Nahl Group Annual Report 2023

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FY2023 Annual Report · Nahl Group

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Building on our
foundations,
delivering value

NAHL Group plc

Annual Report and Financial Statements
2023

nahlgroupplc.co.uk

NAHL Group PLC
Bevan House
Kettering Parkway
Kettering Venture Park
Kettering
Northamptonshire NN15 6XR

+44 (0) 1536 527 500

investors@nahl.co.uk

Contents

Strategic Report
Chair’s report

CEO report

CFO report

Our business

Strategic priorities

KPIs

Principal risks and uncertainties

Our sustainable culture

Section 172 statement

Leadership and governance
Board of Directors

Group Executive team

Chair’s introduction to governance

Governance statement

Audit and Risk Committee report

Directors’ remuneration report

Directors’ report

Financial Statements
Independent auditor’s report

Financial statements and notes

Advisers

139

NAHL Group Plc Annual Report and Accounts 2023

Strategic Report

Chair’s Report
The Group continued to deliver further progress across
the business in 2023. National Accident Law (NAL),
our wholly owned law firm, almost doubled the number
of cases it settled compared with 2022 and generated
£6.0m in cash from those settlements. Each year it
becomes a more significant part of our Personal Injury
business. Bush & Co had another strong year achieving
11% growth in revenues and improving its operating profit
margin to 30%. These strong divisional performances
resulted in debt falling by 27%.

NAL ended the year processing 9,983 open claims
(2022: 10,860) which have a combined future cash
value (before future processing costs) of £13.9m
(2022: £11.2m). The improvement in future value
reflects our strategic focus on processing claims
that have a better quality mix and higher average
values and is proof our strategy is working.

Currently, most of the enquiries we generate are
directed to our panel delivering cash and profit in
the short term. Whilst this model does provide cash
flow, the Group continues to believe that a better,
but longer-term, return can be made by investing
those claims in NAL. We continue to monitor the
balance between these two options, as we plan the
future for NAL.

Overall, we completed the year with revenues of
£42.2m (2022: £41.4m), a profit before tax of £0.6m
(2022: £0.6m) and a further reduction in net debt to
£9.7m (2022: £13.3m).
Consumer Legal Services
Revenues in the Consumer Legal Services (CLS)
division were marginally lower than last year at
£27.6m (2022: £28.3m) due to the disposal of
our non-core business Homeward Legal at the
beginning of the year, and a reduction in the size of
our joint venture1 LLPs. The Personal Injury business
remained profitable and cash positive, growing
market share.

NAL generated £6.0m in cash from settlements
compared with £3.5m in 2022 and £2.1m in 2021
and is nearing an important inflection point, when
the expected value of new claims started is broadly
equal to the value of those settled. Investing more
enquires into NAL, now that we can see the return,
will increase its potential even further.

The Personal Injury business has outperformed the
market; the volume of enquiries generated by NAL
increased by 2%, against a decline in the overall
number of claims in the market. Consequently, our
market share grew by 8% compared with 2022.

The vast majority of Road Traffic Accident (RTA)
claims are directed to NAL and we continue to
screen out the lowest value RTA enquiries as they
are not profitable to process. We have also directed
our marketing efforts to target higher quality
claims. This selective approach is contributing to
an improvement in the average value of an RTA
claim which is now similar to a non-RTA case, with
the benefit of a slightly shorter lifecycle. As a result,
the average future value of claims going into NAL
improved again in 2023.

NAHL Group Plc Annual Report and Accounts 2023

Strategic Report Summary
I would like to thank all our employees for their
continued commitment and hard work. Our people
and culture are central to our success.

We have made good progress again this year
across the Group and delivered a further significant
reduction in debt. The personal injury business
remains cash generative and profitable and is
winning an increasing share of enquiries in the large
RTA market. Our own law firm, NAL has a strong
pipeline of value in its book of claims. It has shown
what it can achieve and has the potential to become
an even more important part of the Personal Injury
business in the future. Critical Care has delivered a
good return on the investment we have made with
another year of revenue and profit growth and an
impressive 30% operating profit margin.

In view of its strong performance, this could
be an attractive opportunity for a buyer and
generate immediate value for shareholders. We
are, therefore, at an early stage of investigating a
potential sale of Bush & Co., but there is no certainty
that a sale will happen.

The Group is in a very different place to
a few years ago, and even more strongly
positioned as a result. Our strategy is producing
substantive results, and I am confident that
we are on track for further success.

Tim Aspinall

Chair

Some enquires continue to be directed to our
joint venture law firm, Law Together LLP, which
provides an important component of our flexible
placement model, particularly as the personal injury
legal market continues to consolidate reducing the
number of panel law firms.

The other component of our Consumer Legal
Services division is our searches business. Despite
difficult market conditions resulting in transaction
volumes falling, Searches UK performed well. The
business was cash positive and generated a profit of
£0.2m on revenues of £2.7m.

Critical Care
Bush & Co had another strong year with revenues
increasing by 11% to £14.6m (2022: £13.2m) and
operating profit growing by 29% to £4.4m (2022:
3.4m). The operating profit margin also increased to
30% (2022: 26%). Around 49% of Bush’s revenues
are recurring.

Case management is the most established part
of our business and we have a strong reputation
for this amongst all the leading law firms in the
catastrophic and serious injury market. Whilst
revenues were broadly in line with the previous year,
the profitability of this work has been enhanced. This
was achieved through our investment in technology
and back-office processes, which has now been
completed.

Our expert witness offering achieved good growth
again this year. It has become an increasingly
important part of our Critical Care business and now
accounts for 45% of Bush & Co.’s turnover (2022:
36%). We expect to see further growth in this
segment of the market and are continuing to recruit
associate expert witnesses to meet the strong levels
of ongoing demand.

Bush & Co. Care Solutions, which was only launched
towards the end of 2021, offers nurse led care
management solutions in an adjacent market to
case management, generally after settlement of
the litigation. It has proved to be a successful and
profitable initiative and grew its revenues by 39%
to £0.5m (2022: £0.4m).We expect to see growth
continue now we have established our position in
this additional market.

Our previous investments in improving the
infrastructure at Bush & Co. and developing our
expert witness and care offerings has created a
highly profitable business, with a strong record of
growth and a platform for future success.

1. Throughout this document, references to ‘joint venture’ law firm relate to our law firms Your Law LLP and Law Together LLP which we operate
in partnership with a minority member. The term ‘joint venture’ does not relate to the UK-adopted International Accounting Standards (IFRS)
definition. These law firms are accounted for as subsidiary undertakings, see note 1 to the financial statements for further details.

CEO Report
We are making good progress across the Group,
and in 2023 we grew revenues and earnings,
and significantly reduced net debt. Our strategy
is working and we are on track to deliver
significant growth as our business matures.

Overview
In 2023, we continued building on the Group’s
strong foundations.

Despite the ongoing macroeconomic volatility,
increasing cost pressures and high inflation, we
grew our revenues and underlying earnings and
made a significant reduction to our net debt, further
strengthening our balance sheet position. We
demonstrated further improvements in our Personal
Injury business, which was again profitable and cash
generative, and delivered double digit growth in our
Critical Care business. The disposal of Homeward
Legal, our non-core conveyancing business, in April
2023 successfully removed a drag on our growth
and allowed us to refocus on our strategic priorities.

These results position us well to continue
our growth and realise the step-change
in profitability that we have been working
towards, as our own fully integrated law firm,
National Accident Law (NAL), matures.

Financial performance
Group revenue increased by 2% in the year,
to £42.2m (2022: £41.4m), reflecting a strong
performance in our Critical Care division. Revenues
in the Consumer Legal Services division were lower
than last year because of the disposal of Homeward
Legal in April 2023. On a continuing basis, revenues
grew by 4% to £41.9m (2022: £40.2m).

Operating profit for the year was higher than
anticipated at £4.1m, (2022: £4.8m). The reduction
versus prior year is due to the change in placement
of work, away from our joint venture partnerships
and into NAL, to generate higher profits over the
medium term.

Profit before tax was £0.6m (2022: profit before tax
of £0.6m). Basic earnings per share on continuing
operations (EPS) increased to 0.9p (2022: 0.8p).

Last year, I said that continuing to reduce borrowing
levels whilst balancing investment in both divisions
to enable future growth was a strategic priority for
the Group, and I’m pleased to report that our results

exceeded our expectations. The Group generated
£3.6m of free cash flow in the year, which was
64% more than last year. Improvements came
from increased cash from settlements in NAL, a
higher return from our joint-ventures, and from a
61% increase in cash generation in Critical Care.
Importantly, our Personal Injury business was cash
generative again this year. Net cash generated from
operating activities was also very strong, increasing
24% to £7.5m (2022: £6.0m) and operating cash
conversion increased to 217% (2022: 143%).

As a result of this strong cash performance, net debt
at 31 December 2023 was lower than anticipated
at £9.7m, down 27% in 12 months (31 December
2022: £13.3m).

Divisional performance
Consumer Legal Services
The personal injury market remained subdued in
2023, but our Consumer Legal Services division
performed well – growing the number of enquiries
that we generated, increasing the value of our book
of claims, and improving cash generation.

Revenue in the division reduced by 2% to £27.6m
(2022: £28.3m), as a result of the disposal of our
non-core conveyancing business, Homeward
Legal, in April 2023. Excluding the discontinued
business, the underlying revenues grew by 1%
and the Personal Injury business increased its
revenues by 3%. Operating profit decreased by
33% to £2.8m (2022: £4.2m). This reduction
was a consequence of our strategic decision to
prioritise investing new claims into NAL thereby
reducing the flow of work to our joint-venture
firms. This will help us to create a more profitable
and sustainable firm in the medium term.

The division generated £2.1m of cash from
operations in the year (2022: £2.2m). After
deducting drawings paid to LLP members, both the
Personal Injury (2023: £1.6m; 2022: £1.8m) and
Residential Property (2023: £0.5m; 2022: £0.3m)
businesses were cash generative.

NAHL Group Plc Annual Report and Accounts 2023

Strategic ReportStrategic Report Personal Injury
The UK personal injury market contracted further
during 2023. According to official figures from
the Claims Compensation Recovery Unit of the
Ministry of Justice, the number of personal injury
claims fell by 3% in the year, driven by a 5%
decrease in road traffic accident claims (RTAs).
Whilst smaller in quantum, employer liability,
public liability and clinical negligence claims
increased by 2%, 11%, and 3% respectively. Our
internal analysis puts the value of the claimant-
side personal injury market to be around £1.1bn,
so whilst the trend for slowly contracting claims
numbers has returned to its pre-pandemic trend,
and we believe that this trend is set to continue,
this remains a large and attractive market.

Our priorities during 2023 were threefold.

1) Firstly, we wanted to grow the number of

personal injury accident victims we supported
by increasing the number of enquiries we
generated. We did this successfully and the
results for 2023 showed that National Accident
Helpline generated 35,643 enquiries in the
year, which was 2% more than the prior year
(2022: 34,905). The mix of enquiries generated
changed slightly from last year, with RTA making

up 25% of the total (2022: 22%), non-RTA 47%
(2022: 50%) and specialist enquiries remaining
consistent at 28%. In the first half of the year,
the business did not have any placement options
on its panel for RTA enquiries which meant that
all of these were placed into NAL. These were
higher quality claims than we anticipated, which
will generate a lifetime return akin to non-RTA,
but the additional volume limited our capacity to
grow our non-RTA book during the year.

Our enquiry generation was achieved with a 2%
increase in our direct media marketing spend,
including a £0.5m investment in TV advertising
in the first half of the year. Whilst our brand
advertising on TV generated a positive return,
subsequent analysis showed that given the
prevailing market dynamics, we would generate
a higher return by pivoting to social media
advertising, which is what we successfully
executed in the second half of the year.

Our marketing efforts resulted in an 8% increase
in market share during the year and independent
research revealed that the National Accident
Helpline brand remained the “first choice for
people who have had an accident and want legal
representation”. In RTA claims, NAHL increased
its market share to its highest level since the
Government’s whiplash reforms, growing from
1.5% in December 2022 to 1.9% in December
2023, on a trailing 12-month basis. Our share
of the non-RTA market (excluding industrial
disease) held broadly level at 17%.

2) Our second priority was to grow the value of
personal injury enquiries processed in our
own consumer-focused law firm, National
Accident Law, which will enable us to create a
more profitable and sustainable business over
time. Whilst the results show that we placed
slightly fewer new claims into NAL in 2023, the
value of these claims was substantially higher.
Furthermore, as at 31 December 2023, the value
of the book of claims that the firm was working
on was by 24% higher than 12 months prior.

In 2023, the Group placed 8,518 new enquiries
into NAL which cost £3.0m in marketing
investment (2022: £2.7m). Whilst this was
slightly fewer in number than the prior year
(2022: 8,760), these enquiries were of a higher
quality and are anticipated to generate a higher
return over their lifecycle. Such claims can take
several years to process, and not all will be won
and result in settlement. However, we estimate
that the new claims introduced in 2023 will be
worth £6.6m in future revenue and cash by
the time they mature, compared to new claims
worth £5.9m in 2022.

years. We plan to continue to utilise the flexibility
that this arrangement provides us.

Residential Property
The division’s Residential Property businesses,
which comprised Homeward Legal and Searches
UK, generated revenues of £2.9m (2022: £4.3m)
and operating profit of £0.1m (2022: £0.3m).

As previously announced, Homeward Legal was sold
during the year and has been shown in the financial
statements as a discontinued operation. The UK
residential property market proved to be challenging
in 2023, caused by high interest rates resulting in a
reduction in the number of new mortgages agreed,
consequently Homeward Legal made a small loss.
The business was sold in April 2023 for £0.1m,
which equated to the net asset value at the time of
disposal. Details of the sale are presented in note 27
to the financial statements.

Searches UK, the Group’s other Residential
Property business which prepares property
search reports for homebuyers, also experienced
challenging conditions. Its revenues contracted
by 13.5% to £2.7m but it reduced its costs, and
it returned a profit of £0.2m (2022: £0.3m). The
business also remained cash generative during
the year.

NAL settled 3,633 claims during the year,
which was 92% more than the 1,894 settled
in 2022 , demonstrating the rapid scale up of
operations within the firm. Throughout the year,
NAL consistently improved its performance
levels, reducing timescales for admissions and
settlements, and the team implemented several
improvements to processes and systems to help
make the firm more efficient.

At 31 December 2023, NAL was processing
9,983 ongoing claims (31 December 2022:
10,860 ongoing claims). These claims represent
an embedded value to the business, being
the future profits and cash to be generated by
processing them through to settlement. In the
second half of the year, we conducted a detailed
assessment of the book including previous
settlement results, which resulted in an upgrade
to the value of the book by £2.1m. We estimate
that after expensing the marketing costs to
generate these claims and processing costs to
date, our book of ongoing claims will generate
future revenues of £9.9m, future gross profits of
£8.6m, and future cash of £13.9m. This is 24%
more than the £11.2m of future cash that we
estimated the book to be worth a year ago.

3) Our final priority for 2023 was to ensure that the
Personal Injury business was self-funding and
that we paid for the investment in new enquiries
in NAL by leveraging our agile and scalable
placement model. This was also achieved as the
Personal Injury business generated a net cash
flow, after deduction of drawings paid to LLP
members, of £1.6m (2022: £1.8m).

NAL collected £6.0m of cash from settlements in
2023, which was 73% higher than in 2022 (2022:
£3.5m), a clear sign of the growing maturity of
NAL and the focus on cash collection that has
been embedded in the firm.

Our panel of third-party law firms continued to
provide a good service for our customers and
an important source of cash flow to support our
growth. In total, approximately 24,500 enquiries
were placed into our panel, across all enquiry types
(2022: approximately 23,500 enquiries).

Our joint-venture law firms performed well during
the year. Law Together LLP, which launched in 2019,
is mature and received approximately 2,500 new
enquiries in the year (2022: approximately 3,000
enquiries). Our first joint-venture, Your Law LLP, is
in run off and took no new enquiries in either period.
Both of these partnerships are profitable for the
Group and they delivered a combined £4.4m of cash
in the year (2022: £3.3m) after deducting drawings
to LLP members, reflecting the investment that we
have made in these partnerships over a number of

NAHL Group Plc Annual Report and Accounts 2023

Strategic ReportStrategic Report Critical Care
In the Group’s Critical Care division, Bush & Co. had
a very strong year, delivering double-digit growth
in revenue and profit, along with impressive margin
expansion.

Revenues increased by 11% to £14.6m (2022:
£13.2m), of which around 49% was recurring.
Operating profit increased by 29% to £4.4m (2022:
£3.4m) and operating profit margins increased by
4 percentage points from 26.0% to 30.0%. The
business generated £4.9m of cash from operations,
an increase of 61% on the prior year (2022: £3.1m).

Bush & Co. operates in the catastrophic injury
and care markets, with most work arising from
injuries suffered in serious RTAs or through medical
negligence. Statistics from the Department of
Transport show that the number of serious RTAs
reduced by 1%1 in 2023 and returned to their
pre-pandemic trend of a slow decline. Conversely,
data from NHS Resolution shows that the medical
negligence market has been growing steadily since
2018/19. Whilst their most recent report shows the
number of new claims registered in 2022/23 was
down 10% on the prior year, this was still more than
each of the preceding eight years, and so the trend
remains positive.

In Critical Care, our strategy is to grow market share
by broadening our customer base, extending our
competencies and specialisms and becoming more
efficient at what we do. In 2023, we successfully
delivered against each of those objectives.

Expert witness services had its best year ever,
continuing its strong growth and increasing
revenues by 37%. The team delivered 1,136 reports
to customers, an increase of 17% on the prior year
(2022: 974), and there was more demand for follow
up work.

In case management services, revenues were flat
year-on-year. The business delivered 539 initial
needs assessment (INA) reports, which was 2%
higher than last year. This business is servicing
1,406 ongoing case management clients (2022:
1,354) that generate recurring revenue for the
Group through our claimant, defendant and insurer
relationships. These services are billed on a regular
basis depending on the level of support required.

We grew and strengthened our customer base in
the year, leveraging our previous investments in
marketing and business development to continue to
grow our pipeline of new work. Overall, instruction
numbers were up 4%, with expert witness
instructions up 9% to 1,142. INA instructions were
down 5% to 530 but this is against the backdrop of
an exceptional year in 2022 when INA instructions
grew by 14%.

Our investment in the recruitment of new associates
has proven key to the growth in revenue in this
division. We onboarded 76 new associates in
the year and grew expert witness and case
management associate numbers by 22% and 22%
respectively. We ended the year with 158 expert
witness associates and 117 case management
associates.

We also continued to grow our team of employed
case managers, which enables us to process less
complex work at a higher utilisation rate, thereby
increasing margins. The team increased from seven
employees at the start of the year to nine by the end.
We will continue to build in this area through 2024.

In 2021, we launched Bush & Co. Care Solutions to
complement our case management proposition and
expand into the adjacent care market. This initiative
has performed well in the year, with revenues
growing by 39% to £0.5m (2022: £0.4m). This
growth was driven by a 111% increase in the number
of standalone nurse-led care packages from
December 2022 to December 2023, which generate
monthly recurring revenue. This service is regulated
by the Care Quality Commission (CQC) and in
December 2023 the CQC carried out an inspection,
rating our services as Good across all areas of the
inspection.

Over the past couple of years, the business has
been investing in new systems and people in order
to become more efficient and the benefits of this
work became evident in 2023. We previously
implemented a new finance system and through
2023 the team have been upgrading the back-office
systems and processes to enhance our capabilities.
As a result, the team are now able to issue invoices
and statements sooner in the month, with less
resource, and better analyse the debt owed from
customers. As a result, debts continue to be
recovered quicker and this contributed to the 61%
improvement in cash from operations in the year.

Due to the efficiencies achieved, the team have been
able to operate with a lower level of variable costs,
resulting in improved operating leverage and the
margin expansion noted above.

Our sustainable culture
At NAHL, we are creating a sustainable business
for the long-term gain of all our stakeholders.
To us, this starts with a focus on maintaining
a progressive, inclusive culture so that we can
attract and retain the very best people, whilst also
being mindful of the planet and local communities.
This enables us to provide a great service to our
customers, in addition to creating long-term
value for our shareholders. The Group’s values

Our employees are passionate about our business
and also the communities in which we operate.
The Group and its employees raised over £8,500
for charity in 2023, and our people volunteered
450 hours of their time to working in our local
communities.

Every year we measure the engagement levels
of our people through a survey which is based on
the Gallup2 Q12 Survey. I’m proud to report that in
2023, we achieved our highest ever score of 81%
engagement (2022: 78%). This is an outstanding
result that sets us apart from other employers.
According to Gallup2, the average engagement
score of other UK companies is just 10%; and in
Gallup2’s best performing cohort of companies
globally, who are awarded Exceptional Workplaces,
the average is still lower than NAHL at 72%.

Extended banking facilities
Since the year-end, the Group has successfully
extended its banking facility with Clydesdale
Bank/Virgin Money. In February 2024, we
reduced our £20m revolving credit facility,
which was due to expire on 31 December 2024,
to a £15m facility which runs to 31 December
2025. The Board has determined that this
lower facility should be adequate for the Groups
needs as it continues to de-leverage, and it
will enable us to save on finance costs.

of Driven, Curious, Passionate and Unified
continue to guide how we do things at NAHL.

The Group employed 280 people at 31 December
2023, which was broadly consistent with the prior
year (31 December 2022: 283), and we invested
across the business, particularly in areas such as
litigation, marketing and Bush & Co. Care Solutions.
We have embraced the benefits of remote working
at NAHL, which provides us with greater access
to highly skilled colleagues from across the UK.
39% of our workforce operate on a hybrid basis,
30% work on a fully remote basis and 31% operate
permanently from one of our offices. We are
mindful of the challenges that working from home
can present, and so in 2023 we launched our Fit
for Work programme, aimed at improving working
relationships, productivity and collaboration
between our people. Our employees value the
support and flexibility that we offer and this helped
to reduce our staff turnover by 8 percentage points
in the year.

Our people are recruited to join our teams from a
diverse range of backgrounds and experience as
we believe that makes us better able to serve our
customers; and we expect our leaders to engender
trust with all our stakeholders by demonstrating
their ability, integrity and benevolence. When we
surveyed our people during the year, 93% said
that they believed that everyone in our business is
treated fairly regardless of race, gender, ethnicity,
disability, sexual orientation or other differences, a
result I am very proud of and we remain committed
to further ongoing efforts to ensure improvements
in this area.

As at 31 December 2023, the gender split across the
Group was 70% female and 30% male, and on the
Board it was 20% female and 80% male.

Development of our people is a key part of our
employee proposition, and we invested in almost
14,000 hours of training and development across
the Group in 2023. This included internally delivered
courses on Strengths, Self-Confidence and
Imposter Syndrome, as well as our very successful
Pathway to Leadership programme for aspiring
managers. In 2023, we also launched our new
Commercial Leadership Academy which is designed
to develop the next generation of leaders for the
Group, and we were thrilled with the results that it
delivered.

References

1. Critical Care

https://www.gov.uk/government/statistics/reported-road-casualties-in-great-britain-provisional-estimates-year-ending-june-2023/reported-
road-casualties-in-great-britain-provisional-estimates-year-ending-june-2023

2. Gallup state of the workforce report, 2023

NAHL Group Plc Annual Report and Accounts 2023

Strategic ReportStrategic Report the first quarter than last year. Case management
performance was largely flat year-on-year and Care
Solutions continued its strong growth, increasing
revenues by 40% in the first quarter.

As a Board, we are pleased with the progress
that Bush & Co is making in growing its revenues
and profits and continue to believe that there is
an exciting opportunity for that business in its
market. The Board is always considering strategic
options that seek to accelerate growth in value for
shareholders and consequently we are currently
investigating the potential sale of Bush & Co. As
advised in our announcement on 5 April 2024, whilst
an adviser has been appointed to support us in this
matter, we are at a very early stage and there can
be no certainty that a sale of Bush & Co will occur,
nor as to the terms or timing of such sale. The Board
will provide an update to shareholders as and when
appropriate.

Finally, I’d like to pay tribute to our fantastic team of
people without whom we could not have delivered
these strong results. I’m proud of our achievements
in 2023 and I look forward to working together to
deliver our future goals in 2024.

James Saralis

Chief Executive Officer

Current trading and outlook
The Group has demonstrated its ability to scale and
outperform its markets in both of its divisions and
we have significantly reduced net debt from a peak
of over £21.0m in 2019 to under £9.7m by the end
of 2023. We remain on track to deliver against our
strategy in both of our divisions in 2024.

In Personal Injury, we are growing the value of
claims processed through NAL, which will lead to
higher future profits and cash as claims mature. In
Critical Care, we have created a platform for growth
with new systems, a new care proposition and an
enhanced business development capability that
will enable us to win further share in a fragmented
and consolidating market. Our strategy remains
to build on these strong foundations, and the
Board is confident in delivering the growth in
profits and reduction in net debt in line with market
expectations.

In March 2024, the UK Supreme Court ruled in
favour of the claimant in Rabot vs Hassam, which
the Board considers a positive development for
personal injury claimants and the Group. This case
determined the approach to valuing mixed-injury
RTA cases that settle in the small claims track.
Mixed injury cases are those where the claimant has
suffered a whiplash injury and a minor non-whiplash
injury. The judges ruled that the overall award
cannot be lower than the value of the non-whiplash
injury alone. Non-whiplash injuries generally have
a higher value than whiplash injuries as they were
not affected by the civil justice reforms. This
important judgement will result in an increase in the
average level of damages awarded in mixed-injury
claims, and should reduce settlement timescales,
both of which will be welcome news for accident
victims. This will also translate into increased
average revenues in RTA mixed-injury claims being
processed by NAL, which should help to offset the
broader market challenges described above.

In Q1 2024, we continued to scale NAL and the
business has settled 26% more claims than in the
equivalent period last year and generated £2.0m
of cash from settlements, 67% more than prior
year. Simultaneously, we proactively reduced the
number of enquiries that we generated in National
Accident Helpline by 30% to match a short-term
reduction in panel demand whilst protecting cases
going into NAL. This led to lower revenues in the first
quarter than we anticipated, offset in part by a 45%
reduction in marketing spend. Pleasingly, demand
is returning, and we have increased marketing
spend to grow enquiry numbers accordingly. In
Critical Care, expert witness services continued its
excellent performance, issuing 4% more reports in

CFO Report

Overview
The year saw the Group continue to grow, reduce
its net debt further and dispose of the non-core
Homeward Legal business. This was despite
continued headwinds in the broader personal injury
market which remained subdued.

National Accident Law (NAL) is now approaching
maturity on current volume levels being placed and

Review of income statement

Consumer Legal Services

Critical Care

Revenue

Consumer Legal Services

Critical Care

Shared Services

Other items

Operating Profit

Profit attributable to non controlling interest in LLP

Financial income

Financial expense

Profit before tax

Taxation

Profit and total comprehensive income for the year

is generating significant cash receipts. Meanwhile
the investments made within the Critical Care
division are starting to pay back through revenue
and margin growth.

Revenue grew by 2% to £42.2m (2022: £41.4m),
and 4% on a continuing basis. Operating profit fell
by 13% to £4.1m (2022: £4.8m). This was offset by
lower profits attributable to non-controlling interests
which reduced to £2.5m (2022: £3.6m).

2023
£m

27.6

14.6

42.2

2.8

4.4

(1.9)

(1.2)

4.1

(2.5)

0.2

(1.1)

0.6

(0.3)

0.4

2022
£m

28.3

13.2

41.4

4.2

3.4

(1.7)

(1.1)

4.8

(3.6)

0.1

(0.7)

0.6

(0.2)

0.4

Change
£m

(0.7)

1.5

0.8

(1.4)

1.0

(0.2)

(0.0)

(0.6)

1.0

0.1

(0.4)

0.1

(0.1)

(0.0)

Change
%

-2.4%

11.0%

1.9%

-32.9%

28.7%

12.1%

3.6%

-13.4%

-29.5%

97.0%

57.1%

14.1%

44.2%

-0.3%

Consumer Legal Services
Revenue in the Consumer Legal Services division fell
by 2% to £27.6m (2022: £28.3m), however when
excluding the disposal of Homeward Legal, revenue
grew by 1% to £27.3m (2022: £27.1m). Operating
profit fell by 33% to £2.8m (2022: £4.2m). This
was expected as the business continues to grow
NAL. This profit takes longer to come through as
cases settle but ultimately generates a higher return
than placing with the joint ventures and panel. The
division remained profitable after deducting non-
controlling interests, generating profits of £0.3m
(2022: £0.6m).

Enquiry numbers grew by 2% to 35,643 (2022:
34,905) arising from market share gains as the
market continued to shrink slightly year on year

(-3%). 8,518 enquiries were passed across to NAL
during the year (2022: 8,760). This is slightly lower
than the previous year but represented a higher
value mix of cases following the decision to stop
processing tariff only soft tissue cases in early 2022.

By the end of the period, NAL was processing
9,983 open cases (2022: 10,860). These ongoing
cases are expected to contribute c.£9.9m
(2022: £8.2m) in future revenue and c.£13.9m
of future cash receipts. The estimated value
of these open cases was uplifted by £2.1m in
the year following a review of historical cases
which showed that cases are settling on average
at higher values than originally expected.

NAL is moving closer to maturity based on the
current volumes being placed each month and this

NAHL Group Plc Annual Report and Accounts 2023

Strategic ReportStrategic Report of claims processed in our law firms and by our
panel. In practice it is rare for accrued income to
be downgraded once an admission of liability has
been received. These assumptions are updated with
actual results as claims settle.

Disbursement receivables increased to £9.0m
(2022: £8.4m). This was expected as NAL continues
to mature and sees an increase in the number of
litigated cases which take longer to settle.

Payables increased slightly from £15.8m on 31
December 2022 to £16.2m at the balance sheet
date largely due to accrued management bonuses
which were paid in March 2024.

Net debt and bank facilities
Reducing net debt remains a key focus particularly
within the current high interest cost environment.
We managed our cash resources well during the
year whilst continuing to add new cases into NAL.
As a result, net debt fell from £13.3m on 31
December 2022 to £9.7m at year-end. Net debt is
defined below and is comprised of £2.0m of cash
(2022: £2.6m) offset by borrowings of £11.7m
(2022: £15.9m).

The borrowings represent a balance on the Group’s
Revolving Credit Facility with its lender, Clydesdale
Bank/Virgin Money.The facility has been reduced
to £15m since the balance sheet date (£20m at 31st
December 2023) and has been extended to run
through to 31 December 2025.

Review of the cash flow statement

Net cash generated from operating activities

Net cash used in investing activities (incl disposals
of subsidaries)

Principal element on lease payments

Drawings paid to LLP members

Net cash using in financing activities
(before borrowings)

Free cash flow

Repayment of borrowings

Net (decrease)/increase in cash and cash equivalents

2023
£m

7.5

(0.3)

(3.3)

(3.6)

3.6

(4.3)

(0.6)

2022
£m

6.0

(0.3)

(3.3)

(3.5)

2.2

(2.0)

0.2

Change
£m

Change
%

1.5

24.8%

(0.1)

(0.0)

21.0%

0.5%

0.8%

(0.0)

0.7%

1.4

64.0%

(2.3)

112.3%

(0.8)

-427.3%

can be seen from the cash being generated from
settled cases. Cash receipts from settled cases grew
by 73% in the year to £6.0m (2022: £3.5m) from
3,633 settled cases (2022: 1,894). This compares to
£6.6m of expected revenue across the life cycle of
the new cases added during the year (2022: £5.9m).
Cash collected since inception now totals £13.0m.

Profit attributable to non-controlling interests fell by
29% in the year to £2.5m (2022: £3.6m). This was
expected as the book of open cases in Your Law falls
as it continues to run off.

The Residential Property business generated a
positive contribution to profit of £0.1m (2022:
£0.3m) after allocation of shared costs. The
residential property market remains depressed due
to the high cost of borrowing compared to previous
years. The Homeward Legal business, which is no
longer part of the Group generated a loss of £49k
prior to its disposal (2022: a profit of £13k).

Critical Care
The Critical Care division had a strong year, growing
revenues by 11% to £14.6m (2022: £13.2m) with
operating profit increasing by 29% to £4.4m (2022:
£3.4m) and operating margins grew by 400bps to
30%.

The division continues to benefit from previous
investments in business development activity,
contributing to a 9% increase in expert witness
instructions.

A richer case mix and increased additional work
per report led to an increase in the average value
of expert witness report revenues, whereas little
change has been seen in the average revenues per
instruction in case management.

Bush & Co. Care Solutions continued to show
growth, delivering revenues of £0.5m in the year
(2022: £0.4m) following its launch towards the end
of 2021.

Shared Services and
other items
The costs for the Group’s Shared Services functions
increased by £0.2m to £1.9m (2022: £1.7m) largely
as a result of increased staff costs due to bonuses.
Other items which include share-based payments
and amortisation increased by £0.1m to £1.2m
(2022: £1.1m).

Financial expense
Costs relating to the financing of debt increased to
£1.1m in the year (2022: £0.7m) despite net debt
falling by £3.6m. This is due to rising interest rates

during the year. Our debt is linked to the Sterling
Overnight Index Average (SONIA) plus 2.25%.

Taxation
The Group’s tax charge of £0.3m (2022: £0.2m)
represents an effective tax charge of 40.9% (2022:
32.4%). This is higher than the standard corporation
tax rate, which rose from 19% to 25% in April 2023,
due to the reasons set out in note 8. The deferred
tax credit originates from temporary differences
in intangible assets acquired on business
combinations.

Earnings per share (EPS) and
dividend
Basic EPS for the year was 0.8p (2022: 0.8p) and
the diluted EPS was 0.8p (2022: 0.8p), reflecting
the impact of share options due to vest in future
years. Basic EPS for continuing operations was 0.9p
(2022: 0.8p)

The Board does not believe it is appropriate to
re-instate dividends at this time and the Directors
have recommended that no final dividend be paid in
respect of 2023 (2022: nil).

Review of the statement of
financial position
In reviewing the statement of financial position, I
consider the significant items to be working capital,
defined as trade and other receivables less trade
and other payables, and net debt.

Working Capital
Trade and other receivables less trade and other
payables totalled £14.3m at year end (2022:
£17.1m). The reduction is primarily due to collection
of deferred payments due under the arrangements
with joint venture partners which moved from
£5.2m to £2.4m.

Also within trade receivables and accrued income,
although balances related to the processing of
personal injury claims fell slightly to £7.4m (2022:
£7.5m), there has been a shift between NAL and the
joint ventures as NAL becomes a bigger driver of
value.

There remains a significant element of uncertainty
in estimating this accrued income, as discussed
further in note 1 to the financial statements.
Management review historical case performance
to inform the assumptions adopted. The Directors
believe that the assumptions adopted are
appropriate and based on historical experience

NAHL Group Plc Annual Report and Accounts 2023

Strategic ReportStrategic Report The Group’s cash and cash equivalents reduced
by £0.6m in the year (2022: increase of £0.2m).
The significant items in the consolidated cash flow
statement are net cash from operating activities,
drawings paid to LLP members and the repayment
of borrowings.

Net cash from operating activities increased
from £6.0m to £7.5m. This was partly driven by
maturing receipts from settled cases in NAL,
which generated £6.0m (2022: £3.5m) in receipts,
and £4.4m, (2022: £3.3m) cash received from
joint venture relationships. In addition to this, the
Critical Care division generated £4.9m (2022:
£3.1m). This was partly offset by the continuing
investment of new cases to NAL as the law
firm progresses to maturity, as well as bank
interest payments of £1.0m (2022: £0.6m).

The Group paid £3.3m (2022: £3.3m) of
drawings to its partners in the joint venture law
firms during the year, under the terms of our
agreements. This reflects the continuing closure
of claims won and settled during the year. The
Group also acquired £0.2m (2022: £0.2m) of
intangible assets in the year as it completed
technology upgrades in Critical Care.

The Group repaid £4.3m (2022: £2.0m) of
borrowings in the year on its Revolving Credit
Facility.

Free Cash Flow (FCF) is the Group’s KPI with
regards to cash flow. FCF in 2023 was £3.6m
compared to £2.2m in 2022. The primary reason for
this increase is a rise in personal injury cash receipts
on settled cases as more cases settle in NAL and the
joint venture partnerships. Personal Injury continues
to be entirely self-funding investment into new
cases.

The Group also monitors operating cash conversion.
This was 217% in the year (2022: 143%), a direct
reflection of the movements outlined above.

Conclusion
In conclusion, 2023 has been a positive year
towards delivering on our strategic goals. We
continue to balance investing in new cases for
the law firm as it builds towards maturity, whilst
continuing to reduce debt. This has been achieved
despite continued headwinds in our markets and the
wider economy.

Chris Higham

Chief Financial Officer

Alternative performance
measures
Management monitors a number of non-statutory,
alternative performance measures (APMs) as part
of its internal performance monitoring and when
assessing the future impact of operating decisions.
The APMs allow a year-on-year comparison of
the underlying performance of the business by
removing the impact of items occurring either
outside the normal course of operations or as a
result of intermittent activities, such as acquisitions
or strategic projects. The Directors have presented
these APMs in the Strategic Report because they

believe they provide additional useful information
for shareholders on underlying business trends and
performance. As these APMs are not defined by
UK-adopted International Accounting Standards
(IFRS), they may not be directly comparable to
other companies’ APMs. They are not intended
to be a substitute for, or superior to, UK-adopted
International Accounting Standards (IFRS)
measurements and the Directors recommend that
the UK-adopted International Accounting Standards
(IFRS) measures should also be used when users
of this document assess the performance of the
Group. The APMs used in the Strategic Report are
defined below.

Free Cash Flow
Calculated as net cash generated from operating
activities less net cash used in investing activities
less payments made to partner LLP members
and less principal element of lease payments. This

measure provides management with an indication
of the amount of cash available for discretionary
investing or financing after removing material
non-recurring expenditure that does not reflect the
underlying trading operations.

Statutory measure – net cash generated from operating activities

Net cash used in investing activities (excl disposals of subsidiaries)

Disposal of subsidiary

Principal element of lease payments

Drawings paid to LLP members

Net cash used in financing activities (before borrowings)

Free cash flow

2023
£m

7.5

(0.3)

(0.0)

(0.3)

(3.3)

(3.6)

3.6

2022
£m

6.0

(0.3)

0.0

(0.3)

(3.3)

(3.5)

2.2

Operating cash conversion
Calculated as cash generated from operations
excluding cash flows relating to exceptional items
divided by underlying operating profit. This measure

allows management to monitor the conversion of
underlying operating profit into operating cash.
From 2023, there were no exceptional cash flows.

Statutory measure – cash generated from operating activities

Statutory measure – operating profit

Operating cash conversion

2023
£m

8.9

4.1

2022
£m

6.8

4.8

216.7%

142.9%

NAHL Group Plc Annual Report and Accounts 2023

Strategic ReportStrategic Report Net debt
Net debt is defined as cash and cash equivalents
less interest-bearing borrowings net of loan
arrangement fees. Net debt allows management to

monitor the overall level of debt in the business. As
stated in the strategic report, managing the level of
net debt is a key strategic objective for the Group.

Our Business

Statutory measure – cash and cash equivalents

Statutory measure – interest-bearing borrowings

Net debt

Working capital
Working capital is defined by management as being
trade and other receivables less trade and other
payables. It allows management to assess the short-
term cash flows from movements in the more liquid
assets.

Statutory measure – trade and other receivables

Statutory measure – trade and other payables

Working Capital

2023
£m

2.0

(11.7)

(9.7)

2022
£m

2.7

(15.9)

(13.3)

2023
£m

30.5

(16.2)

14.3

2022
£m

32.9

(15.8)

17.1

NAHL Group Plc Annual Report and Accounts 2023

Strategic ReportOur Group
NAHL Group plc is a leader in the consumer legal services
and catastrophic injury markets, delivering products and
services to consumers and businesses through its two
divisions.

Consumer Legal Services
What We Do
Consumer Legal Services provides outsourced
marketing services to law firms through the National
Accident Helpline brand and claims processing to
individuals through National Accident Law and its
joint venture partnerships, Law Together and Your
Law. It also provides property searches through
Searches UK.

Strategy
Our strategy is to create a higher margin,
integrated law firm, underpinned by our flexible
business model. We will do this by continuing
to generate our own work, using our National
Accident Helpline brand, by growing the
value of claims we process through our own
consumer-focused law firm, National Accident
Law, and by leveraging our agile and scalable
placement model to manage our growth.

Critical Care
What We Do
Critical Care provides a range of specialist
services in the catastrophic and serious injury
market to both claimants and defendants
through Bush & Co.

Strategy
Our strategy is to grow share in the
catastrophic, serious injury and care markets
by appealing to a broader customer base,
extending our competencies and specialisms
and to be more efficient at what we do.

Revenues of

£27.6m

Underlying operating profit of

£2.8m
177

employees as at 31 December 2023

Revenues of

£14.6m

Underlying operating profit of

£4.4m
83

employees as at 31 December 2023

Shared Services
What We Do
Operating as a centralised function, Shared Services provides strategic leadership,
funding and governance to support our two divisions.

Provides Board, finance, legal and people services

Cost base

£1.9m

Employees

Core Competencies
• Marketing capability
• Technologically enabled
• Trusted brands
• Highly skilled, empathic people
• Customer centric approach
• Strong employee culture

NAHL Group Plc Annual Report and Accounts 2023

Strategic ReportStrategic Report £1.4bn in 2022) as a result of people’s reluctance
to make a claim. Of these, around 25% had no idea
they could make a claim while a similar number
thought the process may be too complicated. We
believe this is linked to a reduction in awareness
amongst consumers as the industry has lowered
investment into expensive broadcast media
channels such as TV and radio. To help address
this, National Accident Helpline returned to TV
advertising in 2022 which continued into 2023,
and has been testing other above-the-line media
channels such as Programmatic TV and YouTube,
as well as social media marketing, to identify those
channels which can deliver the highest return on
investment in the current environment. Despite
the overall lack of growth in the wider market, NAH
generated 2% more enquiries compared to 2022.

The personal injury business operates a flexible
model whereby personal injury enquiries can be
placed into our own wholly owned law firm, NAL,
our joint venture law firms or our panel of solicitors.
Placing enquiries with the panel generates quick
profit and cash but at lower overall levels than
processing through NAL.

Since the small claims reforms came into effect in
June 2021, NAL has been processing the majority
of the RTA enquiries generated by the National
Accident Helpline brand. In 2023, we further refined
our placement strategy, developing a small RTA
panel to help balance short-term profit and cash as
we started to process an increasing number of non-
RTA claims.

Our strategy of placing an increasing number
of claims into NAL since launch in 2019 is now
translating into a rapid growth in case settlements
as an increasing proportion of those claims reach
the end of the legal process. Furthermore, as
the business scales, NAL is able to benefit from
operational leverage to increase its profitability,
whilst still utilising its flexible placement model to
balance short-term profit and cash with higher
long-term returns. Over time, we are realising our
ambitions to grow NAL by processing a higher
proportion of our enquiries ourselves, whilst also
mitigating the risk of reduced panel demand arising
from an increasingly consolidated market.

Consumer Legal Services
The Consumer Legal Services division serves the
personal injury and residential conveyancing sectors
of the legal services market. The division provides
outsourced marketing services to law firms through
the National Accident Helpline brand and claims
processing to individuals through National Accident
Law (NAL), and its joint venture LLPs, Law Together
and Your Law. It also provides property searches
through Searches UK.

The personal injury market has undergone radical
change in recent years. Consumer habit changes
following the COVID-19 pandemic, coupled with the
introduction of reforms related to whiplash and soft
tissue injuries from road traffic accidents, have led
to a significant reduction in the number of claims
made. Data provided by the Claims Recovery Unit of
the Ministry of Justice (CRU) and the Official Injury
Claim portal for small claims (OIC) showed that
the number of new claims registered in 2023 for
road traffic accidents in England and Wales (RTA)
was down 5% compared to 2022 (which was down
7% on 2021), and down 46% compared to 2019,
prior to the pandemic and small claims reforms.
For non-RTA claims, which include employer’s
liability, public liability and occupier’s liability, claim
volumes increased by 7% in 2023, although much
of this increase came from public and occupier’s
liability claims, which typically generate lower fees
than employer’s liability. Despite this year-on-
year improvement, claim volumes remain 38%
lower than 2019. As a consequence, we estimate
the claimant side personal injury market to be
worth £1.05bn in 2022/23 compared to £1.6bn in
2019/20.

Our strategy for personal injury is to grow the
number of accident victims we can support via our
National Accident Helpline brand and to process an
increasing number of these claims through NAL to
develop a sustainable, higher margin business.

While consumer behaviour changes following the
COVID-19 pandemic, and the implementation of
Civil Liability Act 2018 (Whiplash Reforms) – which
reduced compensation payable to claimants for
most RTA claims worth less than £5,000 – have
both had a significant impact on overall claim
volumes, there is nevertheless a large opportunity
for claimant law firms amongst people who have not
yet pursued a valid claim. Research commissioned
by National Accident Helpline (NAH) in Q4 2023
showed that at least £1.6bn of personal injury
settlements were unclaimed in 2023 (up from

Expert Witness
Expert witness instructions typically happen much
later in the process, on average around three years
from the date of the accident. Established over 35
years ago, our expert witness service is made up of
over 90 clinical professionals across the UK.

In 2023, expert witness services continued its
impressive growth, with new instructions growing
by 9% compared to the previous year and achieving
its highest ever number of new enquiries (+13%
compared to 2022). This resulted from the quality
of our recruitment and our focus on experience and
key specialisms , such as midwifery and speech and
language therapy.

We continue to receive excellent feedback from
solicitors on the standard of our expert witness
reports, the credibility and knowledge amongst our
associate network and the reliability of our service.
Our customers rated us 100% in overall satisfaction
and 100% said that they would work with us again.

Critical Care
Our Critical Care business, Bush & Co., provides
vital support services for individuals who have
suffered severe and life changing injuries whilst
they pursue a compensation claim. Bush & Co.
holds a leading position in the medical reporting
and rehabilitation market, itself a subset of the
catastrophic injury market. The catastrophic injury
market is defined as those cases involving the most
severe and life-changing injuries, with settlement
values of £500,000 and above.

Catastrophic injuries are usually complex, resulting
in long case lifecycles and the majority of clients will
require the services of an expert witness and around
half will use a case management service to support
their rehabilitation. These long lifecycles make the
market more resilient and predictable.

The key to growth is in attracting experts and case
managers with the right level of expertise, and
geographical coverage to deliver our services. Bush
& Co. has had success in growing our capacity
in recent years, aided by offering additional
training, mentoring and Continuing Professional
Development (CPD) to attract new associates as
well as directly employing case managers.

Case management
Case management services usually begin when a
client’s solicitor instructs Bush & Co. to conduct an
Initial Needs Assessment. Assessments are typically
carried out three to four months after an injury
occurs. The outcomes are documented in a report,
which may lead to ongoing case management
support for the client’s rehabilitation. This typically
has an average life cycle of over two years, meaning
that in any given year, more than half of the cases
under management relate to accidents suffered in
previous years. This timeframe extends significantly
when working with more complex cases and
children and young people (CYP).

Bush & Co. prides itself on providing an
independent, high-quality service for its customers,
who have rated its case management service a 90%
overall satisfaction score, and 95% of clients who
used Bush & Co. said they would use them again.

In 2023, we focused on recruitment of
associates to meet demand, enriching our
customer relationships and the development
of our CYP proposition. We have grown our
network of experienced case managers who
are skilled and experienced in CYP work to over
40 which, coupled with increased marketing
and networking, resulted in an increase in CYP
enquiries by 13% compared to the previous year.

NAHL Group Plc Annual Report and Accounts 2023

Strategic ReportStrategic Report Strategic Priorities

Strategic Report

Care
We launched Bush & Co. Care Solutions in 2021,
as a care management service for the direct
employment of support workers and nurses in the
home. Since then, it has grown rapidly with solicitor
and deputy customers attracted by the high levels
of governance and clinical care demonstrated by the
service.

In 2023, we grew the average number of directly
recruited care packages we manage from
December 2022 to December 2023 by 111%
through a focus on developing new customer
relationships, and the recruitment of additional care
managers to increase our reach across the UK.

The service was inspected by the Care Quality
Commission (CQC) in December 2023, which
included interviews with our clients as well as the
team and reviewing documentation. The report
concluded that we deliver a ‘Good’ level of service
across all areas with no recommendations for
improvements made, validating our approach to
delivering a high quality service for our clients.

Safeguarding
The safeguarding of our vulnerable clients remains a
golden thread through our service provision at Bush
& Co. At the forefront of this are our Safeguarding
Team who are focused on training, risk
management and implementing safe and effective
practices. By the end of 2023, Bush & Co. had a
total of 18 designated safeguarding officers who
had completed Level 4 safeguarding training which
supports the principles, attitudes, expectations and
ways of working that we operate to.

Technology
We continue to develop our technology and systems
in order to improve our service and be more efficient
in what we do. In Q4 2022, we launched a new
finance system and our focus in 2023 was to embed
that system into our business to bring greater
efficiencies in recording transactions and reporting.
This resulted in a c.75% reduction in the sales cycle
time. Further technological developments were
made through our client, associate and customer
portals, which are due to be implemented in early
2024.

Business Development and Customer
Relationships
In 2023, we increased the number of customer
relationships by 8% to over 1,000 claimant and
defendant solicitor firms through a continuation of
business development and marketing. Our focus
was on growing the number of fee earners we are
in contact with, which increased by 28%, and we
gained deeper relationships with more junior fee
earners. We highlighted associate availability and
educated solicitors on the associates within their
geographical and specialist areas to good effect.
The nature of litigation and the need for our services
means that continued brand awareness, reminders
of our expertise and regular customer contact is key
so that we are front of mind when the need arises.

NAHL Group Plc Annual Report and Accounts 2023

Strategic Report

Consumer Legal Services

Strategic Priority

Progress made in 2023

Our focus in 2024

Grow the number of personal
injury accident victims we
support by increasing enquiry
numbers
Cost-efficiently generate the
enquiries needed to fuel the
business model and deliver
growth.

• Generated 35,643 enquiries in

• Maintain a high level of brand

the year, an increase of 2% over
2022.

• Continued TV advertising in
H1 2023 with our successful
#TellYourStory campaign, while
testing new media channels
to maximise our return on
investment (ROI).

• Increased market share of the

awareness to stimulate category
engagement and support cost-
effective enquiry acquisition,
focusing on upper funnel
marketing channels delivering
the highest ROI.

• A more targeted approach to
generating higher demand,
higher margin claim types.

claim types we target from 4.4%
on 1 January 2023 to 4.8% on 31
December 2023.

• Continue to develop our SEO
performance, to optimise the
cost of acquisition.

Grow the value of personal
injury enquiries we process in
our own consumer-focused law
firm, National Accident Law
Scale NAL in order to deliver a
sustainable business, with more
profit per enquiry.

• Further increase the number of
settlements delivered through
NAL resulting in increased
revenue and cash.

• Manage the cost of processing
claims to our plan, delivering
greater efficiencies as the
business scales.

• Continued to develop our

offline media presence through
thought leadership, included in
mainstream media and trade
publications throughout the
year.

• 9,983 ongoing claims in NAL
at 31 December 2023 (2022:
10,860) worth £13.9m in future
cash receipts (2022: £11.2m)
including a £2.1m upward
revaluation estimate for 2019
– 2022 cohorts showing a
stronger outturn.

• 3,633 claims settled in the

year, an increase of 92% on
2022 generating £6.0m in cash
receipts (2022: £3.5m).

• These results were achieved

with no increase in the number
of fee-earners working in NAL,
reflecting the growing maturity
of the firm.

• 8,518 enquiries allocated to NAL
in the year which are expected
to generate revenues of £6.6m
(2022: £6.0m).

Strategic Priority

Progress made in 2023

Our focus in 2024

Continuously review and
improve processes to realise
efficiencies gains and a better
customer experience
Ensure our workflows, technology
and marketing evolves, in order
to delight our customers and
maximise our efficiency, thereby
increasing margins.

• Improve external customer

service metrics by i) proactively
managing the expectations
of new RTA small claims
clients; ii) improving external
communications at scale,
including speed of response to
client questions; and iii) further
improving our complaints
resolution processes to resolve
issues quickly and effectively.

• Review ways of working across
the Personal Injury business to
realise cost efficiencies.

• Generate cost savings through
insourcing marketing activity.

• Improvements in the sign up
and submission performance
with 8% improvement to
submission rate in 2023 within
NAL alongside an ‘Excellent’ 4.6
(2022: 4.5) rating on Trustpilot
for National Accident Helpline.

• The number of unique sign-
ins for our customer portal,
MyAccount, increased 15% in
2023 compared to 2022.

• We commenced litigation on
248% more claims in 2023
compared to 2022.

• Whilst we received a ‘poor’
Trustpilot score of 2.6 from
1,026 reviews (2022: 3.6 from
750) for NAL, we have seen a
59% reduction in the number
of formal complaints within
NAL compared to 2022 with
improvements seen each half.
This reflects the challenge of
meeting client expectations
under the new small claims
regime. We continued to
develop our communication
protocols during 2023 to better
serve small claims customers to
improve in this area.

• The ongoing ‘Rabot’ ruling

relating the valuation of claims in
the small claims track continues
to delay settlements.

NAHL Group Plc Annual Report and Accounts 2023

Strategic ReportStrategic Report Critical Care

Key Performance Indicators

Strategic Priority

Progress made in 2023

Our focus in 2024

Increase numbers of case
managers and expert witnesses
to reflect growth in customer
demand

• Recruited 21 additional case
managers and 29 additional
expert witnesses.

• Appoint dedicated recruiter into

case management.

• Create new onboarding

• Created new mentorship

programme.

programme for children and
young people case managers.

• Streamlined the candidate

journey.

• Appointed dedicated

development manager for
expert witness.

• Launch new enquiries process

including capacity management
tool.

Maximise conversion of
enquiries

• Developed new customer chase

• Invest in clinical roles to support

process.

the back office team.

• Built capacity planning tool.

• Create focused inter-

• Introduced MI for in depth

understanding of customer
behaviour.

departmental work stream
across all levels of the business.

• Introduce bespoke training for

the enquiry team.

• Restructure enquiry allocation

process.

Leveraging previous
investments in technology to
facilitate growth

Ensure Bush & Co is supported
with the right technology to enable
and underpin growth.

• Embedded the new Sage
finance system which has
already improved reporting and
delivered process efficiencies.

• Roll out customer and client
portal to improve customer
experience and processing
efficiency.

• Developed and delivered

new finance system for time
recording, billing and invoicing.

• Continue to develop the in-
house report writing tool to
cover more report types.

Expand into Adjacent Market
Segments

Continue to grow Bush & Co Care
Solutions, to complement other
services.

• Bush & Co Care Solutions

delivered 39% revenue growth
in the year.

• Invest in dedicated business
development resource to
continue to grow case volumes.

• Grew the number of standalone
nurse-led care packages to 19
by year- end.

NAHL Group Plc Annual Report and Accounts 2023

Strategic ReportStrategic Report Key Performance Indicators 2023
The Board monitors a number of Key Performance
Indicators (KPIs) to assess the Group’s performance
against its strategic objectives. These KPIs include
alternative performance measures that provide additional
insight into performance of the business in areas that are
critical for the long-term success of the Group. These
comprise non-financial, as well as financial, metrics
which are not all directly reflected in the Group’s financial
statements but are assessed on a monthly basis and
managed by divisional management.

40,875

38,947

Group KPIs
1. Revenue
Group revenue comprises amounts receivable from
customers for the provision of the Group’s services.
The Group’s key revenue streams are detailed in
Note 1 to the financial statements on pages 99–101.
As mentioned in the CEO report, the Group’s
transition to a self-processing law firm has meant
that an increasing proportion of revenue is deferred
until liability admission, and therefore monitoring
and generating growth in revenues is key to the
Group building a sustainable business model.

 Revenue (£'000)

2023

2022

2021

38,947

40,875

42,193

41,421

38,947

2. Cash generation – free cash flow
Free cash flow comprises the cash that the Group
has generated from operations less amounts
invested in capital items, lease payments and
payments to and from members’ non-controlling
interests in our LLPs. A reconciliation of this figure
to statutory measures is provided in the CFO’s
report on page 17. The growing maturity of National
Accident Law (NAL) and the Group’s joint venture
law firms has contributed to an increase in free cash
flow, which has been utilised to pay down debt.

 Free Cash Flow (£’000)

2023

2022

2021

2,199

849

38,947

40,87

3,605

3. Profitability – Operating Profit
Operating profit is the KPI that the Board believe
reflects the overall performance of the business,
and this should drive the profit attributable to
shareholders, earnings per share and free cash flow.

Consumer Legal
Services KPIs
Our strategy to succeed in our Consumer Legal
Services division is to grow the number of personal
accident enquiries we generate and to process an
increasing number of those enquiries in NAL, to
create a more profitable and sustainable business.
These KPIs reflect our progress with this.

4. Personal injury enquiry generation
Our ability to generate personal injury enquiries and
balance these against market demand and available
working capital, are a core element of our business
model and a leading indicator of revenue.

 Enquiries (no.)

2023

2022

2021

38,947

40,875

35,643

34,905

32,132

5. New enquiries allocated to NAL
Our placement decisions influence profit and cash
flow in the current year, as well as in future years.
Enquiries processed by NAL generate higher levels
of profit compared to those processed by our joint
venture law firms or the panel, but cash is delayed
until the claim is settled. Monthly placement
levels are planned as part of our annual budgetary
process, but these can be flexed throughout
the year depending on the volume of enquiries
generated, capacity within NAL and levels of capital
available.

 NAL placement (no.)

2023

2022

2021

38,947

40,875

8,518

8,760

8,249

 Operating profit (£’000)

2023

2022

2021

38,947

4,118
40,875

4,756

4,156

6. Cash generated from settlements in NAL
NAL generates cash at the point of settlement,
which occurs at the very end of the claim cycle. The
length of time a claim takes to settle depends on
the nature of the claim but the cycle from enquiry
to settlement can typically take up to two to three
years. Increases in cash from settlements is an
indicator of growing maturity in NAL, which leads
to increased free cash flow. This free cash flow can
then be reinvested in marketing and the working
capital required to process claims.

 Cash generated from settlements (£m)

2023

2022

2021

3.5

2.1

6.0

7. Number of ongoing claims in NAL
At any point in time, our teams in NAL will be
managing a book of ongoing claims at varying
stages of progression. These claims will ultimately
result in future revenue and cash and so provide
visibility of future earnings (see KPI 8).

 Ongoing claims (no.)

2023

2022

2021

38,947

40,875

9,983

10,860

7,918

8. Value of ongoing claims in NAL
The book of ongoing claims in NAL has an
embedded value, being the future cash expected to
be generated by processing those claims through
to settlement. We can estimate the future cash
from settlements, using our financial model and
assumptions, based on our experience of previous
settled claims. During the year these assumptions
were reviewed and the overall value of the book
of open claims was determined to be higher than
previous expectations. This is despite the number of
ongoing claims (see KPI 7) having reduced year-
on-year. This is a result of a targeted marketing
strategy aimed at higher quality claims which result
in higher settlement values.

 Value of ongoing claims (£m)

2023

2022

2021

38,947

40,875
11.2

8.4

13.9

NAHL Group Plc Annual Report and Accounts 2023

Strategic ReportStrategic Report 12. Number of expert witness report
instructions

Our Expert Witness service provides medico-legal
reports for both quantum and liability to claimant
and defendant solicitor and insurers. These
instructions represent our pipeline of future work.

Principal risks and uncertainties

 No. expert witness instructions

2023

2022

2021

38,947

1,142

40,875

1,044

973

Critical Care KPIs
9. Number of initial needs assessment
reports (INA) instructions
Customers instruct Bush & Co. to conduct face-to-
face initial needs assessments to better understand
their clients’ rehabilitation needs. These instructions
represent our pipeline of future work.

 No. INA instructions

2023

2022

2021

530

557

490

10. Number of INAs issued
Our case managers will document their INA
assessments and recommendations for the most
suitable interventions for their clients in reports.
These reports are issued to our customers, who
are charged a fee, resulting in revenue. This can
lead to the client being signed up for ongoing case
management work, which results in recurring
revenue.

 No. INA reports issued

2023

2022

2021

539

529

504

2022

2021

11. Number of ongoing case management
clients

Through our claimant, defendant and insurer
relationships, we provide a first-class case
management service to enhance a client’s
rehabilitation. Our services are billed on a regular
basis, depending on the level of support required
in any given period. Given that our clients have
complex needs, this support can often last years
and so this revenue can be recurring, albeit the value
of revenue will often be front loaded through the
engagement.

 No. ongoing case management clients

2023

2022

2021

1,406

1,354

1,222

13. Number of expert witness reports
issued
Our expert witness reports are written by
experienced and credible associate expert
witnesses who deliver objective opinion and high-
quality liability and quantum reports. These reports
are issued to our customers, who are charged a
fee, resulting in revenue. Often, our customers will
request additional follow up work, which can lead to
further revenue.

 No. expert witness reports issued
38,947

2023

1,136

40,875

974

885

NAHL Group Plc Annual Report and Accounts 2023

Strategic ReportStrategic Report Principal risks and uncertainties
The Board is mindful of the detrimental impact that the
Group’s principal risks and uncertainties could have on
its ability to deliver on its strategic priorities. It seeks to
identify, assess, and manage these risks through its risk
management framework, regular reporting and, where
necessary, additional assurance work. Whilst the Board
has ultimate responsibility for risk, it is supported by
the Audit and Risk Committee, Executive Directors, and
management.

Our risk management
framework
The Board maintains a risk management framework
(figure 1, page 35) that combines a top- down
strategic assessment of risk with a bottom-up
operational identification and reporting process.

The regular review of existing risks and identification
of emerging risks is managed through quarterly
risk reviews held by divisional management and the
Executive Directors. Once risks are identified and
the Group’s appetite for each risk determined, risks
are prioritised, and mitigating actions implemented.

Risk appetite
Every year, the Board reviews and sets the Group’s
appetite for risk. This is done by attributing a score
to each one of six separate risk categories that the
Board has identified. The categories are scored on
a scale of 1 (lowest risk) to 12 (highest risk) and a
score of 1–3 is described as an averse appetite, 4–6
is a cautious appetite, 7–9 is balanced appetite, and
10–12 is an entrepreneurial appetite. Individual risks
are allocated a category and the associated risk
appetite then informs management’s approach to
mitigating that risk. The outcome of the scoring is as
follows.

Description

Strategic and Transformation

Operational

Financial

Regulatory

IT, Systems, and Data Security

People and culture

2023

Balanced (9/12)

Balanced (8/12)

Balanced (7/12)

Cautious (4/12)

Cautious (5/12)

Balanced (8/12)

2022

Balanced (8/12)

Cautious (6/12)

Cautious (4/12)

Cautious (5/12)

Balanced (8/12)

Risk identification and
reporting
Divisional management conducts an ongoing
process of identification and assessment of key
risks (both financial and non-financial) faced by
their division. This includes the identification of
emerging risks, whether from structural changes in
their markets or transformation activity within the
business.

Risks are collated on a risk register along with
mitigating actions that reduce the residual risk to
an acceptable level, with reference to the Board’s

appetite. Residual risks are assessed according to
their likelihood of occurrence and potential impact
on the profitability and cash flow of the Group.

Divisional risk registers are reviewed quarterly by
the Executive Directors and risks are prioritised
across the Group. The highest rated risks are
denoted principal risks and are reported by the
Executive Directors to the Audit and Risk Committee
and the Board.

Figure 1 – Risk management framework

S
t
r
a
t
e
g
c
a
s
s
e
s
s
m
e
n
t
o
f

r
i
s
k
a
n
d
p
r
i
o
r
i
t
i
s
a
t
i
o
n

Board
Ultimate responsibility for risk management
• Sets strategic priorities

• Agrees the Group’s appetite for each risk category

• Top-down risk identification

• Delegates authority

Audit & Risk Committee
Monitors effectiveness of risk management
through reporting and assurance

• Sets scope of external audit

• Monitors internal controls through internal reviews

• Reviews critical accounting judgements and

estimates

Executive Directors
Monitor performance and changes in
key risk

• Provide regular reports and updates to the Board

• Report to the Board and Audit & Risk Committee

on key risks

• Provide guidance and advice to divisional

management through quarterly risk reviews

Divisional management
Identifies, manages and reports local risks

• Maintains local risk registers and mitigation plans

• Regular assessments of emerging risks

• Implements mitigation plans

• Reports quarterly to Executive Directors on risk

g
n
i
t
r
o
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i
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k
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NAHL Group Plc Annual Report and Accounts 2023

Strategic ReportStrategic Report

The principal risks identified are detailed below:

Description

Credit exposure

Category

Financial

The Group has a number
of ongoing arrangements
with law firm customers and
joint venture partners, some
of which include extended
credit terms, which create a
credit risk in the event of their
insolvency or a dispute.

Accuracy of business model
assumptions

Financial

Balanced (7/12)

The Group’s business
model relies on several
key assumptions which, if
not delivered, could have a
material impact on financial
performance.

These key assumptions
include:

• Enquiry generation costs

and volumes

• Placement of personal

injury enquiries to panel
firms

• Claim processing

performance

• Volume of instructions in

Critical Care

• Average revenues for

services in Critical Care

Risk Appetite

Mitigation

Description

Regulatory Breaches

Category

Regulatory

Risk Appetite

Mitigation

Cautious (4/12)

Balanced (7/12)

The Consumer Legal Services
division operates in a highly
regulated environment
and handles high volumes
of sensitive customer
data, including credit card
information and medical
data, as well as client money.
The Group’s law firms are
regulated by the Solicitors
Regulation Authority.
Breaches of regulations could
result in regulatory action
against those businesses,
directors, and compliance
officers.

Critical care is audited by the
Care Quality Commission
(CQC), and any failings could
create reputational damage
and loss of customers.

Critical Care self-employed
associate model

IR35 legislation requires
careful interpretation to
ensure arrangements do not
breach tax laws, resulting in
unexpected tax charges and
fines.

Financial

Balanced (7/12)

The Group has processes
to approve credit limits and
monitor exposures to law
firm customers and partners
that are consistent with its
balanced appetite for risk. In
Consumer Legal Services,
extended credit terms have
not been offered to new
customers since 2020 and
contractual provisions,
such as set- off clauses and
parental guarantees, are
in place to mitigate the risk
for material debts with joint
venture partners.

In Critical Care, the business
offers extended credit terms
on certain services and the
risk is diluted by having a
diverse range of customers.
Material debts are monitored
more closely by the credit
control team and reported on
the risk register.

Model assumptions are
determined by management
with oversight from the
Executive Directors and the
Board, and sensitivities are
then performed on the key
assumptions. The model
assumptions are scrutinised
and regularly compared to
actual results and updated
where necessary. The 2024
budget factored in prudent
assumptions relating to
personal injury enquiry
generation with no market
growth assumed.

Additional measures have
been taken to de-risk certain
assumptions by securing
contractual guarantees from
key partners.

Assumptions relating to
the expected value of open
cases and the average value
of future cases within NAL
were uplifted in the year
following a review of older
case performance which
has out-performed original
expectations.

Both divisions employ
dedicated compliance
resources responsible for
managing regulatory issues
and reporting directly to the
Board.

External legal advice is
taken, including from leading
counsel, where appropriate,
in particular when faced
with changes to the law
and regulation, internal
processes, or structure. In
Critical Care, the divisional
management have created a
Clinical Governance Board to
report to Executive Directors
on risks arising from clinical
decisions and regulation.
This group comprises senior
management and a Chief
Medical Officer who is a
consultant surgeon, at the
Royal National Orthopaedic
Hospital, Stanmore.

The CQC carried out an audit
of the Critical Care business
in December 2023 with a
‘good’ status received and no
negative comments.

To comply with IR35 rules,
the Board has taken external
advice from a leading
accountancy and tax firm
and made the necessary
status determinations for
each associate. These
determinations are
supported by contractual
terms, operational processes
and working practices
currently in place. Bush
& Co regularly monitors
compliance with these
processes and has controls
in place to ensure the risk of
a breach of the legislation is
low.

NAHL Group Plc Annual Report and Accounts 2023

Strategic ReportStrategic Report Description

Category

Risk Appetite

Mitigation

Description

Category

Risk Appetite

Mitigation

People and Culture

Balanced (8/12)

Financial

Balanced (7/12)

There is a succession plan
in place covering all key
individuals and no one
person is responsible for
any key relationship. Bonus
schemes and share options
are put in place to support
retention of key employees
and are regularly reviewed
by the Remuneration
Committee. Remote and
hybrid working has continued
to be a significant enabler
in attracting and training
new people, particularly
experienced legal staff.

The Board closely monitors
the use of capital and uses
short and medium-term
forecasts to plan future
requirements.

Compliance with the debt
covenants is reviewed on
a monthly basis by the
Executive Directors and
reported to the Board.

After the balance sheet date,
the Group extended the
term of its RCF by 12 months
to December 2025, and
reduced the maximum drawn
balance to £15m. The Board
determined that this facility
was adequate for its funding
needs for the foreseeable
future.

Key Person Dependency
and Recruitment

Unavailability or loss of
key individuals could have
a detrimental impact on
business performance.

Significant intellectual
property, relationships and
experience is held by certain
members of management.
If they became unavailable
there could be a short-
term impact on operational
performance and the
progress of key projects.

Working capital
management and funding

The Group is managing its
levels of working capital whilst
it builds its book of personal
injury claims in National
Accident Law.

These claims can take a
number of years to process
and it is at the point of
settlement of each successful
claim that cash is received.

The Group’s working capital
is funded through its £15m
revolving credit facility (RCF),
which runs to December
2025. This facility includes
several financial covenants,
which have been aligned with
the Group’s strategy and
medium-term forecasts. If
performance falls outside of
expectations, the Group could
be required to depart from its
growth strategy in order to
meet covenant requirements
(e.g. by reducing investment
in NAL).

The Group takes data
security very seriously and
has robust policies and
procedures to ensure it is
compliant with the Data
Protection Act 2018 and
the General Data Protection
Regulations (GDPR).

Business Continuity plans
are in place and have
been tested, the Group’s
employees are provided
with regular training, and
the cyber security controls
are regularly stress tested.
External suppliers are
used to conduct regular
penetration and phishing
testing and the Consumer
Legal Services division has
secured the Cyber Essentials
accreditation. A Cyber
security steering group
meets quarterly to assess
risk.

The Group will continue
to leverage its flexible
placement model to drive
short-term cash flow in
addition to increasing levels
of cash generated from NAL
which is now approaching
maturity. This, along with
strong cash generation from
the Critical Care division
helped reduce net debt
by £3.6m in 2023 and will
underpin free cash flow in
2024, leading to a further
reduction in drawn debt.

IT infrastructure and
security

IT Systems & Data
Security

Cautious (5/12)

Many of the Group’s
interactions with its
customers are online and
systems are increasingly
automated, creating an
increased exposure to
systems error. Both divisions
are reliant on their IT systems
to capture and protect
valuable customer data
obtained in the normal course
of business. Theft, loss, and
misappropriation of digital
assets and data could result
in reputational damage and/
or regulatory fines. The Group
relies on a number of key IT
suppliers and its systems
are increasingly automated,
creating an increased
exposure to systems error.

Interest rate risk

Financial

Balanced (7/12)

The Group is exposed to
interest rate risk through its
£15m RCF, of which £11.8m
was drawn at the year end.
Interest accrues at 2.25%
above the Sterling Overnight
Index Average (SONIA),
which closely tracks the Bank
of England (BoE) base rate.

Given the elevated levels of
inflation in the UK, and the
higher base rate set by the
BoE in response, this risk
is likely to remain elevated
this year leading to higher
borrowing costs for the
Group.

Our Culture

NAHL Group Plc Annual Report and Accounts 2023

Strategic ReportStrategic Report Our Culture

Our sustainable culture
At NAHL, we aim to build a sustainable business for the
long-term gain of all our stakeholders. For us, this means
being a great company to work for, delivering to the best
of our abilities for our customers, adopting a partnership
approach with our key suppliers, creating long-term
value for our shareholders and also making a positive
contribution to our communities and the environment.

The Group strives to create a culture of trust and
openness underpinned by our four Values:

Passionate
Passionate about the business, what we
do and why we do it and each employee’s
own role within this

Driven
Driven to deliver operational and financial
performance and provide outstanding levels of
service for our customers

NAHL Group Plc Annual Report and Accounts 2023

Unified
Unified to work together to do the
best job possible and engage with our
partners and suppliers

Curious
Curious about how we can work
effectively, make improvements and do things
differently to create the best environment for our
people and the best experience for our customers

Strategic ReportStrategic Report Training and development
To effectively implement our strategy and to provide
the best service possible for our customers, we
need to ensure that we have a diverse network of
experienced people that are curious to challenge the
status quo and driven to develop their own skills and
strengths.

Consumer Legal Services has a dedicated Learning
& Development team who are responsible
for ensuring the continual development and
improvement of our legal operational teams.
These teams are key to our strategy of becoming
a fully integrated law firm and therefore retention
and development of talent within these teams is
crucial to our goals. Over the year, our helpline
and legal teams undertook a combined 8,700
hours of training. This included new employee
inductions, coaching/feedback, procedural training
and systems training. We also supported 3 of
our colleagues with the completion of their legal
apprenticeship programmes and for the first time,
offered one colleague a training contract to become
a qualified solicitor.

The Group People Team also offer a range of
training and development opportunities for our
wider teams.

The continuation of our Pathway to Leadership
(P2L) programme proved popular once again with
14 trainees devoting a combined 406 hours to
their professional development. This programme
provides opportunities for our fledging leaders to get
together and develop their leadership skills through
workshops with dedicated trainers and 121 mentors
from across the business.

One of the highlights of 2023 was the launch of the
Group’s Commercial Leadership Academy. This
new development programme aims to support our
middle managers to take on responsibilities towards
a director level position. Topics covered in the
year included developing and executing strategy,
business finance, operations, performance and
building strong teams.

The Group is aware that its activities have a far-
reaching impact across a number of different
stakeholders. The Group has identified its key
stakeholders as:

Our People
As a service-based business, our people are at the
heart of our day-to-day operations and embody
our passion for helping our customers in their time
of need. We understand that to deliver results, it
takes a unified effort and we pride ourselves on the
training, support and engagement we provide to our
people to help us provide an exceptional service and
to achieve our goals.

Engagement and wellbeing
Once again, the Group recorded exceptional results
in its annual staff survey, ‘OwnIt!’, achieving our
highest ever score of 81% vs. a ‘Gallups Exceptional
Award1’ winners global average top score of 72%.

OwnIt! provides our colleagues with the opportunity
to provide feedback in a number of different areas
and have their say on the way things are done. The
survey covers topics such as management and
leadership, training and development, work/life
balance and diversity. The data is captured by our
dedicated People Team and the results shared with
teams across the business. Teams are then given
the opportunity to discuss the results and feedback
any further comments as well as setting actions
for both leadership and themselves. The findings
are presented by the Group People Director to the
Group Executive Team and the Board of directors.

Some of our top scoring questions included
‘Everyone in our business is treated fairly’ (93%)
and ‘My manager cares about me’ (90%).
One of the key outcomes from the 2023 survey was
the launch of our ‘Fit for Work’ programme which
was aimed at improving relationships, productivity
and transparency of our workforce which is over
60% hybrid/remote as well as encouraging more
face-to-face interaction to aid wellbeing. Some of
the benefits we have seen from the programme are
better control of workloads, increased support for
new employees, retaining our values-based culture
and ensuring our employees are clear about our
vision and achieving company objectives.

Communication and connection events saw the
introduction of 1–18 month check-ins between
our senior leaders and all employees to build
connections and provide communication channels
between those responsible for leading our strategy
and those responsible for implementing it.

1. Gallup ‘State of the Global Workforce 2023 Report’.

Attending P2L was really a transformational
journey for me. It has completely bolstered my
self-confidence, fuelled my career progression and
honed my management skills. This leap led to a
promotion for me, where I now utilise my learnings
on a daily basis not only to support my new team
but also to champion my own success. The
skills that I learned through P2L will stay with me
forever and have greatly supported my emotional
development as well.

My Pathway to Leadership journey was an
incredible experience. I was a newly promoted
manager when I started P2L. It is designed to give
people the tools to become the future leaders of
the business. But for me, it was so much more
than this. Not only did I learn the necessary skills
to lead my team, but I became a more confident,
empathetic and supportive manager. P2L has
been the best experience in my career and I am
honoured to have been given the opportunity to
develop my leadership skills.

NAHL Group Plc Annual Report and Accounts 2023

Strategic ReportStrategic Report Case Study

Ryan’s story
Ryan began his career with NAL in 2019 as a Helpline
Advisor and has since progressed to the position of
Small Claims Handler, an integral part of NAL’s ‘Most
Driven Team 2023’.

Motivation and Expectations:
I had been working within National Accident Law for some time when the apprenticeship was
presented. Having transferred from a completely different sector I had found a passion for the law and
wanted to further my understanding and start my legal career.

The experience was really great, I had felt myself becoming more competent as each week progressed.
It had also helped greatly that there were multiple apprentices within NAL who were also doing the
apprenticeship at the same time as me. We built a really close relationship throughout the 2 year
period. Whether that was discussing the recent webinars we had attended or helping each other to
get through the stresses of the exams. The apprenticeship really assisted in my career by helping me
achieve a promotion into the Small Claims department because of having a further understanding
of the law. I had applied for the same position in the past but did not have enough experience or
knowledge at the time.

Hands-On Experience:
The apprenticeship has served me a lot of times when coming across novel cases in which there can
be arguments made for each side of the claim. Through learning more about the legal structure and
past case law it has improved my instincts around handling claims. More specifically it has assisted in
carrying on cases and being able to support my arguments with supportive case law.

Company Culture and Support:
Whilst I was on the apprenticeship, there was a group of apprentices with me who supported me
throughout the journey. There have also been multiple apprentices who had completed their course
throughout the business, at any point in time I could approach these people
for advice and further assistance.

I feel the company’s culture of having unified employees really helped as
on multiple occasions, I needed the assistance of other teams such as
Litigation, Settlement and Finance to help with my assignments and further
my understanding. Not once, did any person who I approached have any
qualms about helping me, in fact most people were extremely happy to
assist and often volunteered themselves and their time.

Pride and Accomplishments:
I would say that I am extremely proud of achieving a distinction on some of
my assessments. I had put a lot of effort into studying for the exams, and
to have the result come back stating that my hard work has paid off, was a
great relief. I feel genuinely proud of completing the apprenticeship program
and feel I would have been much further behind on my goals had I not had
the apprenticeship to aid and assist me in my legal journey.

Equal Opportunities and Diversity
We want our people to feel comfortable in being
their true selves and strive to create an environment
where everyone feels respected and heard. We were
especially pleased with our OwnIt! scores this year
with 84% of our people agreeing with the statement
‘Based on who I am, I feel valued and respected’.
Some of the initiatives we have taken in the year
include:

• To celebrate International Women’s Day, our

March Biscuit Briefing was taken over by a team
of talented women leaders from across our
business who gave updates from across their
areas of expertise. This was very well received
across the business and showcased the talent and
experience that our women leaders bring to the
Group;

• Also as part of International Women’s day, Bush

& Co. launched their ‘This is Me’ campaign across
LinkedIn which aimed to give a greater insight into
the lives and challenges facing the women of Bush
& Co. This also included Bush’s first women’s
only networking event, ‘I am woman’, which was
attended by partners, solicitors, associates and
staff and focused on strength, identity and what
women bring to the table.

• A celebration of Pride month through various

office events throughout the month. This included
saying goodbye to the dress code for a day and
inviting staff to dress in an outfit of their choice
that made them feel joyous and best represented
themselves. We also shared educational articles
on Totem, our staff engagement platform, and
invited employees to update their pro-nouns on
their email signature.

• We continued to tailor our recruitment processes

to appeal to a wider range of candidates and made
sure that every role was internally advertised on
Totem ensuring that all employees are given the
opportunity to apply.

The Group is committed to providing equal
opportunities for all and has an equal opportunities
policy which employees are able to access.

Our customers
Delivering fantastic outcomes for our customers
is why our people come to work, whether that
be helping someone who has suffered a no-
fault personal injury accident to ‘make it right’
or supporting individuals who have suffered a
catastrophic injury with a first class service to
support their rehabilitation, we are passionate about
providing the best possible service.

Our customers fall into two distinct categories
covering both business-to-business (B2B) and
business-to-consumer (B2C).

Our B2B customers across both Consumer Legal
Services and Critical Care are primarily law firms
and are supported by dedicated partnership and
business development teams who work to ensure
that all parties are satisfied with the management
of the relationship and its results. In Personal Injury,
our panel law firms are an important and valued
part of our strategy and regular review meetings are
held with our panel firms throughout the year. These
meetings typically cover areas such as feedback,
risk, growth, market changes and exchange of
business updates.

In Consumer Legal Services, our B2C customers
benefit from the expertise of our dedicated legal
support teams. National Accident Helpline remains
one of the most trusted brands in our market
reflecting the ethos of our customer-first approach.
We are constantly seeking ways to improve the
service we offer and during the year we undertook
the following initiatives:

• 2023 saw the creation of National Accident Law’s

dedicated Client Resolution Team which was
created to effectively handle client concerns with
two roles dedicated to supporting clients;

• The introduction of weekly meetings with key

stakeholders to ensure any client complaints are
actioned as quickly as possible;

• Building a closer working relationship between

the Client Resolution Team and Marketing Team
to create client focused videos to foster a greater
understanding for clients and set expectations of
the process at the outset;

• Daily reviews of comments raised on our

customer claim platform MyAccount to ensure
concerns are identified and acted upon quickly;
and

• Updated the complaints policy to ensure that
formal complaint responses appropriately
address client-specific concerns.

In Critical Care, we invested in the training and
development of our associates with the aim of
improving our service provision, client outcomes
and customer satisfaction for both our consumer
and law firm customers. This included:

• Growing our case management mentorship

programme which aims to build new standards in
best practice;

• Focusing on broadening our recruitment across a
range of specialisms to ensure we are fully able to
provide the type of support our clients need; and

• Focusing on the Continual Professional

Development (CPD) of our Expert Witness
associates with a programme designed to provide
a deeper understanding of a number of significant
areas and evolving our training throughout the
year to respond to any changes in case law.

44
44

NAHL Group Plc Annual Report and Accounts 2023
NAHL Group Plc Annual Report and Accounts 2023

NAHL Group Plc Annual Report and Accounts 2023

Strategic ReportStrategic Report Our 2023 P2L intake were also tasked with a charity
fund raising challenge whereby they were split into
teams with each team being tasked with raising money
for a charity of their choice. Activities included bake
sales, car washing and a charity sky dive with the
teams raising £2,500 between them which was then
matched by the Group.

We also continued to run our ‘Future Legal Minds’
competition which aims to support young people at
the start of their legal careers. Prizes are awarded to
1 finalist and 2 runners up and include monetary prize
funds, features in publications crowned as ‘The Future
Legal Mind of 2023’ and mentoring sessions in with our
in-house lawyers.

The charity fundraiser challenge as part of the
P2L course was a really brilliant bonding and team
building experience with some of my fellow P2Lers.
We had so much fun raising money for a great
cause, and felt so honoured that our colleagues
across the company wanted to join in with us and
donate money for the activities we put on.

In terms of maintaining our relationships with the
law firms we work with, we continued to focus on
our ‘Happy Post’ campaign for key customers and
new referrers, sharing key service messages to
expand our reach within firms and support enquiry
conversion. We also hosted a number of meet and
greets and case study sessions to give solicitors
the opportunity to get to know our case managers,
improve relationships and demonstrate the wealth
of skills and knowledge that Bush & Co. has to offer.

Our suppliers
The Group works with a number of key suppliers,
primarily providers of marketing support services,
technology providers, self-employed associates,
property search agents and surveyors. Each
business has dedicated marketing and operations
teams who work in partnership with these suppliers,
to ensure the successful delivery of these services
for both parties. In Critical Care, we operate a
number of initiatives for our case manager and
expert witness associates including hosting regional
and national meetings to provide peer support and
networking.

Our investors
The Group aims to maintain an ongoing dialogue
with shareholders and potential investors
throughout the year, to update them on business
performance, receive feedback and understand
shareholder voting decisions. Our Investors section
of our website (www.nahlgroupplc.co.uk/investors)
explains how we have sought to do this, including:

• Engaging with investors through our Annual

General Meeting where all investors are invited to
attend in person and are given opportunities to
either ask questions in advance or on the day;

• Meeting larger shareholders during our twice-

yearly roadshows, following the announcement of
the full year and interim results;

• Meeting with retail shareholders using the

InvestorMeetCompany platform enabling us to
review the results of the Group, host live Q&A
sessions, and engage with a wider audience; and

• The Chair of the Board has made himself available

to meet investors, as required.

The Board seeks to manage investor expectations
whilst striving to make the right decisions as it
navigates the ever-changing markets in which it
operates; aiming to strike a balance between long-
term shareholder value and short-term business
needs.

The Environment
NAHL Group plc is conscious of its environmental
impact and the need for all businesses to play their
part in minimising their impact on the environment
and creating sustainable business practices.
With this in mind, the following directives were
undertaken during the year:

• The idea of the ‘Triple Bottom Line’ was further
embedded into our company culture through
our Biscuit Briefings and One Team conferences.
This was done through briefings with a particular
emphasis on environmental matters as well
as all One Team days covering the topic of the
environment as well as general business updates.

• Our workforce is now 60% hybrid/remote and
2023 saw the introduction of our Northern One
Team conferences where we sought to reduce the
travel impact of our Northern-based colleagues
having to travel long distances to Kettering by
hosting the conference at a more local site and
encouraging car-share/use of public transport.

We continued with our mission to grow our forest
through our continued partnership with a company
to plant trees in Madagascar. In 2023, the Group
funded the planting of 750 new trees and now has
1,213 trees in our forest which should result in c. 364
tonnes of CO2 being sequestered over their lifetime.
We combined the planting of new trees over the
summer with a range of inspiring initiatives including
a tree for every 5 star Trust Pilot review, for every
claim settled, and for every ‘Planet Proud’ photo
submitted as part of a photo competition we ran in
August as well as continuing to plant a tree for each
new employee joining our business during the year.

Our Communities
The Group offers all employees one community
day per year and in 2023, to support this initiative
the Group once again partnered with ‘The Green
Patch’, a large community garden project, based in
Kettering. Overall, around 60 members of staff took
their community day during the year donating c. 450
hours of their time to projects they hold a particular
passion for. The Consumer Legal Services and
Group finance teams took the opportunity to use
their community days together and build their team
relationships by undertaking a day with the Green
Patch over the summer. During the day the teams
spent their time litter picking, watering the garden,
preparing the orchard for Autumn and making jam
from fruit grown on the site.

NAHL Group Plc Annual Report and Accounts 2023

Strategic ReportStrategic Report Section 172 statement

Section 172 Statement and Stakeholder
Engagement

Section 172 of the Companies Act 2006 requires
a director of a company to act in the way he or she
considers, in good faith, would be most likely to
promote the success of the company for the benefit
of its members as a whole. In doing this, Section
172 requires a Director to have regard, among other
matters, to:

• the likely consequences of any decision in the

long-term;

• the interests of the company’s employees;

• the need to foster the company’s business
relationships with suppliers, customers and
others;

• the impact of the company’s operations on the

community and the environment;

• the desirability of the company maintaining a

reputation for high standards of business conduct;
and

• the need to act fairly with members of the

company.

The Directors give careful consideration to the
factors set out above in discharging their duties
under Section 172.

The likely consequences of
any decision in the long-term
The key decisions made by the Board during the
year were:

• The disposal of Homeward Legal in April 2023.

This decision allows the Group to focus on
the development of its two core businesses,
Consumer Legal Services and Critical Care. The
sale represented the culmination of over 2 years’
work to find a suitable buyer for the business
and resulted in the removal of a loss-making
division from the Group, in order to create a more
sustainable, profitable business with enhanced
shareholder returns in the future.

• To reduce net debt below £10m. Management of
cash and debt requires a careful balance between
re-investment in initiatives to grow the business
for the future and strengthening the Group’s
financial position by repaying debt. The Group
generated Free Cash Flow of £3.6m during the
year and repaid £4.25m of the Revolving Credit
Facility (RCF) as well as investing in 8,518 new
enquiries placed into National Accident Law
during the year.

The Board also continued to focus on the Group’s
long-term strategies for each division. Further detail
on the long- term strategy and the Board’s decision-
making driving this can be found in the CEO’s Report
on pages 7–12.

The interests of the
company’s employees
The Group’s employees are at the heart of its
culture and its operations and as a service provider,
the Group recognises the importance of its people
to drive its strategy. Employee engagement remains
a primary focus for the leadership teams and a
number of engagement initiatives were undertaken
during the year (see page 42). The Board engages
with employees through a dedicated People Team,
led by the People Director and supported by the
CEO and CFO. The People Director attends the
monthly operations meetings with the senior
leadership team and attends Board meetings by
invitation on a regular basis to feedback to the Board
on all employee issues including pay, engagement,
training and recruitment.

The Group seeks to understand the needs of
its employees primarily through its annual staff
survey which covers areas such as development,
relationships with management and the senior
leaders, work-life balance and views on the business
overall. The results of this survey are presented
to both the workforce as a whole through small
group meetings where results and actions can be
discussed in more detail and through presentation
and feedback to the Board and senior leadership
team where issues can be addressed. See page 42
for more details. Employees are also encouraged
to talk to their managers about any issues and the
introduction of regular check ins with the senior
leadership team in 2023 aims to ensure that
employees feel comfortable sharing ideas with the
leadership team.

The Group undertakes an annual pay review, taking
into account market benchmarks. A 3% increase in
pay was awarded to our employees in March 2023.
Pay increases above this 3% are considered on
an individual basis and take into account personal
performance, training and responsibility advances
and skill/knowledge. The Group also undertakes a
gender pay gap analysis annually.

Employees were also invited to take part in our Save
as you Earn (SAYE) Sharesave scheme in October
2023. The scheme was open to all employees of the

NAHL Group Plc Annual Report and Accounts 2023

Strategic ReportStrategic Report
Leadership and Governance
Leadership and Governance

Group who had been employed for 3 months prior
to the enrolment window. The SAYE scheme aims to
give employees a share in the success of the Group
and ensure that employees and the Group are
aligned in a common goal.

The need to foster the
company’s business
relationships with suppliers,
customers and others
The Board acknowledges that in order to deliver
on its strategy, it needs to ensure effective
collaboration with its key stakeholders. These
include its suppliers, customers, bankers and
investors. Details on how the Board seeks to
foster relationships with suppliers, customers
and investors is given on pages 45–46. The Board
ensures it keeps in regular contact with its bankers
and the CEO and CFO have regular communication
the relationship manager for Clydesdale Bank/
Virgin Money.

The impact of the company’s
operations on the community
and the environment
The Board are aware that the activities of the Group
and the impact of these activities has a far-reaching
impact and are mindful to take actions to limit the
Group’s impact on the environment and to make a
positive impact on its communities. Details on how it
does this can be found on pages 46–47.

The desirability of the
company maintaining a
reputation for high standards
of business conduct
The Board believes that its success lies with its
people and ensuring we have a strong leadership
team that provides exceptional oversight and
governance that aligns to our values is key to this.
Details of the Board and Senior Leadership team
can be found on pages 52–54 and details of how
the Board has complied with the QCA Corporate
Governance Code (its chosen corporate governance
framework) can be found on page 60.

The Group is subject to regulation from a number
of sources and has a duty to operate within these
regulatory guidelines. In order to ensure the
Group adheres to these guidelines, the Group
has a dedicated legal and compliance team that
ensures business is conducted in line with these
requirements. Further details can be found in the
principal risks and uncertainties report on page
37. Our Trustpilot scores and focus on continuous
process improvement (Consumer Legal Services
strategic priorities, page 27) and our customer
satisfaction scores and CQC scores (Our Business,
Critical Care, page 23–24) are all testament to how
the business strives to maintain its reputation for
high standards of business conduct.

The need to act fairly with
members of the company
The Board seeks to balance its long-term
strategy with shareholder needs. The Board
continues to explore the options for the Group and
consideration is given as to how best to generate
value for shareholders. The Board considers that
its chosen strategy of growing its personal injury
self-processing operations remains the most
appropriate to drive long-term, sustainable value.
The increased number of settlements during
the year, increase in cash generated in National
Accident Law and increased value of the book of
ongoing claims are all testament to the progress
that is being made against this strategy. The
Board seeks to maintain regular dialogue with
shareholders throughout the year as detailed on
page 46.

The strategic report on pages 5 to 50 was approved
by the Board on 1 May 2024 and is signed on its
behalf by

Tim Aspinall

Chair

NAHL Group Plc Annual Report and Accounts 2023

Leadership and governanceStrategic ReportChris Higham
Chief Financial Officer
Chris Higham is Chief Financial
Officer of the Group, which
he joined in 2006. As Group
Chief Financial Officer, Chris’

responsibilities include management of the finance
function and liaising with the Group’s investors and
the banks. Chris has an in-depth understanding of
the Group’s operations, having helped implement
the Personal Injury business’ transformation and
developed the finance function during a period of
significant change.

Chris joined the Group in 2006 as the Financial
Controller of National Accident Helpline Limited. He
has worked in numerous roles at NAHL, including
CFO of the Personal Injury business, Commercial
Director at Homeward Legal Limited and most
recently Group Finance Director.

Chris is a fellow of the Association of Chartered
Certified Accountants (ACCA) and prior to joining
NAHL he spent 5 years at Thomson Reuters.

Brian Phillips
Non-Executive Director
Brian joined the Board on 25 June
2020 as a Non-Executive Director.

He has had a long and

distinguished career in private equity and in 2014
stepped back from full time employment to build a
portfolio of investments using his own capital. He
later used this experience and extensive contacts in
the field to start Ethos Partners LLP in 2017, which
is a private investment office operating in the UK
small cap and private equity market.

During his executive career, Brian was previously
the Chief Investment Officer for Greenhill Capital
Partners in London where he was recruited to set up
a new private equity business for Greenhill & Co., a
listed US investment bank. Previous to this he was
Managing Director for L&G Ventures and a Director
at various firms including Bridgepoint and Gartmore
Private Capital.

Brian is a Chartered Accountant and member of the
Institute of Chartered Accountants of Scotland.

Sally Tilleray
Non-Executive Director
Sally joined the board on 19 July
2019 and is Chair of the Group’s
Audit and Risk Committee, as well

as sitting on the Remuneration and Nominations
Committees.

Sally is Senior Independent Non-Executive Director
of Mind Gym plc, the AIM quoted behavioural
science training and business improvement group,
Non-Executive Director of AIM quoted Skillcast
plc, the leading provider of corporate compliance
e-learning in the UK and Senior Independent
Non-Executive of Fadel plc the AIM – listed brand
compliance, rights management and royalty billing
software provider. She is Chair of UNRVLD, a digital
experience agency and Senior Independent Non-
Executive Director of Nominet the official registry for
all .UK domain names.

In her executive career, Sally was previously
Group Chief Operating Officer and Group Chief
Financial Officer at Huntsworth plc, the fully listed
international healthcare and communications
firm, where she was responsible for the Group's
worldwide financial functions and day to day
operations. Prior to this, she served as CFO
Europe for Predictive Inc., a technology consulting
business which listed on Nasdaq in 2000. She is a
member of the Chartered Institute of Management
Accountants.

Board of Directors

Tim Aspinall
Non-Executive Chair
Tim Aspinall became Chair in
October 2020, having been a
Non-Executive Director since
June 2016. He sits on the Group’s

Remuneration and Nomination Committees and
attends the Audit and Risk Committee by invitation.

Tim runs Aspinall Consultants Limited, a
management consultancy business advising
professional services firms on strategy,
performance management and mergers and
acquisitions.

Tim is also a Non-Executive Director of Kuro Health
Limited which is one of the leading providers of
medical reports in the UK. Tim is a qualified solicitor
and his senior leadership career in the legal sector
includes Managing Partner of DMH Stallard LLP
where he led its transformation into an award
winning and highly respected mid-market law firm.

James Saralis
Chief Executive Officer
James Saralis is Chief Executive
Officer of the Group, which he
joined in January 2018.

As Chief Executive Officer, James’ responsibilities
include managing the day-to-day operations of the
business, developing and implementing the Group’s
strategy, ensuring delivery of budgeted financial
performance and promoting the values of the
Group.

Between 1 January 2018 and 16 August 2021,
James served in the role of Group Chief Financial
Officer and was instrumental in the strategic and
operational development of NAHL, playing a key
role in navigating the challenges presented by
the coronavirus pandemic and in transforming
the Personal Injury business into a modern,
technologically-enabled law firm.

James has a wealth of experience both operationally
and of the AIM market. Previously, he spent over 10
years in the general insurance industry, including
as CFO of the Direct & Partnerships and Employee
Benefits divisions of Jelf, part of Marsh & McLennan
Companies. James has also held various finance
roles in Clearspeed Technology plc, HBOS plc and
RAC plc. He is a Chartered Accountant and fellow of
the ICAEW, having been a member since 2003. He
holds a Bachelor of Science from the University of
Bristol.

NAHL Group Plc Annual Report and Accounts 2023

Leadership and governanceLeadership and governanceMarcus Lamont
Group People Director
Marcus joined the Group in
2016 as HR director and since
then, Marcus has embarked on
delivering improvements to talent
development, embedding the Group’s culture and
values and enhancing recruitment processes, with
significant focus on an aligned approach across all
divisions.

Passionate about staff engagement and recognition,
Marcus recently delivered Gold Standard Investors
in People status for the Personal Injury division as
well as ensured its inclusion for the first time in the
Sunday Times Top 100 Best Small Companies to
work for.

Marcus joined from Everest where he was HR
Director, taking the lead on talent management,
leadership development, employee engagement
and change management. Prior to that, Marcus held
senior positions at UPS plc, across the globe.

Group Executive Team

Will Herbertson
Managing Director,
Consumer Legal Services
Will joined the Group as Managing
Director of the Group’s Residential
Property division in September

2018 before moving into the role of Director of
Marketing and Strategy, Consumer Legal Services
following the merger of the Residential Property
Division with the Personal Injury Division in 2020.

In the current role of Managing Director – Consumer
Legal Services, Will is responsible for the executive
leadership and operations of the Consumer Legal
Services Division which includes National Accident
Law, National Accident Helpline (marketing
business), Searches UK, Your Law and Law
Together.

Will brings extensive commercial, marketing and
digital experience to the Group. Prior to joining
the Group, Will was a Commercial Director at
MoneySupermarket and held UK and international
sales and marketing positions with Proctor &
Gamble, where he started his career.

Helen Jackson
Managing Director – Critical
Care
Helen was appointed as Managing
Director at Bush & Company in
July 2016 having spent four years

as Group HR Director.

Responsible for overall strategy and leadership
within the division as well as business development,
quality and clinical independence, Helen has driven
a number of business improvements.

More recently of note, Helen led Bush in launching
two industry leading ventures with the Spinal
Injuries Association and Child Brain Injury Trust,
both prominent charities in the sector, reinforcing
the Company’s market positioning as the leader in
catastrophic injury in case management, building on
Bush’s 30 years of success within the Critical Care
sector.

Previously, Helen held HR leadership roles at
Everest, BUPA and Tesco.

Chair’s Introduction to Governance

Dear Shareholder,

On behalf of the Board of Directors of NAHL
Group plc (the ‘Board’), I am pleased to introduce
our Corporate Governance statement for the
year ended 31 December 2023. The purpose of
this section of the annual report is to set out our
commitment to good corporate governance, which
should be read in conjunction with our website
which provides further detail.

The Board is committed to a high level of corporate
governance, which is the way in which companies
are directed and controlled. It believes that good
corporate governance is vital to support long-
term growth in shareholder value. To achieve
this, companies require an efficient, effective
and dynamic management framework that is
accompanied by clear communication, promoting
confidence and trust.

Compliance with the QCA
Corporate Governance Code
Companies listed on AIM are required to adopt a
recognised corporate governance code. The Board
has adopted the Quoted Companies Alliance (QCA)
Corporate Governance Code. We believe that the
QCA code is a pragmatic, principles-based tool that
enhances the Group’s ability to explain its approach
to corporate governance. It is appropriate for the
needs and circumstances of small and mid-sized
quoted companies on a public market and the Board
consider it still to be appropriate for NAHL Group.

The code is based around a set of ten principles to
which the Group must either comply or explain why
it has chosen not to. The ten principles of the code
are set out in the table on page 60 and I can confirm
that we are in compliance with the requirements
of the code and the table provides signposts to the
relevant disclosures and explanations.

Throughout 2024 we plan to undertake an exercise
to review and update our policies in light of the
updates made in the QCA Corporate Governance
Code 2023. The Group will be required to apply
these principals for the year beginning 1 January
2025 and will report on the expected changes in the
2024 Governance Statement.

Shareholder engagement
An important part of the QCA code concerns
engagement and communication with our
shareholders. We welcome open and regular
dialogue with our shareholders and the ‘Our
Investors’ section of our website explains how we
have sought to do this.

In 2023 we were once again pleased to be able to
invite shareholders to attend our Annual General
Meeting in person as well as seeking to maintain
engagement and dialogue with a wider base
of shareholders by encouraging shareholders
to listen to the meeting via a remote platform,
InvestorMeetCompany, and submit questions prior
to the meeting, which were subsequently answered
by the Directors during the meeting.

It is our intention that this year we will adopt the
same approach giving shareholders the opportunity
to attend the AGM face-to-face or to follow
proceedings via our remote platform and I would like
to extend an invitation to all shareholders to attend
our AGM and to engage with the Board and other
members of our senior leadership team who will be
in attendance.

Tim Aspinall

Chair

NAHL Group Plc Annual Report and Accounts 2023

Leadership and governanceLeadership and governanceGovernance Statement

Governance Structure
An important element of corporate governance is the governance structure that is in place to manage and
control the activities of the Group and this is set out below. Details of the composition of the Board and their
roles are set out on pages 57–59.

Board
Comprises the Non-Executive Chair, two Non-Executive Directors (NEDs) and two Executive
Directors, the Group CEO and Group CFO.

Led by the Chair, the Board is collectively responsible for promoting the long-term success of the
Group for the benefit of its shareholders and wider stakeholders. It provides oversight, sets the
Group’s strategy and risk appetite, and scrutinises investment cases. It makes decisions on matters
reserved for the Board.

Audit & Risk
Committee
Comprises the NEDs.
The Chair, Group
CEO and Group CFO
attend by invitation.

Remuneration
Committee
Comprises the Chair
and NEDs. The Group
CEO attends by
invitation.

Determines the
remuneration policy
of the Board and
Group Executive.

Oversees the integrity
of the financial
statements, monitor
risk and internal
controls, reviews
accounting policies,
appoints external
auditor and approves
their remuneration.

Nominations
Committee
Comprises the Chair
and NEDs.

Reviews structure,
size and composition
of the Board,
succession
planning and makes
recommendations on
Board appointments.

Group CEO
Leads the management
team in the day- to-day
running of the business,
develops and executes the
strategy agreed with the
Board, actively engages
with shareholders on the
performance of the Group,
and maintains an inclusive,
progressive culture, for
the benefit of the Group’s
people, communities and
the environment.

Group Executive
Chaired by the Group
CEO, also comprises the
Group CFO, Group People
Director and Managing
Director of each of the
Group’s divisions.

Supports the Group
CEO in leading the
business and managing
risk, implementing the
strategy and developing
investment cases.

As Company Secretary, Kirstie Cove supports the Board with compliance and governance matters. The
Board will continue to review this structure as part of its Board effectiveness reviews.

Board composition and roles
There were no changes to the composition of the
Board during the year.

The Board comprises the Non-Executive Chair,
two independent Non-Executive Directors and
two Executive Directors. Their biographies can be
found on pages 52–53. The Board believes that the
current Board composition provides the skills and
experience necessary to meet the Group's needs,
given its size and nature.

There is a clear separation of the roles of Non-
Executive Chair and Executive Directors.

Role of the Chair
The Chair, Tim Aspinall, is responsible for leading
the Board, ensuring it is focusing on strategic
matters and setting high governance standards.
The Chair adopts a leading role in determining
the composition and structure of the board and
promotes and oversees the highest standards
of corporate governance within the Board and
the Group. He plays a pivotal role in fostering
the effectiveness of the Board and individual
Directors, both inside and outside the board room,
encouraging an open, inclusive discussion which
challenges executives, where appropriate. The
Chair promotes constructive relations between the
Non-Executive Directors and Executive Directors,
facilitating open debate, active engagement and
effective contribution by all members of the Board.
He sets an agenda for the Board which is forward
looking and focuses on strategic matters. He is also
responsible for ensuring effective communication
with shareholders and representing the Group with
external parties.

Role of the CEO
The Group CEO, James Saralis, is accountable,
and reports to, the Board and is responsible for
leading the management team in the day-to-day
running of the Group’s business, implementing
its long and short-term plans, and executing the
strategy and commercial objectives agreed by the
Board. The Group CEO chairs the Group Executive,
leading them to maximise the performance of the
business and acts as liaison between the Executive
and the Board, communicating its decisions and
recommendations to the Board as well as reporting
progress to the Board in the execution and delivery
of strategic objectives. The CEO supports the Chair
with stakeholder and shareholder management,
ensuring the Board is made aware of the views of
these stakeholders on business issues. He also

supports the Chair in ensuring that appropriate
standards of governance apply through all parts of
the Group, providing clear leadership on responsible
business conduct and maintaining a positive and
inclusive company culture; setting an example to the
Group’s people and other key stakeholders.

Role of the CFO
The Group CFO, Chris Higham, is responsible for
managing the financial and risk actions of the Group
and supporting the Group CEO in ensuring the
development and execution of strategies to grow
shareholder value. He provides strong, functional
leadership to the Group’s finance department,
including in matters of financial reporting, tax,
treasury, pensions and investor relations and
supports the CEO with his responsibilities for
senior manager appointments and development
and fostering good working relationships with the
Executive team. He supports the Group CEO in
ensuring that management fulfils its obligation to
provide the Board with accurate, timely, balanced
and clear financial information and other relevant
KPIs in a form and of a quality that will enable it to
discharge its duties effectively. The Group CFO also
supports the Group CEO in representing the Group
to its shareholders and providing regular updates on
business performance and strategic developments.

Non-Executive Directors
The Non-Executive Directors, Sally Tilleray and
Brian Phillips, provide positive challenge as an
essential aspect of good governance and, using
their wider experience outside of the Group, give
constructive feedback on policies and proposals
put forward by the Executive Directors. They Chair
the Board Committees to provide independent
oversight of these important areas of governance.

Board meetings
Board meetings were attended both virtually and in
person throughout the year.

The Board met seven times during 2023 and the
meetings last for approximately half a day. In
addition to this, all Directors attend the Group’s
Annual General Meeting. Additional meetings
or conference calls are convened as required.
Members of the Board also chair and sit on the
Board committees and these each have their own
time commitments.

NAHL Group Plc Annual Report and Accounts 2023

Leadership and governanceLeadership and governanceNominations Committee
The Nominations Committee consists of:

Tim Aspinall (Chair)

Sally Tilleray

Brian Phillips

The Nominations Committee is expected to meet
not less than once a year and at such other times
as required. It has responsibility for reviewing the
structure, size and composition (including the skills,
knowledge and experience) of the Board, and giving
full consideration to succession planning. It also has
responsibility for recommending new appointments
to the Board.

Accountability and
stakeholders
The Board considers that the 2023 Annual
Report and Accounts, taken as a whole, is fair,
balanced and understandable and provides
the information necessary for shareholders
to assess the Company’s position and
performance, business model and strategy.
Details of how we do this are also explained
in the Audit and Risk Committee report.

of the Group (including annual and interim accounts
and results announcements), reviewing internal
control and risk management systems, reviewing
any changes to accounting policies, reviewing and
monitoring the extent of the non-audit services
undertaken by external auditors and advising on the
appointment of external auditors.

Remuneration Committee
The Remuneration Committee consists of:

Brian Phillips (Chair)

Tim Aspinall

Sally Tilleray

The Remuneration Committee is expected to
meet not less than twice a year and at such other
times as required. The Remuneration Committee
has responsibility for determining, within the
agreed terms of reference, the Group’s policy on
the remuneration packages of the Company’s
Chair, the Executive and Non- Executive Directors,
the Company Secretary and other senior
executives. The Remuneration Committee also has
responsibility for:

• determining the total individual remuneration

package of the Chair and each Executive Director
(including bonuses, incentive payments and share
options or other share awards); and

• determining the total individual remuneration

package of the Company Secretary and all other
senior executives (including bonuses, incentive
payments and share options or other share
awards), in each case within the terms of the
Group’s policy and in consultation with the Chair
of the Board and/or the Executive Directors.

No director or manager may be involved in any
discussions as to their own remuneration.

The following table shows the Directors’ attendance
at Board and Committee meetings during the year:

Tim Aspinall

James Saralis

Chris Higham

Sally Tilleray

Brian Phillips

Board

Audit Remuneration

Nomination

7/7

6/7

N/A

4/4

3/3

N/A

3/3

1/1

N/A

1/1

Board effectiveness
Members of the Board maintain membership of
a number of professional bodies and ensure their
skill sets are constantly developed. As part of
our ongoing commitment to staff development,
Executive Directors and senior leaders have
personal development programmes which include
mentoring and attendance at high level leadership
programmes. In addition, they receive individual
support for specific and identified development
needs to ensure they are kept up to date on relevant
legal developments or changes in best practice.

The Nominations Committee is responsible for
considering the make-up of the Board and identifies
any succession planning requirements.

No individual or group dominates the Board’s
decision-making processes.

The Chair annually reviews the contributions
of Board members, with a focus on ensuring
effectiveness and relevance. The Board periodically
reviews its effectiveness and performance as a
unit to ensure that it is operating collectively in an
efficient, informed, productive and open manner.

As stated in the 2022 Governance Statement, the
Board undertook an evaluation of its effectiveness
in 2023 which was supervised by the Company
Secretary and concluded that the Board operates
effectively and its structures and procedures are
appropriate for the current situation of the Group.

Internal control
The Group has implemented policies on internal
control and corporate governance. These have been
prepared in order to ensure that:

• proper business records are maintained and

reported on, which might reasonably affect the
conduct of the business;

• monitoring procedures for the performance of

the Group are presented to the Board at regular
intervals;

• budget proposals are submitted to the Board

no later than one month before the start of each
financial year;

• accounting policies and practices suitable for the
Group’s activities are followed in preparing the
financial statements;

• the Group is provided with general accounting,
administrative and secretarial services as may
reasonably be required; and

• interim and annual accounts are prepared and
submitted in time to enable the Group to meet
statutory filing deadlines.

The Group continues to review its system of
internal control to ensure compliance with best
practice, whilst also having regard to its size and
the resources available. The Board considers that
the introduction of an internal audit function is not
appropriate at this juncture, although the Group
finance team continues to undertake a series of
internal control reviews and reports the outcomes of
these to the Audit and Risk Committee.

Board committees
To assist in carrying out its duties the Board has
set up a number of committees, including the Audit
and Risk Committee, the Remuneration Committee
and the Nominations Committee. Each committee
has formally delegated duties and responsibilities
with written terms of reference. From time-to-time
separate committees may be set up by the Board
to consider specific issues when the need arises. An
explanation of the responsibilities and composition
of the committees is set out below and the terms of
reference can be downloaded from our website.

Audit and Risk Committee
The Audit and Risk Committee consists of:

Sally Tilleray (Chair)

Brian Phillips

The Audit and Risk Committee is expected to meet
formally at least three times a year and otherwise
as required. It has responsibility for ensuring that
the financial performance of the Group is properly
reported on and reviewed, and its role includes
monitoring the integrity of the financial statements

NAHL Group Plc Annual Report and Accounts 2023

Leadership and governanceLeadership and governanceHow we have complied
with the QCA Corporate
Governance Code

Deliver Growth

Governance principles

Reference

1. Establish a strategy and business model which

promote long-term value for shareholders

See Our Business, pages 20–24 and CEO’s report
(pages 7–10)

2. Seek to understand and meet shareholder needs

See Chair’s Introduction to Governance (page 55)

and expectations

3. Take into account wider stakeholder and social
responsibilities and their implications for long-
term success

See Our Culture (pages 41–47) and Section 172
Statement (pages 49–50)

4. Embed effective risk management,

See Principal Risks and Uncertainties (pages 34–39)

considering both opportunities and threats,
throughout the organisation

Maintain a dynamic management framework

Governance principles

Reference

5. Maintain the Board as a well-functioning,

See Governance Statement (pages 56–59)

balanced team led by the Chair

6. Ensure that between them the directors have

See Governance Statement (pages 56–59)

the necessary up-to-date experience, skills and
capabilities

7. Evaluate board performance based on
clear and relevant objectives, seeking
continuous improvement

See Governance Statement (page 56–59)

8. Promote a corporate culture that is based on

See Our Culture (pages 41–47)

ethical values and behaviours

9. Maintain governance structures and processes

See Governance Statement (pages 56–59)

that are fit for purpose and support good
decision-making by the Board

Build Trust

Governance principles

Reference

10. Communicate how the company is governed

and is performing by maintaining a dialogue with
shareholders and other relevant stakeholders

See Chair’s Introduction to Governance (page 55)
and Section 172 Statement (pages 49–50)

Audit and Risk Committee Report

Dear Shareholder,

I am pleased to present my report of the Audit and
Risk Committee for the year ended 31 December
2023.

The composition and responsibilities of the
Committee are set out on page 58. The Chair, Chief
Executive Officer, Chief Financial Officer, Group
Financial Controller and external auditors attend the
Committee by invitation, if required.

The main items of business considered by the
Committee during the year included:

Re-appointment of
external auditor
The Committee considers a number of areas when
reviewing the external auditor appointment, namely
their performance in discharging the audit, the
scope of the audit and terms of engagement, their
independence and objectivity, and remuneration.
Mazars LLP (Mazars) were first appointed as the
Group’s external auditor in 2020 and conducted
the audit of the Group’s financial statements for
the financial year to 31 December 2020. At the
Annual General Meeting in June 2023 Mazars were
re-appointed for 2024. The Committee monitors
the provision of non-audit services by the external
auditor. The breakdown of fees between audit
and non-audit services is provided in note 3 to the
financial statements. The non-audit fees relate to
a regulatory audit of compliance with the Solicitors
Accounting Rules in National Accident Law and ad-
hoc reviews of interim statements and subsidiary
company accounts.

Following the completion of this year’s audit, the
Committee has confirmed it is satisfied with the
independence, objectivity and effectiveness of
Mazars and has recommended to the Board that
the auditors be reappointed, and there will be a
resolution to this effect at the forthcoming Annual
General Meeting.

External audit process
On completion of the annual audit, the Committee
reviews the overall audit process and engages
with both management and Mazars to determine
any areas of improvement for the coming year.
The Committee determined that overall, the audit
process is considered to be effective for both
parties.

The external auditor prepared a plan for its audit of
the full year financial statements, which, this year,
was presented to the Committee in November
2023.

The audit plan set out the scope of the audit, areas
of significant risk for the external auditor to focus
their work on and audit timetable. This plan was
reviewed and agreed in advance by the Audit and
Risk Committee. The Key Audit Matters identified
by Mazars were the carrying value of goodwill and
investment valuation. The committee agreed with
these being significant areas of focus given the
materiality of the balances and the judgements and
estimates that are necessary to perform the review.

Following its review of the 2023 financial
statements, the external auditor presented its
findings to the Audit and Risk Committee for
discussion. No major areas of concern were
highlighted by the external auditor during the year
however areas of significant risk and other matters
of audit relevance were discussed.

Critical accounting
judgements and key sources
of estimation uncertainty
The critical accounting judgements considered
by the Committee during the year are set out in
note 1 to the financial statements on page 97. In
consideration of these judgements, the Committee
reviewed the recommendations of the finance
function and received reports from the external
auditors on their findings.

The only area of judgement deemed to warrant
disclosure under IAS 1 is the decision to consolidate
the results and net assets of two Limited Liability
Partnership (LLP) law firms in the financial
statements. There have been no changes to this
judgement since the prior year and further details
are given in note 1 to the financial statements.

The Committee has also considered the key
sources of estimation uncertainty set out in note 1
to the financial statements on pages 97–98, which
comprises:

• Estimates in relation to the revenue recognition on

provision of legal services.

• Estimates concerning recoverability of trade

receivables.

• Estimates concerning the assumptions used in
the annual impairment review of goodwill and
parent company investment.

NAHL Group Plc Annual Report and Accounts 2023

Leadership and governanceLeadership and governanceRisk Management
Framework and controls
The Audit and Risk Committee provides support
to the Board in its oversight of the Group’s risk
management framework, as set out on page 35
and monitors the effectiveness of risk management
through reporting and assurance. Each year, the
committee commissions a review into the risk
management framework and risk appetite to ensure
the appetite of the senior management team is
in alignment with that of the Board. This review
was conducted by the Chief Financial Officer and
concluded that no changes to the risk management
framework were needed and that the appetite
of the senior management team and Board was
consistent.

and Group has adequate resources to continue
in existence for the foreseeable future and has
concluded it is appropriate to adopt the going
concern basis of accounting in the preparation of
the financial statements.

New and forthcoming
accounting standards
There were no new accounting standards during
the year that had a material impact on the amounts
reported and disclosures included in the financial
statements.

Disclosures
The Audit Committee has reviewed the disclosures
in the financial statements and notes that the
only significant change from 2022 is regarding
the disposal of Homeward Legal. The results
of Homeward Legal have been included in the
consolidated financial statements up to the date
of disposal and are included as discontinued
operations. Further details of these can be found in
note 27 to the financial statements.

There have been no changes to the methodology
used for estimates in relation to revenue recognition
or recoverability of trade receivables and no
changes in circumstances that would indicate
these assumptions are no longer appropriate.
Further details are given in note 1 to the financial
statements.

The Committee asked management to obtain
external advice with regards to the impairment
reviews during the year to ensure that its
methodology met best practice and to gain a
third party insight into the significant variables
it uses for the weighted average cost of capital
(WACC) rate. This was a helpful exercise that
allowed the management team to critically review
its methodology and developed an improved and
robust method to use going forwards.

The Audit and Risk Committee reviewed the
assumptions used in the preparation of the goodwill
and parent company investment impairment
reviews in detail. In particular, it reviewed the
following key changes in the calculations compared
to the prior year:

• The introduction of a long-term growth rate of
2% in the calculation of terminal cash flows.
Previously, given the relatively flat interest and
inflation rates in the market, management did not
deem it appropriate to include a long-term growth
rate. Given the increase seen in both of these
measures over the past 12 months, management
now deem it to be an appropriate time to include
this assumption in the calculations.

The Audit Committee considered this change and
concurred with management’s approach.

The Committee also reviewed the two key inputs
being the WACC rate and the underlying divisional
forecasts/growth rates.

WACC rate – the WACC rate has been based on
inputs using external sources to verify the risk free
rate, Beta and market risk premium. Company
specific risks have then been applied to take into
account the specific risks of each division as well as
using industry benchmarks to ensure the rate used
is aligned to the wider market. The Audit Committee
have discussed and challenged these inputs to
ensure they are suitable and have concluded that
these inputs are appropriate.

Forecasts and growth rates – the Personal
Injury market remains relatively flat and the key
assumption underpinning the growth of the division
is an increase in placement of enquiries into National
Accident Law rather than with the panel. This is in
line with the overall Group strategy and the division
has made solid progress on its strategy during the
year. The Audit Committee consider these forecasts
to be an appropriate base.

Sensitivities have been considered on the
impairment calculations that indicate the
calculations are most sensitive to changes in the
WACC rate. A 29.4% increase to the WACC rate
from 10.9% to 14.1% would reduce the available
headroom to zero. At present, the Board considers
the current WACC rate to be appropriate as it is
based on reasonable and supportable assumptions
but note that given the current economic climate,
the WACC rate could increase or decrease in future
years which in turn could lead to a decrease or
increase in the available headroom.

Management have also considered the level of
headroom in the forecast profits and cash flows and
note that these could withstand a 28% decrease in
each year of the forecast period before the available
headroom would reduce to zero.

In summary, the Committee is satisfied that the
judgements and estimates made by management
are appropriate.

Going Concern
The Audit and Risk Committee has reviewed
the Going Concern assessment prepared by
management. The assessment includes detailed
financial forecasts covering the Group’s adopted
strategy and considers a range of sensitivities. The
period considered for the going concern review is
to the end of June 2025, being approximately 12
months from the date of signing of the 2023 Annual
Report and financial statements. The going concern
assessment focuses on two key areas, being the
ability of the Group to meet its debts as they fall due
and being able to operate within its banking facility.

The Group refinanced its banking facilities in
February 2024 and has access to a £15.0m
revolving credit facility (RCF) with its bankers
which is due to mature on 31 December 2025. The
forecasts indicate that the Group will have sufficient
liquidity within the RCF to meet its liabilities as they
fall due and would not need to access additional
funding. The Group’s RCF is subject to quarterly
covenant testing and all of the scenarios modelled
suggest that the Group will continue to operate
within its covenants for the foreseeable future.

The forecast sensitivities consider a scenario in line
with the impairment sensitivities in which Personal
Injury profit is 30% lower than planned and also
a cash scenario which assumes debt collection is
slower than planned . Under both of these scenarios,
the Group is still able to operate within the banking
facility and meet its covenants.

Further details of the going concern review are given
on page 96. Based on this review, the Committee
has a reasonable expectation that the Company

NAHL Group Plc Annual Report and Accounts 2023

Leadership and governanceLeadership and governanceOther items considered
during the year
The Group finance function conducts an annual
programme of review of the financial controls
operating within each of the businesses, identifying
areas to be improved and reporting the outcomes
to the Committee. The Committee believes that in
view of the current size and nature of the Group’s
businesses, this approach is still sufficient to enable
the Committee to derive sufficient assurance as to
the adequacy and effectiveness of internal controls
and risk management procedures without a formal
internal audit function. The internal review program
for 2023 focused on the following areas:

Divisional reviews
The review built on the findings from 2022 which
identified a number of areas where improvement
could be made in the Critical Care division and
noted that these were due to be addressed through
further improvements to the systems in 2023. The
bulk of the system changes were fully implemented
and running as intended by Q3 2023, resulting
in improvements to the day-to-day operational
processing as well as improvements to the quality
and timeliness of financial reporting.

Review of the SAR review report
Management present the findings of the annual SAR
review to the Committee. Pleasingly, there were no
reportable breaches and no minor management
points raised.

Review of the financial policies and
procedures
The Committee undertook its annual review of the
Group policies and procedures. Changes made
during the year included ensuring that these had
been updated following the departure of the Legal
and Compliance Director in September 2023 and
ensuring that there were no gaps in responsibilities
and ownership.

Sally Tilleray

Chair of the Audit and Risk Committee

Directors Remuneration Report 2023

Shareholder engagement
We are committed to engaging with our major
shareholders on all key matters. The results of the
voting on the 2022 remuneration report which
included the Remuneration Policy are set out on
page 70 of the report.

New 2024 Remuneration
Policy
Our previous Directors’ Remuneration Policy was
presented in the 2020 Directors’ Remuneration
Report, which was approved through an advisory
vote at the 2021 Annual General Meeting and
became effective for three years from the close
of that meeting. The Committee has taken the
opportunity to review the executive remuneration
framework to ensure that it:

• retains and motivates our Executive Directors and
wider management in order to provide the Group
with continuity and stability at the leadership level

• is simple and transparent; and

• takes into account market practice, shareholder

expectations and best practice governance
developments for AIM companies

The full 2024 remuneration policy can be found on
pages 71–77.

Remuneration decisions in
respect of 2023
Board changes
There were no Board changes in the year ended 31
December 2023.

Dear Shareholder,

On behalf of the Board, I am pleased to present the
Directors’ Remuneration Report for the financial
year ended 31 December 2023.

The composition and responsibilities of the
Committee are set out on page 59.

The Committee has reviewed the current Directors’
Remuneration Policy in light of the recent changes
outlined in the 2023 QCA Code. Whilst the new
recommendations relating to the 2023 QCA Code
are not due to be implemented by the Company
until January 2025, the Committee intends to adopt
a number of amendments from the AGM in June
2024.

The annual Directors’ Remuneration Report
provides details of the amounts earned in respect
of the year ended 31 December 2023 and how the
Directors’ Remuneration Policy will be operated for
the year ending 31 December 2024.

Review of the 2023
financial year
2023 saw the Group achieve its financial goals and
return to growth. Group revenue increased by 2%
to £42.2m and operating profit decreased from
£4.8m to £4.1m. The Group also made progress on
reducing its net debt from £13.3m at 31 December
2022 to £9.7m at 31 December 2023. Both of our
divisions made good progress on their strategic
plans.

The above context informed and shaped the
decisions of the Committee during the year.

Alignment with vision and
strategy
Our ongoing vision is to continue to be a leader in
the personal injury and catastrophic injury markets.
In Critical Care, this requires us to broaden our
customer base, extend our competencies and
specialisms and be more efficient at what we
do. In Consumer Legal Services, we are growing
our integrated law firm, National Accident Law,
by leveraging our agile and scalable placement
model to create a more sustainable and profitable
business. The Remuneration Policy and framework
support this vision and strategy directly.

NAHL Group Plc Annual Report and Accounts 2023

Leadership and governanceLeadership and governanceSalary and Fees
The CEO and CFO were awarded a 3% increase in
salary with effect from 1 March 2023 in line with
the percentage increase awarded to the wider
workforce. Fees for Non-Executive Directors have
remained unchanged since 2019.

Annual bonus outcomes
The 2023 annual bonus required the Group to
achieve stretching underlying operating profit
targets in order to pay out. The Company’s target
operating profit for 2023 exceeded the threshold
target set, resulting in bonus payments of £129,950
and £44,419 for the CEO and CFO respectively.
Further details on this target are given on page 68.

Long-term incentives
The first tranche of Awards made to the CEO and
CFO under the Company’s Share Option Plan,
granted on 23 April 2021, vested on 23 April 2023.

Awards were subject to continued employment
and a business performance underpin, which the
Committee determined had been satisfied. As a
result, the CEO was allotted 194,656 shares in the
Company with a face value of £84,189 and the CFO
was allotted 46,000 shares in the Company with a
face value of £19,895 on exercise on 19 May 2023.

The second tranche of the same Awards, which are
subject to the same performance conditions, are
due to vest on 23 April 2024.

On 28 April 2023, restricted share awards, made in
line with the Company’s Directors’ Remuneration
Policy, were granted to James Saralis and Chris
Higham as follows:

• For James Saralis, an Award over 310,000 shares

which will vest on the third anniversary of the
grant date, subject to continued employment and
a business performance underpin.

• For Chris Higham, an Award over 210,000 shares

which will vest on the third anniversary of the
grant date, subject to continued employment and
a business performance underpin.

Implementation of Directors’
Remuneration Policy for
2024
Salary/Fees
The Executive Directors were awarded a 3%
increase in salary with effect from 1 March 2024,
in line with the average salary increase awarded to
the wider workforce. Salaries for the CEO and CFO
increased to £232,800 and £159,000 respectively.

Non-Executive Directors and the Board Chair were
awarded a basic fee increase of 3% with effect
from 1 March 2024, in line with the average salary
increase awarded to Executive Directors. There
was no increase applied to the additional fees paid
to Committee Chairs. This was the first increase of
Non-Executive Director fees since 2019.

Annual bonus plan
The CEO’s annual bonus opportunity for 2024 will
remain at a maximum of 100% of salary and the
CFO’s will remain at 50% of salary. The bonuses
are subject to stretching operating profit targets
for 2024. The performance targets are considered
commercially sensitive and will be disclosed in next
years’ Directors’ Remuneration Report.

Long-term incentives
It is anticipated that Executive Directors will be
granted a restricted share award equal to 50%
of salary at grant. The award will vest on the third
anniversary of the grant date subject to continued
employment and a business performance underpin.

Conclusion
We are committed to a responsible and transparent
approach in respect of executive pay. The
Committee believes that the advisory vote provides
accountability and gives shareholders a say on this
important area of corporate governance.

I trust that you will find this report helpful and
informative and agree that the determinations
made by the committee are appropriate and in
the long-term interests of both the Company and
our shareholders. I would also like to take this
opportunity to thank our shareholders for their
ongoing support and hope that you support the
Directors’ remuneration report for the year at the
Company’s Annual General Meeting to be held in
2024. I will be available at the meeting to answer any
questions that you may have regarding the work of
the Committee.

Brian Phillips

Chair of the Remuneration Committee
1 May 2024

Single figure of remuneration (audited)
The table below details the elements of remuneration receivable by each Director for the financial year ended
31 December 2023 and the total remuneration receivable by each Director for that financial year and for the
financial year ended 31 December 2022.

Salary and fees
£000

Benefits1
£000

Annual Bonus
£000

Pension
£000

J D Saralis

C Higham2

225

154

Non-Executive Directors

T J M Aspinall

S A Tilleray

B Phillips3

–

130

–

Total
Remuneration
2023
£000

Total
Remuneration
2022
£000

459

238

239

LTIP
£000

–

1. Taxable benefits received during the financial year ended 31 December 2023 are principally car allowance and private medical insurance.

2. C Higham was appointed to the Board as CFO from 15 September 2022. Previously he was not a member of the Board. The salary, benefits and

pension figures in respect of 2022 above represent his pro-rated remuneration from the date of his appointment to the Board to 31 December 2022.

3. B Phillips was appointed to Chair of the Remuneration Committee from 30 September 2022 and his fee was increased accordingly.

Individual elements of remuneration (audited)
Base salary and fees

The base salaries for 2023 and 2024 are as set out below:

J D Saralis

C Higham

2024
base salary
£000

233

159

2023
base salary
£000

226

155

% increase

Details of Non-Executive Directors’ fees for 2023 and 2024 are as set out below:

Chair’s fee

Non-Executive Director’s fee

Chair of the Audit and Risk Committee

Chair of the Remuneration Committee

2024 fee
£000

2023 fee
£000

% increase

NAHL Group Plc Annual Report and Accounts 2023

Leadership and governanceLeadership and governance

Annual bonus plan (audited)
The maximum annual bonus opportunity for the CEO was capped at 100% of salary and for the CFO 50%
of salary in respect of the year ended 31 December 2023. 100% of the annual bonus was assessed against
underlying operating profit performance with a proportion of the total bonus opportunity being awarded at
90% of target achievement. No bonus was payable at under 90% of target achievement.

The underlying operating profit target for 100% bonus payout was set at £5.0m based on an underlying
operating profit before bonus provisions.

The Company delivered an actual underlying operating profit before bonus provisions of £4.6m for the year
ended 31 December 2023. The 90% threshold operating profit target was therefore achieved, resulting in
bonus payments being made to the CEO and CFO.

The following table sets out the bonus criteria for the CEO and CFO.

Director

Performance
measure

Proportion of bonus
determined by measure

Performance target

Bonus earned
£000

James Saralis Operating profit

100%

Chris Higham Operating profit

100%

Operating profit threshold
of 90% of £5.0m was
achieved

130

Long-term incentives (audited)
Awards vested during the year
The first tranche of Awards made to the CEO and CFO under the Company’s Share Option Plan on 23 April
2021 vested on 19 May 2023.

Awards were subject to continued employment and a business performance underpin, which the Committee
determined had been satisfied. As a result, the CEO was allotted 194,656 shares in the Company with a face
value of £84,189 and the CFO was allotted 46,000 shares in the Company with a face value of £19,895.

The second tranche of the same Awards, which are subject to the same performance conditions, are due to
vest on 23 April 2024.

Awards granted during the year
On 28 April 2023, restricted share awards were granted to James Saralis and Chris Higham as follows:

Number of shares

Face value at grant
(% salary)1

Face value at grant
(£000)2

Vesting period

James Saralis

Chris Higham

310,000

50% of April 2023 salary

210,000

50% of April 2023 salary

113

3 years

1. The Committee determined that share Awards should be rounded to the nearest 10 shares.

2. The 5-day average mid-market closing share price between 22 March 2023 to 28 March 2023 (£0.368) was used to determine the face value of

the awards.

Awards will vest on the third anniversary of the grant date subject to continued employment and a business
performance underpin.

Statement of Directors’ shareholding and share interests
The interests of the Directors and their immediate families in the Company’s Ordinary Shares as at 31
December 2023 and as at 31 December 2022 were as follows:

Executive Directors

J D Saralis

C Higham1

Non-Executive Directors

T J M Aspinall

B Phillips

S A Tilleray

31 December
2023

31 December
2022

0.29%

0.43%

0.02%

0.00%

0.10%

0.34%

0.02%

0.00%

1. Chris Higham was appointed to the Board on 15 September 2022.

The interests of the CEO and CFO as at 31 December 2023 in the Company’s share schemes were as follows:

Director

J D Saralis

Total as at
31 December
2022

Plan

Exercised
during the year

Vested but
unexercised
during the year

Unvested and
subject to
performance
measures

Unvested and
subject to
performance
measures1

Total as at
31 December
2023

Restricted
share award

689,313

194,656

–

804,657

41,222

845,879

C Higham

EMI2

124,999

–

124,999

–

124,999

Restricted
share award

177,000

46,000

–

341,000

41,222

382,222

1. Includes shares held in the Company’s SAYE plan.

2. C Higham’s EMI awards relate to share options granted in 2014. These vested in 2017 and are exercisable until 31 December 2024 at an exercise

price of £2.00.

NAHL Group Plc Annual Report and Accounts 2023

Leadership and governanceLeadership and governanceAdvisors
During the year ended 31 December 2023, the
Committee received independent advice from
Deloitte LLP. Deloitte is a founder member of the
Remuneration Consultants Group and voluntarily
operates under its code of conduct in its dealings
with the Committee. Fees for this service were
£3,750.

Director Remuneration
Report voting at the 2023
AGM
The table below sets out the voting outcome at
the Group’s AGM held on 25 May 2023 in respect
of the resolution to approve the 2022 Directors’
Remuneration Report.

Consideration by the
Directors of matters relating
to Directors’ remuneration
During the year ended 31 December 2023, the
Committee was composed of the Company’s
independent Non-Executive Directors, Brian Phillips,
Tim Aspinall and Sally Tilleray.

Executive Directors only attend meetings by
invitation.
The Committee’s key responsibilities are:

• reviewing the ongoing appropriateness and
relevance of remuneration policy and its
application to the business;

• reviewing and approving the remuneration

packages of the Executive Directors;

• the grant of 2023 restricted share awards for

Executive Directors and senior management and
the outturn of prior long-term incentive awards;

• monitoring the level and structure of

remuneration of the senior management; and

• production of the Annual Report on the Directors’

Remuneration.

Votes for

% for

Votes
against

% against

Totals
votes cast

Votes witheld
(abstentions)

Approval of Directors’
Remuneration Report

24,495,664

99.9

22,443

0.1

24,518,107

Directors Remuneration Policy
This section sets out the Company’s Directors’
Remuneration Policy (the “Remuneration Policy”), which
will apply from the date of the 2024 Annual General
Meeting. The Remuneration Policy is determined by the
Remuneration Committee of the Company was developed
taking into account the principles of the 2023 Quoted
Companies Alliance Code (the “QCA Code”) and relevant
UK institutional investor guidance.

It is noted that new recommendations set out
in the QCA Code apply for accounting periods
beginning on or after 1 April 2024, but where
appropriate, these have been incorporated into the
Remuneration Policy for 2024.

Key principles of the
Remuneration Policy
The Company is committed to ensuring that its
remuneration practices enable it to appropriately
compensate employees for the services they
provide to the Company, attract, and retain
employees with skills required to effectively manage
the operations and growth of the business and
motivate employees to perform in the best interests
of the Company.

The Company’s remuneration principles ensure
that:

• It offers a suitable package to attract, retain and
motivate people with the skills and attributes
needed to deliver the Company’s business goals.

• Its policy and practices aim to drive behaviours

that support the Company strategy and business
objectives.

• Incentive plans are linked to company and
individual performance to encourage high
performance from employees both at an
individual and collective level.

These policy objectives will be achieved by ensuring
remuneration is reflective of applicable market
conditions, statutory obligations and who should be
incentivised by variable remuneration. Our aim is to
deliver outstanding performance, whilst providing
organisational flexibility and operational efficiency.

In addition, the Remuneration Policy is designed
taking into account the following key principles of
the QCA Code:

• Clarity – the Remuneration Policy is well

understood by the management team and is
clearly articulated to shareholders.

• Simplicity – the committee is mindful of the
need to avoid overly complex remuneration
structures which can be misunderstood and
deliver unintended outcomes. Therefore, one of
the committee’s objectives is to ensure that the
executive remuneration policies and practices
are as simple to communicate and operate as
possible, while also supporting strategy.

• Risk – the Remuneration Policy is designed

to ensure that inappropriate risk-taking is not
encouraged and will not be rewarded. This is
done via (i) the balanced use of both short- and
long-term incentive plans which employ a blend
of financial, non-financial and shareholder return
targets, (ii) the significant role played by equity in
the incentive plans (together with shareholding
guidelines) and (iii) recovery provisions.

• Predictability – the incentive plans have clearly
defined performance conditions setting out the
metrics and targets required to be met to achieve
defined levels of pay.

• Proportionality – there is a clear link between

individual awards, delivery of strategy and long-
term performance. In addition, the significant role
played by incentive/’at-risk’ pay, together with
the structure of the Executive Directors’ service
contracts, ensure that poor performance is not
rewarded.

• Alignment to shareholder interests – the

Remuneration Policy is aligned with the long-term
interests of shareholders of the company.

• Alignment to culture – the executive pay policies

are fully aligned to the Company’s culture.

NAHL Group Plc Annual Report and Accounts 2023

Leadership and governanceLeadership and governancePolicy Table for Executive Directors

Component Purpose and

Operation

Base Salary

Salaries are reviewed annually
taking into account:

• underlying Group performance;

• role, experience and individual

performance;

• competitive salary levels and

market forces;

• pay and conditions elsewhere

in the Group;

• salary level prior to
appointment; and

• the economic environment

link to strategy

Core element
of fixed
remuneration
to provide
competitive base
salary for the
market in which
the Company
operates to
attract and
retain Executive
Directors with
the necessary
experience
and expertise
to deliver the
Company’s
strategy.

Benefits

Executive Directors receive
benefits in line with market
practice. These include principally
life insurance, private medical
insurance, and car allowance.

Other benefits may be
provided based on individual
circumstances.

Any reasonable business-related
expenses can be reimbursed in
accordance with the Company’s
expenses policy, including the
tax thereon if determined to be a
taxable benefit.

To provide
a market
competitive
benefits package
as part of total
remuneration,
to support
recruitment
and retention
of Executive
Directors with
the necessary
experience
and expertise
to deliver the
Company’s
strategy.

Performance
metrics

None, although
individual and
corporate
performance
is considered
during any
annual salary
review.

Not applicable.

Maximum
Opportunity

Although there
is no overall
maximum, salary
increases are
normally reviewed
in the context
of the salary
increase across
the wider Group.
The Committee
may award
salary increases
above this level
to take account
of individual
circumstances
such as:

• increase in
scope and
responsibility;

• increase to
reflect the
Executive
Director’s
development
and performance
in the role; and

• Alignment to
market level.

Whilst there is no
absolute maximum
on the level of
benefits Executive
Directors receive,
the value of the
benefit is at a
level which the
Committee
considers
appropriate
against the market
and provides
sufficient level
of benefit based
on individual
circumstances.

Component Purpose and

Operation

Retirement
benefits

Annual
bonus

link to strategy

To provide an
appropriate level
of retirement
benefit to
support
recruitment
and retention
of Executive
Directors with
the necessary
experience
and expertise
to deliver the
Company’s
strategy.

To reward
performance
against annual
targets which
support the
strategic
direction of the
Company and
the creation
of value for
shareholders.

Executive Directors are eligible
to participate in the Company’s
defined contribution pension
plan (or receive a cash allowance
equivalent).

Awards are based on annual
performance against key financial
targets and/ or the delivery of
strategic / personal objectives.

The Committee has the discretion
to amend the pay-out upwards
or downwards (including to zero)
should any formulaic output
not reflect the Committee’s
assessment of overall business
performance.

For up to two years following
the determination of a bonus
pay-out the Committee has the
right to recover some or all of
the bonus pay-out in the event
of a material misstatement of
the Group’s financial results or if
the participant has been guilty of
gross misconduct.

Maximum
Opportunity

The maximum
employer pension
contribution (or
cash allowance
equivalent) is
aligned with the
level available to
the majority of the
wider workforce
(currently 3%
of qualifying
earnings).

The normal
maximum annual
bonus opportunity
is up to 100%
of base salary
in respect of a
financial year.

An additional
bonus opportunity
of up to 100%
of base salary
may be awarded
in the event of a
transformational
transaction. Such
bonus will be
determined at the
discretion of the
Committee taking
into account the
value generated
for shareholders
and the Executive
Directors’
contribution to
delivering the
transaction.

Performance
metrics

Not applicable.

Targets are
set annually
reflecting the
Company’s
strategy and
aligned with
key financial,
strategic and/
or individual
targets.

At least 50%
of the bonus
is assessed
against financial
performance
metrics of the
business and
the balance
is based on
strategic/
personal
objectives.

Stretching
targets are
required for
maximum
pay-out.

The targets and
performance
against them
will be disclosed
in the relevant
Annual Report
and Accounts
following the
end of the
performance
period.

NAHL Group Plc Annual Report and Accounts 2023

Leadership and governanceLeadership and governanceComponent Purpose and

Operation

Save As You
Earn (SAYE)
plan

link to strategy

To promote
share ownership
and provide
alignment with
shareholder
interests.

Executive Directors are entitled
to participate in an HMRC tax
qualifying all employee SAYE
plan.

Maximum
Opportunity

Participation limits
are those set by
and amended by
HMRC from time
to time.

Performance
metrics

Not subject to
performance
metrics in line
with HMRC
practice.

Performance
metrics

Although no
performance
metrics will
apply to
restricted share
awards, the
Committee will
have discretion
to amend
the vesting
outcome
should the
amount vesting
not reflect the
Committee’s
assessment
of overall
business
performance.

Maximum
Opportunity

The normal
maximum
restricted share
award opportunity
is up to 50%
of base salary
in respect of a
financial year.

Under the LTIP and
EMI Plan rules, the
overall maximum
award that may be
granted in respect
of a financial year
is 300% of base
salary. Awards
above 50% of
base salary would
only be granted
in exceptional
circumstances and
would be subject
to performance
metrics.

Component Purpose and

Operation

Restricted
share awards

link to strategy

To support
retention,
promote share
ownership
and provide
alignment with
shareholder
interests by
successfully
delivering the
Company’s
objectives over
the long-term.

The Group operates a nominal
cost LTIP and Enterprise
Management Incentive (EMI)
Plan, collectively the ”LTIP
schemes.” Awards may be
granted annually to Executive
Directors. Under the nominal cost
LTIP, awards may be granted in
the form of nil or nominal cost
share options, or contingent
rights to receive shares. Under
the EMI Plan, awards may
be granted in the form of tax
qualifying share options or non-
tax qualifying share options.
Awards will be granted with
vesting subject, ordinarily, to
continued employment, normally
at least over at least a three-year
period. In respect of nominal
cost LTIP awards which have
no performance conditions,
the Committee may reduce an
unvested award in the event of
a material misstatement of the
Group’s financial results or if
the participant has been guilty
of gross misconduct. In respect
of any awards which are subject
to performance conditions, the
committee retains overriding
discretion to adjust the outcome
upwards or downwards, where
the formulaic outcome is, in
the view of the committee, not
a fair and accurate reflection
of business performance. For
up to two years following the
determination of the vesting
outcome of an award, the
Committee has the right to
cancel the award if it has not been
exercised, or require repayment
of some or all of the award in the
event of a material misstatement
of the Group’s financial results or
if the participant has been guilty
of gross misconduct.

NAHL Group Plc Annual Report and Accounts 2023

Leadership and governanceLeadership and governanceChair and Non- Executive Directors
Purpose and link to
strategy

Approach of the Company

To provide a competitive
fee for undertaking the role
which is sufficient to attract
high calibre individuals to
the role

Fees are normally reviewed annually.

The Board Chair is paid an all-inclusive fee for all Board responsibilities.

Fees paid to Non-Executive Directors for their services are approved by
the Committee. Fees may include a basic fee and additional fees for further
responsibilities (for example, chair of Board committees). Additional fees
may be paid in exceptional circumstances to compensate for undertaking
significant additional duties.

Overall fees will not exceed the maximum in the Company’s articles of
association.

Non-Executive Directors do not participate in any of the Company’s share
option schemes or annual bonus scheme, nor do they receive any pension
contributions. Non-Executive Directors may be eligible to receive benefits
such as the use of secretarial support, travel costs or other benefits that may
be appropriate.

Any reasonable business-related expenses can be reimbursed, including the
tax thereon if deemed to be a taxable benefit.

Actual fee levels are disclosed in the Directors’ Remuneration Report for the
relevant financial year.

Explanation of performance
metrics chosen
The performance metrics under the annual bonus
will be selected annually to reflect the Group’s
key financial and strategic priorities for the year.
Stretching performance targets are set, taking into
account a number of different reference points,
which may include the Group’s business plans and
strategy. Full pay-out will only occur for what the
Committee considers to be stretching performance.

Remuneration Committee
discretion
The committee retains discretion to make any
payments, notwithstanding that they are not in line
with the policy set out above, where the terms of the
payment were agreed (i) before the policy came into
effect, or (ii) at a time when the relevant individual
was not a Director of the Company and, in the
opinion of the committee, the payment was not in
consideration of the individual becoming a Director
of the Company.

The committee will operate the variable pay plans
(i.e., Annual bonus plan, LTIP schemes & other
incentive plans) according to their respective
rules. The committee retains certain discretion in
respect of the operation and administration of these
arrangements.

In addition, the committee retains the ability to
adjust the targets and/or set different measures
if events occur (e.g. a material acquisition and/
or divestment of a Group business) which cause
it to determine that the conditions are no longer
appropriate, and the amendment is required so that
the conditions achieve their original purpose and are
not materially less difficult to satisfy.

Awards and options may be adjusted in the event
of variation of share capital in accordance with the
rules of the LTIP and EMI Plan.

Policy for the remuneration of
employees more generally
Remuneration arrangements are determined
throughout the Group based on the same principle
that reward should be achieved for delivery of the
business strategy and should be sufficient to attract,
retain and motivate high-calibre employees. The
Company operates an HMRC tax qualifying SAYE
Plan and invites all employees to participate at the
discretion of the Committee, therefore encouraging
wider workforce share ownership.

There is no consultation with employees regarding
Directors’ remuneration.

For internal and external appointments, the
committee may agree that the Company will meet
certain relocation and/or incidental expenses as
appropriate.

Service contracts
James Saralis and Chris Higham’s service contracts
are on a rolling basis and may be terminated by
either the Company or the Executive Director with
no more than 6 months’ notice.

All Non-Executive Directors have initial fixed-term
agreements with the Company of no more than
three years.

Details of the Directors’ service contracts a notice
periods are set out below:

Commencement

Normal notice period

4 January 2018

15 September 2022

1 June 2016

25 June 2020

19 July 2019

six months

three months

Recruitment Policy
The remuneration arrangements for a new
Executive Director would normally be in line with
the terms of the Remuneration Policy and would
be set considering the specific circumstances of
the individual. In addition, the committee may offer
additional remuneration to replace remuneration
forfeited on leaving a previous employer.

Where a position is filled internally, the committee
may honour any pre-existing remuneration
obligations or outstanding variable pay
arrangements in relation to the individual’s previous
role such that these shall be allowed to continue
according to the original terms (adjusted as relevant
to take account of the Board appointment).

Name

J Saralis

C Higham

T J M Aspinall

B Phillips

S P Tillery

Payments for loss of office
The principles on which the determination of
payments for loss of office will be approached are
set out below:

Component

Policy

Payment in lieu of notice

In line with the provisions of the Executive Director’s service contract.

Annual bonus

Share awards

Other payments

At the discretion of the Committee dependent upon the circumstances of
departure and contribution to the business during the bonus period.

The extent to which any unvested award will vest, will be determined in
accordance with the rules of the LTIP and EMI Plan. Unvested awards
will normally lapse on cessation of employment, other than when the
individual is considered to be a “good leaver” in line with the rules of the
plan.

In appropriate circumstances, payments may also be made in respect
of accrued holiday, outplacement, legal fees and under the terms of the
SAYE Plan.

Statement of Consideration
of shareholder views
The Committee considers shareholder feedback
received on remuneration matters, including
issues arising in relation to the AGM, as well as any
additional comments received during any other
meetings with shareholders. The Committee will
seek to engage directly with major shareholders
and their representative bodies should any material
changes be made to the Director’s Remuneration
Policy.

NAHL Group Plc Annual Report and Accounts 2023

Leadership and governanceLeadership and governanceDirectors’ Report
The Directors of NAHL Group plc present their Annual
Report and audited consolidated financial statements for
the year ended 31 December 2023.

Results and dividend
The Group’s profit after tax for the year was £0.4m
(2022: profit of £0.4m). The Directors do not
propose a final dividend (2022: 0.0p per share).

A review of the business, including future
developments, is included in the Strategic Report on
pages 5–50.

Post balance sheet events
In April 2024 the Board announced that it was
investigating the potential Sale of its Critical Care
division, Bush & Co. Whilst an adviser has been
appointed to support the Board in this matter, the
process is at a very early stage and there can be no
certainty that a sale of Bush & Co will occur, nor as
to the terms or timing of such sale. No discussions
have taken place with any potential purchaser and
no approach for the business has been received.

There are no other significant events affecting the
Company and the Group since the statement of
financial position date.

Substantial shareholdings
The Group was notified of the following interests
amounting to 10% or more of its issued share capital
at the financial year end:

Harwood Capital 19.58%
Lombard Odier Asset Management 19.00%
Schroder Investment Management 16.45%

Directors’ third-party
indemnity provisions
The Company maintained during the year and to
the date of approval of the financial statements,
indemnity insurance for its Directors and Officers
against liability in respect of proceedings brought by
third parties, subject to the terms and conditions of
the Companies Act 2006.

Capital structure
Details of the capital structure can be found in note
19 of the consolidated financial statements. The
Group has employee share option plans in place,

full details of which can be found in note 20 to the
financial statements.

Financial instruments
The Group’s principal financial instruments
comprise cash and cash equivalents, trade and
other receivables, interest-bearing loans and trade
and other payables. Further details on financial
instruments are given in note 22 to the financial
statements.

Directors
The Directors of the Company who were in office
during the year and up to the date of signing the
financial statements were:

T J M Aspinall (Chair)
J D Saralis (Chief Executive Officer)
C Higham (Chief Financial Officer)
S P Tilleray (Independent Non-Executive)
B Phillips (Independent Non-Executive)

Biographies of the present Directors of the
Company are listed on pages 52–53.

Details of the remuneration of the Directors is
disclosed in the Remuneration Report on pages
66–70.

Political donations
No political donations were made during the year or
the previous year.

Statement on engagement
with employees
For information on how the Group has engaged
with employees during the year, see Our Culture on
pages 42–45.

Statement of relationships
with suppliers, customers
and others
For information on how the Group has maintained
relationships with suppliers, customers and others,
see Section 172 statement on page 50.

Group’s policy concerning
employment of disabled
persons
NAHL Group plc is committed to providing
equal opportunities for all and taking action on
unlawful discrimination. We seek to recruit, train
and promote based on experience, skills and
performance and provide our employees with the
necessary tools and equipment to allow them to
perform their duties to the best of their abilities.

Auditor
Mazars LLP was appointed as Auditor during
the year and have expressed their willingness to
continue in office as Auditor and a resolution to
reappoint them will be proposed at the forthcoming
Annual General Meeting.

Other information
An indication of likely future developments in the
business and particulars of significant events which
have occurred since the end of the year have been
included in the Strategic Report on pages 5–50
along with information regarding employee matters.
Information regarding the Group’s financial risk
management objectives and policies is included
in note 22 to the financial statements on pages
122–126.

Going concern
In determining the appropriate basis of preparation
of the financial statements, the Directors are
required to consider whether the Company and
Group can continue in operational existence for the
foreseeable future.

The Board have considered detailed financial
forecasts of future trading, profits and cash flows
covering the Group’s adopted strategy and have
considered separate scenarios as necessary. The
going concern assessment focuses on two key
areas, being the ability of the Group to meet its
debts as they fall due and being able to operate
within its banking facility.

The Group’s RCF is subject to quarterly covenant
testing and all of the scenarios modelled suggest
that the Group will continue to operate within its
covenants for the foreseeable future.

Further details of the going concern review are
given on page 96. Based on this review, the Board
has a reasonable expectation that the Company
and Group has adequate resources to continue
in existence for the foreseeable future and has
concluded it is appropriate to adopt the going
concern basis of accounting in the preparation of
the financial statements.
Energy and Carbon Reporting
The Group reports under the Streamline Energy and
Carbon Reporting (SECR) legislation.

Methodology
The report follows the SECR guidance and the GHG
Reporting Protocol – Corporate Standard as the
accepted methodology to meet the mandatory
requirements. No additional optional elements
have been included. The UK Government’s
greenhouse gas conversion factors have been
used to calculate the carbon emissions. The
below table demonstrates the GHG Emissions and
Energy Usage Data for the financial year ended 31
December 2023. Scope 2 usage from purchased
electricity has been calculated using data from
supplier energy bills and Scope 3 business travel
has been estimated from employee fuel costs
incurred during the year.

Energy consumption used to calculate emissions
(electricity/mWh) 28.6 (2022: 61.9)

Energy consumption used to calculate emissions
(gas/mWh) 0 (2022: 0)

Emissions from purchased gas tCO2e (scope 1) 0
(2022: 0)

Emissions from purchased electricity tCO2e (scope
2) 6.44 (2022: 13.13)

Emissions from business travel tC02e (scope 3)
31.21 (2022: 19.35)

Intensity measurement (tonnes CO2e per
employee) 0.13 (2022: 0.05)

All energy use is in the UK.

Intensity measurement
The Group has chosen tonnes of gross CO2e per
employee as the reported SECR intensity metric.
This is considered to be the most appropriate basis
for an office-based operation that relies heavily on
its workforce to provide services to its customers.

NAHL Group Plc Annual Report and Accounts 2023

Leadership and governanceLeadership and governanceThis is a relevant and common business metric and
will serve as a consistent comparative for reporting
purposes going forwards.

Energy efficiency actions
taken
The Group operates from three locations around
the UK and its workforce is largely office and home-
based.

As an office-based operation, the Group considers
its largest carbon footprint to come from the use of
energy used in an office environment e.g. light, heat
and computer usage and therefore it has continued
to focus its efficiency actions around this area.

The Group switched to a green energy supplier for
its Kettering head office in 2021 and continued to
use this supplier throughout 2023 and made the
switch to a green supplier for its Daventry office in
July 2023 resulting in a reduction in the emissions
from purchased electricity during the year.

Business mileage is incurred mostly in the Critical
Care division and has increased year on year as
a result of more employed case managers. The
business aims to strike a balance between home-
working and on-site visits but given the nature of
the services provided, face to face contact and in-
person meetings are a critical and necessary aspect
of the role. This is an area the Group will monitor
going forward.

Further details on how the Group has sought to
limit its impact on the environment are given in Our
Sustainable Culture on page 46.

Group response to Modern
Slavery Act 2015
1. Organisational structure and

recruitment processes

The Group’s organisational structures include
the Board, Senior Management teams across
two divisions, a contact centre at one of the
three locations and standard support functions
across all sites. Recruitment processes include
the monitoring of passport documentation, with
all new recruits expected to show their passport
as a proof of identity. The Group also reviews
shared addresses. In addition, the Group monitors
the ongoing wellbeing of its employees through
line management relationships and operates an
Employee Assistance Programme.

Where recruitment agencies are used to employ
staff, the Group ensures these agencies also have

an approved statement in support of the Modern
Slavery Act 2015.

As these structures and recruitment processes
apply to UK-based operations, the Group considers
these to be very low risk.

2. Services
The services NAHL Group plc provides to its
customers and consumers are UK office-based, with
UK field based service providers in regular contact
with their operational management teams. The
Group’s supply chain in relation to services consists
on the whole of marketing and legal services in
Personal Injury and specialist associates in Critical
Care and Residential Property. The Group considers
these to be very low risk in relation to slavery and
human trafficking so takes no specific action in
relation to these relationships.

3. Goods
In terms of goods supplied to the Group, the
majority of goods will be goods for use in an
office environment such as stationery and office
equipment. The Group considers these to be very
low risk in relation to slavery and human trafficking
so takes no specific action in relation to these
relationships.
Statement of Directors’
Responsibilities
The Directors are responsible for preparing the
Annual Report and the financial statements in
accordance with applicable law and regulation.
Company law requires the Directors to prepare
financial statements for each financial year. Under
that law the directors have prepared the Group
financial statements in accordance with UK-adopted
International Accounting Standards (IFRS) in
conformity with the requirements of the Companies
Act 2006 and Company financial statements
in accordance with UK-adopted International
Accounting Standards (IFRS) in conformity with the
requirements of the Companies Act 2006. Under
Company Law the Directors must not approve the
financial statements unless they are satisfied that
they give a true and fair view of the state of affairs
of the Group and Company and of the profit or
loss of the Group and Company for that period. In
preparing the financial statements, the Directors are
required to:

• select suitable accounting policies and then apply

them consistently;

• state whether applicable international accounting

standards have been followed for the Group

financial statements and whether applicable
international accounting standards have been
followed for the Company financial statements,
subject to any material departures disclosed and
explained in the financial statements;

• make judgements and accounting estimates that

are reasonable and prudent; and

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

The Directors are also responsible for safeguarding
the assets of the Group and Company and hence
for taking reasonable steps for the prevention and
detection of fraud and other irregularities. The
Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Group and Company’s transactions and
disclose with reasonable accuracy at any time the
financial position of the Group and Company and
enable them to ensure that the financial statements
comply with the Companies Act 2006.

The Directors of the ultimate parent Company are
responsible for the maintenance and integrity of the
ultimate parent Company’s website. Legislation in
the United Kingdom governing the preparation and
dissemination of financial statements may differ
from legislation in other jurisdictions.

In the case of each director in office at the date the
Directors’ Report is approved:

• so far as the Director is aware, there is no relevant
audit information of which the Group and Parent
Company auditors are aware; and

• they have taken all the steps that they ought
to have taken as a Director in order to make
themselves aware of any relevant audit
information and to establish that the Group and
Parent Company auditors are aware of that
information.

This confirmation is given and should be interpreted
in accordance with the provisions of s418 of the
Companies Act 2006.

On behalf of the Board

James Saralis

Chief Executive Officer

1 May 2024

NAHL Group Plc Annual Report and Accounts 2023

Leadership and governanceLeadership and governanceIndependent auditor’s report

Independent auditor’s report to the
members of NAHL Group Plc
Opinion
We have audited the financial statements of
NAHL Group Plc (the ‘parent company’) and its
subsidiaries (the ‘group’) for the year ended 31
December 2023 which comprise the Consolidated
Statement of Comprehensive Income, the
Consolidated and Parent Company Statements
of Financial Position, the Consolidated and Parent
Company Statements of Changes in Equity, the
Consolidated and Parent Company Cash Flow
Statements, and notes to the financial statements,
including material accounting policy information.

Conclusions relating to
going concern
In auditing the financial statements, we have
concluded that the directors’ use of the going
concern basis of accounting in the preparation of
the financial statements is appropriate.

Our audit procedures to evaluate the directors’
assessment of the group’s and the parent
company’s ability to continue to adopt the going
concern basis of accounting included but were not
limited to:

The financial reporting framework that has been
applied in their preparation is applicable law and UK-
adopted international accounting standards and, as
regards the parent company financial statements,
as applied in accordance with the provisions of the
Companies Act 2006.

In our opinion, the financial statements:

• give a true and fair view of the state of the

group’s and of the parent company’s affairs as at
31 December 2023 and of the group’s profit for
the year then ended;

• have been properly prepared in accordance with
UK-adopted international accounting standards
and, as regards the parent company financial
statements, as applied in accordance with the
provisions of the Companies Act 2006; and

• have been prepared in accordance with the
requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities
under those standards are further described in
the “Auditor’s responsibilities for the audit of the
financial statements” section of our report. We are
independent of the group and the parent company
in accordance with the ethical requirements that
are relevant to our audit of the financial statements
in the UK, including the FRC’s Ethical Standard as
applied to SME listed entities and we have fulfilled
our other ethical responsibilities in accordance
with these requirements. We believe that the
audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.

• Obtaining management’s formal going concern
assessment along with the supporting budgets
and forecasts for the period;

• Testing the accuracy and functionality of the

model used to prepare management’s forecasts;

• Challenging management on assumptions made

in the going concern assessment;

• Critically assessing the refinanced facilities and
associated key terms thereof and verifying they
have been accurately reflected in management’s
going concern assessment;

• Reviewing headroom on net debt, identifying

points of particular pressure on the business and
assessing mitigating actions that management
might take;

• Reviewing forecasts in conjunction with funding
covenants in place to identify any potential
breaches in the current year and in future
forecasts;

• Assessing the historical accuracy of forecasts

prepared by management;

• Applying sensitivity analysis to the forecasts
to assess the potential impact of changes to
assumptions to available working capital; and

• Reviewing the appropriateness of disclosures

around going concern in the financial
statements.

Based on the work we have performed, we have
not identified any material uncertainties relating to
events or conditions that, individually or collectively,
may cast significant doubt on the group’s and the
parent company’s ability to continue as a going
concern for a period of at least twelve months
from when the financial statements are authorised
for issue.

NAHL Group Plc Annual Report and Accounts 2023

Financial StatementsOur responsibilities and the responsibilities of
the directors with respect to going concern are
described in the relevant sections of this report.

Key audit matters
Key audit matters are those matters that, in our
professional judgement, were of most significance
in our audit of the financial statements of the current
period and include the most significant assessed
risks of material misstatement (whether or not due
to fraud) we identified, including those which had
the greatest effect on: the overall audit strategy; the
allocation of resources in the audit; and directing

the efforts of the engagement team. These matters
were addressed in the context of our audit of the
financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate
opinion on these matters.

We summarise below the key audit matters
in forming our opinion above, together with
an overview of the principal audit procedures
performed to address each matter and our key
observations arising from those procedures.

These matters, together with our findings, were
communicated to those charged with governance
through our Audit Completion Report.

Key Audit Matter

How our scope addressed this matter

Carrying Value of Goodwill (Group)

The group’s accounting policies in respect
of goodwill and impairment are set out in the
accounting policy notes on pages 101 and 103
respectively (of the Annual Report).

The carrying value of goodwill is £55.5m (2022:
£55.5m). In assessing the recoverability of goodwill,
management prepare value in use calculations
which involve forward looking assumptions.

Due to the subjectivity involved in estimating future
performance and the significance of the carrying
value of goodwill, we identified this as a significant
risk and key audit matter.

Audit procedures performed by the audit team
included, but were not limited to:

• Assessing the design and implementation of

relevant controls;

• Obtaining and assessing management’s goodwill

impairment assessment;

• Challenging management’s allocation of CGUs;

• Assessing the appropriateness of the model

methodology;

• Assessing the appropriateness of the discount
rate applied with involvement of our valuations
experts;

• Considering the results of sensitivity analyses

performed;

• Assessing the reasonableness of other key

assumptions in the value in use calculation with
reference to externally available data, historical
accuracy of forecasting and post year-end
performance to date;

• Comparing forecasts used for the value in use

calculations against those used for assessment
of going concern for consistency; and

• Assessing the completeness and accuracy

of disclosures within the financial statements
in relation to goodwill in accordance with UK-
adopted International Accounting Standards.

Our observations

We challenged the Group to update the forecasts
used to support the impairment assessment. Based
on our testing performed on the final iteration of
the forecasts, we are satisfied that the Group’s
assessment is not materially misstated and no
impairment is deemed to be required.

Key Audit Matter

How our scope addressed this matter

Valuation of investments (Parent company)

The group’s accounting policies in respect of
impairment of investments is set out in the
accounting policy notes on page 133 (of the Annual
Report).

The carrying value of NAHL Group Plc’s investments
in subsidiaries is £52.7m (2022: £52.7m) and is
the most significant balance in the parent company
statement of financial position and involves forward
looking information in assessing the value in use.
Given this, we identified it as a significant risk and
key audit matter.

Audit procedures performed by the audit team
included, but were not limited to:

• Assessing the design and implementation of

relevant controls;

• Challenging the company’s impairment

indicators assessment by reference to the
net assets of the subsidiaries and market
capitalisation of the Group;

• Where the carrying value of the investment was

not supported by the net assets of the subsidiary
we assessed the reasonableness of the
impairment review prepared by management,
through reference to externally available data,
historical accuracy of forecasting and post year
end performance to date.

• Evaluating the appropriateness of the discount
rate applied with involvement of our valuations
experts;

• Comparing forecasts used for the value in use

calculations against those used for assessment
of going concern for consistency;

• Considering the results of sensitivity analyses

performed; and

• Assessing the completeness and accuracy

of disclosures within the financial statements
in relation to goodwill in accordance with UK-
adopted International Accounting Standards.

Our observations

We challenged the Group to update the forecasts
used to support the impairment assessment. Based
on our testing performed on the final iteration of the
Group’s forecast, we are satisfied that the Group’s
assessment is not materially misstated and no
impairment is deemed to be required.

NAHL Group Plc Annual Report and Accounts 2023

Financial StatementsFinancial StatementsOur application of materiality and an overview of the scope of
our audit
The scope of our audit was influenced by our
application of materiality. We set certain quantitative
thresholds for materiality. These, together with
qualitative considerations, helped us to determine
the scope of our audit and the nature, timing and
extent of our audit procedures on the individual

financial statement line items and disclosures and
in evaluating the effect of misstatements, both
individually and on the financial statements as a
whole. Based on our professional judgement, we
determined materiality for the financial statements
as a whole as follows:

Group and Parent materiality

Overall materiality

Group financial statements

Parent financial statements

£371k

£850k

Where items in the parent company financial statements were included in the
group financial statements, materiality was restricted to that applied to the
group.

How we determined it

Group materiality has been calculated by reference to adjusted profit before
tax, of which it represents 7%.

Rationale for benchmark
applied

Performance materiality

Reporting threshold

Parent company materiality has been calculated by reference to total assets,
of which it represents 1%.

Profit before tax (adjusted for net financing costs, share based payments,
amortisation and other exceptional items) has been identified as the principal
benchmark within the group financial statements due this being the primary
focus of shareholders.

Total assets has been identified as the principal benchmark within the
parent company financial statements as it is considered to be the focus of
shareholders due to being a holding company with no trade.

Performance materiality is set to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements
in the financial statements exceeds materiality for the financial statements as
a whole.

We set performance materiality applied in our audit as:

Group financial statements

Parent financial statement

£278k

£638k

The above represents 75% of overall materiality.

Performance materiality for the parent company was also capped at Group
Performance materiality for the purpose of the Group Audit.

We agreed with the directors that we would report to them misstatements
identified during our audit above 3% of Financial Statement materiality (£11k
for the group financial statements and £25k for the parent company financial
statements), as well as misstatements below that amount that, in our view,
warranted reporting for qualitative reasons.

As part of designing our audit, we assessed the
risk of material misstatement in the financial
statements, whether due to fraud or error, and
then designed and performed audit procedures in
response to those risks. In particular, we looked at
where the directors made subjective judgements,
such as assumptions on significant accounting
estimates.

We tailored the scope of our audit to ensure that
we performed sufficient work to be able to give
an opinion on the financial statements as a whole.
We used the outputs of our risk assessment,
our understanding of the group and the parent
company, their environment, controls, and critical
business processes, to consider qualitative factors
to ensure that we obtained sufficient coverage
across all financial statement line items.

Our group audit scope included an audit of the group
and the parent company financial statements of
NAHL Group Plc. Based on our risk assessment, the
parent company and four components of the group
were subject to full scope audit and one component
was subject to specific audit procedures on certain
key balances. For the remaining components, in
addition to desktop analytical review, we performed
analysis at an aggregated group level to re-examine
our assessment that there were no significant risks
of material misstatement within these.

The parent company and those components of
the group which were subject to full scope audit
or specific audit procedures accounted for the
following percentages of the group’s results for the
year ended 31 December 2023.

Number of
components

Total group
revenue

Full scope audits

Specific scope audits

Desktop procedures

Total

81%

16%

100%

Total profits and
losses that make
up group profit
before tax

Total group
assets

89%

100%

99%

100%

One full scope audit was performed by a component auditor. This component accounted for the following
percentages of the group’s results for the year ended 31 December 2023:

Number of
components

Total group
revenue

Total profits and
losses that make
up group profit
before tax

Total group
assets

Performed by
component auditor

NAHL Group Plc Annual Report and Accounts 2023

Financial StatementsFinancial StatementsFor that entity, the group engagement team issued
group instructions to the component auditor to
direct their work. Group reporting appendices were
returned by the component auditor and we reviewed
their working papers to assess whether sufficient
and appropriate audit procedures had been
performed. Meetings were held with the component
auditor at the planning and completion stage, to
ensure the work was sufficiently directed by the
group engagement team and the group engagement
team attended the clearance meeting between the
component auditor and component management.
The audit work for all other components was
completed by the group engagement team.

At the parent company level, the group audit
team also tested the consolidation process and
carried out analytical procedures to confirm our
conclusion that there were no significant risks of
material misstatement of the aggregated financial
information.

Other information
The other information comprises the information
included in the annual report other than the financial
statements and our auditor’s report thereon. The
directors are responsible for the other information.
Our opinion on the financial statements does not
cover the other information and, except to the
extent otherwise explicitly stated in our report, we
do not express any form of assurance conclusion
thereon.

Our responsibility is to read the other information
and, in doing so, consider whether the other
information is materially inconsistent with the
financial statements or our knowledge obtained
in the course of audit or otherwise appears
to be materially misstated. If we identify such
material inconsistencies or apparent material
misstatements, we are required to determine
whether this gives rise to a material misstatement in
the financial statements themselves. If, based on the
work we have performed, we conclude that there is
a material misstatement of this other information,
we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters
prescribed by the Companies
Act 2006
In our opinion, the part of the directors’
remuneration report to be audited has been
properly prepared in accordance with the
Companies Act 2006.

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

•

the information given in the strategic report and
the directors’ report for the financial year for
which the financial statements are prepared is
consistent with the financial statements and

the strategic report and the directors’ report
have been prepared in accordance with
applicable legal requirements;

Matters on which we
are required to report by
exception
In light of the knowledge and understanding of the
group and the parent company and its environment
obtained in the course of the audit, we have not
identified material misstatements in the strategic
report or the directors’ report.

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

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

•

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

• certain disclosures of directors’ remuneration

specified by law are not made; or

• we have not received all the information and

explanations we require for our audit.

Responsibilities of Directors
As explained more fully in the directors’
responsibilities statement set out on page 80 the
directors are responsible for the preparation of the
financial statements and for being satisfied that
they give a true and fair view, and for such internal
control as the directors determine is necessary to
enable the preparation of financial statements that
are free from material misstatement, whether due
to fraud or error.

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

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

The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed
below.

Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect
of irregularities, including fraud.

Based on our understanding of the group and the
parent company and their industry, we considered
that non-compliance with the following laws and
regulations might have a material effect on the
financial statements: Anti-Bribery, Living Wage,
AIM listing rules, QCA Corporate Governance
Code, Employment laws, Regulation by the
Claims Management Regulation Unit or Solicitors
Regulation Authority, Enterprise Act 2002,
Competition Act 1998, Modern Slavery Act, GDPR,
Gender-pay gap and Environmental regulations.

To help us identify instances of non-compliance
with these laws and regulations, and in identifying
and assessing the risks of material misstatement
in respect to non-compliance, our procedures
included, but were not limited to:

• Gaining an understanding of the legal and

regulatory framework applicable to the group
and the parent company, the industry in which

they operate, and the structure of the group,
and considering the risk of acts by the group and
the parent company which were contrary to the
applicable laws and regulations, including fraud;

•

Inquiring of the directors, management
and, where appropriate, those charged with
governance, as to whether the group and the
parent company is in compliance with laws and
regulations, and discussing their policies and
procedures regarding compliance with laws and
regulations;

•

Inspecting correspondence with relevant
licensing or regulatory authorities including the
Solicitors Regulation Authority (SRA);

• Reviewing minutes of directors’ meetings in the

year; and

• Discussing amongst the engagement team the

laws and regulations listed above, and remaining
alert to any indications of non-compliance.

We also considered those laws and regulations
that have a direct effect on the preparation of the
financial statements, such as the Companies Act
2006 and UK tax legislation.

In addition, we evaluated the directors’ and
management’s incentives and opportunities for
fraudulent manipulation of the financial statements,
including the risk of management override of
controls, and determined that the principal risks
related to posting manual journal entries to
manipulate financial performance, management
bias through judgements and assumptions in
significant accounting estimates, significant one-off
or unusual transactions, and revenue recognition in
relation to cut-off and occurrence.

Our audit procedures in relation to fraud included
but were not limited to:

• Making enquiries of the directors and

management on whether they had knowledge of
any actual, suspected or alleged fraud;

• Gaining an understanding of the internal controls
established to mitigate risks related to fraud;

• Maintaining awareness and discussing amongst
the engagement team throughout the audit over
the risks of fraud;

• Addressing the risks of fraud through

management override of controls by performing
journal entry testing.

NAHL Group Plc Annual Report and Accounts 2023

Financial StatementsFinancial StatementsFinancial Statements

There are inherent limitations in the audit
procedures described above and the primary
responsibility for the prevention and detection
of irregularities including fraud rests with
management. As with any audit, there remained a
risk of non-detection of irregularities, as these may
involve collusion, forgery, intentional omissions,
misrepresentations or the override of internal
controls.

The risks of material misstatement that had the
greatest effect on our audit are discussed in the
“Key audit matters” section of this report.

A further description of our responsibilities is
available on the Financial Reporting Council’s
website at www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.

Use of the audit report
This report is made solely to the company’s
members as a body in accordance with Chapter 3
of Part 16 of the Companies Act 2006. Our audit
work has been undertaken so that we might state
to the company’s members those matters we are
required to state to them in an auditor’s report and
for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to
anyone other than the company and the company’s
members as a body for our audit work, for this
report, or for the opinions we have formed.

Stephen Brown (Senior Statutory Auditor)
for and on behalf of Mazars LLP

Chartered Accountants and Statutory Auditor

The Pinnacle
160 Midsummer Boulevard
Milton Keynes
MK9 1FF

1 May 2024

NAHL Group Plc Annual Report and Accounts 2023

Financial StatementsFinancial StatementsCONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
AT 31 DECEMBER 2023

Revenue

Cost of sales

Gross profit

Administrative expenses

Operating profit

Profit attributable to members’ non-controlling interests in LLPs

Financial income

Financial expense

Profit before tax

Taxation

Profit and total comprehensive income for the year

Profit from continuing operations for the period

Profit from discontinued operations for the period

Earnings per share (p) – Continuing operations

Basic earnings per share

Diluted earnings per share

Earnings per share (p) – Discontinued operations

Basic earnings per share

Diluted earnings per share

Note

1,2

Note

2023
£000

2022
£000

42,193

41,421

(23,480)

(23,586)

18,713

17,835

(14,595)

(13,079)

4,118

4,756

(2,506)

(3,554)

158

(1,121)

649

(265)

384

433

(49)

2023
p

0.9

2023
p

(0.1)

(713)

569

(184)

385

372

2022
p

0.8

2022
p

0.0

All profits and losses and total comprehensive income are attributable to the owners of the Company.

The notes on pages 96–129 form part of these financial statements.

Non-current assets

Goodwill

Other intangible assets

Property, plant and equipment

Right of use assets

Deferred tax asset

Current assets

Trade and other receivables (including £5,312,000 (2022:

£5,312,000) due in more than one year)

Cash and cash equivalents

Total assets

Current liabilities

Trade and other payables

Lease liabilities

Member capital and current accounts

Current tax liability

Non-current liabilities

Lease liabilities

Interest bearing loans and borrowings

Deferred tax liability

Total liabilities

Net assets

Equity

Share capital

Share option reserve

Share premium

Merger reserve

Retained earnings

Capital and reserves attributable to the owners of NAHL Group plc

The notes on pages 96–129 form part of these financial statements.

Note

2023
£000

2022
£000

55,489

1,784

328

1,751

2,714

392

2,027

59,377

60,672

30,526

2,011

32,537

91,914

32,886

2,654

35,540

96,212

(16,246)

(15,847)

(244)

(263)

(3,692)

(4,487)

(210)

(162)

(20,392)

(20,759)

(1,478)

(1,724)

(11,719)

(15,939)

(263)

(470)

(13,460)

(18,133)

(33,852)

(38,892)

58,062

57,320

117

4,985

14,595

116

4,628

14,595

(66,928)

105,293

104,909

58,062

57,320

These financial statements on pages 92–129 were approved by the Board of Directors on 1 May 2024 and
were signed on its behalf by:

J D Saralis

Director

Company registered number: 08996352

NAHL Group Plc Annual Report and Accounts 2023

Financial StatementsFinancial StatementsCONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023

Share
Capital
£000

Note

Share
option
reserve
£000

Share
premium
£000

Merger
reserve
£000

Retained
earnings
£000

Capital and
reserves
attributable
to the
owners
of NAHL
Group plc
£000

Balance at

1 January 2022

Total comprehensive
income for the year

Profit for the year

Total comprehensive
income

Transactions with
owners, recorded
directly in equity

Share-based payments

Total transactions with
owners, recorded directly
in equity

Balance at
31 December 2022

Total comprehensive
income for the year

Profit for the year

Total comprehensive
income

Transactions with
owners, recorded directly
in equity

Share-based payments

Issue of share capital

Total transactions with
owners, recorded directly
in equity

Balance at
31 December 2023

116

4,312

14,595

(66,928)

104,524

56,619

–

316

–

385

–

385

316

116

4,628

14,595

(66,928)

104,909

57,320

–

357

–

357

–

384

–

384

357

358

117

4,985

14,595

(66,928) 105,293

58,062

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

Cash flows from operating activities

Profit for the year

Adjustments for:

Note

2023
£000

2022
£000

384

385

Profit attributable to members’ non-controlling interests in LLPs

2,506

3,554

Property, plant and equipment depreciation

Right of use asset depreciation

Amortisation of intangible assets

Financial income

Financial expense

Share-based payments

Taxation

Decrease in trade and other receivables

Increase/(Decrease) in trade and other payables

Cash generated from operations

Interest paid

Interest received

Tax paid

Net cash generated from operating activities

Cash flows from investing activities

Acquisition of property, plant and equipment

Acquisition of intangible assets

Disposal of subsidiary

Net cash used in investing activities

Cash flows from financing activities

Repayment of borrowings

Issue of share capital

Lease payments

Drawings paid to LLP members

Net cash used in financing activities

Net (decrease)/increase in cash and cash equivalents

Cash and cash equivalents at 1 January

Cash and cash equivalents at 31 December

126

276

1,177

(158)

1,121

357

265

6,054

2,297

569

8,920

(1,090)

(402)

7,512

(62)

(247)

(30)

(339)

168

288

1,186

(80)

713

316

184

6,714

448

(364)

6,798

(627)

(165)

6,019

(83)

(199)

–

(282)

(4,250)

(2,000)

(266)

(3,301)

(7,816)

(643)

2,654

2,011

–

(264)

(3,277)

(5,541)

196

2,458

2,654

The notes on pages 96–129 form part of these financial statements.

The above consolidated cash flow statement should be read in conjunction with the accompanying notes.

NAHL Group Plc Annual Report and Accounts 2023

Financial StatementsFinancial StatementsNOTES TO THE FINANCIAL STATEMENTS

1 Accounting policies
Basis of preparation
Consolidated Financial Statements
NAHL Group plc (the “Company”) is a public
company limited by shares registered, incorporated
and domiciled in England and Wales. The registered
number is 08996352 and the registered address
is Bevan House, Kettering Parkway, Kettering,
Northants, England, NN15 6XR. The financial
statements are presented in Sterling (£) rounded to
the nearest £'000.

The Consolidated Financial Statements for the year
ended 31 December 2023 have been prepared
in accordance with UK-adopted International
Accounting Standards (IFRS) in conformity with the
requirements of the Companies Act 2006.

The consolidated financial information has been
prepared on a going concern basis and under the
historical cost convention.

The following accounting policies have been applied
consistently year on year except where new policies
have been adopted as stated below.

The Audit and Risk Committee has reviewed
the Going Concern assessment prepared by
management. The assessment includes detailed
financial forecasts covering the Group’s adopted
strategy and considers a range of scenarios as
discussed below. These forecasts cover the period
to the end of June 2025, being approximately
12 months from the date of signing of the 2023
Annual Report and Financial Statements. The going
concern assessment focuses on two key areas,
being the ability of the Group to meet its debts as
they fall due and being able to operate within its
banking facility.

The Group’s RCF is subject to quarterly covenant
testing and the scenarios modelled suggest that the

Group will continue to operate within its covenants
for the foreseeable future.

The key inputs to the forecasts that underpin the
going concern assessment are the cashflows that
are generated during the forecast period. These
cash flows allow management to assess whether
it can meet its debts as they fall due, can operate
within the £15.0m facility and can meet the covenant
tests in relation to this facility.

The forecasts assume that over the forecast period,
a greater proportion of profit and cash is generated
from National Accident Law as it now reaches
maturity on its current level of enquiries and that
Bush & Co. continues to operate at an operating
cash conversion of over 100%.

Management have then considered scenarios
in which Personal Injury profits, and therefore
cashflows, are 30% lower than forecast and
considers if Critical Care cash collection is 10%
lower than forecast. Under both scenarios, there
is still sufficient headroom in the covenant tests,
and the Group is able to operate within its £15.0m
facility.

Management have not considered any climate
related factors in the assessment of Going Concern
as these do not present a material business risk to
the Group.

Considering the above, the Directors have a
reasonable expectation that the Company and
Group have adequate resources to continue in
existence for the foreseeable future and have
concluded it is appropriate to adopt the going
concern basis of accounting in the preparation of
the financial statements.

Basis of consolidation
The financial statements represent a consolidation
of the Company and its subsidiary undertakings
as at the Statement of Financial Position date and
for the year then ended. In accordance with IFRS
10 the definition of control is such that an investor
has control over an investee when: a) it has power
over the investee, b) it is exposed, or has the rights,
to variable returns from its involvement with the
investee and c) has the ability to use its power to
affect its returns. All three of these criteria must be
met for an investor to have control over an investee.
All subsidiary undertakings for which the Group
meets these three criteria for control have been
consolidated in the Group’s results.

The consolidated financial information incorporates
the results of business combinations using the
purchase method. In the Group statement of

Key sources of estimation uncertainty
Revenue recognition – provision of legal services
There is a significant element of estimation in
determining the transaction price for revenue in
relation to the provision of legal services for personal
injury claims. Due to the nature of personal injury
claims, the revenue the Group earns from a case is
variable and dependent upon a) the stage at which a
claim settles as this will determine the fixed fee and
b) the final damages awarded to the client, of which
the Group recognises a percentage as revenue.
The Group must therefore estimate the revenue it
expects to earn from a case once the first milestone
is achieved (admission of liability). This estimation
is based on an expected value method and
assumes that cases can be grouped into categories
of a similar nature (e.g. RTA vs. Non-RTA) that
have similar characteristics. This assumption is
considered appropriate as ultimately all cases follow
one of a number of routes in the claims process.

Management uses historical experience of the
likelihood of claims settling at each stage and
the average fee earned when a claim settles at
each stage to estimate the transaction price. This
estimate is revised as a claim moves through the
process. No revenue is recognised until the first
milestone is reached, being admission of liability,
as it is at this point that it becomes highly probable
that a case will succeed and therefore there is less
risk of significant revenue write offs in the future.
Profits and losses arising from the differences in the
estimated fee and the final fee are recognised on
settlement of a case.

These balances have been identified as a key source
of estimation uncertainty due to the materiality
of the overall balance. At the year end, the Group
has contract asset balances of £6,052,000 (2022:
£6,042,000) calculated using this estimation
technique. This balance is however made up of a
large number of smaller balances representing the
estimated revenue due for each claim in progress
where liability has been admitted. Due to the variety
of claim types and stages within this population, any
variances in final settlement values vs. the estimated
settlement values tend to offset naturally within
the population as a whole and so any reasonable
movement in the estimated total damages input is
not expected to have a material impact on revenue
recognised in the year.

financial position, the acquiree’s identifiable assets,
liabilities and contingent liabilities are initially
recognised at their fair values at the acquisition
date. The results of acquired operations are
included in the Group statement of comprehensive
income from the date on which control is obtained.
They are deconsolidated from the date on which
control ceases. Acquisition costs are expensed
as incurred.

Critical accounting judgements and key
sources of estimation uncertainty
The preparation of financial statements in
conformity with UK-adopted international
accounting standards (IFRS) requires management
to make judgements and estimates that affect the
application of accounting policies and the reported
amounts of assets, liabilities, income and expenses.
Estimates are based on past experience and other
reasonable assessment criteria. Actual results
may differ from these estimates. Estimates and
underlying assumptions are reviewed on an ongoing
basis and revisions to accounting estimates are
recognised in the year in which the estimates are
revised and in any future years affected.

In accordance with IAS 1 the Group is required to
disclose critical accounting judgements and key
sources of estimation uncertainty.

Critical accounting judgements
Within its Consumer Legal Services division,
the Group has interests in two Limited Liability
Partnerships (LLPs) in conjunction with third party
law firms. The LLPs are called Your Law LLP and
Law Together LLP.

The Group has exercised judgement by considering
the criteria for consolidation in IFRS 10 and has
determined that each LLP meets the definition of a
subsidiary and is therefore required to be included
within the Group’s results.

Key to this determination is that each LLP is run
by a management board, which is responsible
for the day-to-day operations, decision making
and strategic development of the LLPs. Through
its 100% subsidiary, Project Jupiter Limited, the
Group has determined that it exercises control over
these LLPs as it is entitled to appoint the majority of
members to each of the management Boards, with
the remainder being appointed by the respective
third-party law firm.

In accordance with IFRS 10 Consolidated Financial
Statements and given that the Group has overall
control, the results and net assets of the LLPs have
been consolidated within these financial statements
with a corresponding liability recognised for the
other member firms’ share of profit.

NAHL Group Plc Annual Report and Accounts 2023

Financial StatementsFinancial StatementsAssessment of Goodwill Impairment for Personal
Injury Cash Generating Unit
The Group uses value in use to determine the
recoverable amount of each cash generating unit
(CGU). The assessment of value in use is subject
to a number of estimates with the two key ones
being the weighted average cost of capital (WACC)
and the enquiry generation assumption used in the
underlying cashflow forecasts. Small changes in
these estimates can lead to considerable changes
to value in use.

WACC
The WACC rate is determined using a number
of variables including the risk free rate, market
risk premium, Group beta and cost of debt.
Management use a number of external sources
to determine the appropriate inputs to use and
have also benchmarked these inputs against
industry peers.

A 29% increase to the WACC rate from 10.9% to
14.1% would lead to reduction in headroom to zero.

Profit and Cash flow forecasts
The underlying forecasts assume a compound
average growth rate across the forecast period from
2024 – 2028 of 39.2%.

Profits would need to decrease by 28% in each
year across the forecast period before the available
headroom is reduced to zero.

Further information on how these forecasts are
prepared and monitored are given in Principal Risks
and Uncertainties on Page 36.

The Board believes that based on current
evidence and circumstances, both the WACC and
forecasts have been prepared on a balanced and
appropriate basis in order to conclude that no
further impairment is necessary. See Note 11 for
further details.

Recoverability of trade receivables
Trade receivables are reflected net of an estimated
provision for impairment losses. In line with IFRS
9, the Group uses an expected credit loss model
to determine the provision for doubtful debts and
also specific provisions for balances for which it has
specific concerns over recoverability. The expected
credit loss model involves segmenting debtors into
groups and applying specific percentages to each of
these debtor groupings. The Group has considered
the profile of its debtor balance and has determined
that a grouping based on credit terms and aging is
considered to be appropriate given the significant
level of debt on extended credit terms.

These groupings are based on those debtors
due on standard terms and deferred terms with
higher percentages being applied the longer the
term with the view that there is a greater risk of
unforeseen circumstances arising the further away
the settlement date. Standard debtors are also
then reviewed for those past due and percentages
applied to those that are current, between 30–60
days, 60–90 days and 90+ days overdue. See note
22 for further information. At the year end, the
Group had provisions for receivables of £502,000
(2022: £612,000) calculated using this method.

The percentages applied to each grouping of
debtors ranged from 0.3% to 100% (2022: 0.5%
to 100%) with the final provision equating to 2.4%
of the total gross trade receivables and accrued
income balances. The assessment of these %s are
based on a number of assumptions with the key
ones being:

• For specific balances where management are
aware that recoverability is unlikely (e.g. the
customer is in administration), a provision of
100% is applied

• For groupings where there is a record of

historical write offs available, the %s are based
on the historic loss rates and adjusted for any
known/current factors

• For groupings where there is no history of
historical losses, the likelihood of loss is
assessed by considering a number of factors
e.g. the state of the current market, individual
customer circumstances and time to settlement.
Whether these factors indicate a high/low
likelihood of future loss will determine whether
a higher/lower % loss rate is applied.

If the %s applied to each banding were to double
(other than where debts are already greater than
50% provided for), this would result in an additional
provision of £0.2m.

New standards and amendments adopted
by the Group
The following new or amended standards are
applicable to the Group for the current reporting
period:

Amendments to IAS 1 Presentation of Financial
Statements and IFRS Practice Statement 2
Making Materiality Judgements: Disclosure of
Accounting Policies

Amendments to IAS 8 Accounting Policies, Changes
in Accounting Estimates and Errors: Definition of
Accounting Estimates

IFRS 17 Insurance Contracts (issued May 2017)
and Amendments to IFRS 17 Insurance Contracts
(Issued June 2020)

Amendments to IFRS 17 Insurance Contracts: Initial
Application of IFRS 17 and IFRS 9 – Comparative
Information (Issued December 2021)

Amendments to IAS 12 Income Taxes: Deferred Tax
related to Assets and Liabilities arising from a Single
Transaction (Issued May 2021)

Amendments to IAS 12 Income Taxes: International
Tax Reform–Pillar Two Model Rules (Issued
May 2023)

None of the amendments above have had a material
effect on the amounts reported or disclosures
included in the 2023 financial statements.

New standards, interpretations and
amendments not yet effective
New standards, interpretations and amendments
that are issued but not yet effective are not
expected to have a material impact on the Group
in the current or future reporting periods and on
foreseeable future transactions.

Profit attributable to members’ non-
controlling interests in LLPs
Profit attributable to member’s non-controlling
interests in LLPs represents the operating profit
for the year which is attributable to minority
members in our LLP subsidiaries under the terms
of the partnership agreements. It is presented as a
separate expense outside of the operating profit of
the Group for the year.

Revenue
Marketing services
Consumer Legal Services – Solicitor
income (personal injury)
Marketing services resulting in the provision of
enquiries to panel law firms. Management have
determined that there is a single performance
obligation being the provision of marketing services.
These services include generating enquiries
through web based channels, triaging of enquiries
and provision of call centre support staff on a daily
basis. As the Group undertakes this service on
behalf of its customers, the service is considered to
be simultaneously delivered and consumed by the
customer and so it is considered to be satisfied over
time. The transaction price is set for each customer
based on a cost plus margin model, and is allocated
to the performance obligation using the input
method based on the costs incurred of providing the
service. Invoices are raised monthly for the services
provided in that month and the revenue for that
month is recognised at this point. Payment is due
in full based on contractual payment terms which is
usually within 30 days of invoice. For a minority of
customers, extended payment terms of 12 and 24
months have been agreed.

Consumer Legal Services – Conveyancing
and surveyor instructions (residential
property)
Homeward Legal utilises online marketing to target
homebuyers and sellers in England and Wales
to generate leads and instructions which it then
passes to Panel Law Firms and surveyors in the
conveyancing sector for a fixed cost.

Management consider there to be one performance
obligation being the delivery of the instruction to
the Panel Law Firms and surveyors. Revenue is
recognised at a point in time being the transfer of
instruction to the panel law firm or surveyor as it
is at this point at which the Group has no further
obligations in respect of the instruction and so
control of the instruction passes to the customer.
The full transaction price being the contractually
agreed upon fixed fee per instruction is recognised
as revenue at this point.

This revenue stream ceased in April 2023 on the
disposal of Homeward Legal.

NAHL Group Plc Annual Report and Accounts 2023

Financial StatementsFinancial StatementsCritical Care – Case management services
Case management support within the medico-legal
framework for multi-track cases. Management
consider that the performance obligation is the
provision of case management support and as the
service is simultaneously delivered and consumed
by the customer then revenue is measured over
time based on an input approach being the hours
worked by each consultant. The transaction price,
being the contractually agreed upon hourly fee rate,
is allocated on a per hour basis. Revenue is invoiced
monthly based on the hours worked in that month
and recognised at this point. Payment is due in
full based on contractual payment terms which is
usually within 30 days of invoice.

Expert Reports
Critical Care – Expert witness revenue
Provision of expert witness reports. In line with
IFRS 15, revenue is measured on satisfaction of the
performance obligation when control of the report
is passed to the customer. Management consider
there to be one performance obligation which is
the provision of the expert witness report. Where
the terms of the contract allow for an enforceable
right to payment for work performed to date an
adjustment is made at each month end to recognise
an asset for the revenue on any such reports in
progress. This is subsequently reversed and a trade
receivable recognised for the full transaction price
on provision of the final report.

Payment is due in full based on contractual payment
terms which range from 30 days up to 36 months
for those customers where deferred payment terms
have been agreed.

Consumer Legal Services – Search
reports
Provision of search reports. Management consider
there to be one performance obligation being the
delivery of the search report. Revenue is recognised
at a point in time being the transfer of the report to
the customer. The full transaction price being the
contractually agreed upon fixed fee per report is
recognised as revenue at this point.

Payment is due in full based on contractual payment
terms which is usually within 30 days of invoice.

Service provision
Consumer Legal Services – Provision of
legal services
Income from the provision of legal services for
personal injury claims on a ‘no win – no fee’
arrangement. Management consider that this
service comprises a single distinct performance
obligation, being the provision of legal services to
the customer and the transaction price is allocated
to this single performance obligation. Revenue is
recognised once control of the service is passed
to the customer which is considered to be over
time as the customer simultaneously receives and
consumes the service provided.

The transaction price is variable in nature as on
settlement of a successful case the Group will be
entitled to a fee consisting of a) fixed recoverable
costs recouped from the liable third party. These
fees are set by the Ministry of Justice and the value
of fees claimed are determined based on the stage
at which the claim settles and the value of the claim
damages; and b) a percentage of awarded damages.
As these amounts are unknown at the outset of a
case, management estimate the transaction price
based on an expected value method. The expected
value is based on prior and historical knowledge and
experience of case settlement and is considered
appropriate as all cases follow the same process.

Management consider that it is appropriate to
recognise revenue on an output basis using
milestones. Due to the nature of personal injury
claims, the revenue receivable from progressing a
case is not directly attributable to the hours worked
as a case can still fail despite hours being worked
on it. Due to the no win, no fee arrangement, no
revenue would be receivable if the case fails despite
the hours worked. An input method is therefore
considered to be inappropriate. An output approach
based on key milestones to progress a case is
therefore considered to be appropriate as it best
reflects the value of the service to the customer.
These milestones are 1. Admission of liability and 2.
Settlement of the case. No revenue is recognised
up until the first milestone, admission of liability, has
been achieved as it is at this point that it becomes
highly probable that recognising revenue would
not lead to a reversal in the future. A proportion of
the total transaction price is recognised once the
first milestone has been achieved. This proportion
is determined based on a risk factor using historic
performance across all cases of a similar nature.

Payment is due on a ‘no win, no fee’ basis. Once
a case is won and settlement has been agreed,
payment is due in full.

Product provision
Consumer Legal services – Product
income
Commissions received from product providers
for the sale of additional products to the panel law
firms. Revenue is recognised at a point in time on
satisfaction of the performance obligation being
the sale of the product to a Panel Law Firm and the
total transaction price is recognised at this point.
Included in the terms of the contracts are provisions
for clawbacks if cases should fail for reasons outside
the control of the Group. The Group estimates a
liability for these clawbacks based on historical
clawback rates.

Payment is due in full based on contractual payment
terms which is usually within 30 days of invoice.

Consumer Legal Services – Pre-LASPO
ATE
Revenue from commissions received from the
insurance provider for the use of after the event
policies by Panel Law Firms. From 1 April 2013,
this product was no longer available as a result of
LASPO regulatory changes. Consequently, there is
a remaining liability which is being unwound through
revenue as historic cases are settled.

All revenue is stated net of Value Added Tax. The
entire revenue arose in the United Kingdom.

Goodwill
Goodwill represents the excess of the fair value
of the consideration given over the fair value
of the Group’s share of the net identifiable
assets of the acquired subsidiary at the date of
acquisition. Goodwill is not amortised but is tested
for impairment annually and again whenever
indicators of impairment are detected and is
carried at cost less any provision for impairment.
Any impairment is recognised in the statement of
comprehensive income.

Other intangible assets
Other intangible assets that are acquired by the
Group and have finite useful lives are measured
at cost less accumulated amortisation and any
accumulated impairment losses.

Software
Software assets are measured at the cost of
bringing the asset into use. This may include
externally incurred consultant costs or a proportion
of internal time and salary where internal resources
have been used to build the asset. Internally
allocated time is based on hours spent bringing the
asset into use multiplied by hourly salary rates.

Software costs are capitalised only when it is
determined that it is probable that there will be
future economic benefits from the asset and the
cost of the asset can be measured reliably. Costs are

only capitilised once they meet the definition of
having entered the development stage as defined in
IAS 38.

Technology related intangibles, contract related
intangibles and brand names were acquired through
business combinations. These were independently
valued and determined to be separately identifiable
from goodwill.

Amortisation
Intangible assets are amortised on a straight line
basis over their estimated useful lives as follows:

Technology related intangible assets – 5 to 10 years

Contract related intangible assets – 3 to 10 years

Brand names – 3 to 10 years

Software – 3 to 5 years

No amortisation is charged on assets under
construction until the point they are brought into
use.

Property, Plant and Equipment
Property, plant and equipment are measured at cost
less accumulated depreciation.

Depreciation
Depreciation is calculated to write off the cost,
less estimated residual value, of property, plant
and equipment by equal instalments over their
estimated useful economic lives as follows:

Fixtures and fittings (including computer
equipment) – 3 to 10 years

Lease assets
The Group as a lessee
For any new contracts entered into, on or after
1 January 2020, the Group considers whether a
contract is, or contains, a lease. A lease is defined
as ‘a contract, or part of a contract, that conveys
the right to use an asset (the underlying asset) for
a period of time in exchange for consideration’.
To apply this definition the Group assesses whether
the contract meets three key evaluations which
are whether:

• the contract contains an identified asset, which
is either explicitly identified in the contract or
implicitly specified by being identified at the time
the asset is made available to the Group.

• the Group has the right to obtain substantially all

of the economic benefits from use of the identified
asset throughout the period of use, considering its
rights within the defined scope of the contract.

• the Group has the right to direct the use of the

identified asset throughout the period of use. The
Group assesses whether it has the right to direct
‘how and for what purpose’ the asset is used
throughout the period of use.

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NAHL Group Plc Annual Report and Accounts 2023

101

Financial StatementsFinancial StatementsMeasurement and recognition of leases as
a lessee
At lease commencement date, the Group
recognises a right-of-use asset and a lease liability
on the balance sheet. The right-of-use asset is
measured at cost, which is made up of the initial
measurement of the lease liability, any initial direct
costs incurred by the Group, an estimate of any
costs to dismantle and remove the asset at the
end of the lease, and any lease payments made in
advance of the lease commencement date (net of
any incentives received).

The Group depreciates the right-of-use assets on a
straight-line basis from the lease commencement
date to the earlier of the end of the useful life of
the right-of-use asset or the end of the lease term.
The Group also assesses the right-of-use asset for
impairment when such indicators exist.

At the commencement date, the Group measures
the lease liability at the present value of the lease
unpaid at that date, discounted using the interest
rate implicit in the lease if that rate is readily
available or the Group’s incremental borrowing rate.
Lease payments included in the measurement of
the lease liability are made up of fixed payments
(including in substance fixed), variable payments
based on an index or rate, amounts expected to
be payable under a residual value guarantee and
payments arising from options reasonably certain to
be exercised.

Subsequent to initial measurement, the liability
will be reduced for payments made and increased
for interest. It is remeasured to reflect any
reassessment or modification, or if there are
changes in insubstance fixed payments. When the
lease liability is remeasured, the corresponding
adjustment is reflected in the right-of-use asset, or
profit and loss if the right-of-use asset is already
reduced to zero.

The Group has elected to account for short-term
leases and leases of low-value assets using the
practical expedients. Instead of recognising a
right-of-use asset and lease liability, the payments
in relation to these are recognised as an expense
in profit or loss on a straight-line basis over the
lease term.

Taxation
Tax in the statement of comprehensive income for
the year comprises current and deferred tax. Tax
is recognised in the statement of comprehensive
income except to the extent that it relates to items
recognised directly in equity, in which case it is
recognised in equity. Current tax is the expected
tax payable or receivable on the taxable income
or loss for the year, using tax rates enacted or
substantively enacted at the balance sheet date,

and any adjustment to tax payable in respect of
previous years.

Deferred tax is provided on temporary differences
between the carrying amounts of assets and
liabilities for financial reporting purposes and
the amounts used for taxation purposes. The
following temporary differences are not provided
for: the initial recognition of goodwill; the initial
recognition of assets or liabilities that affect neither
accounting nor taxable profit other than in a
business combination; and differences relating to
investments in subsidiaries to the extent that they
will probably not reverse in the foreseeable future.
The amount of deferred tax provided is based on
the expected manner of realisation or settlement
of the carrying amount of assets and liabilities,
using tax rates enacted or substantively enacted
at the balance sheet date. A deferred tax asset is
recognised only to the extent that it is probable that
future taxable profits will be available against which
the temporary difference can be utilised.

Classification of financial instruments
issued by the Group
Financial instruments issued by the Group are
treated as equity (i.e. forming part of equity) only
to the extent that they meet the following two
conditions:

a) they include no contractual obligations upon
the Company (or Group as the case may be)
to deliver cash or other financial assets or to
exchange financial assets or financial liabilities
with another party under conditions that are
potentially unfavourable to the Company (or
Group); and

b) where the instrument will or may be settled in the
Company’s own equity instruments, it is either
a non-derivative that includes no obligation to
deliver a variable number of the Company’s own
equity instruments or is a derivative that will be
settled by the Company’s exchanging a fixed
amount of cash or other financial assets for a
fixed number of its own equity instruments.

To the extent that this definition is not met, the
proceeds of issue are classified as a financial liability.
Where the instrument so classified takes the legal
form of the Company’s own shares, the amounts
presented in these financial statements for called up
share capital and share premium account exclude
amounts in relation to those shares.

Finance payments associated with financial liabilities
are dealt with as part of interest payable and
similar charges. Finance payments associated with
financial instruments that are classified as part of
shareholders’ funds are dealt with as appropriations
in the reconciliation of movements in equity.

Financial assets and liabilities
The Group’s principal financial instruments
comprise cash and cash equivalents, trade and
other receivables, trade and other payables and
interest-bearing borrowings.

Trade and other receivables
Trade and other receivables are recognised initially
at fair value. Subsequent to initial recognition,
trade and other receivables are stated at amortised
cost using the effective interest method, less any
impairment losses calculated in line with IFRS 9.

Trade and other payables
Trade and other payables are recognised initially at
fair value. Subsequent to initial recognition, trade
and other payables are stated at amortised cost
using the effective interest method.

Cash and cash equivalents
Cash and cash equivalents comprise cash
balances. Cash and cash equivalents are
repayable on demand and are recognised at
their carrying amount.

Interest-bearing borrowings
Interest-bearing borrowings are recognised
initially at fair value less attributable transaction
costs. Subsequent to initial recognition, interest-
bearing borrowings are stated at amortised cost
using the effective interest method, less any
impairment losses.

Recoverable disbursements and
disbursements payable
Disbursement payables represent the balance
owed to suppliers for disbursements incurred in the
processing of personal injury claims.

Recoverable disbursements represents the balance
of disbursements incurred that are still to be billed
to customers. Given the no win, no fee contractual
arrangements, where a case should fail but
disbursements have been incurred, after-the-event
insurance policies provide cover to ensure that
these amounts are recovered.

Disbursement payables and receivables are
recognised initially at fair value and subsequent to
initial recognition, are stated at amortised cost using
the effective interest method.

Member capital and current accounts
Member capital and current accounts represent
the balances owed to non-controlling members’
in the LLPs. These consist of any capital advances
and unpaid allocated profits as at the year end. The
capital accounts and drawings of profit by members
of the partnerships is at their discretion, subject to
a minimum level of working capital. This gives rise

to an obligation on the group to deliver cash to the
non-controlling parties.

Members capital and current accounts are classified
as financial liabilities and are recognised initially
at fair value. Subsequent to initial recognition,
members capital and current accounts are stated at
amortised cost using the effective interest method.

Employee share schemes
The share option plans allow employees of the
Group to acquire shares of the Parent Company.
The fair value of options granted is recognised as an
employee expense with a corresponding increase in
equity. The fair value is measured at grant date and
spread over the period during which the employees
become unconditionally entitled to the options. The
fair value of the options granted is measured using
an option pricing model, taking into account the
terms and conditions upon which the options were
granted. The amount recognised as an expense
is adjusted to reflect the actual number of share
options that are expected to vest except where
forfeiture is only due to share prices not achieving
the threshold for vesting.

Impairment
Financial assets
The carrying amount of the Group’s financial assets
are reviewed for impairment regularly:

Trade and other receivables
Trade and other receivables are reviewed for
impairment by applying the simplified expected
credit loss approach under IFRS 9 to measure any
impairment losses.

Disbursements receivable
Recoverable disbursements are reviewed with
reference to the stage of each case and whether
or not insurance is in place to mitigate any future
losses. These are written off when it becomes
more likely than not that there is no chance of
recoverability.

Non-financial assets
The carrying amounts of the Group’s non- financial
assets, other than deferred tax assets, are reviewed
at each reporting date to determine whether there is
any indication of impairment.

If any such indication exists, then the asset’s
recoverable amount is estimated. For goodwill, and
intangible assets that have indefinite useful lives or
that are not yet available for use, the recoverable
amount is estimated each year at the same time.

The recoverable amount of an asset or Cash
Generating Unit (CGU) is the greater of its value in
use and its fair value less costs to sell. In assessing

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NAHL Group Plc Annual Report and Accounts 2023

103

Financial StatementsFinancial StatementsPensions
The Group operates a stakeholder defined
contribution pension scheme for employees. The
assets of the scheme are held separately from
those of the Company. The annual contributions
payable are charged to the statement of
comprehensive income.

Dividends
Dividend distribution to the Company’s
shareholders is recognised in the Group’s financial
statements in the period in which the dividends are
approved by the Company’s shareholders or, in the
case of interim dividends, when paid.

Member drawings
Drawings are made to members in line with the
provisions as stated in the partnership agreements.
Members may draw an amount not in excess of
their profit share for the relevant accounting period
and drawings may be limited depending on the cash
requirements of the LLP. Drawings are recognised
once paid.

Share premium account
The share premium account represents the excess
of amounts paid per share above the nominal cost of
each share.

Share option reserve
The share option reserve is the corresponding
charge to equity in respect of the IFRS 2 share-
based payment charge.

The share option reserve forms part of distributable
reserves and should the Group need to make
a distribution, the share option reserve will be
transferred to retained earnings.

value in use, the estimated future cash flows are
discounted to their present value using a pre-
tax discount rate that reflects current market
assessments of the time value of money and the
risks specific to the asset.

For the purpose of impairment testing, assets that
cannot be tested individually are grouped together
into the smallest group of assets that generates
cash inflows from continuing use that are largely
independent of the cash inflows of other assets or
groups of assets (the Cash Generating Unit or CGU).
The goodwill acquired in a business combination,
for the purpose of impairment testing, is allocated
to CGUs. For the purposes of goodwill impairment
testing, CGUs to which goodwill has been allocated
are aggregated so that the level at which impairment
is tested reflects the lowest level at which goodwill is
monitored for internal reporting purposes. Goodwill
acquired in a business combination is allocated to
groups of CGUs that are expected to benefit from
the synergies of the combination.

An impairment loss is recognised if the carrying
amount of an asset or its CGU exceeds its estimated
recoverable amount. Impairment losses are
recognised in the statement of comprehensive
income. Impairment losses recognised in respect
of CGUs are allocated first to reduce the carrying
amount of any goodwill allocated to the units, and
then to reduce the carrying amounts of the other
assets in the unit (group of units) on a pro-rata basis.

An impairment loss in respect of goodwill is not
reversed. In respect of other assets, impairment
losses recognised in prior periods are assessed at
each reporting date for any indications that the loss
has decreased or no longer exists. An impairment
loss is reversed if there has been a change in the
estimates used to determine the recoverable
amount. An impairment loss is reversed only to the
extent that the asset’s carrying amount does not
exceed the carrying amount that would have been
determined, net of depreciation or amortisation, if
no impairment loss had been recognised.

Merger reserve
The merger reserve represents the excess of
the fair value of shares acquired through share
for share exchange. In 2014 NAHL Group plc
declared a bonus issue of a single deferred share
of £0.0001 (a Deferred Share) with a share
premium of £50,000,000. This transaction
resulted in £50,000,000 of the merger reserve
being transferred to the share premium account.
In 2015 a further amount standing to the credit
of the Company’s merger reserve in the sum of
£16,928,000 was capitalised by way of a bonus
issue of newly created Capital Reduction Shares.

The Merger reserve is a restricted reserve
and reduces the amount of reserves available
for distribution.

Retained earnings
Retained earnings represents the cumulative
historical profits of the Group less historical losses.

Financial income and expenses
Financial income consists of interest on cash
balances which is recognised in the consolidated
statement of comprehensive income as it
accrues, using the effective interest method,
and the unwinding of interest on deferred
receivables. Financial expenses include bank
interest payable, which is recognised in the
consolidated statement of comprehensive income
as it accrues, using the effective interest method,
the unwinding of issue costs of borrowings and
the unwinding of finance charges of leases.

Earnings Per Share (EPS)
Basic EPS is calculated by dividing the profit or
loss attributable to ordinary equity holders of the
parent by the weighted average number of ordinary
shares outstanding during the period. Diluted EPS
is calculated by adjusting basic EPS for the dilutive
effect of all potential ordinary shares that could be
issued upon conversion of instruments or exercise
of rights outstanding during the period.

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NAHL Group Plc Annual Report and Accounts 2023

105

Financial StatementsFinancial StatementsTrade receivables

Total assets3

Segment liabilities3

2,446

5,728

–

25,935

7,262

76,223

– (17,506)

91,914

(17,021)

(1,479)

(3,160)

2 Operating segments

Year ended
31 December 2023

Revenue

Consumer
Legal
Services
£000

Critical
Care
£000

Shared
Services
£000

27,582

14,611

–

Other
Items
£000

–

Depreciation and amortisation

(251)

(154)

(348)

(826)

Operating profit/ (loss)

2,805

4,421

(1,924)

(1,184)

Profit attributable to
non-controlling interest members in LLPs

Financial income

Financial expenses

(2,506)

145

–

(1)

(1,120)

–

Profit/(Loss) before tax

444

4,420

(3,031)

(1,184)

–

Capital expenditure (including intangibles)

232

Year ended
31 December 2022

Revenue

28,264

13,157

–

Depreciation and amortisation

(257)

(201)

(358)

(826)

Operating profit/ (loss)

4,179

3,434

(1,715)

(1,142)

Profit attributable to
non-controlling interest members in LLPs

Financial income

Financial expenses

(3,554)

–

(5)

(708)

–

Profit/(Loss) before tax

702

3,429

(2,420)

(1,142)

Trade receivables

Total assets3

Segment liabilities3

2,632

29,222

5,610

6,780

–

77,716

(17,874)

(1,258)

(3,189)

Capital expenditure (including intangibles)

187

–

Eliminations
£000

Total
£000

–

42,193

(1,579)

4,118

(2,506)

158

(1,121)

649

8,174

– (21,660)

–

309

–

41,421

(1,642)

4,756

(3,554)

(713)

569

8,242

(17,506)

96,212

–

(22,321)

282

1. Shared services and Other items do not form part of the operating segments of the Group. They include expenses incurred that cannot be

attributable to an operating segment.

2. Eliminations represents the difference between the cost of subsidiary investments included in the total assets figure for each segment and the

value of goodwill arising on consolidation.

3. Total assets and segment liabilities exclude intercompany loan balances as these are not included in the segment results reviewed by the chief

operating decision maker. Segment liabilities comprise trade and other payables (2023: 16,246,000, 2022: 15,847,000), current lease liabilities
(2023: 244,000, 2022: 263,000), non–current lease liabilities (2023: 1,478,000, 2022: 1,724,000) and member capital accounts (2023:
3,692,000, 2022: £4,487,000).

2 Operating segments continued
Significant customers
No customer accounted for 10.0% or more of
the total Group revenue (2022: one customer
accounted for 10.0% of the total Group revenue).

Critical Care – Revenue from the provision of
expert witness reports and case management
support within the medico-legal framework for
multi-track cases.

Shared services – Costs that are incurred in
managing Group activities or not specifically related
to a product.

Other items – Other items represent share-based
payment charges and amortisation charges on
intangible assets recognised as part of business
combinations.

Disaggregation of revenue
The CODM monitors revenue on a divisional
basis. A breakdown of revenue by each division
is as follows:

2023
£000

2022
£000

Personal Injury

24,649

23,989

Residential Property

Critical Care

Total

2,933

14,611

42,193

4,275

13,157

41,421

Geographic information
All revenue and assets of the Group are based in
the UK.

Operating segments
The activities of the Group are managed by the
Board, which is deemed to be the chief operating
decision maker (CODM). The CODM has identified
the following segments for the purpose of
performance assessment and resource allocation
decisions. These segments are split along product
lines and are consistent with those reported
last year.

Consumer Legal services – Revenue is derived
from two divisions being Personal Injury and
Residential Property.

Within Personal Injury, revenue is generated from:

a) Marketing services – revenue from the provision
of marketing activities to generate enquiries
which are panelled to our panel law firms, based
on a cost plus margin model.

b) Product Provision – consisting of commissions
received from product providers for the sale
of additional products by them to the panel
law firms.

c) Service provision (legal services) – in the case
of our ABS law firms and self- processing
operation, National Accident Law, revenue
receivable from clients for the provision of
legal services.

Within Residential Property, revenue is
generated from:

a) Marketing services – up until April 2023,

Homeward Legal provided marketing services
to generate residential conveyancing and survey
enquiries for solicitors and surveyors

b) Expert Reports – Searches UK provides

search reports.

106

NAHL Group Plc Annual Report and Accounts 2023

107

Financial StatementsFinancial Statements

3 Administrative expenses and auditor’s remuneration
Included in the consolidated statement of comprehensive income are the following:

Depreciation of property, plant and equipment

Depreciation of right of use assets

Amortisation of intangible assets (not relating to business combinations)

Amortisation of intangible assets relating to business combinations

IFRS 9 provision (credit)

Auditor’s remuneration

2023
£000

126

276

351

826

(47)

176

2022
£000

168

288

360

826

(128)

158

The Group does not have any distribution costs as all revenues are generated from the provision of services.

The analysis of the auditor’s remuneration is as follows:

Fees payable to the Company’s auditors for the audit of
parent company and consolidated financial statements

Fees for other services – subsidiary and interim accounts reviews

Fees payable to the Company’s auditors for other services: SAR review

2023
£000

160

2022
£000

150

–

4 Staff numbers and costs
The average number of persons employed by the Group (including Directors) during the year, analysed by
category, was as follows:

Personal Injury

Residential Property

Critical Care

Shared services

Number of Employees

2023

173

285

2022

155

274

The Group also has 3 Non-executive directors (2022: 4) who provided services to the Group under
service contracts.

Shared services includes 2 Executive Directors. The costs of the shared services staff (excluding 2
Executive directors) are recharged between the trading divisions.

The aggregate payroll costs of these persons were as follows:

Wages and salaries

Share based payments (see note 20)

Social security costs

Other pension costs

5 Directors’ emoluments

Statutory Directors’ emoluments

Year ended
31 December 2023

Executive Directors

J D Saralis

C Higham

Non-Executive

T J M Aspinall

S P Tilleray

B Phillips

Salary
and fees
£000

Benefits
£000

Annual
bonus
£000

Pension
£000

225

154

559

–

130

–

174

–

2023
£000

11,074

357

1,110

269

2022
£000

9,648

316

960

247

12,810

11,171

2023
£000

877

LTIP

–

104

2022
£000

503

Total
£000

459

238

877

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NAHL Group Plc Annual Report and Accounts 2023

109

Financial StatementsFinancial Statements5 Directors’ emoluments continued

Year ended
31 December 2022

Executive Directors

J D Saralis

C Higham

Non-Executive

T J M Aspinall

G D C Kent

S P Tilleray

B Phillips

Salary
and fees
£000

Benefits
£000

Annual
bonus
£000

Pension
£000

219

477

–

Total
£000

239

503

The Group contributed £6,000 to pension schemes in respect of Directors during the year (2022: £3,000).
The emoluments of the highest paid Director were £459,000 (2022: £239,000). 2 Directors (2022: no
directors) exercised share options during the year.

Key management personnel are those persons having authority and responsibility for planning, directing
and controlling the activities of the Group. Key management personnel include members of the leadership
team who are not statutory directors in addition to the main Board. Disclosure of transactions with key
management is detailed in note 25.

6 Financial income

Bank interest income

Other income1

2023
£000

158

2022
£000

1 Other income relates to financing income in respect of the time value of money adjustments required by IFRS 15 on receivables and accrued

income expected to be settled within greater than 12 months.

7 Financial expense

Interest on bank loans

Amortisation of facility arrangement fees

Interest on lease liabilities

2023
£000

1,043

1,121

2022
£000

628

713

8 Taxation
Recognised in the consolidated statement of comprehensive income

Current tax expense

Current tax on income for the year

Adjustments in respect of prior years

Total current tax

Deferred tax credit

Origination and reversal of timing differences

Total deferred tax

Tax expense in statement of comprehensive income

Total tax charge

Reconciliation of effective tax rate

Profit for the year

Total tax expense

Profit before taxation

Tax using the UK corporation tax rate of 19%/25%1 (2022: 19.00%)

Non-deductible expenses

Adjustments in respect of prior years

Share scheme deductions

De-recognition of deferred tax asset

Short-term timing differences

Total tax charge

2023
£000

462

(14)

448

(183)

265

2023
£000

384

265

649

161

154

(14)

(56)

–

265

2022
£000

352

366

(182)

184

2022
£000

385

184

569

108

–

(6)

184

1. A tax rate of 19% has been applied to profits apportioned to 31 March 2023 and a tax rate of 25% has been applied to profits apportioned from 1

April 2023.

Changes in tax rates and factors affecting the future tax charge
There are currently no factors that are expected to affect the future tax charge.

110

NAHL Group Plc Annual Report and Accounts 2023

111

Financial StatementsFinancial Statements9 Deferred tax asset
The asset for deferred taxation consists of the tax effect of temporary differences in respect of:

At 1 January 2022

Reclassified to deferred tax liability (see note 10)

Recognised in statement of comprehensive income

At 31 December 2022

Recognised in statement of comprehensive income

Disposal

At 31 December 2023

10 Deferred tax liability
The liability for deferred taxation consists of the tax effect of temporary differences in respect of:

At 1 January 2022

Reclassified from deferred tax asset (see note 9)

Recognised in statement of comprehensive income

At 31 December 2022

Recognised in statement of comprehensive income

At 31 December 2023

Property, plant
& equipment

Intangible
assets acquired
on business
combinations

(3)

(13)

547

–

(157)

390

(194)

196

Property,
plant &
equipment
£000

(24)

(1)

Total

625

(160)

470

(207)

263

Personal
Injury
£000

Critical
Care
£000

Residential
Property
£000

Total
£000

39,897

15,592

4,873

60,362

(3,749)

39,897

15,592

1,124

56,613

–

(4,873)

3,749

(1,124)

(4,873)

3,749

(1,124)

39,987

15,592

–

55,489

The recoverable amounts for the CGUs are based
on value in use which is calculated on the operating
cash flows expected to be generated by the division
using forecasts for the next five years for both
Critical Care and Personal Injury.

These cash flows are discounted at a weighted
average cost of capital (WACC) of 10.9% for Critical
Care (2022: 10.2%) and 10.9% (2022: 10.4%) for
Personal Injury.

We include a terminal value within each forecast
which represents the cash flows of the CGU into
perpetuity. This year, a 2% terminal growth rate
has been assumed, as permitted under IAS36
Impairment of Assets.

Management has determined that the value in use
calculations are most sensitive to changes in the
assumptions of the discount rates and growth rates.

11 Goodwill

Cost

At 1 January 2022

At 31 December 2022

Disposal

At 31 December 2023

Impairment

At 1 January 2022

At 31 December 2022

Disposal

At 31 December 2023

Net book value

At 31 December 2022

At 31 December 2023

Where goodwill arose as part of a business
acquisition, it forms part of the CGU’s asset carrying
value which is tested for impairment annually.
The Group has determined that for the purposes
of impairment testing, there are three CGUs being
Personal Injury, Critical Care and Residential
Property. The goodwill in respect of Critical Care and
Residential Property arose on separate acquisitions.
Critical Care operates independently from the
rest of the Group with very little overlap of shared
resource and its cashflows can be easily separated.

In 2020 the Group undertook a review of its
operations and merged the Personal Injury and
Residential Property cash generating units (CGUs)
into one segment, Consumer Legal Services (see
note 2). For the purposes of allocating goodwill, the
goodwill relating to Personal Injury and Residential
Property was allocated prior to this merger when
the two businesses operated as separate CGUs.
The impairment of the residential property CGU
took place in 2019, prior to the restructure.

The disposal of goodwill during the year relates
to goodwill arising in respect of Homeward Legal.
Homeward Legal was disposed of in April 2023.
The goodwill relating to Homeward Legal was
impaired in full in 2019 and the remaining goodwill
balance is in relation to Searches UK Limited.

112

NAHL Group Plc Annual Report and Accounts 2023

113

Financial StatementsFinancial Statements11 Goodwill continued
The operating profit compound annual growth rate assumptions across the forecast period are as follows:

12 Members’ Non-controlling interests in LLPs
The Group has the following investments in non-wholly owned subsidiaries:

2023

39.2%

8.4%

2022

80.2%

14.5%

Value in use results
The amount by which each CGUs recoverable
amount exceeds its carrying amount is as follows:

Personal Injury – £19.7m

Critical Care – £41.6m

Sensitivity analysis
Management have performed sensitivity analysis
on the key assumptions (WACC and growth rate)
and have determined that for Critical Care there is
ample headroom under the value in use calculation
to determine that no significant changes to key
assumptions would affect the overall judgement as
to whether the CGU is impaired.

For Personal Injury, the following sensitivities would
reduce the available headroom to zero:

A 29% increase to the WACC rate to 14.1%.

A decrease in profits and cash across the forecast
period of 28% in each year.

The Board therefore considers that the current
assumptions are supportable, reasonable and
based on the best evidence available at present and
so conclude that no impairment is required. It will
continue to monitor this assessment to ensure its
conclusion remains appropriate.

Personal Injury

Critical Care

Key assumptions
Discount rate
Management consider the key variables to the
WACC calculation (including the risk-free rate,
market risk premium and beta) using a range
of external sources. During the current year
management commissioned an external review into
the WACC rate in light of the narrower headroom
noted in recent years and this indicated that
management’s internal calculations and inputs
overall derived a very similar figure to that calculated
by the external reviewer.

Given the current economic uncertainties in the
wider markets, an increase to the WACC rate is
not unexpected and there is inherent uncertainty
as to whether this rate will continue to increase or
decrease in the short to medium term. This could in
turn lead to a higher or lower WACC for the Group
and consequently an impairment for the Group
should the rate rise significantly.

Personal Injury growth assumptions
The key growth assumption in the Personal Injury
forecasts is the number of enquiries generated and
where these are placed.

The forecasts assume that an increasing number
of enquiries can be generated through market
share gains and of these enquiries, an increasing
number are to be self-processed through NAL. The
Group retains a higher proportion of profits from
NAL than it does from passing enquiries to its panel
law firms or joint venture law firm partners and so
the forecasts assume that from 2024–2028, an
increasing number of enquiries are generated and
of these enquiries, a greater proportion of these are
processed through NAL for higher returns.

Operating cash flows are based on the operating
profits of the CGU adjusted for changes in working
capital movements.

Critical Care growth assumptions
The growth rate of Critical Care assumes top
level growth across all services and takes into
account the strategic plans for the division over the
coming years.

Operating cash flows are based on the operating
profits of the CGU adjusted for changes in working
capital movements.

Country of incorporation
and principal place of

Name of subsidiary

business

Nature of interest

Principal activity

2023

2022

Your Law LLP

United Kingdom

LLP member

Personal injury lawyers

75% 75%

Law Together LLP

United Kingdom

LLP member

Personal injury lawyers

50% 50%

Ownership

The ownership percentage is based on the proportion of capital contribution advanced by each of the
corporate members. Profit share allocations and control are not determined by reference to this ownership
percentage. The Group, through its 100% owned subsidiary Project Jupiter Limited, is entitled to appoint 60%
of the members to the Management Board of each LLP. Profit and net assets are shared between members
based on the provisions of the partnership agreements.

The balances owed to the non-controlling members’ of these LLPs at the end of the year and movements
during the year are as follows:

Balance at start of the year

Profit allocation for the year

Drawings paid

Balance at the end of the year

13 Other Intangible assets

2023
£000

4,487

2,506

2022
£000

4,210

3,554

(3,301)

(3,277)

3,692

4,487

Cost

At 1 January 2023

Additions

Disposals

Reclassifications

At 31 December 2023

Amortisation and impairment

At 1 January 2023

Amortisation charge for the year

Disposals

At 31 December 2023

Net book value

At 31 December 2022

At 31 December 2023

Technology
related
£000

Contract
related
£000

Brand
names
£000

Software
£000

Assets under
construction
£000

Total
£000

167

–

8,466

–

(167)

(185)

–

8,281

167

–

(167)

–

6,857

826

(185)

7,498

1,609

783

885

–

(174)

–

711

885

–

(174)

711

2,952

(577)

2,552

2,105

351

(577)

1,879

258

153

–

(83)

328

–

12,728

247

(1,103)

–

11,872

10,014

1,177

(1,103)

10,088

–

847

673

258

328

2,714

1,784

114

NAHL Group Plc Annual Report and Accounts 2023

115

Financial StatementsFinancial Statements13 Other Intangible assets continued

14 Property, plant and equipment continued

Technology
related
£000

Contract
related
£000

Brand
names
£000

Software
£000

Assets under
construction
£000

Total
£000

Cost

At 1 January 2022

Additions

Reclassifications

167

8,466

885

2,734

–

184

At 31 December 2022

167

8,466

885

2,952

Amortisation and impairment

At 1 January 2022

Amortisation charge for the year

At 31 December 2022

Net book value

At 31 December 2021

At 31 December 2022

167

–

167

–

6,031

826

6,857

2,435

1,609

885

–

885

–

1,745

360

2,105

989

847

277

165

(184)

258

–

12,529

199

–

12,728

8,828

1,186

10,014

277

258

3,701

2,714

In the statement of comprehensive income, the amortisation charge on business combinations and the
amortisation charge for the year (on other assets) is included within ‘administrative expenses’.

14 Property, plant and equipment

Cost

At 1 January 2023

Additions

Disposals

At 31 December 2023

Depreciation and impairment

At 1 January 2023

Depreciation charge for the year

Disposals

At 31 December 2023

Net book value

At 31 December 2022

At 31 December 2023

Fixtures &
fittings &
total

2,500

(82)

2,480

2,108

126

(82)

2,152

392

328

Cost

At 1 January 2022

Additions

At 31 December 2022

Depreciation and impairment

At 1 January 2022

Depreciation charge for the year

At 31 December 2022

Net book value

At 31 December 2021

At 31 December 2022

15 Leases
This note provides information for leases where the Group is a lessee.

Amounts recognised in the balance sheet

Right of use assets

Buildings

Office equipment

Lease liabilities

Current

Non-current

Fixtures &
fittings &
total

2,417

2,500

1,940

168

2,108

477

392

2022
£000

2,015

2,027

2022
£000

263

1,724

2023
£000

1,751

–

1,751

2023
£000

244

1,478

Right of use assets relate to the two head offices at Kettering and Daventry and printer leases. Additions to
right of use assets of £nil (2022: £nil) were made during the year.

The statement of comprehensive income includes the following amounts relating to leases:

Depreciation charge of right of use assets

Buildings

Office equipment

Interest expense

Expenses relating to leases of low value assets

The total cash outflow for leases in 2023 was £312,000 (2022: £264,000).

2023
£000

264

276

–

2022
£000

264

288

–

116

NAHL Group Plc Annual Report and Accounts 2023

117

Financial StatementsFinancial Statements16 Trade and other receivables

Trade receivables: receivable in less than one year

Trade receivables: receivable in more than one year

Contract assets: receivable in less than one year

Contract assets: receivable in more than one year

Other receivables

Prepayments

Recoverable disbursements

Total trade and other receivables

2023
£000

6,546

1,628

8,706

3,684

134

798

2022
£000

7,077

1,165

11,137

4,147

954

9,030

30,526

8,380

32,886

A provision against trade receivables and accrued income of £502,000 (2022: £612,000) is included in the
figures above.

Trade receivables and contract assets receivable in greater than one year are classified as current assets as
the Group’s working capital cycle is considered to be up to 36 months as extended credit terms are offered as
part of commercial agreements.

Contract assets consist of a) balances of £6,337,000 (2022: £9,322,000) in respect of amounts due under
contracts with customers that have not yet been invoiced but where there is a contractual obligation to
settle funds once they become due. These amounts are increased as performance obligations are satisfied
being the provision of marketing services and generation of enquiries to panel law firms and reduced by the
subsequent raising of invoices and payments when the balances are due for payment; and b) law firm contact
assets. These consist of estimated balances due under ‘no win, no fee’ agreements where liability has been
admitted. These balances increase as liability is admitted on more claims underway and decrease either due
to amounts being invoiced and paid on claims that have settled during the year or, in a small number of cases,
where claims are subsequently abandoned prior to settlement.

17 Interest-bearing loans and borrowings
This note provides information about the contractual terms of the Group’s interest-bearing loans and
borrowings, which are measured at amortised cost. For more information about the Group’s exposure to
interest rate risk, see note 22.

Non-current liabilities

Revolving credit facility

Less facility arrangement fees

Total interest-bearing loans and borrowings

2023
£000

2022
£000

11,750

16,000

(31)

(61)

11,719

15,939

The revolving credit facility is secured by a fixed and floating charge over the assets of the Group.

Terms and debt repayment schedule

Currency

Nominal
interest
rate

Bank loan1

GBP

2.25% above SONIA

Year of
rate
maturity

2025

Fair
value
2023
£000

11,719

Carrying
amount
2023
£000

11,719

Fair
value
2022
£000

15,939

Carrying
amount
2022
£000

15,939

1. The company renewed its banking facilities in September 2017 by taking out a revolving credit facility of £25,000,000 and repaying the outstanding
term loan at that date of £9,375,000. The facility was reduced to £15,000,000 in February 2024 and was extended with the facility now due to
terminate on 31 December 2025. Interest is payable at 2.25% above SONIA per annum.

18 Trade and other payables
Amounts due within one year:

Trade payables

Disbursements payable

Other taxation and social security

Other payables, accruals and contract liabilities

Customer deposits

Total trade and other payables

19 Share capital

Number of shares

Opening: ‘A’ Ordinary Shares of £0.0025 each

Issued during the year

Closing: ‘A’ Ordinary Shares of £0.0025 each

Allotted, called up and fully paid

Opening: 46,325,222 (2022: 46,325,222) ‘A’

Ordinary Shares of £0.0025 each

Issued during the year: 569,475 ‘A’ Ordinary shares of £0.0025 each

Closing: 46,894,697 (2022: 46,325,222) ‘A’

Ordinary Shares of £0.0025 each

Shares classified in equity

Opening shares classified in equity

Issued during the year

Closing balance

2023
£000

1,723

6,559

1,376

6,131

457

2022
£000

1,689

6,620

1,231

5,850

457

16,246

15,847

2023
£000

2022
£000

46,325,222 46,325,222

569,475

–

46,894,697 46,325,222

116

117

116

117

116

–

116

–

116

The holders of ’A’ Ordinary shares are entitled to one vote per share at the meetings of the Company and to
dividends as declared in proportion to the amounts paid up on the ordinary shares.

118

NAHL Group Plc Annual Report and Accounts 2023

119

Financial StatementsFinancial Statements20 Share based payments
The Group operates three employee share plans as follows:

SAYE plan
Options may be satisfied by newly issued Ordinary Shares, or by the transfer of Ordinary Shares held in
treasury. The SAYE scheme is open to all employees of the Group. The scheme runs over three years with
employees choosing to save between £0 – £500 per month, the proceeds of which can then be used to
purchase the shares under option.

EMI Scheme
Options may be granted as tax-favoured enterprise management incentive options (EMI Options) or non-
tax favoured Options. The EMI Plan provides for the grant, to selected employees of the Group, of rights to
acquire (whether by subscription or market purchase) Ordinary Shares in the Company (Options).

Nominal Cost LTIP
The nominal cost LTIP will enable selected employees (including Executive Directors) to be granted awards
in respect of Ordinary Shares. Awards may be granted in the form of nil or nominal cost options to acquire
Ordinary Shares; or contingent rights to receive Ordinary Shares. Awards may be satisfied by newly issued
Ordinary Shares, or by the transfer of Ordinary Shares held in treasury.

The terms and conditions of grants of share options to employees of the Group, in the shares of NAHL Group
plc are as follows:

Grant date/employees entitled/nature of scheme

EMI equity-settled award to 6 employees
granted by the parent company on
11 December 2014

Restricted equity-settled award to
7 employees granted by the parent
company on 23 April 2021

Restricted equity-settled award to
16 employees granted by the parent
company on 27 April 2022

Restricted equity-settled award to
11 employees granted by the parent
company on 28 April 2023

SAYE equity-settled award to 32 employees
granted by the parent company on 26
October 2023

Number of
instruments

Vesting
conditions

Vesting period
and maximum
life of options

583,331 ordinary
shares

Performance-
based

Third anniversary of
Date of Grant

608,406 ordinary
shares

Performance-
based

Third anniversary of
grant date

981,070 ordinary
shares

Performance-
based

Third anniversary of
Date of Grant

1,083,000 ordinary
shares

Performance-
based

Third anniversary of
Date of Grant

422,514 ordinary
shares

Performance-
based

To 1 December 2026

Vesting conditions
For all of the unvested share options above, awards are subject to each employee’s continued employment
with the group and a business performance underpin.

The number and weighted average exercise prices of share options are as follows

2023

2022

Weighted
average
exercise
price
£

Number of
options
No.

Weighted
average
exercise
price
£

Number of
options
No.

Outstanding at the beginning of the year

0.0025

2,329,951

0.0025

1,315,881

Granted during the year

Vested during the year

Forfeited during the year

Outstanding at the end of the year

Exercisable at the end of the year

Exercised during the year

0.1314 1,609,736

0.0025

1,106,070

0.0025

(569,475)

–

0.0693

(275,222)

0.0025

(92,000)

0.0634 3,094,990

0.0025

2,329,951

2.00

583,331

2.00

583,331

0.0025

569,475

–

20 Share based payments continued
A charge of £357,000 (2022: £316,000 ) has been made through the statement of comprehensive income in
the current year in relation to the IFRS 2 share option charge. 569,475 shares were exercised during the year
(2022: nil) at a weighted average exercise price of £0.0025 per share. For shares outstanding at the year end,
these are exercisable at a range of exercise prices from £0.0025–£0.45 per share with a weighted average
exercise price of £0.0634 and have a weighted average remaining life of 618 days (2022: 565 days).

There were 1,609,736 share options issued in 2023 (2022: 1,106,070). The fair value of each employee
share option has been measured using the Black-Scholes formula where an expected volatility of 65.0% has
been used as well as a risk-free interest rate (based on government bonds) of 3.79%–6.0%. The weighted
average share price used in the model is £0.48 and a dividend yield of 0.0% has been assumed. Service
and non- market performance conditions attached to the arrangements were not taken into account in
measuring fair value.

Expected volatility has been based on evaluation of historical volatility of the Company’s share price,
particularly over the historical period commensurate with the expected term. The expected term of the
instruments has been based on historical experience and general option holder behaviour.

21 Earnings per share
The calculation of basic earnings per share at 31 December 2023 is based on profit attributable to ordinary
shareholders of the parent company of £384,000 (2022: profit of £385,000) and a weighted average number
of Ordinary Shares outstanding of 46,674,661 (2022: 46,325,222).

Profit attributable to ordinary shareholders

£000

Profit for the year from continuing operations

Profit for the year from discontinued operations

Profit for the year attributable to the shareholders

Weighted average number of ordinary shares

Number

Issued Ordinary Shares at 1 January

2023

433

(49)

384

2022

372

385

Note

2023

2022

19 46,325,222 46,325,222

Weighted average number of Ordinary Shares at 31 December

46,674,661 46,325,222

Basic Earnings per share (p)

Group – continuing operations

Group – discontinued operations

Group – total

2023

0.9

(0.1)

0.8

2022

0.8

0.0

0.8

The Group has in place share-based payment schemes to reward employees. At 31 December 2023, there
were potentially dilutive share options under the Group’s share option schemes. The total number of options
available for these schemes included in the diluted earnings per share calculation is 2,672,476 (2022:
2,329,951). There are no other diluting items.

Diluted Earnings per share (p)

Group – continuing

2023

0.9

2022

0.8

120

NAHL Group Plc Annual Report and Accounts 2023

121

Financial StatementsFinancial Statements22 Financial instruments
(a) Fair values of financial instruments
The Group’s principal financial instruments comprise interest-bearing borrowings, cash and short-term
deposits. The main purpose of these financial instruments is to raise finance for the Group’s operations.
The Group has various other financial instruments such as trade and other receivables and trade and other
payables that arise directly from its operations.

The main risks arising from the Group’s financial instruments are credit risk, liquidity risk and market risk
(specifically interest rate risk). The Board reviews and agrees policies for managing each of these risks and
they are summarised below. There have been no substantive changes in the Group’s exposure to financial
instrument risks or its objectives, policies and processes for managing and measuring those risks during the
periods in this report unless otherwise stated.

The fair values of all financial assets and financial liabilities by class, which approximate to their carrying
values, shown in the balance sheet are as follows:

Financial assets measured at amortised cost

Cash and cash equivalents

Trade and other receivables

Disbursements (note 16)

Total financial assets

Financial liabilities measured at amortised cost

Other interest-bearing loans and borrowings (note 17)

Lease liabilities (note 15)

Trade payables (note 18)

Disbursements payable (note 18)

Other payables and accruals (note 18)

Carrying
amount
2023
£000

2,011

14,645

9,030

25,686

11,719

1,722

1,723

6,559

6,130

Fair
value
2023
£000

Carrying
amount
2022
£000

Fair
value
2022
£000

2,011

14,645

9,030

25,686

11,719

1,722

1,723

6,559

6,130

2,654

17,590

8,380

28,624

2,654

17,590

8,380

28,624

15,939

1,987

1,689

6,620

5,850

1,987

1,689

6,620

5,850

Total financial liabilities measured at amortised cost

27,853

32,085

(b) Credit risk
Financial risk management
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails
to meet its contractual obligations and arises principally from the Group’s receivables from customers.

A customer is considered to have defaulted on their debt if payment is not made within the agreed terms.
Debts are written-off only when there are indicators that there is no reasonable expectation of recovery.
Debts subject to enforcement activity are considered for impairment and the appropriate provisions are
applied against them until there is no reasonable expectation of recovery at which point they are written off.

22 Financial instruments continued
Exposure to credit risk
The maximum exposure to credit risk at the balance sheet date by class of financial instrument was:

Trade receivables

Contract assets

2023
£000

8,174

6,337

14,511

2022
£000

8,242

9,322

17,564

Management consider the credit risk to be mitigated as a result of a) the holding of deposits for all
significant panel law firm customers and b) only offering significant deferred terms to those panel law firms
with whom we hold strategic partnerships and after satisfactory credit checks have been obtained. As at
31 December 2023 these deposits reflect 5.5% (2022: 5.5%) of the balance of trade receivables. At each
balance sheet date, the amount of deposit held was:

Customer deposits

Credit quality of financial assets and impairment losses
The aging of trade receivables at the balance sheet date was:

2023
£000

457

2022
£000

457

Gross:
Standard
Terms
2023
£000

Gross:
Deferred
Terms
2023
£000

Not past due

2,336

2,208

Past due (1–30 days)

935

Past due (30–120
days)

Past due (Over 120
days)

1,329

1,737

6,337

2,292

Impairment
2023
£000

Total
2023
£000

(19)

(4)

4,525

942

Gross:
Standard
Terms
2022
£000

2,421

880

(26)

1,331

1,143

(406)

(455)

1,376

8,174

2,855

7,299

Gross:
Deferred
Terms
2022
£000

1,344

–

1,425

Impairment
2022
£000

(29)

(10)

Total
2022
£000

3,736

870

(18)

1,150

(425)

(482)

2,486

8,242

The Group offers standard credit terms of between 30–60 days to the majority of its customers. Deferred
terms of between 12–36 months are offered to those panel law firms or customers with whom we hold
strategic partnerships. The impairment for trade receivables is calculated based on a lifetime expected
credit loss.

27.4% of standard terms trade receivables are 120 days or more past due (2022: 39.1%). These receivables
arise primarily in Critical Care and Your Law where our standard credit terms are 30 days. Increasing cost
pressures on solicitors mean they often do not settle these balances until interim funds are available or a
case has settled. This is often within 12 months and, therefore, formal deferred terms are not utilised. We
monitor these debts closely through regular contact with these solicitors and do not consider there to be
any significant risks regarding recoverability.

Contract asset balances of £6,337,000 (2022: £9,322,000) represent amounts due under contracts with
customers that have not yet been invoiced but where there is a contractual obligation to settle funds once
they become due. The majority of this balance is granted on extended credit terms of up to 24 months and
none is yet due for payment.

122

NAHL Group Plc Annual Report and Accounts 2023

123

Financial StatementsFinancial StatementsThe movement in the allowance for impairment in respect of trade receivables and accrued income during the
year was as follows:

Balance at 1 January

Additional allowance (note 3)

Allowance released (note 3)

De-recognised on disposal of subsidiary

Balance at 31 December

2023
£000

612

–

(157)

502

2022
£000

740

–

(128)

–

612

The allowance account for trade receivables is used to record impairment losses unless the Group is satisfied
that no recovery of the amount owing is possible; at that point the amounts considered irrecoverable are
written off against the trade receivables directly.

The determination of the expected credit losses is detailed in the accounting policies under Critical accounting
judgements and key sources of estimation uncertainty.

The Group determines whether its assets have a high level of credit risk or low level of credit risk on initial
recognition by considering the past history of that customer (if known) or where assets relate to a new
customer, credit checks are performed and the risk assessed based on the outcome of these reports. The
Group determines whether the credit risk of its financial assets has increased since initial recognition by
considering a) historical factors such as adherence to payment terms and length of time to settle payments
and b) forward looking factors such as the anticipated condition of the market in which its customers operate.
The Group has not identified any significant increases to the credit risk of any of its financial assets in 2023.
This assessment applies to both trade receivables and accrued income.

Concentration of credit risk
A small number of Panel members, including joint venture partners, account for 40.1% of the total gross trade
debtor and accrued income balance of £14,511,000 that is subject to credit risk. To mitigate the risk of credit
loss arising from this concentration, the group has set- off clauses, parental guarantees and up-front deposits
in place.

22 Financial instruments continued
(c) Liquidity risk
Financial risk management
Liquidity risk arises from the Group’s management of working capital and the finance charges on its debt
instruments and repayments of principal. It is the risk that the Group will encounter difficulty in meeting its
financial obligations as they fall due. The Group’s objective is to maintain a balance between continuity of
funding and flexibility through the use of its revolving credit facility to ensure that it will always have sufficient
cash to allow it to meet its liabilities when they become due.

The following are the contractual maturities of financial liabilities, including estimated interest payments and
excluding the effects of netting agreements:

2023

Carrying amount

Contractual cash flows:

1 year or less

1 to 2 years

2 to 5 years

5 years or more

2022

Carrying amount

Contractual cash flows: 1 year or less

1 to 2 years

2 to 5 years

5 years or more

Secured
bank loans
£000

Lease
liabilities
£000

Trade and
other payables
£000

Total
£000

(11,750)

(1,722)

(15,789)

(29,261)

(881)

(12,631)

–

(284)

(286)

(872)

(434)

(9,230)

(10,395)

(6,559)

(19,476)

–

(872)

(434)

(13,512)

(1,876)

(15,789)

(31,177)

Secured
bank loans
£000

Lease
liabilities
£000

Trade and
other payables
£000

Total
£000

(16,000)

(1,987)

(15,390)

(33,377)

(800)

(16,800)

–

(290)

(284)

(865)

(727)

(8,770)

(9,860)

(6,620)

(23,704)

–

(865)

(727)

(17,600)

(2,166)

(15,390)

(35,156)

(d) Market risk
Financial risk management
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity
prices will affect the Group’s income or the value of its holdings of financial instruments.

Market risk – foreign currency risk
The Group does not consider there to be any foreign currency risk as the majority of transactions are in
Sterling with very small purchases made in foreign currencies.

Market risk – interest rate risk

Profile
The Group is exposed to interest rate risk from its use of interest-bearing financial instruments. This
is a market risk that the future cash flows of a financial instrument will fluctuate because of changes
in interest rates.

124

NAHL Group Plc Annual Report and Accounts 2023

125

Financial StatementsFinancial Statements22 Financial instruments continued
At the balance sheet dates, the only interest-bearing financial asset is cash. Cash is held to meet liabilities as
they fall due and is not held for investment purposes, therefore there is not considered to be an interest rate
risk associated with cash.

Variable rate instruments

Financial liabilities

Total interest-bearing financial instruments

2023
£000

2022
£000

11,750

16,000

The Group manages the interest rate risk arising from its financial liabilities by monitoring its interest rates
and the general market and consulting with its bankers to find the best way to mitigate any movements if it
anticipates any significant changes to interest rates.

Sensitivity analysis
A change of 0.5% in interest rates at the balance sheet date would increase/(decrease) profit or loss in the
following year by the amounts shown below. This sensitivity is based on the pre-tax profit. This calculation
assumes that the change occurred at the balance sheet date and had been applied to risk exposures existing
at that date.

This analysis assumes that all other variables remain constant and considers the effect of financial
instruments with variable interest rates. The analysis is performed on the same basis for the
comparative periods.

Profit for the year

Increase in interest rates of 0.5%

Decrease in interest rates of 0.5%

Market risk – equity price risk

2023
£000

(59)

2022
£000

(80)

The Group does not have an exposure to equity price risk as it holds no investment in equity securities which
are classified as fair value through profit or loss or other comprehensive income.

(e) Capital management
Group
The Group’s objectives when maintaining capital are to safeguard the entity’s ability to continue as a going
concern and to provide an adequate return to shareholders. Capital comprises the Group’s equity, i.e. share
capital including preference shares, share premium, own shares and retained earnings, as well as bank
loans. The Group’s debt/equity ratio as at 31 December 2023 is 0.2:1.0 (2022: 0.3:1.0). The balance of the
Group’s capital as at 31 December 2023 was £69,812,000 comprising equity of £58,062,000 and bank loans
of £11,750,000. The Group is subject to quarterly covenant testing against its bank loans. These covenants
include minimum EBITDA and minimum free cash flow. The Group adhered to both these covenants in 2023
and is forecasting compliance for the foreseeable future.

23 Commitments
Capital commitments
At 31 December 2023 the Group had capital commitments of £nil (2022: £nil).

24 Dividends
No dividends were paid in 2023 or 2022.

25 Related parties
Transactions with key management personnel
Key management personnel in situ at the 31 December 2023 and their immediate relatives control 0.8%
(2022: 0.5%) of the voting shares of the Company.

Key management personnel are considered to be the Directors of the Company as well as those of National
Accident Law Limited and Bush & Company Rehabilitation Limited and any other management serving as
part of the executive team. Detailed below is the total value of transactions with these individuals:

Short-term employment benefits

2023
£000

2,281

2022
£000

1,749

26 Changes in liabilities arising from financing activities
The tables below detail changes in the group’s liabilities arising from financing activities, including both cash
and non-cash changes:

Set out below is a reconciliation of movements in interest-bearing loans and borrowings arising from financing
activities:

Net inflow from decrease in debt and debt financing

Movement in net borrowings resulting from cash flows

Non-cash movements – net release of prepaid loan arrangement fees

Interest-bearing loans and borrowings at beginning of period

Interest bearing loans and borrowings at end of period

2023
£000

4,250

2022
£000

2,000

(30)

(29)

(15,939)

(17,910)

(11,719)

(15,939)

Set out below is a reconciliation of movements in lease liabilities arising from financing activities:

Net outflow from decrease in lease liabilities

Movement in lease liabilities resulting from cash flows

Non-cash movements arising from initial recognition of new lease liabilities,
revisions and interest charges

Lease liabilities at beginning of period

Lease liabilities at end of period

2023
£000

312

2022
£000

264

(47)

(1,987)

(1,722)

(56)

(2,195)

(1,987)

Set out below is a reconciliation of movements in member capital accounts arising from financing activities:

Movement in member capital liabilities resulting from cash flows

Non-cash movements: allocation of profits for the year

Member capital liabilities at beginning of period

Member capital liabilities at end of period

2023
£000

3,301

(2,506)

(4,487)

(3,692)

2022
£000

3,277

(3,554)

(4,210)

(4,487)

126

NAHL Group Plc Annual Report and Accounts 2023

127

Financial StatementsFinancial Statements27 Discontinued Operations
On 25 April 2023, the Group announced the sale of its wholly owned subsidiary Homeward Legal Limited.
Homeward Legal utilises online marketing to target homebuyers and sellers in England and Wales to generate
leads and instructions which it then passes to panel law firms and surveyors in the conveyancing sector for a
fixed cost. The subsidiary is considered to be non-core to the Group's principal operations.

Consideration for the sale was finalised at £117,000 which was equivalent to the net asset value of Homeward
Legal at the date of sale. The Group incurred legal and consultancy costs amounting to £55,000 in respect of
the sale. The consideration is payable in two annual instalments in each of the two years following completion
and additionally, the Group is entitled to receive contingent consideration, contingent upon Homeward Legal
achieving certain performance milestones. The contingent consideration will be based on a share of profits
and trade debtors recovered above certain amounts. The Board believes that the contingent consideration
will not be material and has estimated the fair value as nil.

At the date of disposal, the carrying amounts of Homeward Legal’s net assets were as follows:

Property, plant and equipment

Deferred tax asset

Trade and other receivables

Cash and cash equivalents

Total assets

Trade and other creditors

Total liabilities

Net assets

The gain on disposal is calculated as:

Consideration received or receivable:

Cash

Fair value of contingent consideration

Total disposal consideration

Carrying amount of net assets sold

Gain on sale before income tax

Income tax expense on gain

Gain on sale after income tax

£000

–

255

286

(169)

117

£000

117

–

117

(117)

–

The results of these discontinued operations are included in the 2023 results up to the date of disposal, and
are presented as follows:

Consolidated statement of comprehensive income:

Revenue

Expenses

(Loss)/profit before taxation

Taxation

(Loss)/profit after taxation attributable to owners of the parent company

Consolidated cash flow statement:

Cash flows from operating activities

Cash flows from investing activities

Cash flows from financing activities

Net cash inflow

31 December
2023
£000

31 December
2022
£000

269

(318)

(49)

–

(49)

1,196

(1,183)

–

31 December
2023
£000

31 December
2022
£000

–

128

NAHL Group Plc Annual Report and Accounts 2023

129

Financial StatementsFinancial StatementsCOMPANY STATEMENT OF FINANCIAL
POSITION
at 31 December 2023

Non-current assets

Investments

Current assets

Trade and other receivables

Net assets

Equity

Share capital

Share option reserve

Share premium

Retained earnings at end of year

Shareholders’ funds

2023
£000

2022
£000

52,700

31,531

84,231

32,650

85,350

117

4,985

14,595

64,534

84,231

116

4,628

14,595

66,011

85,350

The Company loss for the year was £1,477,000 (2022: £nil).

The notes on pages 132–138 form part of these financial statements.

These financial statements were approved by the Board of Directors on 1 May 2024 and were signed on its
behalf by:

J D Saralis
Director

Company registered number: 08996352

COMPANY STATEMENT OF CHANGES IN
EQUITY
for the year ended 31 December 2023

Note

Balance at 1 January 2022

Total comprehensive
income for the year

Profit for the year

Total comprehensive
income

Transactions with owners,
recorded directly in equity

Share based payments

Issue of share capital

Balance at
31 December 2022

Total comprehensive
income for the year

Loss for the year

Total comprehensive
income

Transactions with owners,
recorded directly in equity

Share based payments

Issue of Share capital

Balance at
31 December 2023

Share
capital
£000

116

Share
option
reserve
£000

4,312

Share
premium
£000

14,595

Retained
earnings
£000

66,011

Total
equity
£000

85,034

–

316

–

316

–

116

4,628

14,595

66,011

85,350

–

357

–

(1,477)

–

357

117

4,985

14,595

64,534

84,231

COMPANY CASH FLOW STATEMENT
for the year ended 31 December 2023

Cash flows from operating activities

Loss for the year

Adjustments for:

Share based payments

Decrease/(increase) in trade and other receivables

Net cash generated from operating activities

Cash flows from financing activities

New share issue

Net cash used in financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents at 1 January

Cash and cash equivalents at 31 December

130

NAHL Group Plc Annual Report and Accounts 2023

2023
£000

2022
£000

(1,477)

–

357

1,119

(1)

–

316

(316)

–

131

Financial StatementsFinancial StatementsNOTES TO THE COMPANY FINANCIAL
STATEMENTS

1 Accounting policies
Basis of preparation
Financial Statements
The Financial Statements for the year ended
31 December 2023 have been prepared in
accordance with UK-adopted international
accounting standards (IFRS) in conformity with
the requirements of the Companies Act 2006.

The financial statements are presented in Sterling
(£) rounded to the nearest £'000.

The financial information has been prepared on a
going concern basis and under the historical cost
convention. The company has taken advantage of
the exemption allowed under Section 408 of the
Companies Act 2006 and has not presented its own
income statement in these financial statements.
The Group profit includes a loss after tax for the
parent company of £1,477,000 (2022: £nil).

Going concern
The Company had net assets of £84,231,000
(2022: £85,350,000) and net current assets of
£31,531,000 (2022: £32,650,000) as at each
year end.

Details of the Directors’ going concern assessment
for the Group and Company can be found under
‘Going Concern’ in note 1 to the Group financial
statements on page 96.

In accordance with IAS 1 the Group is required to
disclose critical accounting judgements and key
sources of estimation uncertainty.

Judgements
In applying the Company’s accounting policies,
management have not made any judgements
that have a significant impact on the amounts
recognised in the financial statements.

Estimates

Assessment of investment impairment
The Company holds an investment of £52,700,000
in its only direct subsidiary, Consumer Champion
Group Limited.

The Board has determined that the impairment
calculations are most sensitive to assumptions
regarding the growth of the business and the WACC
rate. Details of how these have been calculated
can be found in Note 11 to the Group financial
statements.

A 23% increase to the WACC rate from 10.9% to
13.4% would reduce the available headroom to zero
and if the Personal Injury profits were to reduce by
30% as per the goodwill impairment review, there
would still be ample headroom under the value
in use method to conclude that no impairment is
necessary.

New standards and amendments adopted
by the Group
The following new or amended standards
are applicable to the Group for the current
reporting period:

Amendments to IAS 1 Presentation of Financial
Statements and IFRS Practice Statement 2
Making Materiality Judgements: Disclosure of
Accounting Policies

Amendments to IAS 8 Accounting Policies, Changes
in Accounting Estimates and Errors: Definition of
Accounting Estimates

IFRS 17 Insurance Contracts (issued May 2017)
and Amendments to IFRS 17 Insurance Contracts
(Issued June 2020)

Amendments to IFRS 17 Insurance Contracts: Initial
Application of IFRS 17 and IFRS 9 – Comparative
Information (Issued December 2021)

Amendments to IAS 12 Income Taxes: Deferred Tax
related to Assets and Liabilities arising from a Single
Transaction (Issued May 2021)

Amendments to IAS 12 Income Taxes: International
Tax Reform–Pillar Two Model Rules (Issued
May 2023)

amounts in relation to those shares.

Financial assets and liabilities
The Company’s principal financial instruments
comprise trade and other receivables.

Employee share schemes
The share option plans allow employees of the
Group to acquire shares of the Company. The
fair value of options granted is recognised as an
employee expense with a corresponding increase in
equity. The fair value is measured at grant date and
spread over the period during which the employees
become unconditionally entitled to the options. The
fair value of the options granted is measured using
an option pricing model, taking into account the
terms and conditions upon which the options were
granted. The amount recognised as an expense
is adjusted to reflect the actual number of share
options that vest except where forfeiture is only
due to share prices not achieving the threshold
for vesting. The share- based payment charge
represents the charge in respect of the employees
of the Group.

Investments
Investments in subsidiary undertakings are initially
measured at cost and reviewed for indicators of
impairment annually. Where such indicators are
identified, an impairment review is undertaken.

Impairment
Financial assets
The carrying amount of the Group’s financial assets
are reviewed for impairment regularly:

None of the amendments above have had a material
effect on the amounts reported or disclosures
included in the 2023 financial statements.

Revenue
The Company acts as a holding company for
the trading subsidiaries and therefore generates
no revenue.

Classification of financial instruments
issued by the Company
Financial instruments issued by the Group are
treated as equity (i.e. forming part of equity) only
to the extent that they meet the following two
conditions:

132

NAHL Group Plc Annual Report and Accounts 2023

133

Financial StatementsFinancial StatementsTrade and other receivables
Trade and other receivables are reviewed for
impairment by applying the simplified expected
credit loss approach under IFRS 9 to measure any
impairment losses.

Non-financial assets
The carrying amounts of the Company’s non-
financial assets are reviewed at each reporting date
to determine whether there is any indication of
impairment. If any such indication exists then the
asset’s recoverable amount is estimated.

An impairment loss is recognised if the carrying
amount of an asset exceeds its estimated
recoverable amount. Impairment losses are
recognised in the income statement. Impairment
losses recognised in prior periods are assessed at
each reporting date for any indications that the loss
has decreased or no longer exists. An impairment
loss is reversed if there has been a change in the
estimates used to determine the recoverable
amount. An impairment loss is reversed only to the
extent that the asset’s carrying amount does not
exceed the carrying amount that would have been
determined, net of depreciation or amortisation, if
no impairment loss had been recognised.

Share premium account
The share premium account represents the excess
of amounts paid per share above the nominal cost of
each share.

Share option reserve
The share option reserve is the corresponding
charge to equity in respect of the IFRS 2 share-
based payment charge.

The share option reserve forms part of distributable
reserves and should the Group need to make
a distribution, the share option reserve will be
transferred to retained earnings.

Retained earnings
Retained earnings represents the cumulative
historical profits of the Company less historical
losses.

2 Operating loss
The Operating loss of £1,477,000 (2022: £nil)
consists of recharges of costs associated with the
Group being a plc. The recharges include salary
costs and fees for the 5 Group directors as well as
city consultancy and other compliance based costs.
These were previously recognised in the Group’s
subsidiary, Consumer Champion Group Limited.

3 Investments
The Company has the following investments in subsidiaries:

Name of subsidiary

Consumer Champion
Group Limited2

Bush & Company
Rehabilitation Limited2

Country of incorporation
and principal place of
business

Class of shares
held

Principal activity

Ownership

2023

2022

United Kingdom

Ordinary

Holding company

100% 100%

United Kingdom

Ordinary

Critical care services

100% 100%

NAH Holdings Limited2

United Kingdom

Ordinary

Holding company

NAH Group Ltd2

United Kingdom

Ordinary

Holding company

NAHL Support Services
Limited2

Lawyers Agency Services
Limited

United Kingdom

Ordinary

Provision of shared
services to the Group

United Kingdom

Ordinary

Dormant

Accident Helpline Limited United Kingdom

Ordinary

Dormant

NAH Support Services
Limited

United Kingdom

Ordinary

Dormant

Tiger Claims Limited

United Kingdom

Ordinary

Dormant

100% 100%

National Accident Helpline
Limited

NAH Legal Services
Limited

United Kingdom

Ordinary

Dormant

100% 100%

United Kingdom

Ordinary

Dormant

100% 100%

Searches UK Limited2

United Kingdom

Ordinary

Agency services for
solicitors

Inside Eye Limited

United Kingdom

Ordinary

Dormant

Project Jupiter Limited2

United Kingdom

Ordinary

Holding company

100% 100%

Your Law LLP1

United Kingdom

n/a

Personal Injury lawyers

75%

National Accident Law
Limited2

United Kingdom

Ordinary

Personal Injury lawyers

100% 100%

Law Together LLP1

United Kingdom

n/a

Personal Injury lawyers

50%

National Conveyancing
Partners Ltd

United Kingdom

Ordinary

Dormant

100% 100%

1. Your Law LLP and Law Together LLP are Limited Liability Partnerships. The Group, through its 100% owned subsidiary Project Jupiter Limited, is
entitled to appoint 60% of the members to the Management Board of each LLP. Profit and net assets are shared between members based on the
provisions of the partnership agreements.

2. The above 100% subsidiaries have taken the exemption from audit under section 479a of the Companies Act 2006.

The registered office of all of the above 100% subsidiaries is Bevan House, Kettering Parkway, Kettering,
Northamptonshire, NN15 6XR.

The registered office of Your Law LLP is Helmont House, Churchill Way, Cardiff, CF10 2HE.

The registered office of Law Together LLP is Suites 10S and 11S Trafford House, Chester Road, Stretford,
Manchester, M32 0RS.

134

NAHL Group Plc Annual Report and Accounts 2023

135

Financial StatementsFinancial Statements

3 Investments continued
At 31 December 2023 the value of the investment in Consumer Champion Group Limited, its only directly
owned subsidiary, was as follows:

Valuation

At 1 January 2023 and 31 December 2023

Total
£000

52,700

The Directors have determined that due to the net assets of NAHL Group plc being in excess of the market
capitalisation of the Group headed by NAHL Group plc as at 31 December 2023 then an indication of
impairment exists.

The recoverable amount of the investment has been assessed on a value in use basis using the below
assumptions behind each valuation technique. A value in use valuation is considered to be appropriate as the
investment is being held for its long-term profit potential.

Value in use
On a value in use basis the future cash flows from the investment have been assessed. The future cash flows
are considered to be the future dividends that could be generated by each subsidiary (i.e. future retained
earnings generated by each of the trading subsidiaries) using the latest budget data for the coming year and
forecasts for the next five years, discounted at a pre-tax WACC of 10.9% (2022: 10.3%). We include a terminal
value within each forecast which represents the cash flows of the subsidiaries into perpetuity with 2% growth
assumed, as permitted under IAS36 Impairment of Assets. The key assumptions under this basis are the
WACC and operating profits of each subsidiary. More details on how these have been calculated are given in
note 11, Goodwill, to the consolidated financial statements.

Under this basis the carrying value of assets is lower than the recoverable amount valued on a value in use
basis and so no impairment has been identified.

Sensitivity analysis has been performed that indicates the value in use is most sensitive to changes in
assumptions concerning the WACC rate and Personal Injury enquiry volume growth rate. Further details are
given in significant estimates on page 98.

4 Trade and other receivables

Amounts due from Group undertakings

2023
£000

2022
£000

31,531

32,650

Amounts due from Group undertakings are interest free and repayable upon demand.

5 Financial instruments
a. Amounts due from Group undertakings
Amounts due from Group undertakings are interest-free and have no credit terms attached.

The fair value of amounts owed by Group undertakings are estimated as the present value of future cash
flows, discounted at the market rate of interest at the balance sheet date if the effect is material.

Management believes the credit risk arising from these financial instruments is low on the grounds that
management have undertaken a review of recoverability as part of their IFRS 9 impairment assessment. This
assessment involves reviewing the expected future cashflows that the subsidiaries are expected to generate
and comparing these to the balances due. This assessment indicates that the subsidiaries are expected to be
able to generate sufficient future cash flows to repay the balances in full and so no impairment loss has been
identified. There have been no substantive changes in the Company’s exposure to financial instrument risks
or its objectives, policies and processes for managing and measuring those risks during the periods in this
report unless otherwise stated.

Amounts due from Group undertakings

Total financial assets

Carrying
amount

2023
£000

31,531

Fair
value

2023
£000

31,531

Carrying
amount

2022
£000

32,650

Fair
value

2022
£000

32,650

b. Capital management
The Company’s objectives when maintaining capital are to safeguard the entity’s ability to continue as a
going concern and to provide an adequate return to shareholders. Capital comprises the Company’s equity,
i.e. share capital including preference shares, share premium, own shares and retained earnings. The balance
of the Company’s capital as at 31 December 2023 was £84,231,000 (2022: 85,350,000).

6 Share capital

Number of shares

Opening: ‘A’ Ordinary Shares of £0.0025 each

Issued during the year

Closing: ‘A’ Ordinary Shares of £0.0025 each

Allotted, called up and fully paid

Opening: 46,325,222 (2022: 46,325,222) ‘A’

Ordinary Shares of £0.0025 each

Issued during the year: 569,475 (2022: nil) ‘A’ Ordinary shares of £0.0025 each

Closing: 46,894,697 (2022: 46,325,222) ‘A’ Ordinary Shares of £0.0025 each

Shares classified in equity

Opening shares classified in equity

Issued during the year

Closing balance

2023

2022

46,325,222 46,325,222

569,475

–

46,894,697 46,325,222

£000

116

117

116

117

116

–

116

–

116

The holders of ’A’ Ordinary shares are entitled to one vote per share at the meetings of the Company and to
dividends as declared in proportion to the amounts paid up on the ordinary shares.

136

NAHL Group Plc Annual Report and Accounts 2023

137

Financial StatementsFinancial Statements
7 Share based payments
The Company operates three employee share plans. Details of these can be found in note 20 to the
Group accounts.

8 Staff costs and numbers
During the year the Company employed no members of staff and incurred no staff costs. All director costs
were recharged from the company’s subsidiary, Consumer Champion Group Limited.

9 Related parties
Details of transactions with key management personnel can be found in note 25 to the Group accounts.

ADVISERS
Company registration number
08996352

Auditors
Mazars LLP
The Pinnacle
160 Midsummer Boulevard
Milton Keynes
MK9 1FF

Solicitors to the Company
Addleshaw Goddard LLP
Milton Gate
60 Chiswell Street
London
EC1Y 4AG

Bankers
Clydesdale Bank/Virgin Money
137 New Street
Birmingham
B2 4NS

Nominated adviser & broker
Allenby Capital Limited
5 St. Helen’s Place
London
EC3A 6AB

Company Registrars
Link Asset Services
34 Beckenham Road
Beckenham
Kent
BR3 4TU

Financial PR
FTI Consulting
200 Aldersgate
Aldersgate Street
London
EC1A 4HD

138

NAHL Group Plc Annual Report and Accounts 2023

139

Financial Statementsnahlgroupplc.co.uk

NAHL Group PLC
Bevan House
Kettering Parkway
Kettering Venture Park
Kettering
Northamptonshire NN15 6XR

+44 (0) 1536 527 500

investors@nahl.co.uk