
(1,521)
|
|
|
|
|
|
|
3,880
|
|
7,329
|
|
|
Amounts recognised in the Statement of Comprehensive
Income
The statement of comprehensive
income shows the following amounts relating to leases:
|
|
|
|
|
|
2024
|
|
2023
|
|
|
|
|
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
Depreciation charge of right of
use asset
|
|
|
|
|
|
663
|
|
608
|
Interest expenses (within finance
costs)
|
|
|
|
|
|
147
|
|
202
|
|
|
|
|
|
|
810
|
|
810
|
|
|
|
|
|
|
|
|
|
Amounts recognised in the Statement of Cash
Flows
The statement of cash flows shows
the following amounts relating to leases:
|
|
|
|
|
|
|
|
|
|
|
|
2024
|
|
2023
|
|
|
|
|
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
Net cash outflows
|
|
|
|
|
|
1,259
|
|
4,403
|
|
|
|
|
|
|
|
|
| |
Low value leases and short-term leases
The Company has no leases for
which the low value or short-term exemptions of IFRS 16 has been
applied.
23 Financial instruments
Group
|
|
|
|
|
|
|
As at
30 September
2024
|
|
Restated
As at
30 September
2023
|
|
|
Financial assets held at amortised
cost:
|
|
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
|
|
11,080
|
|
10,328
|
|
|
Other receivables
|
|
|
|
-
|
|
49
|
|
|
Cash and cash
equivalents
|
|
|
|
6,393
|
|
4,151
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,473
|
|
14,528
|
|
|
|
|
|
|
|
|
|
|
|
Group
|
|
|
|
|
|
|
As at
30 September
2024
|
|
Restated
As at
30 September
2023
|
|
|
Financial liabilities held at
amortised cost:
|
|
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
|
|
Bank borrowings
|
|
|
|
7,295
|
|
9,960
|
|
|
Trade payables
|
|
|
|
969
|
|
331
|
|
|
Amounts owed to parent
undertaking
|
|
|
|
-
|
|
39
|
|
|
Other payables
|
|
|
|
4,554
|
|
4,781
|
|
|
Accrued expenses
|
|
|
|
931
|
|
452
|
|
|
Lease liabilities
|
|
|
|
5,373
|
|
16,985
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,122
|
|
32,548
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
|
|
|
|
As at
30 September
2024
|
|
As at
30 September
2023
|
|
|
Financial assets held at amortised
cost:
|
|
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
|
|
10,842
|
|
10,328
|
|
|
Other receivables
|
|
|
|
14
|
|
49
|
|
|
Cash and cash
equivalents
|
|
|
|
6,163
|
|
4,151
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,019
|
|
14,528
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
|
|
|
|
As at
30 September
2024
|
|
As at
30 September
2023
|
|
|
Financial liabilities held at
amortised cost:
|
|
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
|
|
Bank borrowings
|
|
|
|
7,295
|
|
9,960
|
|
|
Trade payables
|
|
|
|
888
|
|
331
|
|
|
Amounts owed to
subsidiary
|
|
|
|
-
|
|
39
|
|
|
Other payables
|
|
|
|
4,534
|
|
4,781
|
|
|
Accrued expenses
|
|
|
|
887
|
|
452
|
|
|
Lease liabilities
|
|
|
|
3,880
|
|
16,985
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,484
|
|
32,548
|
|
|
|
|
|
|
|
|
|
|
|
24 Financial Risk management
The Group uses various financial
instruments. These primarily include bank borrowings, cash and
various items, such as trade receivables and trade payables that
arise directly from its operations. The main purpose of these
financial instruments is to finance the Group's
operations.
The existence of these financial
instruments exposes the Group to a number of financial risks, which
are described in more detail below.
a) Market risk
Market risk encompasses three
types of risk, being currency risk, interest rate risk and price
risk.
Exposure to interest rate risk is
considered further below. There is no exposure to currency risk as
the Group operates entirely with the United Kingdom and all
transactions are denominated in Pounds Sterling.
Interest rate risk is limited to
interest paid on the Group's variable rate bank borrowings and
interest received on cash deposits. Due to the relatively low level
of borrowings and the low rates of interest on cash deposits, the
impact of any changes in interest rate is not considered
significant.
A change in interest rates of 1%
would add additional cost of between £65,000 and £100,000 per year
depending on the likely average level of the use of the invoice
discounting facility.
b) Liquidity risk
The Group seeks to manage
financial risk by ensuring sufficient liquidity is available to
meet foreseeable needs by closely managing its cash balance. The
Group has significant levels of cash reserves available and
continues to generate profit before taxation. In this context,
liquidity risk is therefore considered to be low.
The Group's borrowing facilities
are continually monitored against forecast requirements and timely
action is taken to put in place, renew or replace credit
lines.
A new invoice discounting facility
was implemented in November 2023, with an initial cap of £15m. The
only relevant covenant is the Group needs to keep a minimum
headroom of £0.5m.
The Group acquires items of
property, plant, and equipment on lease agreements where
appropriate to assist in managing liquidity risk by avoiding the
depletion of cash on large capital purchases. The Group also
manages its liquidity needs by carefully monitoring cash outflows
due on a day-to-day basis.
The Group's financial liabilities
comprise bank borrowings, trade payables, other payables, accruals,
amounts due to related parties and lease liabilities. The maturity
of lease liabilities is disclosed in note 22 above. All other
financial liabilities are expected to be settled within 12 months
of the balance sheet date.
Where the balances are due within
12 months the contractual undiscounted cash flow is considered to
be their carrying value as the impact of discounting is not
significant.
c) Interest rate risk
Interest rate risk is limited to
interest paid on the Group's variable rate bank borrowings and
interest received on cash deposits. Due to the relatively low level
of borrowings and the low rates of interest on cash deposits, the
impact of any changes in interest rate is not considered
significant.
d) Credit risk
The Group's principal financial
assets are cash and trade receivables. Credit risk is also attached
to contract assets that represent accrued income. The credit risk
associated with cash is limited, as the counterparties have high
credit ratings assigned by international credit-rating agencies.
The credit risk associated with trade receivables is minimal as
invoices are based on contractual agreements with long-standing
customers. Debt levels with all customers are closely monitored,
and a process involving informal and then formal communications is
used where payments a re delayed. New customers are carefully
assessed using the usual credit risk agencies.
Credit losses in the last few
years incurred by the Group have consequently been immaterial,
other than two bad debts incurred in the years ended 30 September
2021 and September 2023 of approximately £691,000 that the
directors consider to be fairly exceptional. These arose due to the
unexpected business failures of one major and one minor
customer.
Notwithstanding the lack of
historical credit losses, the Group maintains a provision against
receivables. However, this is not necessarily linked to credit risk
and the ageing of receivables is not the most relevant indicator to
determine the potential impairment of a receivable. The nature of
the Group's operations is such that misunderstandings or minor
disagreements may arise during the course of contracts, which may
sometimes require an adjustment to be made to achieve
settlement.
Further details regarding expected
credit losses can be found in note 19.
Capital management
The Group's capital comprises
total equity and net debt. The Group's capital management
objectives are:
-
To ensure its ability to trade as a going
concern; and
-
To provide an adequate return to
shareholders.
The Group monitors capital based
on the carrying amount of equity and net debt. Adjustments are made
as necessary based on the Directors' assessment of the needs of the
business and external factors such as the Group's industry and the
wider economy. The Group has traded profitably and therefore
generally levels of debt have been low. More recently a revolving
credit facility has been increased to assist with working
capital.
The Group's gearing has therefore
reduced considerably. The group raised further equity in
September/October of 2024 from a number of key new strategic
investors.
The Directors are able to maintain
and adjust the capital structure by adjusting dividends, issuing
new shares or selling assets to reduce debt.
A summary of the Group's gearing
is shown below.
|
|
|
|
30 September
2024
|
|
30 September
2023
|
|
|
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
Total equity
|
|
|
|
11,708
|
|
8,657
|
Net debt
|
|
|
|
6,275
|
|
22,794
|
Total capital
|
|
|
|
17,983
|
|
31,451
|
Gearing ratio (net debt /
capital)
|
|
|
|
35%
|
|
72%
|
25 Share capital
Issued capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at
30 September
2024
|
|
As at
30 September
2023
|
|
Allotted, called up and fully paid
|
|
|
|
£000
|
|
£000
|
|
Ordinary shares of £1
each
|
|
|
|
75
|
|
62
|
|
Share rights
The ordinary shares have attached
to them full voting, dividend and capital distribution rights
(including on winding up). They do not confer any right of
redemption. In the FY2024, two tranches of new ordinary shares of
0.1p each have been issued by the Group:
December 2023
994,431
September 2024
11,729,998
Gross consideration of £6,056k,
which amounted to £5,775k after issue costs.
26
Share based
payments
As part of the Company's flotation
on the Alternative Investment Market of the London Stock Exchange
on 4 February 2022, the Group issued a number of share options and
warrants to key employees and suppliers. 293,250 further options
were granted during the year.
The number of options and warrants
granted is shown in the table below.
|
|
Options
|
Warrants
|
|
|
Number
|
Weighted average exercise
price
|
Number
|
Weighted average exercise
price
|
At 1 October 2023
|
|
3,225,754
|
51.0p
|
716,379
|
50.5p
|
Lapsed
|
|
(293,250)
|
51.0p
|
-
|
-
|
Issued on 14 February
2024
|
|
493,250
|
35.4p
|
-
|
-
|
At 30 September 2024
|
|
3,425,754
|
48.8
|
716,379
|
50.5p
|
Options
The weighted average remaining
contractual life of the share options outstanding at 30 September
2024 was 3 years and 4 months. The options have a fixed exercise
price based on the market price at the time of grant.
The options may be exercised
between 4 February 2027 and 3 February 2029. No specific criteria
is involved other than to be on the payroll for the period up to
the start of the expected life of the options (see below).Any
option holder leaving the employment of the Group before then
forfeits the options. The issue of these options is not part of the
remuneration package for the individuals concerned.
The fair value of the options is
estimated at the grant date using a Black-Scholes option-pricing
model that uses assumptions noted in the table below. All options
were valued using the following assumptions:
Date of grant of option
|
|
14 Feb 2024
|
4 Feb 2023
|
4 Feb 2022
|
|
|
|
|
|
Expected life of options
(years)
|
|
5 years
|
5 years
|
5 years
|
Exercise price
|
|
35.4p
|
56.5p
|
50.5p
|
Market value of share at date of
grant
|
|
35.4p
|
56.5p
|
50.5p
|
Risk free rate
|
|
3.97%
|
3.15%
|
1.43%
|
Expected share price
volatility
|
|
57%
|
42%
|
20%
|
Expected dividend yield
|
|
2.5%
|
6.31%
|
3.36%
|
Fair value per option
|
|
14.31p
|
9.20p
|
5.18p
|
Total fair value of
options
|
|
£56,000
|
£27,000
|
£121,000
|
Charged to profit and loss in
year
|
|
£7,760
|
£6,747
|
£24,298
|
|
|
|
|
|
Expected life of
options
The expected life of the options
was estimated based on the average of the minimum and maximum life
under the option agreements respective.
Risk free
rate
A risk free rate of 3.97% (2023
options : 3.15%) was assumed in the option pricing model, based on
the yield from dividend strip government bonds with a similar life
to the options issued as close as possible to date of
grant.
Dividend
yield
This is based on the level of
dividends paid by Hercules Site Services plc since
testing.
Exercise
price
The exercise price was fixed at
the market price at the date of grant.
Volatility
Volatility was based on the share
price of Hercules Site Services plc. The Directors consider this
the most appropriate method of assessing expected volatility as
there is no comparable listed Group from which to draw data. Taking
into account factors such as liquidity and performance, this is
expected to be a reasonable reflection of the expected volatility
throughout the expected life of the options.
The cost relating to each tranche
that has been charged to profit and loss was included in staff
costs. The total fair value of the options as shown above is being
spread over the vesting period of 5 years in each case.
Warrants
The weighted average remaining
contractual life of the warrants outstanding at 30 September 2023
was 2 years and 4 months. The options have a fixed exercise price
based on the market price at the time of grant.
The warrants may be exercised at
any time from the date of grant (31 January 2022) to 31 January
2025 at the option of the warrant holder.
The fair value of the warrants is
estimated at the grant date using a Black-Scholes option-pricing
model that uses assumptions noted in the table below. All options
were granted on 4 February 2022 and were valued using the following
assumptions:
Expected life of warrants
(years)
|
|
|
|
3 years
|
Exercise price
|
|
|
|
50.5p
|
Market value of share at date of
grant
|
|
|
|
50.5p
|
Risk free rate
|
|
|
|
1.43%
|
Expected share price
volatility
|
|
|
|
20%
|
Expected dividend yield
|
|
|
|
3.36%
|
Fair value per option
|
|
|
|
4.11p
|
Expected life of
warrants
The estimate for the expected life
of the warrants is based on the warrant's contractual
life.
Risk free
rate
A risk free rate of 1.43% was
assumed in the option pricing model, based on the yield from
dividend strip government bonds with a similar life to the options
issued as close as possible to date of grant.
Dividend
yield
This is based on the level of
dividends paid by the Hercules Site Services plc in the
year.
Exercise
price
The exercise price was fixed at
the market price at the date of grant, being 50.5p.
Volatility
Volatility was assumed to be 20%
on average. The directors based this assumption on the share price
of Hercules Site Services plc throughout the year. Taking into
account factors such as liquidity and performance, this is expected
to be a reasonable reflection of the expected volatility throughout
the expected life of the options.
The cost that has been charged to
profit and loss in respect of share options was £23,575. The charge
was included within administrative expenses. The warrants vested
immediately, therefore this charge represents the full calculated
fair value of the instruments and no further charge to profit and
loss will be required.
27 Defined contribution pension
scheme
The Group operates a defined
contribution pension scheme. The pension cost charge for the year
represented contributions payable by the Group to the scheme and
amounted to £553k ( 2023: £503k). Contributions totalling £55k
(2023: £196k) were payable to the scheme at the end of the year and
are included in other payables.
28 Related party transactions
Ultimate controlling party
The ultimate Parent Company is
Hercules Site Services plc.
At 30 September 2023 the
controlling party was Hercules Real Estate Ltd with a share holding
of 67.1%, however at 30 September 2024 Hercules Real Estate Ltd
held 47.7% of the shares, as such there is no overall controlling
party.
Key management personnel compensation
Key management personnel
remuneration has been set out in note 11 to the Financial statements.
Transactions between key shareholder and
subsidiary
The following transactions
occurred between Hercules Real Estate Limited ('HRE') and Hercules
Site Services Plc ('HSS'):
|
|
|
|
|
2024
|
|
2023
|
|
|
|
£000
|
|
£000
|
Lease payments (HSS to
HRE)
|
|
|
565
|
|
390
|
Payment for building services (HRE
to HSS)
|
|
|
-
|
|
3
|
Lease liability between HSS and
HRE as at 30 September
5,152
5,102
Outstanding balances arising from sales/purchases of goods
and services
The following balances are
outstanding at the end of the reporting period in relation to
transactions with related parties:
Group
|
|
|
|
|
|
As at
30 September
2024
|
|
As at
30 September
2023
|
Current (payables)/
receivables
|
|
|
|
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
Hercules Real Estate
Limited
|
|
|
|
|
|
-
|
|
39
|
|
|
|
|
|
|
-
|
|
39
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
|
|
|
As at
30 September
2024
|
|
As at
30 September
2023
|
Current (payables)/
receivables
|
|
|
|
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
Hercules Real Estate
Limited
|
|
|
|
|
|
-
|
|
39
|
|
|
|
|
|
|
-
|
|
39
|
|
|
|
|
|
|
|
|
|
29 Capital commitments
At 30 September 2024, the Group
had orders committed to a value of £159k (2023: £74k).
30
Post Balance
Sheet Events
The Board is pleased to propose a
final dividend of 1.12 pence per share (2023: 1.12 pence). The
dividend will be paid on 21 March 2025 to shareholders on the
register at close of business on 21 February 2025. The shares will
go ex-dividend on 20 February 2025.
31 Further issue of shares
Following the fund raise in
September 2024, in October 2024, a further 4,467,215 ordinary
shares of 0.1p were issued at 49.5 pence per share, raising gross
proceeds of £2,211k. The ordinary shares have attached to them full
voting, dividend and capital distribution rights (including on
winding up). They do not confer any right of redemption.
32
Provisions and contingent liabilities
|
|
|
|
|
|
As at
30 September
2024
|
|
As at
30 September
2023
|
|
|
|
|
|
|
£000
|
|
£000
|
At 1 October
|
|
|
|
|
|
-
|
|
304,951
|
Payments made
|
|
|
|
|
|
-
|
|
(304,951)
|
Additional provision for the
year
|
|
|
|
|
|
-
|
|
-
|
At 30 September
|
|
|
|
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
In 2021 the Directors identified a
potential underpayment of National Insurance contributions in
respect of payments made to subcontractors. Following extensive
professional consultation and advice, the Directors considered the
roles for all subcontractors provided by the Group. Whilst the
Directors consider that many of the roles were outside the scope of
the Agency legislation, there were several that were potentially
considered within the scope of the rules.
The Group immediately commenced
the process of voluntary disclosure to HM Revenue & Customs in
this regard. A provision of £305k was made in 2022 and was fully
paid in FY2023. This provision and payment was based on those roles
that the Directors deemed were inside the scope of the Agency
legislation. Any adjustment to this settlement, however, currently
remains uncertain. The directors have not provided for a
penalty which may be between 0% and 30% of any liability arising
from the disclosure, on the basis that they are making a voluntary
disclosure to HM Revenue & Customs. The Directors have
used their best estimate based on the advice provided and their
analysis of the potential underpayments.
HMRC have made progress in
relation to this process in recent months and have
confirmed:
1)
They will no longer seek to review roles that the Directors
considered outside of the Agency Legislation.
2)
They are now solely focussed on reviewing a sample of
sub-contractor tax returns for the relevant years.
At the time of writing HMRC have
not responded with any final thoughts on this sampling exercise.
The maximum figure is £510k plus any interest applicable, less the
£305k already paid (£205k net). However, this will be reduced by
any amounts under the right of set off, namely employees NIC and
PAYE. The Directors are confident this set off will be close to the
£205k.
33 Discontinued Operations and Assets Held for
Sale
Hercules has decided to dispose of
its suction excavator services business. This disposal meets the
definition of a discontinued operation as stipulated by IFRS 5.
Based on the expected net proceeds of sale the group made an
impairment charge of £2m against fixed assets in FY2024.
The results of the Suction
excavator services discontinued operation are presented
below:
Suction excavator services
|
FY2024
|
FY2023
Restated
|
|
£000
|
£000
|
Revenue (all from external
customers)
|
5,055
|
4,895
|
Cost of sales
|
(2,621)
|
(2,642)
|
Gross profit
|
2,434
|
2,253
|
Administrative expenses
|
(3,156)
|
(2,672)
|
Loss from operations
|
(721)
|
(419)
|
Impairment charge
|
(2,000)
|
-
|
Finance costs
|
(586)
|
(480)
|
Loss before tax
|
(3,307)
|
(899)
|
Taxation
Loss after tax
|
-
(3,307)
|
-
(899)
|
The major classes of assets and
liabilities classified as held for sale as at 30 September 2024
are, as follows:
|
£000
|
Assets
|
|
Tangible assets
|
10,016
|
Inventories
|
71
|
Trade & Other
receivables
|
1,445
|
Cash & cash
equivalents
|
301
|
Assets held for sale
|
11,833
|
|
|
Liabilities
|
|
Deferred tax
liabilities
|
(67)
|
Trade & other
payables
|
(293)
|
Borrowings
|
125
|
Lease liabilities
|
(9,365)
|
|
|
Liabilities held for sale
|
(9,600)
|
|
|
Net assets held for sale
|
2,233
|
d
34
Ultimate parent
and controlling party
The ultimate Parent Company is
Hercules Site Services plc.
At 30 September 2023 the
controlling party was Hercules Real Estate Ltd with a share holding
of 67.1%. At 30 September 2024 Hercules Real Estate Ltd held 47.7%
of the shares, however, it is still deemed the controlling
party.