Creating value 
in consumer 
legal services
NAHL Group plc Annual Report and Accounts 2015
NAHL Group plc 
Annual Report and Accounts 2015 NAHL Group plc is a leading 
consumer marketing 
business focused on the  
UK legal services market. 
Welcome to NAHL Group plc
Strategic Report
Highlights 1
Our Business 2
Our Market 4
Chairman’s Statement 6
Business Model 8
Chief Executive’s Review 10
Strategy for Growth 14
Strategy in Action – Personal Injury 16
Strategy in Action – Conveyancing 20
Strategy in Action – Critical Care 22
Chief Financial Officer’s Report 24
Principal Risks and Uncertainties 28
Our People 30
Our Community 32
Governance
Board of Directors 34
Directors’ Report 36
Corporate Governance Statement 37
Statement from the Chairman of  
the Remuneration Committee 39
Director’s Remuneration Report 40
Statement of Directors’ Responsibilities 43
Financial Statements
Independent Auditor’s Report to  
the members of NAHL Group plc 44
Consolidated Statement of 
Comprehensive Income 45
Consolidated Statement of 
Financial Position 46
Consolidated Statement of 
Changes in Equity 47
Consolidated Cash Flow Statement 48
Notes to the Financial Statements 49
Company Balance Sheet 70
Company Statement of Total  
Recognised Gains and Losses 71
Notes to the Company  
Financial Statements 72
Advisors 77
Glossary 78 Financial Statements Governance Strategic Report
1
NAHL Group plc
Annual Report and Accounts 2015
Successful diversification through 
acquisition and delivery of a strong 
financial performance.
Financial
• Revenue from continuing operations
1
 up 15.7% to £50.7m 
(2014: £43.8m)
• Underlying operating profit
2
 up 22.9% to £15.6m 
(2014: £12.7m)
• Underlying operating profit margin increased by 
1.8 percentage points to 30.8% (2014: 29.0%)
• Excellent cash conversion at 97 .4% (2014: 97 .6%)
• Adjusted net debt
3
 of £8.3m at period end (net cash of 
£1.2m at 31 December 2014)
• Basic earnings per share of 25.6p (2014: 20.6p)
• Recommended final dividend of 12.5p, increasing the total 
dividend for the year by 19.4% to 18.75p (2014: 15.70p)
Operational
• The Group has invested in and successfully diversified 
its service offerings in the wider consumer legal services 
(CLS) market through a number of acquisitions during 
the year:
• Fitzalan Partners (Fitzalan) broadens the Group’s 
operations into the UK Conveyancing services market
• Bush & Company (Bush) extends the Group’s core 
marketing and panel management expertise  
into the Critical Care segment of the fragmented  
CLS sector
• Focus within National Accident Helpline (NAH) on higher 
quality, lower volume enquiries for the Group’s  
Panel Law Firms (PLFs), driving an increase in gross 
profit margins
• Post period-end acquisition of Searches UK further 
extends our conveyancing offering to customers
60
50
30
20
40
10
0
50.7
43.8
39.7
2013 2014 2015
Revenue from continuing operations £m
£50.7m +15.7%
20
16
12
4
8
0
15.6
12.7
9.8
2013 2014 2015
Underlying operating profit £m
£15.6m +22.9%
Cash conversion %
97.4%
1. Continuing operations excludes the demerged PPI Claimline division and a legacy 
ATE insurance product used prior to enactment of the Legal Aid, Sentencing and 
Punishment of Offenders Act 2012 (LASPO) on 1 April 2013
2. Underlying operating profit excludes share based payments, amortisation of 
intangible assets acquired on business combination and one-off items
3. Net adjusted debt comprises cash and cash equivalents, borrowings and other 
payables relating to a discontinued pre-LASPO product
Highlights
80%
90%
100%
110%
Cash Conversion % Target
2013 2014 2015
106.3%
97.6%
97.4%
80%
90%
100%
110%
Cash Conversion % Target
2013 2014 2015
106.3%
97.6%
97.4% 2
NAHL Group plc
Annual Report and Accounts 2015
Personal Injury
Critical Care
NAHL Group plc is a dynamic group, 
operating across three divisions in the UK 
consumer legal services market.
Our Business
NAHL Group 2016
Conveyancing Financial Statements Governance Strategic Report
3
NAHL Group plc
Annual Report and Accounts 2015
198
Employees
NAHL Group plc Timeline 
NAHL Group plc floated on AIM
May 2014
Fitzalan acquired (founded in 2011)
February 2015
Best Value Conveyancing brand 
(founded by Bird & Co in 2011) 
acquired by Fitzalan
July 2015
Bush acquired (founded in 1986)
October 2015
Searches UK (founded in 2008) 
acquired by Fitzalan
January 2016
Our Vision
T o be the UK’s leading marketing 
and services provider to our chosen 
legal markets.
Our Mission
T o be partner of choice for 
 law firms wanting to:
• attract and retain customers;
• utilise best-in-class products  
and services;
• optimise business performance.
Our values
We are curious
We question the status quo, 
seek to understand our 
customers and resolve how 
we could do things better  
for them.
We are driven
We value achieving results, 
we strive to make them 
happen, we want to build 
something meaningful and 
have fun while we do it.
We are passionate
We care about what we do 
and how we do it, we 
empathise with our 
customers and keep our 
promises.
We are unified
We are one team committed 
to acting with integrity, taking 
individual responsibility for 
our actions whilst trusting 
and respecting each other.
4
Acquisitions:
Fitzalan, Best Value 
Conveyancing, Bush  
and Searches UK 4
NAHL Group plc
Annual Report and Accounts 2015
7.1
5.8
13.7
11.6
2.1
1.9
4.8
4.1
2,494
1,033
944
886
553
531
Area of consumer law £m
1
NAH market share %
3
Consumer Legal Services 
All of the main CLS markets have similar characteristics in 
that they are highly fragmented and consumers, as recent 
research by the Law Society highlighted, are somewhat 
confused about who to approach. 
We believe that making the best in legal services and 
support accessible to everyone is important, and that doing 
so in an ethical way, with the consumer at the heart of what 
we do, is paramount to providing an excellent service and 
helping consumers to navigate through a complex process.
Our three divisions focus on the two largest CLS markets, 
PI and Conveyancing, which are valued at over £3.5bn and 
have thousands of potential customers actively involved.  
In the immediate future we are looking to grow what are 
relatively small market shares in both sectors.
We believe that, over time, there may be opportunities to 
gain a foothold in other segments of CLS, but this is not our 
prime focus in 2016.
Personal Injury
The PI market remains relatively static with just under one 
million claims registered in 2014/15
2
, a slight reduction 
compared to 2013/14. Many of the 2,700 firms carrying out 
PI work are multi-disciplinary, and only 63 firms were ABSs, 
indicating that the market remains largely in the hands of 
traditional partnership law firms. 
Of the total PI claims per annum, the largest proportion 
remains in the area of Road Traffic Accidents (RTA). NAH 
has continued its strategy of growing share across all claim 
types and, in particular, strengthening market shares in the 
higher value non-RTA areas. RTA has always been a smaller 
part of the division and is the area where we have the 
smallest share.
The Chancellor’s Autumn Statement contained a number 
of proposed changes impacting PI claims which will be 
subject to a period of consultation and review. This will 
undoubtedly lead to a period of market uncertainty and 
may mean some law firms reviewing investment in the  
PI sector, possibly resulting in some demand instability. 
However, none of these changes are aimed at reducing the 
rights of a genuine claimant and undoubtedly the market 
will adapt, which will create opportunities for the stronger 
ethical players.
The Group operates in the large and 
highly fragmented CLS market and has 
been focused on Personal Injury (PI) – 
the largest of the CLS segments –  
Conveyancing and Critical Care.
 Personal Injury
  Re s i d e n t i a l 
Conveyancing
 Family
 Employment
 Wills and Trusts
 Probate
  To March 2014
 To March 2015
Clinical 
Negligence Non RTA RTA Total
Our Market Financial Statements Governance Strategic Report
5
NAHL Group plc
Annual Report and Accounts 2015
     
1,033,880
94,650
49,880
23,330
Number of residential property transactions 
(above £40,000) 2014/2015
Critical Care
The serious and catastrophic injury market is a subset of  
PI and also highly fragmented with many small providers. 
For claims above £500,000 the market is worth £85m
4
  
growing at 1.4% p.a, in which Bush holds a 10% share.
The market for claims above £250,000 is significantly 
larger and presents opportunities for Bush in the future,  
so a combined market share growth and market 
development strategy will serve us well.
Conveyancing
There are over 4,750 law firms working in residential 
conveyancing and in 2014/15 UK residential property 
transactions reached 1.2m
5
 (before seasonal adjustments).
The housing market continues to improve and  
demand is still strong in most areas of conveyancing  
with mortgage lending at its highest since 2008
6
.  
We anticipate that in 2016 we will see a push to make  
the conveyancing process more consumer friendly  
with conveyancing firms looking to change their  
processes and developing a greater online presence  
and customer-focused approach. Fitzalan is well 
positioned to benefit from these developments.
 England
  Sc o t l a nd
 Wales
 Northern Ireland
1 The Future of Legal Services, The Law Society of England and Wales 
– January 2016
2 Cases registered to CRU, Department for Work and Pensions – April 2015
3 CRU analysis 2015 and management estimates
4 NAHL Group plc commissioned research – December 2015
5 Office of National Statistics – January 2016
6 Modern Law Magazine, The Future of Conveyancing – February 2016
“There remains a great deal of uncertainty amongst 
consumers about different types of lawyer and legal 
businesses. It is currently very difficult, even for 
knowledgeable consumers, to work out which provider 
is the most appropriate for their particular issue. 
1
” 6
NAHL Group plc
Annual Report and Accounts 2015
Steve Halbert
Chairman
The business has seen considerable 
change during 2015 and delivered 
excellent results.
Summary of financial performance
NAHL Group plc has performed well during 2015, 
with revenue up 15.7% to £50.7m (2014: £43.8m), 
delivering an increase in profit before tax of 
15.6% to £14.0m (2014: £12.1m), after share 
based payments, amortisation of intangible 
assets acquired on business combination and 
one-off items of £1.5m (2014: £0.9m). Earnings 
per share increased 24.3% to 25.6p (2014: 20.6p).
During the year, the Group acquired Fitzalan  
and Best Value Conveyancing (BVC), which 
provide marketing services in the residential 
conveyancing sector, and Bush which  
provides specialist critical care services in  
the catastrophic and serious injury market. 
Aggregate consideration for these acquisitions 
was £28.1m, net of cash acquired, financed  
by the issue of new shares for £14.3m, net of 
expenses, and the balance in cash from the 
Group’s cash resources and bank facilities.
These acquisitions contributed £5.6m of revenue 
in the year and profit before tax of £1.5m. 
Balance sheet and final dividend
NAH, which provides marketing services to the  
PI sector, and Fitzalan are both highly cash 
generative. The cash flow for Bush, which is at a 
slightly lower cash conversion, did not materially 
impact our cash generation ratios in the year, 
with operating cash generation of £15.2m, which 
represents a 97.4% conversion of operating 
profit into cash (2014: 97.6%).
Our balance sheet remains strong and at the 
year-end, we had adjusted net debt
1
 of £8.3m 
(2014: net cash £1.2m).
The Board proposes, subject to approval of 
shareholders at the Annual General Meeting to 
be held on 25 May 2016, a final dividend of 12.5p 
per share payable on 31 May 2016 to ordinary 
shareholders registered on 22 April 2016. 
Together with our interim dividend already paid 
of 6.25p per share, this increases the total 
proposed distributions for the year by 19.4% to 
18.75p per share (2014: 15.7p).
Chairman’s Statement
1 Net adjusted debt comprises cash and cash equivalents, borrowings and other payables relating to a discontinued pre-LASPO product Financial Statements Governance Strategic Report
7
NAHL Group plc
Annual Report and Accounts 2015
Division review: Personal Injury
NAH has performed well in 2015, delivering profit before tax of 
£15.6m from revenue of £45.1m, representing increases of 
8.8% and 2.8% respectively. These results reflect a forecast 
reduction in revenue in the second half, offset by an increase in 
gross margins. A combination of market factors in the second 
half led us to tightly manage our volumes to ensure we were 
able to deliver cost effective, high quality enquiries for our  
PLFs, a strategy which we continue to pursue, as we work  
with our key, larger PLFs to develop more significant but  
fewer PLF relationships. 
In November 2015, the Chancellor, in his Autumn Statement, 
announced, inter alia, proposals to restrict consumers’ 
eligibility for compensation for low value whiplash injury, along 
with plans to consult on transferring PI claims of up to £5,000 
to the small claims court. The proposals will be subject to a 
detailed period of consultation and we anticipate there will be 
some short-term market volatility whilst the regulatory position 
is clarified. We have seen a number of law firms decide to 
withdraw from the PI market as a consequence.
We do not expect the consumer’s requirement to be able to 
access justice to alter significantly, although we do anticipate 
that marketing expenditure, both TV and digital, will reduce in 
the sector, which is likely to result in some reduction in overall 
case volumes in 2016.
The division’s results in 2015 reflect a strong trading 
performance, with enquiry quality rather than volume taking 
precedence, with a consequential reduction in product income. 
This in turn has helped to drive an increase in gross profit 
margins and we continue to deliver a rich mix of enquiries 
focused on higher value categories to our PLFs.
Division review: Conveyancing
Since the acquisition of Fitzalan in February 2015, our 
conveyancing lead generation division has performed well. It 
has achieved our profit expectations, contributing profit before 
tax of £0.8m from revenue of £3.5m in the year. During the year 
we added a small bolt on acquisition, BVC, and in January 2016 
completed the acquisition of Searches UK for a cash 
consideration of up to £2.1m.
The establishment of our residential conveyancing division fits 
well with our existing strategy of applying marketing, digital and 
call handling expertise to complementary markets within the 
broader CLS sector. 
Division review: Critical Care
Acquired in October 2015, Bush is one of the UK’s leading 
providers of expert witness, immediate needs assessment and 
case management services, providing services to injured 
people, solicitors and insurance companies. Bush specialises in 
catastrophic and serious injury cases and provides the Group 
with access to another aligned CLS market.
Since the acquisition, Bush has continued to perform well and 
in 2015 delivered £0.6m profit before tax on revenue of £2.1m.
Looking ahead
PI continues to account for the largest part of our business, by 
revenue and profit, and is well placed to respond to changing 
market conditions. Our strong brand recognition and digital 
expertise help reinforce our position as market leader.
The forthcoming consultation on small claims following the 
Chancellor’s Autumn Statement of November 2015 is leading to 
some market uncertainty, which will manifest itself in reduced 
demand levels from PLFs for PI cases in the short term. We are 
cautious about the short-term prospects at NAH and plan to 
generate reduced volumes of enquiries in 2016 compared with 
2015. We expect this will lead to a contraction in NAH profits  
in 2016.
Looking to 2017, we believe that some regulatory change in PI is 
inevitable and we expect to see a restructuring of how smaller 
claims are handled. This will create new business opportunities 
for NAH.
During 2015, we have invested in and successfully diversified 
our service offerings in the wider CLS market, and our 
Conveyancing and Critical Care divisions have performed well 
and provide exciting growth opportunities.
The anticipated continued strong performance of Fitzalan and 
Bush combined with the expected performance in our core 
NAH business should deliver earnings growth in the current 
financial year for the Group overall, albeit marginally below 
market expectations.
The business has seen considerable change during 2015 and 
delivered excellent results. I would like to thank our employees 
for their continued support and contribution to our success.
We look forward to the challenges and opportunities ahead. 
Steve Halbert
Chairman
21 March 2016 8
NAHL Group plc
Annual Report and Accounts 2015
NAHL Group plc generates its revenues 
from services provided primarily to the 
legal profession. These services can be 
divided into three main categories:
Business Model
Marketing services
Both NAH and Fitzalan act on behalf of solicitors and 
surveyors by attracting consumers, discussing and assessing 
their needs and forwarding them to a suitably qualified firm 
based on geography, capability or a combination of both.  
The law firms pay for these services either via a proportional 
share of the overall costs (PI) or a fee per finalised instruction 
(Conveyancing).
Product provision
Due to their scale and reputation, our divisions are able to 
negotiate competitive deals and service levels for a range of 
products that are needed to support the claim or transaction. 
These include medicals and ATE insurance. We then receive a 
commission from the supplier for each of the products used.
Services provision
Some services are provided directly to the consumer on behalf 
of our legal customers. These include expert witness, immediate 
needs assessment and case management services provided by 
Bush and recently the addition of searches through Searches 
UK. In these instances revenue is earned once the service has 
been provided and we are instructed by the solicitor.
This broadening of our business model in the last year  
is a direct result of our strategic focus and enables us to  
build a broader offering to a large customer population.  
The combination of some of these services will also enable  
us to target new markets and B2B relationships with a 
comprehensive range of solutions.
Our ethics
Following on from the Stop Nuisance Calls campaign, 
launched by NAH in 2014, in 2015 we launched an Ethical 
Marketing Charter to promote marketing best practice.  
The Charter now has close to 60 signatories, including 
leading law firms and claims management companies 
(CMCs) and backing from the Legal Ombudsman, the 
Association of Personal Injury Lawyers and the Head  
of Claims Management Regulation within the Ministry  
of Justice.
The Charter has one simple aim, to align the industry to  
the same ethical marketing ethos. None of our divisions 
cold call or cold email/text.  Despite this, at NAH alone we 
received over 2,000 complaints from consumers who had 
received unsolicited calls emails/texts from companies.  
We capture relevant information from the complainant  
and pass this on to the Information Commissioner’s  
Officer to investigate further.
At Bush, our ethics are centred on clinical independence 
and objectivity in supporting both claimant and defendant 
solicitors. It is this independence that ensures we act 
ethically on behalf of those who require our services.  
The Company is a registered Domiciliary Care service 
accredited with the Care Quality Commission, adhering 
to stringent quality measures.  Financial Statements Governance Strategic Report
9
NAHL Group plc
Annual Report and Accounts 2015
Leads Generated
220,000+
Solicitor Relationships
850+
Consumers Supported
100,000+
Client
Claimant
Defendant & Claimant Solicitors
Solicitors & Surveyors
Panel Law Firms
Opportunity
Investment
Support & Expertise
Customer
Critical Care (Bush)
Conveyancing (Fitzalan)
 Personal Injury (NAH) 10
NAHL Group plc
Annual Report and Accounts 2015
Chief Executive’s Review
2015 saw continued growth 
and we are pleased to report  
a strong set of results. 
Overview
The Group’s performance has been achieved 
through both organic growth within our core PI 
division and the positive contributions from our 
earnings-enhancing acquisitions.
The period under review saw the Group develop 
into a broader, more diversified business 
through the acquisitions of Fitzalan, a specialist 
in Conveyancing services, and Bush, one of the 
UK’s leading Critical Care businesses providing 
specialist services to the catastrophic and 
serious injury market. These acquisitions are in 
line with our strategic vision of being the UK’s 
leading marketing and services provider in our 
chosen legal markets.
Our continued commitment to providing 
consumers with access to the very best in legal 
and support services remains at the heart of 
our business, and our continuous focus on 
highly ethical marketing practices supports our 
market leadership position.
Russell Atkinson
Chief Executive Officer Financial Statements Governance Strategic Report
11
NAHL Group plc
Annual Report and Accounts 2015
Results 
The Group traded well during 2015 and we are pleased to 
have delivered continuing underlying operating profit
1
 growth 
of 22.9% from turnover of £50.7m, up 15.7%.
NAH, the Group’s marketing services provider to the PI market, 
adapted to market conditions by focusing on higher quality, 
lower volume enquiries during the second half of the year. 
Whilst, as expected, this reduced the division’s second half 
revenue, this was offset by an increase in gross profit margins. 
Fitzalan, the Group’s Conveyancing division, has integrated 
well since its acquisition in February 2015 and continues to 
make good progress. Bush, acquired in October 2015, has 
made a solid start in its first 10 weeks of trading as part of 
the Group and performed in line with plan. Since the period 
end the Group announced the acquisition of Searches UK, a 
leading search provider, which forms part of our 
Conveyancing segment and provides opportunities for 
further growth through an enhanced service offering.
The Group continued to be highly cash generative during the 
year and the Board remains committed to a progressive 
dividend policy.
Market overview
The Group operates in the large and highly fragmented CLS 
market and focuses on the largest of the CLS segments, PI, 
along with Critical Care and Conveyancing. In each of the 
sectors we operate in, all of which are highly fragmented 
markets, we hold a strong position but retain relatively small 
market shares.
The PI market has approximately one million claims per 
annum and remains relatively static in terms of market size. 
The largest proportion of claims, over 76%, remain in the 
area of RTAs (25% of enquiries), but NAH has continued its 
strategy of growing share across all claim types and retaining 
strong market shares in the higher value non-RTA areas.
The Chancellor’s Autumn Statement contained a number of 
proposed changes impacting PI claims, which will be subject 
to a period of consultation and review. We expect there to be 
a period of uncertainty as the Government’s plans are 
clarified. This will lead to some law firms reviewing their 
investments in the PI sector and it is likely that some demand 
reduction will result. NAH will be more cautious in our 
approach to enquiry generation. In the longer term, there will 
continue to be a large number of people in the UK who 
require access to justice and will require the services of a 
company such as NAH to assist them.
As the market leader today with a predominant focus away 
from lower value RTA claims, NAH is well positioned to 
remain at the forefront of the market change. We intend to 
continue to work with stronger, more process focused PLFs 
on higher value cases. For lower value cases, we will explore 
with vigour the new business opportunities that will emerge, 
once we have more certainty on the regulatory backdrop.
Turning to Bush and the catastrophic injury market, we 
estimate that this is valued at approximately £85m
2
 
(2014/15), and growing. We have a 10% market share and are 
actively pursuing a number of growth initiatives. 
In Conveyancing, there are approximately 2.0m residential 
conveyancing transactions in the UK annually. Fitzalan has 
taken a leading position in the small but growing online 
marketing led conveyancing area, which is estimated to 
constitute less than 6% of the total market.
Brand
The Group’s brands are a core asset of the business.  
NAH remains the leading brand in PI and continues to have 
market-leading metrics for trust, search and click-through 
rates
3
. In addition we have become more active on social 
media and have continued to progress our Ethical Marketing 
Charter with almost 60 firms, including some of our direct 
competitors, signing up to this important initiative.
At Fitzalan, our main internet brands, Homeward Legal, 
Fridays Move, In-Deed and Surveyor Local have been 
supplemented by the purchase of BVC, adding incremental 
volume to the business.
The Bush brand has, for over 30 years, been recognised for 
clinical independence and quality and we will continue to 
reinforce this reputation.
   
These brands and internet properties remain a core aspect 
of what we do and how we attract consumers so we retain a 
sharp focus on ensuring that they mature and develop.
1  Underlying operating profit excludes share based payments, 
amortisation of intangible assets acquired on business combination 
and one-off items
2 NAHL Group plc commissioned research – December 2015
3 Brand Tracking Data – December 2015 12
NAHL Group plc
Annual Report and Accounts 2015
Chief Executive’s Review continued
Customers
The Group now serves a broader market of law firms. 
Historically, we have been focused on the claimant PI sector 
but, as a result of our acquisition activity, we now serve firms 
on both the claimant and defendant sides as well as a range  
of conveyancers and surveyors. This expansion and 
diversification of our customer base opens further 
opportunities to support our markets with a wider  
product range.
The NAH panel has continued to evolve during the year as 
we continue to focus on strategic relationships with key 
volume players in PI. This evolution is expected to continue 
as PLFs adapt to the current uncertainties of anticipated 
regulatory changes.
Bush is recognised for its clinical independence and will 
continue to serve both claimant and defendant solicitors  
with high quality services designed around the needs of the 
individual. With a customer base of over 650 solicitors, the 
Company has the opportunity for further growth driven by a 
more focused approach to business development.
Fitzalan has over 150 PLFs and over 80 surveyors,  
enabling us to ensure unrivalled national coverage for  
our consumers.
Products
Within NAH, medical product revenues were impacted  
by the introduction of the Medco process in April 2015. 
However, we were able to introduce a new After the Event 
(ATE) product, which was well received and resulted in 
growth on the previous year in this category. Product usage 
is an area that we continue to focus on and recognise that 
reduced enquiry volumes will have an impact. 
Within Fitzalan we have been developing a number of 
initiatives including the Solicitors Pre Auction Report 
(SPAR) and lease extensions. Such products broaden our 
appeal and support growth. The addition of Searches UK  
in January 2016 also adds an important product set that 
complements and enhances the offering that Fitzalan  
can make to its partners.
Bush already offers a mature and market-leading service 
proposition and we will continue to review opportunities to 
develop these services by expanding into adjacent markets 
and lower value cases. Our focus on supporting the team 
with enhanced business development and clinical resource 
will enable Bush to continue to grow.
Operations
The Group now has four offices across the UK including  
two contact centres from our sites in Kettering and London.
The focus at NAH continues to be ensuring that we pass  
on only cases with real merit and that the quality of those 
cases remains of the highest order. During the second half 
of 2015 we have been focusing on a smaller number of 
higher quality enquiries to enhance our profitability.
Following the acquisition of Fitzalan we invested in new 
offices in Chancery Lane, London, to ensure that we have 
capacity for growth and an excellent working environment. 
The acquisition of Searches UK means we now have an 
operating hub in Sussex covering all activity in support  
of our searches business.
Our Daventry office is the operational centre of Bush and  
is staffed by experienced personnel who support our 
customers and field-based consultants and experts.
People
Our people are what make us who we are and form the 
cornerstone of our success as a business. During the course 
of the year we have grown employee numbers, as a result of 
our acquisitions. This expansion enables us to offer better 
career progression to employees within our teams. I am 
delighted that we have already been able to make two 
important appointments within the Group from  
existing teams.
In early 2015 we were also awarded the Investors in  
People (IiP) standard and have continued our Employee 
Development Programme, seeing a number of participants 
move into broader roles as a result of this initiative.
We have also adopted the Paul Bush Foundation as our 
chosen charity for 2016 which enhances understanding 
across the Group of the great work we do for seriously  
injured individuals. Financial Statements Governance Strategic Report
13
NAHL Group plc
Annual Report and Accounts 2015
Outlook
The Group has developed considerably through acquisitions 
during the last 12 months.
Whilst our PI division represents the largest proportion  
of our revenue and profit, we have been able to make four 
acquisitions that enhance our offering and move us into 
different segments of the CLS market that we serve; giving  
us firmer foundations and a broader range of opportunities 
as we build earnings in aligned business areas.
We will continue, as a result of our excellent cash generation, 
to review strategic growth opportunities as they arise. 
NAH has performed well. 2016 will be a year of consolidation 
until the exact nature of the regulatory changes are clarified. 
However, with our marketing expertise and market-leading 
brand strength, we remain optimistic about the medium-term 
opportunities that will undoubtedly arise.
Fitzalan is well positioned to take a greater share of a  
market that is ready for new players with innovative ideas, 
and we anticipate an exciting year ahead for this business.
Bush has an established leadership position and has significant 
ability to develop its market share and also expand into adjacent 
markets with a simplified service offering.
As a more diverse Group, I look forward to meeting the 
challenges and opportunities that 2016 will provide.
Russell Atkinson
Chief Executive Officer
21 March 2016 14
NAHL Group plc
Annual Report and Accounts 2015
Strategy for Growth
Our ability to offer our customers the  
quality of service that we do is down  
to our understanding of the needs of  
the consumer . 
We have grown our market share in each of the key 
segments in which we operate and, despite our  
leadership position in PI and Critical Care, we have  
further opportunity to grow our share in what are large  
and fragmented markets.
In Conveyancing we can increase our business as more 
people become familiar with getting quotes and 
transacting online. In Critical Care, we can move into 
adjacent higher volume markets through the provision  
of fixed cost reports, whilst in PI, we have the opportunity, 
depending on how the new regulatory framework settles,  
to take a leading position in supporting consumers to  
make small claims.
We now have a much broader customer base and can 
continue to develop our partnerships with law firms, 
insurance companies and other B2B partners to offer  
our services to consumers. 
These partnerships are important to our success and  
each of our divisions have specific skilled business 
development teams focused on developing mutually 
beneficial relationships with our partners. These business 
teams will focus on selling to a broader range of customers, 
for example NAH customers who do not currently use 
Bush, or new B2B relationships with Estate Agency 
customers at Fitzalan.
Market  
share growth
Partnership 
development
One Two
In each of our divisions, we provide excellence in support of a claim, case  
or transaction. This has been a consistent theme for many years and is  
the foundation of our growth, based on the following four strategic pillars: Financial Statements Governance Strategic Report
15
NAHL Group plc
Annual Report and Accounts 2015
Products and services are an important profit generator 
for the Group. 
In PI we have already introduced new and innovative ATE 
products and have prepared, tested and launched a new 
type of medical negligence screening service that will 
enable us to take advantage of the opportunity provided 
by any new fixed fee regime in this area.
In Conveyancing new initiatives such as SPAR and 
commercial conveyancing offer us our first toehold in  
new territories within a very large market, and specialist 
services such as lease extensions make us relevant to  
this particular sub-category.
In our Critical Care division we are actively looking to 
expand into slightly lower value cases through the 
provision of a new type of fixed cost expert report.
Such new initiatives will be a continual part of our growth 
strategy across the Group as we look to capitalise on the 
opportunities provided.
Having made four acquisitions since flotation we continue 
to review the opportunities provided to utilise the cash 
generated by the business, to target right-sized income 
generative acquisitions. Such acquisitions are likely to be 
small in number but will be focused on adding further value 
to our core divisions.
Product and service 
development
Targeted 
acquisitions
Three Four 16
NAHL Group plc
Annual Report and Accounts 2015
Strategy in Action
Personal Injury
NAH, the Group’s PI division, is the most 
searched for and trusted PI brand.
1
Through a UK-based Contact Centre and strong 
marketing presence, NAH listens to consumers and 
provides dedicated support when they need it most; using 
experience gained over 22 years to determine if they have 
a genuine claim and connect them to an expert solicitor.
Marketing expertise
During 2015, NAH’s marketing expertise saw the 
Company build on the success of its recent campaigns 
and continue to adapt its marketing message to reflect 
the changing dynamic of the market.
Digital marketing channels were developed during the 
year with the launch of a fresh and responsive NAH 
website, followed by similar developments to NAH’s 
underdog.co.uk site. 
The developments were made in response to changing 
consumer behaviour, in terms of how they interact with 
NAH through mobile and tablet devices and through 
social media channels which continue to increase in 
importance. 
On average, 89% of our consumers choose to visit us 
online and of those, over 60% start their claim using  
our online claim form; providing a prompt service for  
the consumer and supporting conversion rates across  
the Contact Centre.
The speed at which NAH responds to these online 
connections was also acknowledged during the year. 
Following a research project conducted by leading cloud- 
based sales technology company, InsideSales.com where 
in excess of 1,400 companies were secret-shopped,  
NAH was named in the top three at the European 
Response Awards.
Panel development 
We continued to develop our panel relationships, 
targeting a smaller number of larger law firms. Our 
network still comprises four key panel structures and 
we’ve continued to evolve these to ensure the right  
claims are processed by the right partners.
PI panel: covering employment liability, occupier liability, 
public liability and RTA cases.
Medical negligence panel: covering medical negligence 
cases which are more complex and specialised.
 
Specialist panel: covering a number of different enquiry 
types which fall outside the other panels, such as 
industrial disease and international cases.
Associate panel: this panel does not take enquiries  
from NAH, but takes products such as ATE insurance. 
Changing lives
In 2015, NAH continued to connect consumers to  
our panel of 37 specialist law firms across the UK.
Many of these interactions saw NAH’s Legal Services 
Advisors (LSAs) change the lives of those who have 
suffered an injury through no fault of their own.
2016 outlook
The outlook for 2016 will be governed by the consultation 
outcome in response to the 2015 Autumn Statement but 
NAH remains confident that it can continue to inform 
these outcomes and shape the future of the PI landscape. 
See page 18 on Thought Leadership.
Large panel relationships will continue to grow as the 
division’s business model adapts to external influences 
and remains one step ahead in helping consumers gain 
access to justice.
60%
of consumers start their claim online Financial Statements Governance Strategic Report
17
NAHL Group plc
Annual Report and Accounts 2015
Welder Michael Lewis was injured at work when an 
80kg metal plate used for making lorry wheels fell 
on his foot, fracturing his metatarsals. Following 
the accident, Michael was on crutches for six 
weeks and unable to work for three months.
“National Accident Helpline were brilliant. They 
talked me through it and got me the solicitors, 
who were also brilliant. They kept me informed 
on everything and I was really happy with the 
service. I would recommend them. I found it 
easy because they talked in normal language, 
with no big words and I could understand them. 
There was nothing technical about them.  
The paperwork was really straightforward.”
An agreement was reached and Michael was 
awarded £7,000 in compensation.
“The compensation helped me get through and 
keep my head above water. It became my 
lifeline, without a doubt.”
1   Brand Tracking Data – December 2015 18
NAHL Group plc
Annual Report and Accounts 2015
Shaping the landscape of the Personal  
Injury sector
Thought leadership remains central to our work in the  
PI arena and throughout 2015 NAH played an active part 
in a number of consultations and lobbying initiatives. 
NAH’s focus is on leading the industry in promoting 
ethical standards whilst taking steps to ensure that 
access to justice is not compromised  
by legislative and regulatory change. 
Strategy in Action
Thought Leadership Financial Statements Governance Strategic Report
19
NAHL Group plc
Annual Report and Accounts 2015
Fraud Taskforce – tackling fraudulent 
behaviour to protect honest consumers
In 2015, NAH was invited to join the Personal Injury 
Working Group of the Government’s Fraud Taskforce, set 
up to investigate the causes of fraudulent behaviour and 
recommend solutions to reduce the level of insurance 
fraud, ultimately lowering costs and protecting the 
interests of honest consumers.
 
The Working Group’s remit was to look at specific issues 
relating to PI claims, made up of representatives from 
the Association of Personal Injury Lawyers (APIL), the 
Motor Accident Solicitors Society (MASS), NAH, BLM 
Law, Covéa Insurance and Aviva Insurance.
As part of the debate, NAH were a key source of 
information and insight and contributed to the 
recommendations of the Working Group including:
• stronger cross-sector collaboration;
• a clamp down on high-pressure marketing tactics;
• discouraging ‘exaggerated or fraudulent late claims’;
• discouraging pre-medical offers;
• improving solicitor conduct;
• implementing stronger regulation of CMCs;
• encouraging collaboration between regulators  
of nuisance calls; and
• establishing a legacy vehicle.
Supporting the consultation
Towards the end of 2015, the Chancellor’s Autumn 
Statement set out the Government’s proposals to 
restrict sufferers of minor whiplash injuries, ability to 
claim compensation and an intention to increase the 
limit for small claims from £1,000 to £5,000.
NAH will actively contribute to the consultation process, 
with the aim of ensuring a fair outcome for genuine 
accident victims.
NAH led the way by launching the Ethical 
Marketing Charter across the sector in 2015  
to help eliminate unethical marketing practices 
within the sector.
To date, the Charter has almost 60 signatories 
including leading law firms and CMCs and 
backing from the Legal Ombudsman, APIL and 
the Head of Claims Management Regulation 
within the Ministry of Justice.
The Charter has received cross party support 
and in October, parliamentarians, including the 
Shadow Minister for Justice, joined 
representatives from across the sector at a 
Parliamentary Roundtable, organised by NAH  
to discuss how to build further momentum 
behind the Charter.
Attendees, including the Solicitors Regulation 
Authority and Direct Marketing Association,  
were united in their view that further action is 
required to tackle unethical marketing, and there 
was a strong consensus behind several key 
actions that will help to clamp-down on rogue 
firms and improve protection for consumers.  20
NAHL Group plc
Annual Report and Accounts 2015
Fridaysmove, Homeward Legal, In-Deed; Surveyor  
Local and Best Value Conveyancing 
Through our web-based platforms, prospective home 
buyers and sellers are able to obtain quotes for a number 
of residential and commercial conveyancing and survey 
services such as lease extensions, which are notoriously 
complex processes. The team at Fitzalan will then 
convert these enquiries into packaged instructions for 
their panel of law firms or surveyors. 
Developing products and services
In 2015, Fitzalan focused on the development of products 
and services that not only provide assurance and 
confidence for homebuyers but also aim to support 
solicitor and surveyor conversion rates in line with the 
Group’s mission to be the partner of choice. 
A new service in December 2015 was the implementation 
of a SPAR service. This new service enables consumers 
to order a detailed report prior to financially committing 
to the purchase of a property at auction. 
This is then promptly checked by one of Fitzalan’s 
solicitors to identify potential obstacles to the purchase 
and how these can be overcome, as well as any essential 
missing information.
This connection between the solicitor and consumer then 
benefits both parties further along the conveyancing 
process, providing consistency, speed and accuracy.
During 2015, Fitzalan also responded to solicitor 
feedback and changing buyer and seller behaviour with 
the introduction of The Conveyancing Exchange, a quote 
and sales white label service which uses the engine of 
Fitzalan’s core offering (qualified leads for solicitors).
Through The Conveyancing Exchange solicitors have the 
direct opportunity to generate client instructions via their 
own website, therefore creating an increased online 
presence in which to generate work and maximise 
business performance with the support of Fitzalan’s 
dedicated sales team. In a survey conducted by TM Group 
(‘Customer Service Home Truths’ September 2015
1
), 
research showed that 31% of conveyancers offered no 
quotation for their services at all and a further 24% gave a 
quote over the phone but failed to follow this up.
Law firms have reported that they are impressed with the 
opportunity this tool provides them: the ability to use 
their own pricing parameters with the use of Fitzalan’s 
in-house team to handle the sales process and convert 
leads into fully qualified, packaged instructions.
Further developments saw the setup of Fixed Fee 
Commercial Conveyancing, adding to the portfolio of 
legal services and meaning the division is now able  
to quote fixed fees to prospective clients looking for 
commercial solicitors. Historically, commercial leases 
and business acquisitions have been difficult and time 
consuming for all involved. Fitzalan’s expertise around 
the complexities of this process, speed to respond and 
ability to provide fully packaged instructions provides  
a solution of convenience plus time and therefore  
cost savings.
1
  TM Group Research Customer Service Home Truths - 
September 2015
Strategy in Action
93% 
of solicitor firms do not attempt to close 
business over the phone
31% 
of conveyancers did not offer a quote 
over the phone
24%  
of conveyancers who offered a quote 
over the phone failed to follow up with 
paperwork
Fitzalan is the Group’s Conveyancing 
division, supporting home buyers and 
sellers across England and Wales through 
its five web-based platforms. 
Conveyancing
Customer Service Home T ruths
1 Financial Statements Governance Strategic Report
21
NAHL Group plc
Annual Report and Accounts 2015
Customer Service Home T ruths
1
Fitzalan Partners
96,000
consumer contacts in 2015
17,000 
consumers helped in 2015
230 
solicitors and surveyors serviced in 2015
Comprehensive and tailored provision
In January 2016, Fitzalan acquired Searches UK. 
Established in 2008, based in Sussex, they are a 
leading conveyancing search provider in England  
and Wales, predominantly for residential property 
transactions.
The Company acts as a service provider to over 140 
solicitors and licensed conveyancers, providing search 
information across six core product categories: Local 
Authority, Drainage & Water, Environmental, Chancel, 
Planning and Flood. Searches UK uses a nationwide 
network of search agents to provide the relevant 
search reports.
The acquisition will allow Fitzalan to feed existing 
search leads through Searches UK and harmonise 
solicitor and conveyancer relationships across both 
businesses, providing key growth opportunities.
1   TM Group, Mystery Shopping Research over 100 conveyancing firms – September 2015 22
NAHL Group plc
Annual Report and Accounts 2015
Strategy in Action
Bush is one of the UK’s leading providers of 
expert witness, immediate needs assessment 
and case management services. 
For 30 years Bush has provided a service to injured 
people, to solicitors and to insurance companies. 
Specialising in catastrophic and serious injury  
cases, it acts on referral from the injured person  
or by instruction from the claimant or defendant 
representative and prides itself on providing  
distinct clinical independence and integrity.
Specialist knowledge
Bush has over 135 Expert Witness and Case Management 
consultants based across the UK, who are specialists in 
their field. All Expert Witnesses have at least 10 years 
front-line experience and all case managers have at least 
seven years’ front-line experience, in either the health or 
social care sector, and can undertake the assessment of 
adults and/or children following accidents resulting in 
disabilities such as spinal cord injury, acquired brain injury, 
amputation, orthopaedic injury and sensory impairment.
Assessment and case management services provide 
support on the rehabilitation journey of an injured person, 
with a unique Employment Support Service. The service 
takes the strain out of the recruitment of carers and 
provides payroll services and rehabilitation support  
plans for clients and their financial deputies. In the last  
Care Quality Commission inspection, the service was 
graded as excellent, with no recommendations for  
further improvement.
In addition, Bush provides a range of vocational 
rehabilitation services, including assessment and 
vocational case management, that enable an injured 
person to address any barriers to returning to work or 
education. A unique behaviour support service is also 
available for those who require support with managing 
challenging behaviour or experience adjustment and 
engagement difficulties.
Creating networks
Bush has a strong track record of profitable growth,  
good margins and cash flow dynamics. The growth of  
the division over the last 30 years is largely down to 
clinical independence, serving both claimant and 
defendant solicitors and the quality of the services 
through the expertise of its people and ethical 
operations. Proactive networking and thought leadership 
are also key elements in the division’s success.
In 2015 Bush held its inaugural one day conference titled 
‘Pushing the Limits of Rehabilitation’ which was attended 
by over 170 delegates including case managers, expert 
witnesses, claimant and defendant solicitors and insurers 
from the PI and clinical negligence sectors.
The event focused on rehabilitation services and 
technology that has pushed boundaries in its innovation, 
and how injured people have made tremendous strides in 
their rehabilitation against diversity, pushing the limits of 
what is expected.
Regular attendance at such sector events and exhibitions 
along with the annual APIL conference and the AvMA 
Clinical Negligence conference continues to promote 
Bush’s services.
“The Expert Witness was very thorough in  
her report and extremely user friendly and 
knowledgeable. The joint statement was robust 
but reasonable and credible… Her input was 
invaluable and she communicated well with me, 
Counsel, other experts and the client. I highly 
recommend her and look forward to working  
with her again in the future.”
Expert Witness Service – Claimant
Critical Care Financial Statements Governance Strategic Report
23
NAHL Group plc
Annual Report and Accounts 2015
Making a difference
In 2015, Bush helped 1,650 injured people on their  
recovery journey. 
“Nigel was referred to Bush after he sustained a severe 
brain injury in a road accident at the age of 20. Prior to  
the accident, Nigel lived with his parents at their home  
and he had just completed an apprenticeship in 
mechanics. His plan was to continue to work full-time  
for the firm in the immediate future.  
Following his injury, Nigel became fully dependent on his 
parents.  He was unable to cope on a day-to-day basis due 
to his physical and cognitive dysfunction and behavioural 
consequences.
The main goal of the Bush team is to support Nigel to 
increase his independence at his property and in the 
community through development of rigid structure which 
will enable him to more readily cope with his acquired 
cognitive, behavioural and emotional difficulties. Nigel’s 
support package has continued to increase gradually in 
line with his tolerance to cope with this new environment.”
Case Management case study 24
NAHL Group plc
Annual Report and Accounts 2015
                  
Chief Financial Officer’s Report
The Group’s business model shows excellent 
cash conversion, with over 90% operating  
cash from operating profits.
Steve Dolton
Chief Financial Officer
1. Net adjusted debt comprises cash and cash equivalents, borrowings and other payables relating to a discontinued pre-LASPO product.
The Group has performed well in  
2015 with good growth from PI as well as 
the acquisitions in Conveyancing and 
Critical Care contributing for the first time.
With a robust balance sheet, low levels of 
net adjusted debt
1
 and continued strong 
operating cash generation, we are well 
placed to continue with our progressive 
dividend policy. Financial Statements Governance Strategic Report
25
NAHL Group plc
Annual Report and Accounts 2015
                  
Trading results
2015
£m 
2014
£m 
Underlying operating profit 15.6 12.7
Share based payments (0.8) (0.3)
Amortisation of intangible assets 
acquired on business combination (0.3) –
One-off items (0.4) (0.6)
Total operating profit 14.1 11.8
Financial income 0.1 0.6
Financial expense (0.2) (0.3)
Profit before tax 14.0 12.1
Underlying operating profit before share based payments, 
amortisation of intangible assets acquired on business 
combination and one-off items increased by 22.9% to £15.6m. 
This was largely driven by a £1.2m increase from NAH along 
with a contribution of £0.8m from Fitzalan and £0.6m from 
Bush, both of which were acquired during the year.
Our gross margin percentage increased by 3.6 percentage 
points to 49.2% and with ongoing control of costs we have seen 
an improvement in our return on sales to 30.8% (up from 
29.0% in 2014). Having now achieved our initial target of 30%, 
we will look to maintain our return on sales percentage in excess 
of 30% going forward.
After allowing for share based payments, amortisation of 
intangible assets acquired on business combination, one-off 
costs and financial income and expense, the Group returned a 
profit before tax of £14.0m, a 15.6% increase on 2014.
Taxation
The Group’s tax charge of £3.2m (2014: £2.6m) represents an 
effective tax rate (ETR) of 22.8% (2014: 21.5%). The increase  
of 1.3 percentage points is due to an increase in non-deductible 
expenses relating to the acquisition of subsidiary undertakings 
as well as income dis-allowable for tax purposes in the  
prior year.
Earnings per share (EPS) and dividend
Basic EPS is calculated on the total profit of the Group and most 
closely relates to the ongoing cash which will be attributable to 
shareholders and in turn the Group’s ability to fund its dividend 
programme. The Group also has a number of share options 
outstanding (see note 22 of the financial statements) which 
results in a Diluted EPS.
Basic EPS for the year was 25.6p (2014: 20.6p) and Diluted EPS 
was 25.0p (2014: 20.2p).
The Board have proposed a final dividend of 12.5p (2014: 10.7p) 
which, along with the interim dividend of 6.25p (2014: 5.0p), 
gives a final dividend of 18.75p which is an increase of 19.4% on 
2014. The Directors remain committed to the Group’s stated 
policy of paying out two thirds of its retained earnings.
Operating cash generation
2015
£m 
2014
£m 
Underlying operating profit 15.6 12.7
Depreciation and amortisation 0.2 0.2
Working capital movements (0.6) (0.5)
Net operating cash generated from 
operating activities 15.2 12.4
Net operating cash generated as a 
percentage of operating profits 97.4% 97.6%
The Group has continued to enjoy excellent operating cash 
generation in the year and we have maintained our performance 
in excess of our 90% target. Whilst our new acquisitions collect 
their cash using more traditional collection methods (rather 
than direct debit in the month of income method mainly used by 
NAH) and offer some extended payment terms, we believe the 
Group will continue to show good levels of operating cash 
generation going forward.
 Balance sheet 
2015
£m 
2014
£m 
Net assets
Goodwill and intangible assets 67.7 39.9
Adjusted net (debt)/cash:
Cash and cash equivalents 10.1 13.6
Borrowings (14.8) (5.9)
Other payables relating to discontinued 
pre-LASPO ATE product (3.6) (6.5)
Total adjusted net (debt)/cash (8.3) 1.2
Other net liabilities (4.3) (4.9)
Total net assets 55.1 36.2 26
NAHL Group plc
Annual Report and Accounts 2015
                  
Chief Financial Officer’s Report continued
The Group’s net assets at 31 December 2015 increased by 
£18.9m to £55.1m (2014: £36.2m) which reflects the earnings  
for the financial year, partially offset by dividends paid,  
and the issuing of new Ordinary Shares of £14.3m for the  
Bush acquisition.
The significant balance sheet items are goodwill and intangible 
assets, adjusted net debt/cash and other net liabilities. 
Goodwill and intangible assets
The Group’s goodwill and intangible assets of £67.7m  
(2014: £39.9m) arises from the various business acquisitions 
undertaken by the Group. Each year the Board reviews the 
goodwill value for impairment and as at 31 December 2015, the 
Board believes there are no indications of impairment. Within the 
total is £8.5m of intangible assets (2014: £nil) and this relates 
largely to intangible assets identified on business combination for 
items such as customer contracts, brands and IT related assets.
Adjusted net debt/cash
The Group considers that its adjusted net debt/cash comprises 
cash and cash equivalents, borrowings and other payables 
relating to a discontinued pre-LASPO ATE product. At  
31 December 2015, adjusted net debt was £8.3m (2014: adjusted 
net cash £1.2m). The main movement relates to the acquisitions 
of Fitzalan and Bush; details of which are included in Note 13 of 
the financial statements.
Cash and cash equivalents
At 31 December 2015 the Group had £10.1m of cash and cash 
equivalents (2014: £13.6m). Since the year end, the Group has 
utilised £1.7m of this to fund the initial consideration for the 
acquisition of Searches UK Limited (with a further consideration 
of up to £0.4m to be paid by 30 June 2016) but still retains a good 
level of cash to fund further activities. All of the Group’s cash is 
held in its trading entities and the Group takes advantage of  
both short and medium-term deposit rates in maximising its 
interest returns.
Borrowings
At 31 December 2015 the Group had £14.8m of other interest-
bearing loans and borrowings (2014: £5.9m). The Group 
increased its borrowings during the year to help fund the 
acquisition of Bush. The current level of borrowings is 
due for repayment as follows:
Date due £m 
30 June 2016 1.875
31 December 2016 1.875
30 June 2017 1.875
29 December 2017 1.875
29 June 2018 1.875
31 December 2018 1.875
28 June 2019 1.875
31 December 2019 1.875
The reported total of £14.8m is net of £0.2m of prepaid bank 
arrangement fees that are to be expensed over the term of  
the loan.
The current rate of interest payable on these borrowings is 1.65% 
above LIBOR.
In addition, the Group has an additional undrawn facility of £5.0m 
(2014: £nil) which can be utilised for working capital or for 
acquisitions. The current rate of interest payable on this undrawn 
facility is 0.66%. Once drawn, the interest payable would be 
1.65% above LIBOR.
Other payables relating to a discontinued pre-LASPO 
ATE product
At 31 December 2015, the Group had £3.6m of other payables 
relating to a legacy pre-LASPO ATE product (2014: £6.5m).  
This amount is payable to Allianz for previously received 
commissions when certain policies either fail or are abandoned. 
The provision is calculated using actuarial rates and is likely to  
be materially repaid by the end of 2016.
Equity restructure
As outlined in last year’s report, the Group received shareholder 
approval at its AGM on 27 May 2015 and restructured its merger 
reserve and share premium accounts. The Group now has 
maximum flexibility to access its reserves to support its ongoing 
dividend policy of paying out two thirds of retained earnings.
Steve Dolton
Chief Financial Officer
21 March 2016 Financial Statements Governance Strategic Report
27
NAHL Group plc
Annual Report and Accounts 2015
                  
50
30
20
10
40
0
39.7
43.8
45.1
3.5
2.1
2013
Critical Care
2014 2015
Conveyancing
PI
30%
35%
15%
20%
5%
10%
25%
0%
9.8
12.7
15.6
24.7%
29.0%
30.8%
2013
Operating
Proﬁt £m
2014 2015
Operating 
Proﬁt 
Return %
80%
90%
100%
110%
70%
60%
50%
1.2
Cash £m
Net (Debt) £m
Cash
Conversion %
2013 2014 2015
(4.8)
106.3%
97.6%
97.4%
(8.3)
50
30
20
10
40
0
39.7
43.8
45.1
3.5
2.1
2013
Critical Care
2014 2015
Conveyancing
PI
30%
35%
15%
20%
5%
10%
25%
0%
9.8
12.7
15.6
24.7%
29.0%
30.8%
2013
Operating
Proﬁt £m
2014 2015
Operating 
Proﬁt 
Return %
80%
90%
100%
110%
70%
60%
50%
1.2
Cash £m
Net (Debt) £m
Cash
Conversion %
2013 2014 2015
(4.8)
106.3%
97.6%
97.4%
(8.3)
50
30
20
10
40
0
39.7
43.8
45.1
3.5
2.1
2013
Critical Care
2014 2015
Conveyancing
PI
30%
35%
15%
20%
5%
10%
25%
0%
9.8
12.7
15.6
24.7%
29.0%
30.8%
2013
Operating
Proﬁt £m
2014 2015
Operating 
Proﬁt 
Return %
80%
90%
100%
110%
70%
60%
50%
1.2
Cash £m
Net (Debt) £m
Cash
Conversion %
2013 2014 2015
(4.8)
106.3%
97.6%
97.4%
(8.3)
Group revenue £m
£50.7m +15.7%
Group underlying operating profit £m and  
operating profit return %
£15.6m +22.9%
Net (debt)/cash £m and cash conversion %
97.4%
Key performance indicators Description
In PI, revenue is generated from PLFs paying for marketing 
services via a proportionate share of the overall costs of 
NAH. Revenue is also generated from commissions 
received from our products suppliers for each of the 
products used by the PLFs in progressing cases.
In Conveyancing, revenue is generated from the provision of 
online marketing services for home buyers and sellers in 
England and Wales and the offer of lead generation services 
to PLFs and surveyors in the conveyancing sector. Revenue 
is also generated from the provision of conveyancing 
searches for solicitors and licensed conveyancers.
In Critical Care, revenue is generated from PLFs and 
insurers for the provision of expert witness reports and 
case management support within the medico-legal 
framework for multi-track cases.
Group underlying operating profit increased in 2015 due to 
growth within our PI division and solid contributions from 
our Conveyancing and Critical Care divisions through the 
acquisitions of Fitzalan and Bush.
The Group’s original target of 30.0% operating profit 
return has been exceeded in 2015.
The Group has continued to enjoy excellent operating  
cash generation in the year and we have maintained our 
performance in excess of our 90% target. We believe the 
Group will continue to show good levels of operating cash 
generation going forward. 28
NAHL Group plc
Annual Report and Accounts 2015
Principal Risks and Uncertainties
The Board has ultimate responsibility for 
setting the Group’s risk appetite and for 
effective management of risk
An annual assessment of key risks is performed by the Executive Directors and presented to the Board. A risk register is 
maintained and regularly reviewed by the Executive Directors. All risks take into consideration the likelihood of the event 
occurring and the impact of that event. Once the risks have been assessed appropriate mitigation actions are determined  
for each key risk identified. The principal risks identified are as follows.
Principal risk Description Mitigation
Regulatory
The Group and its PLFs are subject to an 
extensive regulatory and legal framework. This 
includes the need to comply with the provisions 
of the LASPO Act 2012 and regulation by either 
the Claims Management Regulation Unit (CMRU) 
or the Solicitors Regulation Authority (SRA). 
Regulations and laws are open to change as 
demonstrated by the recent Autumn Statement 
in November 2015 and the Insurance Taskforce 
Statement in January 2016. In the event either 
the Group or its customers fail to or are unable to 
make the necessary changes then this could 
have a significant impact on the Group’s revenue  
and profits.
The Group will continue to monitor regulatory 
and legal developments and use these to 
underpin its strategic and competitive 
response and ensure compliance with its 
obligations. It will also continue to work with 
the Regulators to ensure compliance with 
relevant regulations. The business model has 
proven to be adaptable and resilient to change 
over the past 20 years and the business has 
continued to develop through the various 
regulatory changes.
Market and 
competition
The Group operates in a competitive market 
and although a number of competitors have 
left the market in recent years the Group could 
still face competition from other consumer 
marketing businesses in the consumer legal 
services market. The Group is also reliant on 
the PI sector for a significant part of its revenue 
and profits.
The Group has a strong brand and leadership 
position in the PI sector. This acts as a continued 
barrier to entry and the Group will continue to 
compete effectively against the competition. The 
recent acquisitions of Fitzalan, Bush and 
Searches UK support the Group’s strategy to 
develop into other chosen legal markets through 
targeted acquisitions which helps to mitigate its 
reliance on the PI sector.
Customers
The Group is dependent upon its customers for 
its business often prior to the satisfactory 
completion of the case. Any termination by 
customers of this relationship or any 
significant change in the financial situation of 
them could have an impact on the financial 
performance of the Group.
The Group continues to provide its customers 
with high quality business that ensures they 
maximise their financial performance. The 
Group has a number of panel relationships and 
ensures that no single customer accounts for 
more than 15% of the Group’s business each 
month. The Group continues to explore new 
relationships to ensure there is a replacement 
available in the event of termination of any 
existing relationship.
Supply and demand
The Chancellor’s Autumn Statement contained 
a number of proposed changes impacting PI 
claims, which will be subject to a period of 
consultation and review. We expect there to be 
a period of uncertainty as the Government’s 
plans are clarified. This may lead to some law 
firms reviewing their investments in the PI 
sector and it is likely that some demand 
reduction will result. Depending on the 
long-term outcome of the consultation it is 
possible that demand may be permanently 
affected for specific claim types.
NAH has modelled and considered our 
strategic response to a number of scenarios. 
We consider that higher value non-RTA cases 
will be largely unaffected.
For smaller value claims and RTA cases we 
believe our brand positioning will create 
opportunities for continued profitable volume 
but may necessitate a revised approach and 
different business model. Financial Statements Governance Strategic Report
29
NAHL Group plc
Annual Report and Accounts 2015
Principal risk Description
Mitigation
Reliance on TV and 
online marketing
The Group relies upon its marketing strategy  
to retain its market leading position in both the 
PI and Conveyancing sectors. Any significant 
change in technology, cost increases, changes 
to search engine algorithms or terms of services 
could impact the Group’s ability to maintain  
its rankings on search results and ultimately 
lead it to having to spend more resource and 
expenditure to meet its financial results.
The Group has extensive experience of managing 
its marketing strategy through a combination of 
internal marketing experts and external 
agencies. The relationships with the external 
agencies go back many years and ensure the 
Group has flexibility and the speed required to 
react to the potential risks outlined.
Brand reputation The Group’s success and results are 
dependent in part on the strength and 
reputation of the Group and its brands. The 
Group relies on its brands which includes NAH 
and its advertising character, the Underdog, the 
various conveyancing brands of Fitzalan and 
the Bush brand and is exposed to the risk of 
these brands being tarnished via any 
significant adverse publicity.
Brand performance is tracked and measured 
on an ongoing basis to ensure that it remains 
ahead of competitors and delivers compelling 
messages which drive consumer contacts.  
The Group, through NAH, is also active in 
public affairs and thought leadership, 
effectively lobbying in areas of importance to 
the sector, demonstrated through activities 
such as the Stop Nuisance Calls campaign and 
Ethical Marketing Charter. Bush is registered 
as a Domiciliary Care service accredited with 
the Care Quality Commission (CQC) and 
adheres to various care standards by the 
relevant registered authorities. This ensures 
the Group maintains its brand trust ratings and 
its reputation.
Reputation 
for clinical 
independence
The Group’s success in the Critical Care sector 
is largely dependent on the quality of written 
material and consultants and the preservation  
of clinical independence. Failure to maintain 
such quality and independence exposes the 
Group to a tarnished reputation for handling  
and processing cases.
Quality is maintained by a clinical supervision 
process and highly trained teams of admin 
support. Clinical independence is the 
cornerstone of Bush’s business and all 
consultants have a mixed caseload of claimant 
and defendant instructions.
IT and systems
The Group utilises various IT systems in support 
of the business and depends on these to deliver 
the various service offerings to customers and 
consumers. A major IT or system failure could 
interrupt our ability to provide those services 
and impact the business.
The Group does not rely on one single system 
or platform, rather having individual systems 
for specific purposes.
These systems are supported by appropriately 
experienced individuals and third parties  
and subject to back up and disaster  
recovery processes.
An IT overview and penetration testing 
programme was recently undertaken by 
external consultants and no major issues or 
concerns were highlighted.
Dependence on 
key personnel
The Group’s future growth and success 
depends, in part, upon the leadership and 
performance of its Executive Directors and 
senior management team. The loss of any  
key individual or the inability to attract 
appropriate personnel could impact on its  
ability to execute its business strategy 
successfully which could negatively impact  
upon the Group’s future performance.
The Group maintains competitive and  
attractive employment terms and conditions, 
fully empowering key individuals and allowing 
them to maximise their job satisfaction. The 
Group incentivises key management through 
annual incentive plans in the short-term and 
through share options for medium and  
long-term retention. 30
NAHL Group plc
Annual Report and Accounts 2015
Developing talent across the Group
Our people remained at the core of our business in 2015  
and during the year our employees also benefited from  
the development of the Group.
In 2015 we recruited for and facilitated a number of internal 
promotions, sharing talent and expertise across our divisions, 
creating new avenues for our people to develop, grow and 
contribute to the future success of the business.
The new opportunities created across the Group saw financial 
expertise grow at Fitzalan with a transfer of NAH’s Assistant 
Financial Controller into the role of Financial Controller; business 
development enhanced with the transfer of skills to Bush into the 
role of Head of Business Development; and strong operational 
leadership in the NAH Contact Centre with a promotion into a 
Contact Centre Operations Manager position.
Development continues to be a golden thread throughout the 
Group, with the continuation of our Employee Development 
Programme, from which seven employees graduated with an 
Institute of Leadership and Management Certificate in 2015. 
Regular coaching of senior managers and contact centre 
employees and a comprehensive training academy to  
support the on-boarding process remain in place.
Investing in our people
In 2015 we received our IiP accreditation; recognising how we 
lead, manage, develop and communicate with our people, 
benchmarking us against best practice standards.
Throughout the year we kept our focus on continuous 
improvement which is embedded though our development, 
performance management processes and systems of reward, 
and continued to make headway on our talent plan, building our 
employer brand to enable us to attract, retain and develop talent. 
Activities saw us focus on the personalisation of reward and 
recognition across the Group, as well as a series of low cost 
approaches to enhance employee benefits (as part of our 
reward strategy and retention activities), including initiatives  
to celebrate length of service through employee bonuses and a 
focus on employee wellbeing through a Health Cash Plan and 
Employee Assistance Programme; which helped to reduce 
turnover in the NAH Contact Centre following implementation.
We have also been able to harmonise our benefits programme 
across the Group, allowing staff from our newly acquired 
businesses to take advantage of such benefits as partner 
discounts and participate in our values champions 
programmes and prize draws.
Creating a great place to work
We are proud of the strength in our senior leadership team, 
welcoming two Managing Directors (Richard Rickwood and 
Rachel Bush) into the Group structure through acquisitions 
during the year and a Managing Director at NAH (Simon Trott). 
Our employees are fully committed to our Code of Conduct 
ensuring that we deliver to the highest standards of honesty, 
integrity, respect and fairness when dealing with each other, 
our consumers, partners and suppliers. We encourage 
diversity across gender, ethnicity and age range and have  
built a diverse, lively workforce.
One team is a key theme across the Group as we integrate 
cultures and values in all three divisions. Our Values of Curious, 
Driven, Passionate and Unified drive appropriate behaviours 
and underpin how we do business.
In the coming year, these will remain key pillars of strength 
across the Group as we look to continue to focus on 
management development and the non-financial recognition  
of our people. 
Our people are the foundation of the Group’s 
success and we recognise that employee 
development is vital to continue our growth.
Our People Financial Statements Governance Strategic Report
31
NAHL Group plc
Annual Report and Accounts 2015
“I joined NAH as a Legal Services 
Advisor in 2005 and was 
attracted to the company by  
the dynamism and passion  
for helping injured people.
Throughout my career at NAH 
over the last ten years I have 
been able to take advantage of a 
number of opportunities which 
have arisen as a result of the 
company’s growth; each in turn 
has helped me enormously with 
my professional development.
This, and a lot of hard work,  
has led to me securing four 
promotions within the Group;  
the most recent of which was a 
new role of Head of Business 
Development at Bush.  
I am delighted to be given the 
opportunity to continue my 
professional development and 
take up new and exciting 
challenges at Bush, allowing  
me to contribute to the overall 
success of the Group.”
Mark Mullaney, Head of Business 
Development (Bush)
“I joined NAH in March 2015,  
as Assistant Financial Controller 
and due to the pace and 
direction of the Group quickly 
had the opportunity to develop 
within my role. In November 
2015 I transferred into the role  
of Financial Controller at  
Fitzalan and have supported the 
business and the Group in not 
only financial reporting but the 
due diligence and acquisition of 
Searches UK.
The opportunities for my 
professional and personal 
development in such a short 
space of time have been 
outstanding and I’m delighted  
to be part of the Group.”
Ashinah Mkwaturi,  
Financial Controller (Fitzalan)
“I joined NAH over five years ago 
as Quality Manager and moved 
into the role of Learning & 
Development Manager two 
years later. My time at NAH has 
been focused on people and the 
quality of what they deliver, as 
well as creating energetic and 
engaging environments for  
our Contact Centre. 
I’ve been given extensive 
opportunities to enhance my 
experience by leading on 
projects and defining operational 
best practice and at the 
beginning of 2016 I was delighted 
to be promoted into the role of 
Contact Centre Operations 
Manager, leading c.60 front  
line employees. 
NAH has been fully supportive  
of my development and has 
recognised the value I can  
bring to this role which is a  
great feeling.”
Rebecca Hill, Contact Centre 
Operations Manager (NAH) 32
NAHL Group plc
Annual Report and Accounts 2015
Giving something back is important to our 
employees and they have always been 
enthusiastic about volunteering and raising 
money for charity. 
In 2015, employee support of The Air Ambulance  
Service (including the Warwickshire & Northamptonshire  
Air Ambulance, Derbyshire, Leicestershire & Rutland  
Air Ambulance and the national Children’s Air 
Ambulance) continued. 
Giving something back is important to our employees and  
they have always been enthusiastic about volunteering and 
raising money for charity. Throughout the year, activities 
involved a number of social events and various collections,  
as well as donations from our partners. Russell Atkinson  
also took part in an Alpe d’Huez cycling challenge, part of  
the Tour de France route.
In 2015, the Group launched paid community days for 
employees, with one day per year being made available to  
give back to the local communities in which we operate. 
Employees welcomed this initiative and the chance to make a 
difference, further building on their passion and commitment 
to good causes.
Whilst 2015 saw the Group complete its charity partnership 
with The Air Ambulance Service, it welcomed the introduction 
of The Paul Bush Foundation, adopting it for 2016 onwards.
The Paul Bush Foundation was set up in 2012 by the founder  
of Bush, Paul Bush. Paul, himself a paraplegic since 1975,  
and subsequently his daughter Rachel, a specialist spinal 
nurse, became passionate about improving the lives of people 
with a disability. This passion remains a central feature of the 
values and principles by which Bush operates its business  
and the Group are proud to support The Foundation.
The Trust aims to:
• assist those with an acquired physical disability, as a result 
of an accident or birth injury, to improve their physical, 
psychological and emotional well-being via the provision  
of grants to address individual needs.
• support registered charitable organisations in England 
whose objectives are solely related to the provision of 
services to people with an acquired disability as a result  
of an accident or birth injury.
Individuals can apply to the Trust for funding and can  
be awarded with grants for provisions such as specialist 
equipment that cannot be obtained through Health,  
Social Services or any other Statutory Service, small scale 
immediate accommodation projects, specialist technology 
provision for home or school or UK holiday provision requiring 
specialist support. Charities can also apply to be considered 
for a grant.
Our Community Financial Statements Governance Strategic Report
33
NAHL Group plc
Annual Report and Accounts 2015
Changing lives
“The Paul Bush Foundation funded a 
wheelchair for me that has changed my life 
massively following a car accident in 2012 
which left me paralysed.
Before my accident I would often walk my 
dogs over rough terrain, something which 
became impossible for me to do. With the 
all-terrain wheelchair I can now go to the 
places I used to. It’s taken some getting used 
to, with occasions where I have been stuck in 
the mud and two local farmers had to lift me 
out, but I’m just so glad I can be outdoors!
Since my accident I’ve done many speeches 
in schools and for local organisations to 
hopefully inspire people.”
The Paul Bush Foundation Trust  
has donated 
£196,155
Since October 2012 
£83,106
Awarded to individuals 
£113,049
Awarded to organisations
Paul Philips
Foundation Grant Recipient 34
NAHL Group plc
Annual report and accounts 2015
Board of Directors
Steve Halbert
Chairman
Steve Halbert is Non-Executive Chairman of the Group,  
which he joined in 2010. He has over 25 years’ Board 
experience. Steve is also Chair of the Audit Committee  
and Nomination Committee.
As Chairman, Steve is responsible for the proper operation  
of the Board and its committees, compliance with the 
Company’s code of corporate governance and, working 
closely with the CEO, for ensuring the business regularly 
reviews its strategic plans.
Steve is currently Chairman of Alcumus Group Limited and 
Safestyle UK Plc, an AIM-quoted company. Steve has held 
various board positions, including Chairman at United House, 
Chairman at GVA and Non-Executive Director at Employment 
Services Holdings. 
Prior to 2008, Steve worked as a Board member and Senior 
Corporate Financier for 15 years at KPMG UK.
Russell Atkinson
Chief Executive Officer
Russell Atkinson became Chief Executive Officer of the 
Group, following Admission in 2014. He joined the Company 
in 2012 as Managing Director of NAH and had a pivotal role 
in implementing its strategy post-LASPO.
His responsibilities include developing and implementing 
the Group-wide strategy and ensuring delivery of budgeted 
financial performance.
Prior to joining the Group, Russell held Managing Director 
roles at international firms including UK Managing Director 
of Lebara Mobile Limited, Managing Director of Blackhawk 
Network (UK) Limited, a division of Safeway Inc. and 
Director of E-Payments at Travelex UK Limited.
Russell holds a Bachelor of Arts from Leicester Polytechnic 
and a diploma in marketing from The Chartered Institute  
of Marketing. Strategic Report
35
NAHL Group plc
Annual report and accounts 2015
Governance Financial Statements
Steve Dolton
Chief Financial Officer
Steve Dolton is currently Chief Financial Officer of the 
Group having joined in 2012. 
His responsibilities include overall management of the 
finance function within the Group and liaising with the 
Group’s investors and the banks.
Steve is currently a Non-Executive Director of Oxford 
United Football Club and has over 20 years’ senior finance 
experience. Prior to joining the Group, he was Chief 
Financial Officer of several companies including NSL 
Services Group, Azzurri Communications Limited, 
Safety-Kleen Group European operations and Walker 
Dickson Group Limited. Prior to that, Steve worked in 
various financial roles with Peek Plc, including a two-year 
period in Asia as Regional Controller.
He is a qualified Chartered Accountant and has been a 
member of the ICAEW since 1989, having qualified with 
Grant Thornton LLP . He is a fellow of the Institute of 
Directors in the UK, and holds a Bachelor of Arts from 
Huddersfield Polytechnic.
Gillian Kent
Non-Executive Director
Gillian Kent became Non-Executive Director in November 
2014 and is Chair of the Group’s Remuneration Committee.
Gillian is also an independent Non-Executive Director at 
Pendragon plc, Ascential plc and Coull Ltd.
Her executive career in the digital and online sectors 
includes senior roles at Microsoft where she was  
Managing Director of its largest online business in the  
UK as Managing Director of MSN UK.  Gillian has also 
served as Chief Executive Officer and Digital Consultant  
at GK Associates, Chief Executive Officer at Propertyfinder.
com, and Director of Strategy and Business Development 
at Microsoft (MSN). 36
NAHL Group plc
Annual Report and Accounts 2015
Directors’ Report
The Directors of NAHL Group plc present their Annual Report and audited financial statements for the year ended 31 December 2015.
Results and dividend 
The Group’s profit after tax for continuing operations for the year was £10.8m (2014: £9.5m).
The Directors propose a final dividend of 12.5p per share (2014: 10.7p) which, subject to approval at the Annual General Meeting, 
will be paid on 31 May 2016 to shareholders registered on 22 April 2016.
Details of significant events affecting the Company and Group since the balance sheet date are given in note 29 to the financial 
statements. A fair review of the business including future developments is included in the Strategic Report on pages 1 to 33.
Directors’ third party indemnity provisions
The Company maintained during the period 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 20 of the consolidated financial statements. The Group has employee share 
option plans in place, full details of which can be found in note 21 to the financial statements.
Financial instruments
The Group’s principal financial instruments comprise cash and cash equivalents, other receivables, interest-bearing loans and 
trade payables. Further details on financial instruments are given in note 23 to the financial statements.
Directors
Biographies of the present Directors of the Company are listed on pages 34 to 35
Details of the remuneration of the Directors is disclosed in the Remuneration Report on pages 39 to 42.
Political donations
No political donations were made during the year or the previous year.
Disclosure of information to the Auditor
Each of the persons who is a Director at the date of approval of this Annual Report confirms that: 
• so far as the Director is aware, there is no relevant audit information of which the Company’s Auditor is unaware; and
• the Director has taken all the steps that ought to have been taken as a Director in order to make himself aware of any relevant 
audit information and to establish that the Company’s Auditor is aware of that information. 
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
Auditor
KPMG LLP have been appointed as Auditor 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 1 to 33.
Going concern
The Group’s business activities, together with risk factors which impact these activities are included within the Chief Financial 
Officer’s report on pages 24 to 29. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are 
also described in the Chief Financial Officer’s report. Having regard to the matters above, and after making reasonable enquiries, 
the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue operations 
for the foreseeable future. For that reason, they continue to adopt the going concern basis in the preparation of the accounts.
Approved by the Board of Directors and signed on behalf of the Board.
Steve Dolton
Chief Financial Officer
 
21 March 2016 Strategic Report
37
NAHL Group plc
Annual Report and Accounts 2015
Governance Financial Statements
The UK corporate governance code
Companies listed on the main market of the London Stock Exchange are required to comply with the UK Corporate Governance Code. 
NAHL Group plc’s shares are traded on AIM and as such, the Group is not subject to the requirements of the UK Corporate Governance 
Code on corporate governance, nor is it required to disclose its specific policies in relation to corporate governance. 
However, as a publicly quoted company, the Company maintains appropriate standards of corporate governance. The UK 
Corporate Governance Code represents the ‘gold standard’. However, the UK Corporate Governance Code was not designed with 
smaller companies in mind. Adherence to the full UK Corporate Governance Code is often impractical for smaller companies. In 
the past, in the absence of an alternative code, many AIM companies have adopted the UK Corporate Governance Code ‘to the 
extent applicable’.
In July 2005, the QCA introduced a simple set of guidelines for corporate governance for AIM companies, which were updated in 
July 2007 and again in September 2010. According to the QCA, the guidelines have been devised in consultation with a number of 
significant institutional smaller company investors.
The Directors recognise the importance of sound corporate governance and the Company holds membership of the QCA and 
complies with the QCA Guidelines and the main provisions of the UK Corporate Governance Code, insofar as is practicable to do 
so for a company of NAHL Group plc’s current size and stage of development, save in relation to certain Directors, who will not be 
independent because of the grant or proposed grant of options to them by the Company.
The Board of Directors operates within the framework described below. 
Table of committees
The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets and corporate actions.  
Board meetings are held at least every two months and at such other times as the Directors deem necessary. The Group has 
appointed Steve Halbert as the Group’s Senior Independent Non-Executive Director. The Board has created a Remuneration 
Committee, an Audit Committee and a Nomination Committee where the current composition and responsibilities of the 
committees are as follows:
Audit Committee
The Audit Committee consists of Steve Halbert as Chairman and Gillian Kent. It meets at least twice each year and is responsible 
for ensuring that the financial performance of the Group is properly monitored and reported on and for meeting with the Auditor 
and reviewing findings of the audit with the external Auditor. It is authorised to seek any information it properly requires from any 
employee and may ask questions of any employee. It meets with the Auditor at least twice a year and is also responsible for 
considering and making recommendations regarding the identity and remuneration of such Auditor.
Remuneration Committee
The Remuneration Committee consists of Gillian Kent as Chairman and Steve Halbert. It meets at least twice each year and 
considers and recommends to the Board the framework for the remuneration of the Executive Directors of the Group and any 
other senior management. It further considers and recommends to the Board the total individual remuneration package of each 
Executive Director including bonuses, incentive payments and share options or other share awards. In addition, subject to 
existing contractual obligations, it reviews the structure of all share incentive plans for approval by the Board and, for each such 
plan, recommends whether awards are made and, if so, the overall amount of such awards, the individual awards to Executive 
Directors and the performance targets to be used. No Director is involved in decisions concerning his own remuneration.
Nomination Committee
The Nomination Committee consists of Steve Halbert as Chairman and Gillian Kent. The Nomination Committee meets at least once 
each year and considers the selection and re-appointment of Directors. It identifies and nominates candidates to all Board 
vacancies and regularly reviews the structure, size and composition of the Board (including the skills, knowledge and experience) 
and makes recommendations to the Board with regard to any changes. The Group has adopted a share dealing code (based on the 
AIM Rules) and the Group takes all proper and reasonable steps to ensure compliance by the Directors and relevant employees.
The Board is also responsible for ensuring the Group’s compliance with all applicable anti-corruption legislation, including, but not 
limited to, the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act 1977. The Group complies and always has complied 
with all applicable anti-corruption laws. In view of the requirement in the UK Bribery Act 2010 for relevant companies to have 
adequate anti-bribery procedures, the Group has devised and implemented a suite of anti-corruption policies and procedures 
designed to prevent corruption by anyone working on its behalf. The Group has adopted a ‘zero tolerance’ approach to corruption 
and is committed to ethical business practices.
Corporate Governance Statement 38
NAHL Group plc
Annual Report and Accounts 2015
The Board of Directors
Director Date appointed
Remuneration 
Committee
Audit 
Committee
Nomination 
Committee
Russell Atkinson 1 May 2014 – – –
Steve Dolton 14 April 2014 – – –
Steve Halbert 1 May 2014 √ √ (Chair) √ (Chair)
Gillian Kent 3 November 2014 √ (Chair) √ √
Internal control
The Group has introduced 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 local Operating Board no later than two months before the start of each financial year;
• 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.
Communication with shareholders
Communications with shareholders are given a high priority by the Board of Directors who take responsibility for ensuring that  
a satisfactory dialogue takes place. This is achieved through its Annual Report, Interim Report and comprehensive website 
(www.nahlgroupplc.co.uk). There is also a regular dialogue between the Chief Executive Officer, the Chief Financial Officer and 
institutional investors and other financial institutions in addition to the required public announcements. A constant and up-to-
date information flow is maintained on the website containing all press announcements and financial reports.
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and 
regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the 
Directors are required to prepare the group financial statements in accordance with International Financial Reporting Standards 
(IFRS) as adopted by the European Union and have also chosen to prepare the parent company financial statements under IFRSs 
as adopted by the EU. Under company law the Directors must not approve the accounts unless they are satisfied that they give a 
true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period. In preparing these 
financial statements, International Accounting Standard 1 requires that Directors:
• properly select and apply accounting policies;
• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and 
understandable information;
• provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to 
understand the impact of particular transactions, other events and conditions on the entity’s financial position and financial 
performance; and
• make an assessment of the Group’s ability to continue as a going concern.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s 
transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that 
the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the 
Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are 
responsible for the maintenance and integrity of the corporate and financial information included on the Group’s website. 
Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from 
legislation in other jurisdictions.
By order of the Board
Russell Atkinson    Steve Dolton 
Chief Executive Officer   Chief Financial Officer
 21 March 2016    21 March 2016
Corporate Governance Statement continued Strategic Report
39
NAHL Group plc
Annual Report and Accounts 2015
Governance Financial Statements
Dear Shareholder
I am pleased to present the Directors’ Remuneration Report for the financial year ended 31 December 2015.
We presented the 2014 Directors’ Remuneration Report in two sections: the Directors’ Remuneration Policy and the Annual 
Report on Remuneration. Both the Directors’ Remuneration Policy and Annual Report on Remuneration were subject to an 
advisory vote by shareholders at the Annual General Meeting in May 2015. The Committee believes that the Directors’ 
Remuneration Policy remains appropriate and will continue to apply it in 2016. Accordingly, we have not included the  
Directors’ Remuneration Policy in this Directors’ Remuneration Report, however, a copy is available in our 2014 Directors’ 
Remuneration Report. 
The Annual Report on Remuneration provides details of the amounts earned in respect of the year ended 31 December 2015  
and how the Directors’ Remuneration Policy will be operated for the year commencing 1 January 2016. 
Review of the 2015 financial year
As described earlier in the Executive’s reports, the Company has experienced continued growth in 2015 as a result of both 
organic growth within our PI division and positive contributions from new acquisitions, Fitzalan and Bush.
The 2015 annual bonus was subject to an operating profit performance metric and individual objectives aligned with the key 
strategic priorities of the Company. Based on 2015 underlying operating profit of £15.6m and taking into account performance  
in the year against the individual performance targets, the CEO and CFO will receive 64% and 55% of their salary as a bonus 
payment, respectively. Further details are set out on page 40.
Outlook for the 2016 financial year
Details in relation to the application of the Directors’ Remuneration Policy in 2016 are set out on page 40, however,  
the key elements will be as follows:
• Executive Directors have been awarded a 2% increase in base salary with effect from 1 March 2016, in line with  
the percentage increase in base salary awarded to the wider workforce.
• The CEO’s annual bonus opportunity for 2016 will remain at 100% of salary. The CFO’s annual bonus opportunity  
for 2016 has increased from 70% to 85% of salary.
• Annual bonus awards for 2016 will be based on operating profit and individual objectives which are aligned to the  
Company’s strategy.
• It is proposed that no long-term incentives will be granted to Executive Directors during 2016.
• Non-Executive Directors’ basic fee and the fees for chairing the Audit Committee and Remuneration Committee  
were increased by 2% with effect from 1 March 2016.
Conclusion
We are committed to a responsible and transparent approach in respect of executive pay. The Annual Report on Remuneration 
will be subject to an advisory vote at the 2016 Annual General Meeting. The Committee believes that the advisory vote provides  
a greater degree of accountability and gives shareholders a say on this important area of corporate governance. 
The Committee will continue to monitor remuneration policy to ensure it remains aligned to the business strategy and delivery  
of shareholder value.
Gillian Kent
Chairman of the Remuneration Committee 
21 March 2016
Statement from the Chairman of the Remuneration Committee 40
NAHL Group plc
Annual Report and Accounts 2015
The Remuneration Report is not audited and was not included in the signed financial statements filed with  
Companies House. 
Single figure of remuneration
The table below details the elements of remuneration receivable by each Director for the financial year ended 31 December 2015 
and the total remuneration receivable by each Director for that financial year and for the financial year ended 31 December 2014.
2015
Salary and 
fees
£000
Benefits
£000
Annual bonus
£000
Pension
£000
Total 
remuneration 
2015
£000
Total 
remuneration 
2014
£000
Executive Directors
J R Atkinson 210 25 135 1 371 262
S Dolton
1
168 24 92 – 284 251
Non-Executive Directors
R S Halbert 81 – – – 81 49
S Porteous 19 – – – 19 66
G D C Kent 44 – – – 44 7
1. S Dolton is contracted to work four days per week and his salary is pro-rated to reflect this time commitment.
The taxable benefits received during the financial year ended 31 December 2015 are principally car allowance and private  
medical insurance.
The benefits figure also includes the value of SAYE awards which were granted during 2015. The value has been determined by 
taking their fair value at grant, which is calculated using Black Scholes methodology. 
Individual elements of remuneration
Base salary and fees
The base salaries for 2015 and 2016 are as set out below:
2015 base 
salary 
£000
2016 base 
salary
1
£000 % increase
J R Atkinson 210 215 2.0%
S Dolton 168 172 2.0%
Details of Non-Executive Directors’ fees for 2015 and 2016 are as set out below:
2015 fee
£000
2016 fee
1
£000 % increase
Chairman’s fee 81 83 2.0%
Non-Executive Director’s fee 40 41 2.0%
Chair of the Remuneration Committee 5 5 2.0%
1. Salary/fee increase with effect from 1 March 2016.
Annual bonus plan
The maximum annual bonus opportunity for the CEO and CFO was 100% of salary and 70% of salary respectively in respect of 
the year ended 31 December 2015. Payments are based on the delivery of operating profit targets and individual objectives 
aligned with the Company’s strategy. 
The following table sets out the bonus payout to the Executive Directors for 2015 and how this reflects performance for the year. 
Director Performance metric
Bonus 
opportunity  
% of salary
Performance 
achieved
Bonus earned 
£000
JR Atkinson Operating profit 57.5% 43.0% 89
Personal objectives (including organisational development, strategic growth 
targets and M&A development) 42.5% 52.0% 46
S Dolton Operating profit 57.5% 43.0% 73
Personal objectives (including strategic growth and M&A implementation) 12.5% 90.0% 19
Director’s Remuneration Report Strategic Report
41
NAHL Group plc
Annual Report and Accounts 2015
Governance Financial Statements
Long-term incentives
Awards vesting in respect of the financial year
No long-term incentive awards vested during the financial year.
Awards granted during the financial year
The following awards were granted during the year under the EMI scheme:
Director Date of grant Type of award
Number of 
shares
Face value at 
grant
1
Performance 
period
J R Atkinson 13 April 2015 Market value option 71,267 £205,249 3 years
S Dolton 13 April 2015 Market value option 45,611 £131,360 3 years
1. The face value at grant is calculated as the number of shares under option multiplied by the share price at grant.
The vesting of the awards will be based on the following Earnings per Share (EPS) targets:
Average annual compound growth in EPS between 2015 and 2017 Percentage of option vesting
10% 100%
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 2015 and at  
31 December 2014 were as follows:
31 December 
2015
31 December 
2014
Executive Directors
J R Atkinson 0.75% 0.83%
S Dolton 1.44% 2.07%
Non-Executive Directors
R S Halbert 1.42% 1.57%
S Porteous 0.00% 7.54%
G D C Kent 0.00% 0.00%
The interests of each Executive Director of the Company as at 31 December 2015 in the Company’s share schemes were  
as follows:
Director Plan
Exercised 
during the 
year
Unvested and 
subject to 
performance 
conditions
Unvested and 
not subject to 
performance 
conditions
Total as at  
31 December 
2015
J R Atkinson LTIP (nominal cost options) – 312,501 – 312,501
EMI – 124,999 – –
EMI – 71,267 – 71,267
SAYE – – 11,250 11,250
S Dolton LTIP (nominal cost options) – 237,501 – 237,501
EMI – 124,999 – 124,999
EMI – 45,611 – 45,611
SAYE – – 11,250 11,250 42
NAHL Group plc
Annual Report and Accounts 2015
Implementation of Directors’ Remuneration Policy for the financial year commencing 1 January 2016 (not audited)
Information on how the Company intends to implement the Directors’ Remuneration Policy for the financial year commencing on 
1 January 2016 is set out below:
Salary/fees 
The Executive Directors were awarded a 2% increase to base salary, with effect from 1 March 2016, in line with the percentage 
increase awarded to the wider workforce. 
Non-Executive Directors’ basic fee and the fees for chairing the Audit Committee and Remuneration Committee were increased 
by 2%, with effect from 1 March 2016. 
Annual bonus plan
The maximum bonus opportunity for the CEO and CFO will be 100% and 85% of salary respectively.
An annual bonus of at least 50% will be assessed against operating profit performance and the balance based on individual 
objectives. Performance targets will continue to be set at the challenging levels of previous years. The individual objectives  
are likely to focus around key areas such as responding to regulatory change and strategic growth projects. The actual 
performance targets are not disclosed as they are considered to be commercially sensitive at this time. The targets will be 
disclosed in next year’s Directors’ Remuneration Report or at such point that the Committee considers that the performance 
targets are no longer commercially sensitive. 
Long term incentives
It is proposed that no long-term incentive awards will be granted during 2016.
Consideration by the Directors of matters relating to Directors’ remuneration (not audited)
The Remuneration Committee is composed of the Company’s independent Non-Executive Directors, Gillian Kent (Chairman) and 
Steve Halbert. Executive Directors only attend meetings by invitation.
The Committee’s key responsibilities are:
• reviewing the on-going appropriateness and relevance of remuneration policy;
• reviewing and approving the remuneration packages of the Executive Directors;
• monitoring the level and structure of remuneration of the senior management; and
• production of the Annual Report on the Directors’ remuneration.
Advisors
During the financial year, 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. 
Approval
This report was approved by the Board on 21 March 2016 and signed on its behalf by:
Gillian Kent
Chairman of the Remuneration Committee 
21 March 2016
Director’s Remuneration Report continued Strategic Report
43
NAHL Group plc
Annual Report and Accounts 2015
Governance Financial Statements
The Directors are responsible for preparing the strategic report, the Directors’ report and the Group and parent company 
financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and parent company financial statements for each financial year.  
As required by the AIM Rules of the London Stock Exchange  they are required to prepare the Group financial statements in 
accordance with IFRSs as adopted by the EU and applicable law and have elected to prepare the parent company financial 
statements on the same basis.
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 parent company and of their profit or loss for that period. In preparing each of  
the Group and parent company financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent; 
• state whether they have been prepared in accordance with IFRS as adopted by the EU; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the 
parent company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company’s 
transactions and disclose with reasonable accuracy at any time the financial position of the parent company and enable them to ensure 
that its financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are 
reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the 
company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ  
from legislation in other jurisdictions.
Russell Atkinson    Steve Dolton 
Chief Executive Officer   Chief Financial Officer
21 March 2016    21 March 2016
Statement of Directors’ Responsibilities
In respect of the annual report and the financial statements 44
NAHL Group plc
Annual Report and Accounts 2015
We have audited the financial statements of NAHL Group plc for the year ended 31 December 2015 set out on pages 24 to 65*. 
The financial reporting framework that has been applied in their preparation is applicable law and International Financial 
Reporting Standards (IFRSs) as adopted by the EU and, as regards the parent company financial statements, as applied in 
accordance with the provisions of the Companies Act 2006. 
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. 
Respective responsibilities of directors and auditor 
As explained more fully in the Directors’ Responsibilities Statement set out on page 22
*
, the Directors are responsible for the 
preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit, and 
express an opinion on, the financial statements in accordance with applicable law and International Standards on Auditing (UK 
and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors. 
Scope of the audit of the financial statements 
A description of the scope of an audit of financial statements is provided on the Financial Reporting Council’s website at 
www.frc.org.uk/auditscopeukprivate.
Opinion on financial statements 
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 2015 and of the Group’s profit for the year then ended; 
• the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the EU; 
• the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the EU and as 
applied in accordance with the provisions of the Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. 
Opinion on other matter prescribed by the Companies Act 2006 
In our opinion 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.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if,  
in our opinion: 
• adequate accounting records have not been kept 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. 
David Simpson (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor 
Chartered Accountants 
Altius House
One North Fourth Street 
Milton Keynes 
MK9 1NE 
21 March 2016
* The page numbers quoted, in the above auditor’s opinion, for the financial statements and statement of directors responsibilities refer to the relevant 
pages in the signed financial statements filed with Companies House. The signed financial statements do not include all of the elements of the Strategic 
Report or Governance sections set out in the contents of this Annual Report and Accounts.
Independent Auditor’s Report to the Members of NAHL Group plc Financial Statements Governance Strategic Report
45
NAHL Group plc
Annual Report and Accounts 2015
2015 2014
Note £000 £000
Continuing Operations
Revenue 1, 2 50,716 43,848
Cost of sales (25,785) (23,885)
Gross profit 24,931 19,963
Administrative expenses 4 (10,812) (8,190)
Underlying operating profit 15,622 12,713
Share based payments 21 (833) (288)
Amortisation of intangible assets acquired on business combination 15 (259) –
One off items 5 (411) (652)
Total operating profit 2 14,119 11,773
Financial income 8 59 590
Financial expense 9 (228) (291)
Profit before tax 13,950 12,072
Taxation 10 (3,184) (2,594)
Profit from continuing operations 10,766 9,478
Discontinued Operation
Loss from discontinued operation, net of tax 3 – (1,005)
Profit for the year and Total comprehensive income 10,766 8,473
All profits and losses and total comprehensive income are attributable to the owners of the Company.
2015 2014
Note p p
Basic earnings per share (p)
Group 22 25.6 20.6
Continuing operations 22 25.6 23.0
Diluted earnings per share (p)
Group 22 25.0 20.2
Continuing operations 22 25.0 22.6
Discontinued earnings per share are shown in note 22. 
The notes on pages 49 to 69 form part of these financial statements.
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2015 46
NAHL Group plc
Annual Report and Accounts 2015
2015 2014
Note £000 £000
Non-current assets
Goodwill 14 59,238 39,897
Intangible assets 15 8,452 –
Property, plant and equipment 16 259 186
Deferred tax asset 11 68 77
68,017 40,160
Current assets
Trade and other receivables 17 8,044 3,725
Cash and cash equivalents 10,056 13,637
18,100 17,362
Total assets 86,117 57,522
Current liabilities
Other interest-bearing loans and borrowings 18 (3,693) (2,950)
Trade and other payables 19 (8,949) (7,688)
Other payables relating to legacy pre-LASPO ATE product 2 (3,601) (6,511)
Tax payable (1,976) (1,248)
Deferred tax liability 12 (1,738) –
(19,957) (18,397)
Non-current liabilities
Other interest-bearing loans and borrowings 18 (11,089) (2,951)
Total liabilities (31,046) (21,348)
Net assets 55,071 36,174
Equity 
Share capital 20 113 103
Share Option Reserve 1,121 288
Share premium 14,262 49,533
Merger reserve (66,928) (50,000)
Retained earnings 106,503 36,250
Total equity 55,071 36,174
The notes on pages 49 to 69 form part of these financial statements.
These financial statements were approved by the Board of Directors on 21 March 2016 and were signed on its behalf by:
JR Atkinson 
Director
Company registered number: 08996352 
Consolidated Statement of Financial Position
at 31 December 2015 Financial Statements Governance Strategic Report
47
NAHL Group plc
Annual Report and Accounts 2015
Share 
capital
Share 
option 
reserve
Interest 
in own 
shares
Share 
premium
Merger 
reserve
Retained 
earnings Total
£000 £000 £000 £000 £000 £000 £000
Balance at 1 January 2014 231 – (14) 100 – 29,834 30,151
Total comprehensive income for the year
Profit for the year – – – – – 8,473 8,473
Total comprehensive income – – – – – 8,473 8,473
Transactions with owners, recorded 
directly in equity
Issue of deferred share (note 26) – – – 50,000 (50,000) – –
Disposal of assets held for sale (note 26) – – – (1,500) – – (1,500)
Issue of new ordinary shares (note 26) 3 – – 861 – – 864
Share based payments (note 21) – 288 – – – – 288
Other transactions with owners (note 26) (131) – 14 72 – – (45)
Dividends paid – – – – – (2,057) (2,057)
Balance at 31 December 2014 103 288 – 49,533 (50,000) 36,250 36,174
Total comprehensive income for the year
Profit for the year – – – – – 10,766 10,766
Total comprehensive income – – – – – 10,766 10,766
Transactions with owners, recorded 
directly in equity
Bonus issue of Capital reduction shares 
(note 26) 16,928 – – – (16,928) – –
Capital reduction shares cancelled (note 26) (16,928) – – – – 16,928 –
Capital reduction (note 26) – – – (49,533) – 49,533 –
Issue of new ordinary shares (note 26) 10 – – 14,262 – – 14,272
Share based payments (note 21) – 833 – – – – 833
Dividends paid – – – – – (6,974) (6,974)
Balance at 31 December 2015 113 1,121 – 14,262 (66,928) 106,503 55,071
The notes on pages 49 to 69 form part of these financial statements.
Consolidated Statement of Changes in Equity
for the year ended 31 December 2015 48
NAHL Group plc
Annual Report and Accounts 2015
2015 2014
Note £000 £000
Cash flows from operating activities
Continuing operations
Profit for the year 10,766 9,478
Adjustments for:
Depreciation 4 175 212
Amortisation 15 261 –
Financial income 8 (59) (590)
Financial expense 9 228 291
Share based payments 21 833 288
Taxation 10 3,184 2,594
15,388 12,273
Increase in trade and other receivables (813) (557)
Increase in trade and other payables 226 40
Decrease in other payables relating to legacy pre-LASPO ATE product 2 (2,910) (5,575)
11,891 6,181
Interest paid (216) (443)
Tax paid (3,127) (4,469)
Net cash from operating activities – continuing operations 8,548 1,269
Net cash from operating activities – discontinued operations
1
3 – (654)
Net cash from operating activities 8,548 615
Cash flows from investing activities
Continuing operations
Acquisition of property, plant and equipment 16 (195) (27)
Interest received 59 110
Intangible assets acquired 15 (51) –
Consideration paid for the acquisition of subsidiaries 13 (33,681) –
Cash acquired from business combination 5,572 –
Income from crystallisation of contingent asset – 480
Net cash from investing activities – continuing operations (28,296) 563
Net cash used in investing activities – discontinued operations 3 – –
Net cash used in investing activities (28,296) 563
Cash flows from financing activities
Continuing operations
New share issue 14,272 819
Repayment of borrowings (5,901) (996)
New borrowings acquired 15,000 –
Bank arrangement fees for new borrowings (230) –
Dividends paid (6,974) (2,057)
Net cash used in financing activities – continuing operations 16,167 (2,234)
Net cash used in financing activities – discontinued operations 3 – 250
Net cash used in financing activities 16,167 (1,984)
Net decrease in cash and cash equivalents (3,581) (806)
Cash and cash equivalents at 1 January 13,637 14,443
Cash and cash equivalents at 31 December 23 10,056 13,637
1 Net cash from operating activities, discontinued operations, includes operating cashflows of £444,000 from discontinued operations and £210,000 of 
costs borne by the Group.
Consolidated Cash Flow Statement
for the year ended 31 December 2015 Financial Statements Governance Strategic Report
49
NAHL Group plc
Annual Report and Accounts 2015
1. Accounting policies
Basis of preparation
Consolidated financial statements 
The Consolidated Financial Statements for the year ended 31 December 2015 have been prepared in accordance with 
International Financial Reporting Standards as adopted by the European Union (‘IFRS') and with those parts of the Companies 
Act 2006 applicable to companies reporting under IFRS. 
The consolidated financial information has been prepared on a going concern basis and under the historical cost convention. 
The Directors have prepared cash flow forecasts for the period until 31 December 2016. Based on these, the Directors confirm 
that there are sufficient cash reserves to fund the business for the period under review, and believe that the Group is well placed 
to manage its business risk successfully. For this reason they continue to adopt the going concern basis in preparing 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 in which the Group has a greater than 50 percent 
shareholding 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 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. This policy does not apply on the acquisition of Consumer Champion Group 
Limited for which reverse acquisition accounting has been applied. 
Use of judgements and estimates
The preparation of financial statements in conformity with IFRSs requires management to make judgements and estimates that 
affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results 
may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to 
accounting estimates are recognised in the year in which the estimates are revised and in any future years affected.
Revenue, other than pre-LASPO ATE income, is not considered to be a key judgement or estimate as the revenue recognised is 
equal to the cash received with no further clawback or commitments. 
Judgements
In applying the Group’s accounting policies, management has applied judgement in the following area that has a significant 
impact on the amounts recognised in the financial statements.
Intangible assets
When the Group makes an acquisition, management determines whether any intangible assets should be recognised separately 
from goodwill.
Notes to the Financial Statements 50
NAHL Group plc
Annual Report and Accounts 2015
Notes to the Financial Statements continued
Estimates
Discussed below are key assumptions concerning the future, and other key sources of estimation at the reporting date, that have 
a risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year.
Impairment of goodwill
The Group determines on an annual basis whether goodwill is impaired. This requires an estimation of the future cash flows of the 
cash generating units to which the goodwill is allocated; see note 14.
Contingent consideration
When the Group acquires businesses, total consideration may consist of additional amounts payable on agreed post-completion 
dates. These further amounts are contingent on the acquired business meeting agreed performance targets. At the date of 
acquisition, the Group reviews the profit and cash forecasts for the acquired business and estimates the amount of contingent 
consideration that is likely to be due.
Recoverability of trade receivables
Trade receivables are reflected net of an estimated provision for impairment losses. This provision considers the past payment 
history and the length of time that the debt has remained unpaid; see note 17 and 23.
Deferred tax
Deferred tax assets and liabilities require management judgement in determining the amounts to be recognised, with 
consideration given to the timing and level of future taxable income; see note 11 and 12.
New standards, interpretations and amendments not yet effective
The Group has not applied the following new and revised IFRSs that have been issued but are not yet effective:
• IFRS 16: Leases – Effective for annual reporting periods beginning on or after 1 January 2019.
• IFRS 9: Financial Instruments – Effective for annual reporting periods beginning on or after 1 January 2018, with early 
application permitted. 
• IFRS 15: Revenue from Contracts with Customers – Effective for annual reporting periods beginning on or after 1 January 2017, 
with early application permitted. 
• Amendments to IAS 16 and IAS 38: Clarification of Acceptable Methods of Depreciation and Amortisation – Effective for 
annual reporting periods beginning on or after 1 January 2016, with early application permitted. 
• IAS 12: Recognition of deferred tax assets for unrealised losses – Effective for annual reporting periods beginning on or after  
1 January 2017. 
• Amendments to IAS 1: Disclosure Initiative – Effective for annual reporting periods beginning on or after 1 January 2016, with 
early application permitted.
• Amendments to IAS 27: Equity Method in Separate Financial Statements – Effective for annual reporting periods beginning on 
or after 1 January 2016, with early application permitted.
• Amendments to IFRSs: Annual Improvements to IFRSs 2012-2012 Cycle – Effective for annual reporting periods beginning on 
or after 1 January 2016, with early application permitted. 
• Amendments to IFRS 10, IFRS 12 and IAS 28: Investment Entities: Applying the Consolidation Exception – Effective for annual 
reporting periods beginning on or after 1 January 2016, with early application permitted.
The Group has considered the impact of the above standards and revisions and has concluded that they will not have a material 
impact on the Group’s financial statements. A review of IFRS 16 Leases will be conducted to determine its impact on the Group.
Use of non-GAAP measures
The Directors believe that underlying operating profit provides additional useful information for shareholders on underlying 
trends and performance. This measure is used for performance analysis. Underlying operating profit is not defined by IFRS and 
therefore may not be directly comparable with other companies’ adjusted profit measures. It is not intended to be a substitute 
for, or superior to, IFRS measurements of operating profit.
The adjustments made to reported operating profit are:
IFRS 2 Share Based Payment – non-cash Group Income Statement charge for share based payments. IFRS 2 requires fair value of 
equity instruments measured at grant date to be spread over the period during which the employees become unconditionally 
entitled to the options. This is a non-cash charge and has been excluded from underlying operating profit as it does not reflect the 
underlying performance of the Group.
IFRS 3 (Revised) Business Combinations – intangible asset amortisation charges and costs arising from acquisitions. Under IFRS 
3 intangible assets are required to be amortised on a straight line basis over their useful economic life and as such is a non-cash 
charge that does not reflect the underlying performance of the business acquired. Similarly, the standard requires all acquisition 
costs to be expensed in the Group Income Statement. Due to their nature, these costs have been excluded from underlying 
operating profit as they do not reflect the underlying performance of the Group.
Other one-off costs – these relate to certain one-off costs associated with the Group’s acquisition activities including any costs in 
relation to aborted acquisitions. These have been excluded from underlying operating profit as they do not reflect the underlying 
performance of the Group.
1. Accounting policies continued Financial Statements Governance Strategic Report
51
NAHL Group plc
Annual Report and Accounts 2015
Going concern
The Group had cash balances of £10,056,000 (2014: £13,637,000), net assets of £55,071,000 (2014: £36,174,000) and net 
current liabilities of £1,857,000 (2014: £1,035,000) as at each year end.
After making enquiries, the directors have a reasonable expectation that the Group has adequate resources to continue in 
operational existence for the foreseeable future. As a consequence, the directors believe that the Group is well placed to manage 
its business risks successfully. As part of the normal management process, detailed projections of future trading are prepared, 
which includes the impact for possible changes in market or regulatory conditions. Based on these projections the Board remains 
positive about the Group’s short and medium term prospects. 
Accordingly, the directors continue to adopt the going concern basis in preparing the Strategic report, Directors’ report and 
financial statements.
Revenue
Personal Injury – Revenue from the provision of enquiries to the panel law firms, based on a cost plus margin model, plus 
commissions received from providers for the sale of additional products by them to the panel law firms. Revenue recognised is 
equal to the cash received with no further clawback or commitments, commissions received are recognised as revenue in the 
period in which the product is used. 
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. 
Conveyancing – Revenue from the provision of online marketing services to target home buyers and sellers in England and Wales 
and offering lead generation services to panel law firms and surveyors in the conveyancing sector. Revenue is recognised on the 
transfer of instruction to panel law firms. Search revenue is recognised as revenue in the period in which the search is contracted.
Critical Care – Revenue from the provision of expert witness reports and case management support within the medico-legal 
framework for multi-track cases. Revenue is recognised on the completion and delivery of reports and provision of case 
management services.
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 income statement.
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.
Amortisation
Intangible assets are amortised on a straight-line basis over their estimated useful lives as follows: 
• Technology related intangibles 5 to 10 years
• Contract related intangibles 5 to 10 years
• Brand names 5 to 10 years
• Other intangible assets 3 years
No amortisation is charged on assets under construction as these are not yet in use.
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:
• Office equipment 3 to 5 years
• Computers 3 years
Operating leases
Operating lease rentals are charged to the income statement on a straight line basis over the period of the lease.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an 
integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose only of 
the cash flow statement. 52
NAHL Group plc
Annual Report and Accounts 2015
Notes to the Financial Statements continued
Taxation
Tax on the income statement 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.
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.
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.
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.
Impairment
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 is the greater of its value in use and its fair value less costs to sell. In 
assessing 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’). The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to 
cash-generating units, or (‘CGU'). Subject to an operating segment ceiling test, 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 income statement. 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.
1. Accounting policies continued Financial Statements Governance Strategic Report
53
NAHL Group plc
Annual Report and Accounts 2015
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.
Non-current assets held for sale and discontinued operations
A non-current asset or a group of assets containing a non-current asset (a disposal group) is classified as held for sale if its 
carrying amount will be recovered principally through sale rather than through continuing use, it is available for immediate sale 
and sale is highly probable within one year.
On initial classification as held for sale, non-current assets and disposal groups are measured at the lower of previous carrying 
amount and fair value less costs to sell with any adjustments taken to profit or loss. The same applies to gains and losses on 
subsequent re-measurement, although gains are not recognised in excess of any cumulative impairment loss. Any impairment 
loss on a disposal group first is allocated to goodwill, and then to remaining assets and liabilities on pro rata basis, except that no 
loss is allocated to inventories, financial assets, deferred tax assets, employee benefit assets and investment property, where 
applicable, which continue to be measured in accordance with the Group’s accounting policies. Intangible assets and property, 
plant and equipment once classified as held for sale or distribution are not amortised or depreciated. 
A discontinued operation is a component of the Group’s business that represents a separate major line of business or 
geographical area of operations that has been disposed of or is held for sale, or is a subsidiary acquired exclusively with a view to 
resale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified 
as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative income statement is 
restated as if the operation has been discontinued from the start of the comparative period.
2. Operating segments
Personal 
Injury
Pre-LASPO 
ATE Conveyancing
Critical 
Care
Other 
segments
One-off 
items
Total  
continuing
PPI 
Claimline 
(disc.) Total
  £000 £000 £000 £000 £000 £000 £000 £000 £000
Year ended 31 December 2015
Revenue 45,081 – 3,522 2,113 – – 50,716 – 50,716
Depreciation and amortisation (160) – (22) (5) (249) – (436) – (436)
Operating profit/(loss) 15,528 – 825 644 (1,375) (1,503) 14,119 – 14,119
Financial income 49 – – – 10 – 59 – 59
Financial expenses – – (2) – (226) – (228) – (228)
Profit/(loss) before tax 15,577 – 823 644 (1,591) (1,503) 13,950 – 13,950
Trade receivables 2,646 – 215 3,351 – – 6,212 – 6,212
Segment liabilities (6,960) (3,601) (298) (884) (807) – (12,550) – (12,550)
Capital expenditure 82 – 113 – – – 195 – 195
Year ended 31 December 2014
Revenue 43,848 – – – – – 43,848 1,506 45,354
Depreciation and amortisation (212) – – – – – (212) (31) (243)
Operating profit/(loss) 14,321 – – – (1,608) (940) 11,773 (232) 11,541
Financial income – – – – 590 – 590 – 590
Financial expenses – – – – (291) – (291) – (291)
Profit/(loss) before tax 14,321 – – – (1,309) (940) 12,072 (232) 11,840
Trade receivables 3,176 – – – – – 3,176 – 3,176
Segment liabilities (6,443) (6,511) – – (1,245) – (14,199) – (14,199)
Capital expenditure 27 – – – – – 27 – 27
Geographic information
All revenue and assets of the Group are based in the UK.
Operating segments
The expansion of the Group has resulted in a change to the way the segments are reviewed by the entity’s Chief Operating 
Decision Maker (CODM), being the Board, for performance assessment and resource allocation decisions. The segments used in 
reporting by the CODM, and considered relevant to the business are segmented on a product basis. These segments are:
Personal Injury – Revenue from the provision of enquiries to the panel law firms, based on a cost plus margin model, plus 
commissions received from providers for the sale of additional products by them to the panel law firms. 54
NAHL Group plc
Annual Report and Accounts 2015
Notes to the Financial Statements continued
2. Operating segments continued
Pre-LASPO ATE – Revenue is 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. Included in the balance 
sheet is a liability that has been separately identified due to its material value. This balance is commissions received in advance 
that are due to be paid back to the insurance provider. No interest is due on this liability.
Conveyancing – Revenue from the provision of online marketing services to target home buyers and sellers in England and Wales 
offering lead generation services to panel law firms and surveyors in the conveyancing sector and the provision of conveyancing 
searches for solicitors and licensed conveyancers.
Critical Care – Revenue from the provision of expert witness reports and case management support within the medico-legal 
framework for multi-track cases.
Other segments – Costs that are incurred in managing Group activities or not specifically related to a product and including share 
based payments.
One-off items – Costs for the payment of employee bonuses relating to admission of the Group to AIM, costs associated with the 
acquisition of subsidiary undertakings, share based payments and amortisation charges on intangible assets recognised as part 
of business combination.
PPI Claimline (discontinued) – Provision of claims management services focused on recovery of mis-sold payment protection 
insurance. This business was sold on 15 May 2014.
Cash flows from operating activities 
A reconciliation of operating profit to cash generation from operations for Continuing operations has been presented below 
separately identifying net cash flows relating to Continuing operations (comprising cash flows associated with Personal Injury, 
Conveyancing, Critical Care and other segments), the Pre-LASPO ATE product segment and one-off items.
For the period ended 31 December 2015, one off items have also been separately identified.
Reconciliation of operating profit to net cash flows from operating activities
Continuing 
operations
Pre-LASPO 
ATE Sub-total
One-off
 items Total
£000 £000 £000 £000 £000
12 months ended 31 December 2015
Operating profit 14,530 – 14,530 (411) 14,119
Amortisation on business combination 259 – 259 – 259
Equity-settled share based payments 833 – 833 – 833
Underlying operating profit 15,622 – 15,622 (411) 15,211
Depreciation and amortisation 177 – 177 – 177
Increase in trade/other receivables (813) – (813) – (813)
Increase in trade/other payables 226 – 226 – 226
Decrease in liabilities relating to pre-LASPO ATE product – (2,910) (2,910) – (2,910)
Net cash flows from operating activities before interest and tax 15,212 (2,910) 12,302 (411) 11,891
12 months ended 31 December 2014
Continuing 
operations
Pre-LASPO 
ATE Sub-total One off items Total
£000 £000 £000 £000 £000
Operating profit 12,425 – 12,425 (652) 11,773
Equity-settled share based payments 288 – 288 – 288
Underlying operating profit 12,713 – 12,713 (652) 12,061
Depreciation 212 – 212 – 212
Increase in trade/other receivables (557) – (557) – (557)
Increase in trade/other payables 40 – 40 – 40
Decrease in liabilities relating to pre-LASPO ATE product – (5,575) (5,575) – (5,575)
Net cash flows from operating activities before interest and tax 12,408 (5,575) 6,833 (652) 6,181 Financial Statements Governance Strategic Report
55
NAHL Group plc
Annual Report and Accounts 2015
3. Non-current assets held for sale and discontinued operation
The PPI Claimline division was acquired in February 2011 and was classified as held for sale in the 31 December 2013 Historical 
Financial Information as the Company had committed to selling this division and expected to conclude a sale within the next six 
months. The related assets and liabilities were classified as held for sale in the year ended 31 December 2013, and therefore the 
statement of comprehensive income was restated for discontinued operations for all three years presented. 
On the 15 May 2014, the division was sold for £1,500,000 resulting in a loss on disposal of £563,000.
Trading results of the discontinued operation
2015 2014
£000 £000
Revenue – 1,506
Administrative expenses – (1,738)
Loss before tax – (232)
Loss for the year – (232)
Loss from discontinued operations
2015 2014
£000 £000
Proceeds
Capital reduction – 1,500
Disposal
Net assets at 31 December 2013 – 2,295
Loss in the period – (232)
– 2,063
Loss on disposal – (563)
Other losses attributable to discontinued operations
Loss in the period – (232)
Reorganisation costs – (98)
Fees relating to disposal – (112)
– (442)
Total loss from discontinued operations – (1,005)
Loss before tax is stated after charging:
2015 2014
£000 £000
Depreciation of property, plant and equipment – 31
Operating leases – land and buildings – 49
Cash flow statement for discontinued operations
2015 2014
£000 £000
Cash flows from operating activities
Discontinued operations
Loss for the year – (1,005)
Adjustments for:
Depreciation, amortisation and impairment – 31
– (974)
Decrease in trade and other receivables – 1,583
Decrease in trade and other payables – (843)
Cost borne by Group company – (210)
Net cash from financing activities – (444)
Cash flows from operating activities
Discontinued operations
Funding from group companies – 250
Net cash from financing activities – 250
Net decrease in cash and cash equivalents – (194)
Cash and cash equivalents at 1 January – 194
Cash and cash equivalents at 31 December – – 56
NAHL Group plc
Annual Report and Accounts 2015
Notes to the Financial Statements continued
4. Administrative expenses and auditor’s remuneration*
Included in consolidated statement of comprehensive income are the following:
2015 2014
£000 £000
Depreciation of property, plant and equipment 175 212
Amortisation of intangible assets (not relating to business combination) 2 –
Amortisation of intangible assets (relating to business combination) 259 –
Operating leases – land and buildings 220 120
Operating leases – other 50 40
Auditors remuneration 169 352
The analysis of auditors’ remuneration is as follows:
2015 2014
£000 £000
Audit services - statutory audit 69 58
Other assurance services 9 8
Taxation compliance 11 11
Taxation advisory services 6 5
Transaction services 74 270
Total non-audit remuneration 100 294
* Information given excludes that of discontinued operations which are disclosed in note 3.
5. One off items
One off items included in the income statement are summarised below:
2015 2014
£000 £000
IPO related costs 
1
(183) 652
Legal and professional fees relating to acquisitions 
2
570 –
Vendors consultancy fees on Fitzalan acquisition 
3
24 –
411 652
1. As a result of the admission to AIM, income was realised on the crystallisation of an asset that was contingent on an exit event. This contingent asset 
arose as a result of the award of shares to employees by the Employee Benefit Trust (‘EBT’) under the EMI scheme creating loans repayable on exit.  
This income totalled £480,001. Under the trust rules this cash and any previously recognised cash in the EBT is required to be used for the benefit of 
employees. As a result, companywide bonuses were paid in recognition of the successful completion of the IPO. The costs of these bonuses have been 
included in the consolidated statement of comprehensive income as one-off items totalling £652,001. The £480,001 income received for the contingent 
asset has been detailed in note 9. Previously recognised accruals in respect of the IPO of £183,000 were released in the year.
2. Legal and professional fees paid in relation to the acquisitions of Fitzalan, BVC and Bush, including due diligence costs and stamp duty.
3. Fees paid to former senior management of Fitzalan for consultancy services provided in the business post acquisition.
6. Staff numbers and costs
The average number of persons employed by the Group (including Directors) during the year, analysed by category, was as follows:
Number of Employees
2015 2014
Directors 4 3
Others (excluding discontinued operation) 154 119
Others (from discontinued operation) – 33
158 155
The aggregate payroll costs of these persons were as follows:
2015 2014
£000 £000
Wages and salaries 5,969 5,231
Share based payments (see note 21) 833 288
Social security costs 597 599
Pension costs 31 14
7,430 6,132 Financial Statements Governance Strategic Report
57
NAHL Group plc
Annual Report and Accounts 2015
7. Directors’ emoluments 
Proforma emoluments relate to amounts paid to current Directors applying those directorships retrospectively for 2014, prior to 
incorporation of NAHL Group plc. Statutory Director’s emoluments relate to directors registered at Companies House as 
directors of NAHL Group plc for the period during which they were Directors.
 
2015 2014
£000 £000
Proforma Directors’ emoluments 799 1,220
Statutory Directors’ emoluments 799 635
Salary 
and fees Benefits Annual bonus IPO bonus Pension Total 
£000 £000 £000 £000 £000 £000
Year ended 31 December 2014
Executive Directors
J R Atkinson 192 25 115 59 1 392
S Dolton 181 14 109 171 – 475
Non-Executive –
R S Halbert 71 – – 104 – 175
SJ Porteous 
1
118 7 45 1 – 171
G D C Kent 7 – – – 7
569 46 269 335 1 1,220
1. Figures for SJ Porteous include remuneration as an Executive Director prior to 29 May 2014.
No proforma emoluments have been given for 2015 as there is no difference between proforma and statutory Director emoluments.
Statutory Directors’ emoluments
Salary
 and fees Benefits Annual bonus Pension Total 
£000 £000 £000 £000 £000
Year ended 31 December 2015
Executive Directors
J R Atkinson 210 25 135 1 371
S Dolton 168 24 92 – 284
Non-Executive
R S Halbert 81 – – – 81
SJ Porteous 19 – – – 19
G D C Kent 44 – – – 44
522 49 227 1 799
Salary
 and fees Benefits Annual bonus Pension Total 
£000 £000 £000 £000 £000
Year ended 31 December 2014
Executive Directors
J R Atkinson 134 12 115 1 262
S Dolton 130 12 109 – 251
Non-Executive
R S Halbert 49 – – – 49
SJ Porteous 63 3 – – 66
G D C Kent 7 – – – 7
383 27 224 1 635 58
NAHL Group plc
Annual Report and Accounts 2015
Notes to the Financial Statements continued
The Group contributed £1,000 to pension schemes in respect of Directors during the year (2014: £1,000).
The emoluments of the highest paid Director were £371,000 (2014:£262,000).
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 operational board who are not statutory directors in 
addition to the main Board. Disclosure of transactions with key management is detailed in note 27.
8. Financial income
2015 2014
£000 £000
Bank interest income 59 110
Income from crystallisation of contingent asset (note 5) – 480
Total financial income 59 590
9. Financial expense
2015 2014
£000 £000
On bank loans 216 157
Dividends on preference shares – 134
Bank charges 12 –
Total financial expense 228 291
10. Taxation
Recognised in the consolidated statement of comprehensive income
2015 2014
£000 £000
Current tax expense
Current tax on income for the period 3,175 2,610
Adjustments in respect of prior periods – –
Total current tax 3,175 2,610
Deferred tax expense
Origination and reversal of timing differences 9 (16)
Total deferred tax 9 (16)
Tax expense in income statement 3,184 2,594
Total tax charge 3,184 2,594
The Group believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, 
including interpretation of tax law and prior experience.
Reconciliation of effective tax rate
2015 2014
£000 £000
Profit for the year 10,766 8,473
Total tax expense 3,184 2,594
Profit before taxation (including discontinued operations) 13,950 11,067
Tax using the UK corporation tax rate of 20.25% (2014: 21.5%) 2,825 2,379
Income disallowable for tax purposes – (104)
Non-deductible expenses 345 280
Short term timing differences for which no deferred tax is recognised 14 39
Total tax charge 3,184 2,594
Changes in tax rates and factors affecting the future tax charge
Reductions in the UK corporation tax rate from 21% to 20% (effective from 1 April 2015) were substantively enacted on 2 July 2013. 
7. Directors’ emoluments  continued Financial Statements Governance Strategic Report
59
NAHL Group plc
Annual Report and Accounts 2015
11. Deferred tax asset 
2015 2014
£000 £000
At beginning of year 77 61
Recognised in profit and loss (see note 10) (9) 16
Deferred tax asset at end of year 68 77
The asset for deferred taxation consists of the tax effect of temporary differences in respect of:
Property, 
plant & 
equipment
Bad debt 
provisions Total
£000 £000 £000
At 1 January 2014 47 14 61
Recognised in profit and loss 16 – 16
At 31 December 2014 63 14 77
Recognised in profit and loss (19) 10 (9)
At 31 December 2015 44 24 68
12. Deferred tax liability
2015 2014
£000 £000
At beginning of year – –
Arising on business combination (see note 13) 1,738 –
Deferred tax liability at end of year 1,738 –
13. Acquisitions
Acquisition of Fitzalan Partners Limited 
On 17 February 2015 the Group acquired the entire share capital of Fitzalan Partners Limited (Fitzalan). The company is an online 
marketing specialist servicing home buyers and sellers in England and Wales. The acquisition of Fitzalan represents the Group’s 
first move into an adjacent consumer legal services market.
Acquisition of Best Value Conveyancing 
On 30 June 2015, Fitzalan acquired the trading assets of Best Value Conveyancing (BVC). BVC provides lead generation services 
to law firms in the conveyancing sector. 
Acquisition of Bush & Company Rehabilitation Limited
On 14 October 2015 the Group acquired the entire share capital of Bush & Company Rehabilitation Limited (Bush). The company 
provides expert witness reports and case management support within the medico-legal framework for multi-track cases.
Fair values
The acquisitions had the following effect on the Group’s assets and liabilities:
Fitzalan BVC Bush Total
£000 £000 £000 £000
Intangible assets 352 199 8,111 8,662
Tangible assets – – 53 53
Trade and other receivables 141 – 3,362 3,503
Cash and cash equivalents 626 – 4,946 5,572
Trade and other payables (445) – (1,231) (1,676)
Deferred tax liability (71) (40) (1,627) (1,738)
Net assets acquired 603 159 13,614 14,376
Goodwill arising on acquisition 3,709 40 15,592 19,341
Fair value of net assets acquired and goodwill arising 4,312 199 29,206 33,717
Cash consideration 3,512 163 28,599 32,274
Fair value of deferred consideration 800 36 607 1,443
Fair value of net assets acquired and goodwill arising 4,312 199 29,206 33,717
As at 31 December 2015, £36,000 of deferred consideration was still outstanding in respect of the BVC acquisition, therefore the 
total cash paid for the above acquisitions as at 31 December 2015 was £33,681,000.
The Group incurred acquisition related costs of £570,000 related to professional fees paid for due diligence, general professional 
fees and legal related costs. These costs have been included as one off items in the Group’s consolidated income statement. 
Goodwill in BVC has been combined with the Fitzalan goodwill and are considered to be a single cash generating unit (CGU).
For all acquisitions made in the year, fair values remain provisional, but will be finalised within 12 months of acquisition. 60
NAHL Group plc
Annual Report and Accounts 2015
Notes to the Financial Statements continued
14. Goodwill
Personal 
Injury Conveyancing
Critical 
Care Total
£000 £000 £000 £000
Cost
At 1 January 2014 39,897 – – 39,897
At 31 December 2014 39,897 – – 39,897
Acquired through business combination – 3,749 15,592 19,341
At 31 December 2015 39,897 3,749 15,592 59,238
Impairment
At 1 January 2014 – – – –
At 31 December 2014 – – – –
At 31 December 2015 – – – –
Net book value
At 31 December 2014 39,897 – – 39,897
At 31 December 2015 39,897 3,749 15,592 59,238
Where goodwill arose as part of a business acquisition, it forms part of cash generating units (‘CGU') asset carrying value which is 
tested for impairment annually. The Group has reassessed the CGU’s in light of the expansion to the Group and the changes to 
operating segments and has determined that for the purposes of impairment testing each segment, i.e. Personal Injury, 
Conveyancing and Critical Care, is the appropriate level at which to test. Due to the discontinued nature of the pre-LASPO ATE 
product, no goodwill has been allocated to it.
The recoverable amounts for the CGUs are predominantly based on value in use which is calculated on the cash flows expected to 
be generated by the division using the latest budget data for the coming year, extrapolated at an annual growth rate for four years 
and no growth into perpetuity, discounted at a post-tax WACC of 8.6% (2014: 8.0%). The key assumptions in the value in use 
calculation are the discount rate and growth rate. The discount rate is based on the Group’s post-tax cost of capital and estimated 
cost of equity, which the Directors consider equated to market participants rate. The movement in discount rate compared to 
prior year is the result of the increased level of borrowing. In preparing the formal budget for the next financial period, expected 
EBITDA is based on past experience of the performance of the CGUs adjusted for known changes.
The Chancellor announced in his Autumn Statement on 25 November 2015 the possible intention to increase the small claims 
limit to £5,000 for personal injury claims. At this stage no legislation has been put in place and there is no certainty that any 
changes will be made. Whilst it is believed that some increase is likely in the small claims limit, there is as much opportunity as 
there is risk as to the impact this could have on the profitability of the Personal Injury CGU. It is therefore believed that a zero 
growth rate is appropriate until such clarity is received.
Based on the operating performance of the CGUs, no impairment loss was identified at any of the two years under review, and 
there is sufficient headroom to indicate that no reasonable change to key assumptions would result in an impairment of this 
goodwill. The key growth assumptions were as follows:
2015 2014
Personal Injury 0.0% 5.0%
Conveyancing 10.0% –
Critical Care 10.0% –
The following table shows the percentage to which the discounted WACC rate would need to increase and the percentage to 
which the budgeted operating cash flows growth rates would need to decrease to, in order for the estimated recoverable amount 
of the CGUs to be equal to the carrying amount:
Discount Rate Growth
2015 2014 2015 2014
Personal Injury 45.0% 42.0% (25.1%) (20.0%)
Conveyancing 252.3% – (66.1%) –
Critical Care 14.3% – 4.6% – Financial Statements Governance Strategic Report
61
NAHL Group plc
Annual Report and Accounts 2015
15. Intangibles assets
Technology 
related
Contract 
related Brand names Other
Assets under 
construction Total
£000 £000 £000 £000 £000 £000
Cost
At 31 December 2014 – – – – – –
Additions – – – 47 4 51
Additions through business combination 167 7,746 749 – – 8,662
At 31 December 2015 167 7,746 749 47 4 8,713
Amortisation
At 31 December 2014 – – – – – –
Amortisation charge for the year – – – 2 – 2
Amortisation charge on business combination 22 214 23 – – 259
At 31 December 2015 22 214 23 2 – 261
Net book value
At 31 December 2014 – – – – – –
At 31 December 2015 145 7,532 726 45 4 8,452
The intangibles assets recognised on business combination were acquired as part of the acquisitions of Fitzalan, BVC and Bush.
16. Property, plant and equipment 
Fixtures & 
fittings Total
£000 £000
Cost
At 1 January 2015 1,072 1,072
Additions 195 195
Additions through business combination 167 167
At 31 December 2015 1,434 1,434
Depreciation and impairment 
At 1 January 2015 886 886
Additions through business combination 114 114
Depreciation charge for the year 175 175
At 31 December 2015 1,175 1,175
Net book value
At 31 December 2014 186 186
At 31 December 2015 259 259
Fixtures & 
fittings Total
£000 £000
Cost
At 1 January 2014 1,045 1,045
Additions 27 27
At 31 December 2014 1,072 1,072
Depreciation and impairment 
At 1 January 2014 674 674
Depreciation charge for the year 212 212
At 31 December 2014 886 886
Net book value
At 31 December 2013 371 371
At 31 December 2014 186 186 62
NAHL Group plc
Annual Report and Accounts 2015
Notes to the Financial Statements continued
17. Trade and other receivables
2015 2014
£000 £000
Trade receivables: due in less than one year 5,526 3,176
Trade receivables: due in more than one year 686 –
Accrued income 361 –
Other receivables 1,140 355
7,713 3,531
Prepayments 331 194
8,044 3,725
18. Other interest-bearing loans and borrowings
This note provides information about the contractual terms of the Group’s other interest-bearing loans and borrowings, which are 
measured at amortised cost. For more information about the Group’s exposure to interest rate and foreign currency risk, see note 23.
2015 2014
£000 £000
Current liabilities
Current portion of secured bank loans 3,750 2,950
Less future finance charges (57) –
3,693 2,950
Non-current liabilities
Secured bank loans 11,250 2,951
Less future finance charges (161) –
11,089 2,951
Total other interest-bearing loans and borrowings 14,782 5,901
Terms and debt repayment schedule 
Currency Nominal interest rate
Year of 
maturity
Face value
2015
£000
Carrying 
amount
2015
£000
Face value
2014
£000
Carrying 
amount
2014
£000
Bank Loan GBP 2.50% above Libor 2016 – – 5,901 5,901
Bank Loan
1
GBP 1.65% above Libor 2019 15,000 15,000 – –
15,000 15,000 5,901 5,901
1. The loan of £15,000,000 replaced the existing loan of £5,901,000 and is repayable over eight instalments of £1,875,000 every 6 months starting on  
30 June 2016. Interest is payable at 1.65% above LIBOR.
19. Trade and other payables
2015 2014
£000 £000
Trade payables 3,434 1,442
Other taxation and social security 517 414
Other payables, accruals and deferred revenue 3,455 2,962
Customer deposits 1,543 2,870
8,949 7,688
20. Share Capital 
2015 2014
Number of shares
‘A’ ordinary shares of £0.0025 each 45,265,000 41,150,000
45,265,000 41,150,000
£000 £000
Allotted, called up and fully paid
45,265,000 (2014: 41,150,000) ‘A’ ordinary shares of £0.0025 each 113 103
113 103
Shares classified in equity 113 103
113 103 Financial Statements Governance Strategic Report
63
NAHL Group plc
Annual Report and Accounts 2015
21. Share based payments
The Group operates 3 employee share plans as follows:
SAYE plan
The SAYE plan is available to all employees. Options may be satisfied by newly issued Ordinary Shares, Ordinary Shares 
purchased in the market by an employees’ trust or by the transfer of Ordinary Shares held in treasury.
EMI Scheme
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). Options may be granted as tax-favoured enterprise management incentive 
options (EMI Options) or non-tax favoured Options.
LTIP
The 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, Ordinary Shares purchased in the market by an 
employees’ trust 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 Number of instruments Vesting conditions Contractual life of options
SAYE Equity-settled award to 56 employees granted  
by the parent company on 29 May 2014
270,448 Ordinary Shares Performance based Third anniversary of 
Date of Grant
LTIP Equity-settled award to 4 employees granted  
by the parent company on 29 May 2014
790,004 Ordinary Shares Performance based Third anniversary of 
Date of Grant
EMI Equity-settled award to 9 employees granted  
by the parent company on 11 December 2014
899,996 Ordinary Shares Performance based Announcement of  
2016 results
EMI Equity-settled award to 3 employees granted  
by the parent company on 13 April 2015
403,668 Ordinary Shares Performance based Third anniversary of 
Date of Grant 
EMI Equity-settled award to 9 employees granted  
by the parent company on 9 October 2015
185,299 Ordinary Shares Performance based Third anniversary of 
Date of Grant
EMI Equity-settled award to 1 employee granted  
by the parent company on 2 December 2015
120,689 Ordinary Shares Performance based Third anniversary of 
Date of Grant
The number and weighted average exercise prices of share options are as follows:
2015 2014
Weighted 
average 
exercise price
Number of 
options
Weighted 
average 
exercise price
Number of 
options
£ No. £ No.
Outstanding at the beginning of the year 1.13 1,939,748 6.66 16,356
Exercised during the year – – (6.66) (16,356)
Granted during the year 3.59 709,656 1.13 1,960,448
Forfeited during the year (1.60) (27,562) (1.60) (20,700)
Outstanding at the end of the year 1.69 2,621,842 1.13 1,939,748
Exercisable at the end of the year – – – –
A charge of £833,000 (2014: £288,000) has been made through profit and loss in the current year.
The fair value of each employee share option has been measured using the Black-Scholes formula where an expected volatility of 
65.0% (2014: 65.0%) has been used as well as a risk-free interest rate (based on government bonds) of 1.0% (2014: 1.0%). 
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. 64
NAHL Group plc
Annual Report and Accounts 2015
Notes to the Financial Statements continued
22. Earnings per share
The calculation of basic earnings per share at 31 December 2015 is based on profit attributable to ordinary shareholders of 
£10,766,000 (2014: £8,473,000) and a weighted average number of ordinary share outstanding of 42,040,643 
(2014: 41,150,000).
Profit attributable to ordinary shareholders (basic)
£000 2015 2014
Profit for the year attributable to the shareholders – continuing 10,766 9,478
Loss for the year attributable to the shareholders – discontinued – (1,005)
Profit for the year attributable to the shareholders – Total 10,766 8,473
Weighted average number of ordinary shares (basic)
Number Note 2015 2014
Issued ordinary shares at 1 January 20 41,150,000 41,150,000
Weighted average number of ordinary shares at 31 December 20 42,040,643 41,150,000
Basic Earnings per share (p)
2015 2014
Group 25.6 20.6
Continuing operations 25.6 23.0
Discontinued operations – (2.4)
The Company has in place share based payment schemes to reward employees. At the 31 December 2015, there were options 
within the LTIP, EMI and SAYE schemes that were at a value that would reasonably result in the options being exercised. The total 
number of options available for these schemes included in the diluted earnings per share calculation is 938,719. There are no 
other diluting items.
Diluted Earnings per share (p)
2015 2014
Group 25.0 20.2
Continuing operations 25.0 22.6
Discontinued operations – (2.4)
23. 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 interest rate risk and liquidity 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.
Trade and other receivables
The fair value of trade and other receivables 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.
Trade payables
The fair value of trade and other payables is 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.
Cash and cash equivalents
The fair value of cash and cash equivalents is estimated as its carrying amount where the cash is repayable on demand. Where it 
is not repayable on demand then the fair value is estimated at the present value of future cash flows, discounted at the market 
rate of interest at the balance sheet date.
Interest-bearing borrowings
Fair value is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of 
interest at the balance sheet date. 
The interest rate used to discount estimated cash flows of 8.6% is based on market rates.  Financial Statements Governance Strategic Report
65
NAHL Group plc
Annual Report and Accounts 2015
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:
Fair value 
hierarchy 
Carrying 
amount
Fair 
value
Carrying 
amount
Fair 
value
2015 2015 2014 2014
£000 £000 £000 £000
Cash and receivables
Cash and cash equivalents 10,056 10,056 13,637 13,637
10,056 10,056 13,637 13,637
Trade and other receivables (note 17) 7,713 7,713 3,531 3,531
Total financial assets 17,769 17,769 17,168 17,168
Financial liabilities measured at amortised cost
Other interest-bearing loans and borrowings (note 18) Level 2 15,000 15,000 5,901 5,901
Trade payables (note 19) 3,434 3,434 1,442 1,442
Total financial liabilities measured at amortised cost 18,434 18,434 7,343 7,343
Fair value hierarchy
IFRS 7 requires fair value measurements to be recognised using a fair value hierarchy that reflects the significance of the inputs 
used in the value measurements:
Level 1 – inputs are quoted prices in active markets.
Level 2 – a valuation that uses observable inputs for the asset or liability other than quoted prices in active markets.
Level 3 – a valuation using unobservable inputs, i.e. a valuation technique.
There were no transfers between levels throughout the periods under review.
(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 and investment securities.
Management consider the credit risk to be low as a result of the deposits held for all significant customers. As at 31 December 
2015 these deposits reflect 24.8% (2014: 90.4%) of the balance of trade receivables.
Exposure to credit risk
The maximum exposure to credit risk at the sheet date by class of financial instrument was;
2015 2014
£000 £000
Trade receivables 6,212 3,176
Deposits with key customers are held to mitigate the potential credit risk. At each balance sheet date, the amount of deposit held was;
2015 2014
£000 £000
Customer deposits 1,543 2,870 66
NAHL Group plc
Annual Report and Accounts 2015
Notes to the Financial Statements continued
Credit quality of financial assets and impairment losses
The aging of trade receivables at the balance sheet date was:
Gross: 
Standard 
Terms
Gross: 
Deferred 
Terms Impairment
Gross: 
Standard 
Terms
Gross: 
Deferred 
Terms Impairment
2015 2015 2015 2014 2014 2014
£000 £000 £000 £000 £000 £000
Not past due 2,789 906 (56) 3,247 – (71)
Past due (1-30 days) 1,140 4 – – – –
Past due (30-120 days) 929 26 (11) – – –
Past due (over 120 days) 584 – (99) – – –
5,442 936 (166) 3,247 –  (71)
The movement in the allowance for impairment in respect of trade receivables during the year was as follows:
2015 2014
£000 £000
Balance at 1 January 71 70
Allowance recognised 95 1
Balance at 31 December 166 71
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.
(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 overdrafts and 
loans 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: 
2015
Secured  
bank loans
Trade and 
other 
payables Total
£000 £000 £000
Non-derivative financial instruments
Carrying amount (15,000) (3,434) (18,434)
Contractual cash flows:
1 year or less (4,061) (3,434) (7,495)
1 to 2 years (3,977) – (3,977)
2 to 5 years (7,707) – (7,707)
(15,745) (3,434) (19,179)
2014
Non-derivative financial instruments
Carrying amount (5,901) (1,442) (7,343)
Contractual cash flows:
1 year or less (3,131) (1,442) (4,573)
1 to 2 years (3,041) – (3,041)
(6,172) (1,442) (7,614)
23. Financial instruments continued Financial Statements Governance Strategic Report
67
NAHL Group plc
Annual Report and Accounts 2015
(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 has no foreign currency risk as all transactions are in Sterling.
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 fair 
value or future cash flows of a financial instrument will fluctuate because of changes in interest rates.
At the balance sheet dates, there were no interest-bearing financial assets; however the interest rate profile of the Group’s 
interest-bearing financial liabilities was:
2015 2014
£000 £000
Variable rate instruments
Financial liabilities 15,000 5,901
Total interest bearing financial instruments 15,000 5,901
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 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.
2015 2014
£000 £000
Profit for the year
Increase (75) (30)
Decrease 75 30
Market risk – Equity price risk
The Company does not have an exposure to equity price risk as it holds no investment in equity securities which are classified as 
available for sale financial assets or designated at fair value through profit or loss. 
(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.
24. Operating leases
Non-cancellable operating lease rentals are payable as follows:
 2015 2014
£000 £000
Less than one year 182 31
Between one and five years 1,321 66
1,503 97
The Group leases a number of office buildings under operating leases. During the year £270,000 was recognised as an expense in 
the income statement in respect of operating leases (2014: £160,000). 
25. Commitments
Capital commitments
At 31 December 2015 the Group had no capital commitments (2014: £nil). 68
NAHL Group plc
Annual Report and Accounts 2015
Notes to the Financial Statements continued
26. Transactions with owners, recorded directly in equity
On the 29 May 2014, NAHL Group plc was admitted to trading on AIM. The steps required to complete this admission have been 
included within the condensed consolidated statement of changes in equity and have been further explained below:
Issue of deferred share
A deferred share was issued at a premium resulting in the transfer of £50,000,000 from the merger reserve to share premium. 
NAHL Group plc declared a bonus issue of a single deferred share of £0.0001 (a “Deferred Share”) with a share premium 
£50,000,000. This transaction resulted in £50,000,000 of the merger reserve being transferred to the share premium account 
split pro rata between the different classes of shares.
Disposal of assets held for sale
The market value of the group of companies, headed by Seebeck 62 Limited, classified as held for sale was calculated as being 
£1,500,000 by the Directors of the Group. On the 15 May 2014, Seebeck 62 Limited was then demerged via a capital reduction of 
this value to the share premium account. A same day registration of the reduction of capital at Companies House has been made. 
Further details of the demerger can be seen in note 3.
Issue of new Ordinary Shares
On the 29 of May 2014, 1,150,000 new ordinary shares with a par value of £0.0025 were issued. These raised an additional 
£2,300,000 funds for the Group. The fees relating to this transaction totalled £1,436,000. These costs have been charged as a 
reduction to share premium resulting in a net increase to share premium of £861,000 and share capital of £3,000.
Other transactions with owners
Included within other transactions with owners are the following transactions resulting in a net impact of £45,000:
• Share capital has been reduced by £131,000. This is the result of £172,000 reduction in the par value of existing shares and 
the bonus issue of F shares increasing share capital by £41,000. The bonus issue occurred prior to merger where Consumer 
Champion Group Limited declared a 99 for 1 F share bonus issue to all shareholders using distributable reserves. There was 
then an F share 1 for 100 consolidation.
• Acquisition accounting for the purchase also resulted in the removal of interest in own shares of £14,000.
• Share premium has been increased to allow the £172,000 reduction in the par value of shares set off by the removal of 
£100,000 existing share premium as part of the acquisition accounting.
On 18 June 2015, NAHL Group plc carried out a capital reduction exercise. The steps required to complete the capital reduction 
have been included within the consolidated statement of changes in equity and have been further explained below:
Bonus issue of Capital reduction shares
The amount standing to the credit of the Group’s merger reserve in the sum of £16,928,000 was capitalised by way of a bonus 
issue of newly created Capital Reduction Shares with a nominal value of £0.41 each; and
Capital reduction shares cancelled
The newly created Capital Reduction Shares were cancelled; the amount standing to the credit of the Group’s share capital 
account in the sum of £16,928,000 was cancelled and recognised in retained earnings.
Capital reduction 
The amount standing to the credit of the Group’s share premium account in the sum of £49,532,649 was cancelled in full and the 
amount was recognised in retained earnings.
Following the approval by the Group’s shareholders of the resolutions in the Capital Reduction and the subsequent approval by 
the Court, the Group’s distributable reserves were increased by £66,460,649.
Issue of new ordinary shares
On the 14 of October 2014, 4,115,000 new ordinary shares with a par value of £0.0025 were issued. These raised an additional 
£14,608,250 funds for the Company. The fees relating to this transaction totalled £336,600. These costs have been charged as a 
reduction to share premium resulting in a net increase to share premium of £14,261,363 and share capital of £10,287.
27. Related parties
Transactions with key management personnel
Key management personnel in situ at the 31 December 2015 and their immediate relatives control 4.8 per cent 
(2014: 13.7 per cent) 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 Helpline 
Limited, Fitzalan Partners 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:
2015 2014
£000 £000
Short term employment benefits 1,794 2,307
Termination benefits – 150
1,794 2,457 Financial Statements Governance Strategic Report
69
NAHL Group plc
Annual Report and Accounts 2015
On the 15 May 2014 PPI Claimline Limited (PPI), a previously 100% owned subsidiary, was sold. As a result of the Directors of 
NAHL Group plc continuing to own shares in PPI it is considered to be a related party. Transactions with PPI since the disposal 
were invoices for services provided by Consumer Champion Group Limited for IT related solutions totalling £2,366. 
At 31 December 2014 £360 remained outstanding. During the year ended 31 December 2015 there were no transactions with PPI 
and the amount outstanding as at 31 December 2015 was £nil.
28. Net Debt
Net cash includes cash and cash equivalents, secured bank loans, loan notes and preference shares.
2015 2014
£000 £000
Cash and cash equivalents 10,056 13,637
Other interest bearing loans and loan notes (14,782) (5,901)
Net (debt)/cash (4,726) 7,736
Set out below is a reconciliation of movements in net debt during the period.
2015 2014
£000 £000
Net decrease in cash and cash equivalents (3,581) (806)
Cash relating to discontinued operations – 194
Cash and cash equivalents net inflow from increase in debt and debt financing (8,881) 996
Movement in net borrowings resulting from cash flows (12,462) 384
Other non-cash changes – (38)
Movement in cash in year (12,462) 346
Net cash at beginning of year 7,736 7,390
Net (debt)/cash at end of year (4,726) 7,736
29. Events after the reporting period
On 11 January 2016 the Group acquired the entire share capital of Searches UK Limited. Due to the proximity of the acquisition 
date to the release of the annual financial statements, valuations of assets and liabilities acquired along with the disclosures 
required by IFRS 3 (Revised) have not yet been prepared. Disclosure will be made in future annual financial statements. The 
Group is paying £2.1m for Searches made up of an initial cash consideration of £1.7m with a further payment of £0.4m on or 
before 30 June 2016 dependent on certain conditions being met.
Searches UK is a leading conveyancing search provider in England & Wales predominantly for residential property transactions. 
The Company acts as a service provider to over 140 solicitors and licensed conveyancers providing search information across six 
core product categories: Local Authority, Drainage & Water, Environmental, Chancel, Planning and Flood. Searches uses a 
nationwide network of search agents to provide the relevant search reports. 70
NAHL Group plc
Annual Report and Accounts 2015
Company Balance Sheet
at 31 December 2015
Note
2015
£000
2014
£000
Non-current assets
Investments 2 52,700 52,700
Current assets
Trade and other receivables 3 33,722 25,306
Net assets 86,422 78,006
Equity 
Share capital 5 113 103
Share option reserve 1,121 288
Share premium 14,262 49,533
Merger reserve – 16,928
Retained earnings 70,926 11,154
Total equity 86,422 78,006
The notes on pages 72 to 76 form part of these financial statements.
These financial statements were approved by the Board of Directors on 21 March 2016 and were signed on its behalf by:
JR Atkinson
Director
Company registered number: 08996352  Financial Statements Governance Strategic Report
71
NAHL Group plc
Annual Report and Accounts 2015
Company Statement of Total Recognised Gains and Losses
for the year ended 31 December 2015
Share 
capital
£000
Share
option
reserve
£000
Share 
premium
£000
Merger 
reserve
£000
Retained 
Earnings
£000
Total
£000
Balance at 1 January 2014 – – – – – –
Total comprehensive income for the year
Profit for the year – – – – 13,211 13,211
Total comprehensive income – – – – 13,211 13,211
Transactions with owners, recorded directly in equity
Fair value of shares acquired through share for share exchange 272 – – 66,928 – 67,200
Issue of deferred share (note 8) – – 50,000 (50,000) – –
Disposal of assets held for sale (note 8) – – (1,500) – – (1,500)
Issue of new ordinary shares (note 8) 3 – 861 – – 864
Share based payments (note 6) – 288 – – – 288
Other transactions with owners (note 8) (172) – 172 – – –
Dividends paid – – – – (2,057) (2,057)
Balance at 31 December 2014 103 288 49,533 16,928 11,154 78,006
Total comprehensive income for the year
Profit for the year – – – – 285 285
Total comprehensive income – – – – 285 285
Transactions with owners, recorded directly in equity
Bonus issue of Capital reduction shares (note 8) 16,928 – – (16,928) – –
Capital reduction shares cancelled (note 8) (16,928) – – – 16,928 –
Capital reduction (note 8) – – (49,533) – 49,533 –
Issue of new ordinary shares (note 8) 10 – 14,262 – – 14,272 
Share based payments (note 8) – 833 – – – 833 
Dividends paid – – – – (6,974) (6,974)
Balance at 31 December 2015 113 1,121 14,262 – 70,926 86,422
The notes on pages 72 to 76 form part of these financial statements. 72
NAHL Group plc
Annual Report and Accounts 2015
Notes to the Company Financial Statements
1. Accounting policies
Basis of preparation
Financial statements 
The Financial Statements for the year ended 31 December 2015 have been prepared in accordance with International Financial 
Reporting Standards as adopted by the European Union (“IFRS”) and with those parts of the Companies Act 2006 applicable to 
companies reporting under IFRS. This has changed from the prior year, in the transition to IFRS from old UK GAAP, the Company 
has made no measurement and recognition adjustments.
The financial information has been prepared on a going concern basis and under the historical cost convention. 
A cash flow statement has not been presented on the basis that the Company does not have a bank account, there has been no 
change in the cash position in the year and all payments are made by Consumer Champion Group Limited on behalf of the Company.
Use of judgements and estimates
The preparation of financial statements in conformity with IFRSs requires management to make judgements and estimates that 
affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results 
may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to 
accounting estimates are recognised in the year in which the estimates are revised and in any future years affected.
Judgements
In applying the Company’s accounting policies, management has not applied judgement in any area that has a significant impact 
on the amounts recognised in the financial statements.
Estimates
Discussed below are key assumptions concerning the future, and other key sources of estimation at the reporting date, that have 
a risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year.
Recoverability of trade receivables
Trade receivables are reflected net of an estimated provision for impairment losses. This provision considers the past payment 
history and the length of time that the debt has remained unpaid.
New standards, interpretations and amendments not yet effective
The Company has not applied the following new and revised IFRSs that have been issued but are not yet effective:
• IFRS 16: Leases – Effective for annual reporting periods beginning on or after 1 January 2019.
• IFRS 9: Financial Instruments – Effective for annual reporting periods beginning on or after 1 January 2018, with early 
application permitted. 
• IFRS 15: Revenue from Contracts with Customers – Effective for annual reporting periods beginning on or after 1 January 2017, 
with early application permitted. 
• Amendments to IAS 16 and IAS 38: Clarification of Acceptable Methods of Depreciation and Amortisation – Effective for 
annual reporting periods beginning on or after 1 January 2016, with early application permitted. 
• IAS 12: Recognition of deferred tax assets for unrealised losses – Effective for annual reporting periods beginning on or after 
1 January 2017. 
• Amendments to IAS 1: Disclosure Initiative – Effective for annual reporting periods beginning on or after 1 January 2016, with 
early application permitted.
• Amendments to IAS 27: Equity Method in Separate Financial Statements – Effective for annual reporting periods beginning on 
or after 1 January 2016, with early application permitted.
• Amendments to IFRSs: Annual Improvements to IFRSs 2012-2012 Cycle – Effective for annual reporting periods beginning on 
or after 1 January 2016, with early application permitted. 
• Amendments to IFRS 10, IFRS 12 and IAS 28: Investment Entities: Applying the Consolidation Exception – Effective for annual 
reporting periods beginning on or after 1 January 2016, with early application permitted.
The company has considered the impact of the above standards and revisions and has concluded that they will not have a 
material impact on the Group’s financial statements.
Going concern
The Company had net assets of £86,422,000 (2014: £78,006,000) and net current assets of £33,722,000 (2014: £25,306,000) 
as at each year end.
After making enquiries, the directors have a reasonable expectation that the Company has adequate resources to continue in 
operational existence for the foreseeable future. As a consequence, the directors believe that the Company is well placed to 
manage its business risks successfully. As part of the normal management process, detailed projections of future trading are 
prepared, which includes the impact for possible changes in market or regulatory conditions. Based on these projections the 
Board remains positive about the Company’s short and medium term prospects.  Financial Statements Governance Strategic Report
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NAHL Group plc
Annual Report and Accounts 2015
Accordingly, the Directors continue to adopt the going concern basis in preparing the Strategic Report, Directors’ report and 
financial statements.
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.
Impairment
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.
2. Investments
The Company has the following investments in subsidiaries:  
Country of
Incorporation 
and principal 
place of business
Class of 
shares held Principal activity
Ownership
Name of subsidiary 2015 2014
Consumer Champion Group Limited United Kingdom Ordinary Holding company 100% 100%
Bush & Company Rehabilitation Limited United Kingdom Ordinary Critical care services 100% –
Fitzalan Partners Ltd United Kingdom Ordinary Agency services for solicitors 100% –
NAH Holdings Limited United Kingdom Ordinary Holding company 100% 100%
NAHL Group Limited United Kingdom Ordinary Holding company 100% 100%
National Accident Helpline Limited United Kingdom Ordinary Agency services for solicitors 100% 100%
Lawyers Agency Services Limited United Kingdom Ordinary Non-trading 100% 100%
Accident Helpline Limited United Kingdom Ordinary Dormant 100% 100%
NAH Support Services Limited United Kingdom Ordinary Dormant 100% 100%
Tiger Claims Limited United Kingdom Ordinary Dormant 100% 100%
Your Law Limited United Kingdom Ordinary Dormant 100% 100%
NAH Legal Services Limited United Kingdom Ordinary Dormant 100% 100%
At 31 December 2015 the value of the investment in Consumer Champion Group Limited, its only directly owned subsidiary was 
as follows:
Valuation 
Total
£000
At 1 January 2015 52,700
At 31 December 2014 52,700
3. Trade and other receivables
2015
£000
2014
£000
Amounts due from Group undertakings 33,722 25,306
33,722 25,306 74
NAHL Group plc
Annual Report and Accounts 2015
Notes to the Company Financial Statements continued
4. Financial instruments
The Company has taken an exemption from the requirement to prepare a financial instruments note on the grounds that a parent 
undertaking includes the Company in its own published consolidated financial statements. The amounts owed by group 
undertakings have not been included within the consolidated financial statements and have been considered below.
Amounts owed by group undertakings
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 believe there are no risks arising from these financial instruments on the grounds that the amounts are payable on 
demand and no interest is charged to group undertakings. The Board reviews and agrees policies for managing these risks. 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.
Fair value 
hierarchy
Carrying  
amount 2015
£000
Fair value 
 2015
£000
Carrying  
amount 2014
£000
Fair value 
 2014
£000
Amounts due from Group undertakings 33,722 33,722 25,306 25,306
Total financial assets 33,722 33,722 25,306 25,306
Fair value hierarchy
IFRS 7 requires fair value measurements to be recognised using a fair value hierarchy that reflects the significance of the inputs 
used in the value measurements:
Level 1 – inputs are quoted prices in active markets
Level 2 – a valuation that uses observable inputs for the asset of liability other than quoted prices in active markets
Level 3 – a valuation using unobservable inputs i.e. a valuation technique.
There were no transfers between levels throughout the periods under review.
5. Share Capital 
2015 2014
Number of shares
‘A’ ordinary shares of £0.0025 each 45,265,000 41,150,000
45,265,000 41,150,000
£000 £000
Allotted, called up and fully paid
45,265,000 (2014: 41,150,000) ‘A’ ordinary shares of £0.0025 each 113 103
113 103
Shares classified in equity 113 103
113 103
6. Share based payments
The Company operates 3 employee share plans as follows:
SAYE plan
The SAYE plan is available to all employees. Options may be satisfied by newly issued Ordinary Shares, Ordinary Shares 
purchased in the market by an employees’ trust or by the transfer of Ordinary Shares held in treasury.
EMI Scheme
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”). Options may be granted as tax-favoured enterprise management 
incentive options (“EMI Options”) or non-tax favoured Options.
LTIP
The 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, Ordinary Shares purchased in the market by an 
employees’ trust or by the transfer of Ordinary Shares held in treasury. Financial Statements Governance Strategic Report
75
NAHL Group plc
Annual Report and Accounts 2015
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 Number of instruments Vesting conditions Contractual life of options
SAYE Equity-settled award to 56 employees granted 
by the parent company on 29 May 2014
270,448 ordinary shares Performance based Third anniversary of 
Date of Grant
LTIP Equity-settled award to 4 employees granted  
by the parent company on 29 May 2014
790,004 ordinary shares Performance based Third anniversary of 
Date of Grant
EMI Equity-settled award to 9 employees granted  
by the parent company on 11 December 2014
899,996 ordinary shares Performance based Announcement of  
2016 results
EMI Equity-settled award to 3 employees granted  
by the parent company on 13 April 2015
403,668 ordinary shares Performance based Third anniversary of 
Date of Grant 
EMI Equity-settled award to 9 employees granted  
by the parent company on 9 October 2015
185,299 ordinary shares Performance based Third anniversary of 
Date of Grant
EMI Equity-settled award to 1 employee granted  
by the parent company on 2 December 2015
120,689 ordinary shares Performance based Third anniversary of 
Date of Grant
The number and weighted average exercise prices of share options are as follows:
2015 2014
Weighted 
average 
exercise price
£
Number of 
options
No.
Weighted 
average 
exercise price
£
Number of 
options
No.
Outstanding at the beginning of the year 1.13 1,939,748 6.66 16,356
Exercised during the year – – (6.66) (16,356)
Granted during the year 3.59 709,656 1.13 1,960,448
Forfeited during the year (1.60) (27,562) (1.60) (20,700)
Outstanding at the end of the year 1.69 2,621,842 1.13 1,939,748
Exercisable at the end of the year – – – –
A charge of £833,000 (2014: £288,000) has been made through profit and loss in the current year. This amount has been 
recharged to the subsidiary companies and as such no cost has been recognised within the company.
The fair value of each employee share option has been measured using the Black-Scholes formula where an expected volatility of 
65.0% (2014: 65.0%) has been used as well as a risk-free interest rate (based on government bonds) of 1.0% (2014: 1.0%).  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.
7. Commitments
Capital commitments
At 31 December 2015 the Company had no capital commitments (2014: £nil).
8. Transactions with owners, recorded directly in equity
On the 29 May 2014, NAHL Group plc was admitted to trading on AIM. The steps required to complete this admission have been 
included within the condensed consolidated statement of changes in equity and have been further explained below:
Issue of deferred share
A deferred share was issued at a premium resulting in the transfer of £50,000,000 from the merger reserve to share premium. 
NAHL Group plc declared a bonus issue of a single deferred share of £0.0001 (a “Deferred Share”) with a share premium 
£50,000,000. This transaction resulted in £50,000,000 of the merger reserve being transferred to the share premium account 
split pro rata between the different classes of shares.
Disposal of assets held for sale
The market value of the group of companies, headed by Seebeck 62 Limited, classified as held for sale was calculated as being 
£1,500,000 by the directors of the Company. On the 15 May 2014, Seebeck 62 Limited was then demerged via a capital reduction 
of this value to the share premium account. A same day registration of the reduction of capital at Companies House has been 
made. Further details of the demerger can be seen in note 3.
Issue of new ordinary shares
On the 29 of May 2014, 1,150,000 new ordinary shares with a par value of £0.0025 were issued. These raised an additional 
£2,300,000 funds for the Company. The fees relating to this transaction totalled £1,436,000. These costs have been charged as 
a reduction to share premium resulting in a net increase to share premium of £861,000 and share capital of £3,000. 76
NAHL Group plc
Annual Report and Accounts 2015
Notes to the Company Financial Statements continued
8. Transactions with owners, recorded directly in equity continued
Other transactions with owners
Included within other transactions with owners are the following transactions resulting in a net impact of £45,000:
• Share capital has been reduced by £131,000. This is the result of £172,000 reduction in the par value of existing shares and 
the bonus issue of F shares increasing share capital by £41,000. The bonus issue occurred prior to merger where Consumer 
Champion Group Limited declared a 99 for 1 F share bonus issue to all shareholders using distributable reserves. There was 
then an F share 1 for 100 consolidation.
• Acquisition accounting for the purchase also resulted in the removal of interest in own shares of £14,000.
• Share premium has been increased to allow the £172,000 reduction in the par value of shares set off by the removal of 
£100,000 existing share premium as part of the acquisition accounting.
On 18 June 2015, NAHL Group plc carried out a capital reduction exercise. The steps required to complete the capital reduction 
have been included within the consolidated statement of changes in equity and have been further explained below:
Bonus issue of Capital reduction shares
The 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 with a nominal value of £0.41 each.
Capital reduction shares cancelled
The newly created Capital Reduction Shares were cancelled; the amount standing to the credit of the Company’s share capital 
account in the sum of £16,928,000 was cancelled and recognised in retained earnings.
Capital reduction 
The amount standing to the credit of Company’s share premium account in the sum of £49,532,649 was cancelled in full and the 
amount was recognised in retained earnings.
Following the approval by the company’s shareholders of the resolutions in the Capital Reduction and the subsequent approval by 
the Court, the company’s distributable reserves were increased by £66,461,000.
Issue of new ordinary shares
On the 14 of October 2014, 4,115,000 new ordinary shares with a par value of £0.0025 were issued. These raised an additional 
£14,608,250 funds for the Company. The fees relating to this transaction totalled £336,600. These costs have been charged as a 
reduction to share premium resulting in a net increase to share premium of £14,261,363 and share capital of £10,287.
9. Related parties
Transactions with key management personnel
Key management personnel in situ at the 31 December 2015 and their immediate relatives control 4.8 per cent (2014: 13.7 per 
cent) 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 Helpline 
Limited, Fitzalan Partners 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.
2015
£000
2014
£000
Short term employment benefits 1,794 2,307
Termination benefits – 150
1,794 2,457
On the 15 May 2014 PPI Claimline Limited (PPI), a previously 100% owned subsidiary, was sold. As a result of the directors of 
NAHL Group plc continuing to own shares in PPI it is considered to be a related party. Transactions with PPI since the disposal 
were invoices for services provided by Consumer Champion Group Limited for IT related solutions totalling £2,366. At the  
31 December 2014 £360 remained outstanding. During the year ended 31 December 2015 there were no transactions with  
PPI and the amount outstanding as at 31 December 2015 was £nil. Financial Statements Governance Strategic Report
77
NAHL Group plc
Annual Report and Accounts 2015
Company registration number:
08996352
Auditors:
KPMG LLP
Altius House
One North Fourth Street 
Milton Keynes
MK9 1NE
 
Solicitors to the Company:
Pinsent Masons LLP
3 Colmore Circus
Birmingham
B4 6BH
Osborne Clark
2 Temple Back East
Temple Quay
Bristol
BS1 6EG
 
Bankers:
Yorkshire Bank plc
Birmingham Financial Solutions Centre
Temple Point
No.1 Temple Row
Birmingham
B2 5YB
 
NOMAD:
Investec Bank plc  
2 Gresham Street 
London 
EC2V 7QP
 
Company Registrars: 
Capita Asset Services
34 Beckenham Road 
Beckenham 
Kent 
BR3 4TU
 
Financial PR: 
FTI Consulting
200 Aldersgate 
Aldersgate Street 
London 
EC1A 4HD
Advisors 78
NAHL Group plc
Annual Report and Accounts 2015
After The Event Insurance An insurance product offered to consumers through Allianz to insure any 
compensation when the claim is settled
Allianz National Accident Helpline’s insurance partner providing After The Event insurance
APIL Association of Personal Injury Lawyers
ATE After The Event
AvMA Action against Medical Accidents
Bush Bush & Company Rehabilitation
BVC Best Value Conveyancing
CGU Cash Generating Unit
CLS Consumer Legal Services
CMCs Claims Management Companies
CMRU Claims Management Regulation Unit
CODM Chief Operating Decision Maker
CQC Care Quality Commission
CRU Compensation Recovery Unit
EPS Earnings Per Share
ETR Effective Tax Rate
Fitzalan Fitzalan Partners
Group NAHL Group plc
LASPO Legal Aid, Sentencing and Punishment of Offenders Act 2012 (enacted 1 April 2013)
IiP Investors in People
LSA Legal Service Advisor – fully trained employees within National Accident Helpline’s 
contact centre taking calls from consumers to assist with their claim
MASS Motor Accident Solicitors Society
Multi-track Claims over £25,000 or complex points of law/evidence.
NAH National Accident Helpline
Non-RTA Non-Road Traffic Accidents (includes employer, occupier and public liability)
PI Personal Injury – an injury or illness suffered through no fault of an individual’s own 
(for example, in a road accident, a slip, trip or fall, medical negligence, work accident 
or an industrial disease)
PLF Panel Law Firm – a law firm selected to sit on our panel
Post-LASPO After enactment of LASPO on 1 April 2013
Pre-LASPO Before enactment of LASPO on 1 April 2013
RTA Road Traffic Accidents
SAYE The Save As You Earn share scheme that was introduced for employees on 
admission, giving them an opportunity to purchase shares in the Company at a 
discounted rate following a three-year savings period
SPAR Solicitors Pre Auction Report
SRA Solicitors Regulation Authority
Glossary  NAHL Group plc
1430 Montagu Court, 
Kettering Parkway, 
Kettering, 
Northamptonshire, 
NN15 6XR
T: +44 (0) 1536 527 500 
E: investors@nahl.co.uk
NAHL Group plc Annual Report and Accounts 2015