Executive Summary
- The case concerns Notus Group Ltd’s claim against British Engineering Services Holdco Ltd (BES) over unpaid additional consideration following BES’s acquisition of Notus Heavy Lift Solutions Limited (NHLS) in May 2022.
- NHLS, a UK-based consultancy specializing in heavy lifting management under UK regulations (LOLER), was sold for £5.69 million plus additional consideration contingent on EBITDA targets.
- BES admits the claim but asserts a counterclaim alleging breaches of commercial warranties related to bribery by Notus’s shareholders, James Mohammed and Richard Walberg.
- The litigation centers on contractual disputes post-acquisition, with detailed due diligence and customer feedback highlighting NHLS’s niche expertise and strong market reputation.
Sanctions Highlights
- No sanctions implications identified in the case.
Emerging Risks
- Potential reputational risk for BES linked to bribery allegations against Notus shareholders.
- Risk of financial exposure for BES if counterclaims fail and additional consideration must be paid.
- Concentration risk due to NHLS’s reliance on a small number of high-profile customers, notably Hinckley Point C and Siemens.
- Possible operational disruption if NHLS’s specialist services are compromised by ongoing litigation.
Geopolitical Impact
- The case involves UK entities and highlights the strategic importance of UK regulatory compliance in heavy lifting consultancy.
- NHLS’s work with critical UK infrastructure projects such as Hinckley Point C nuclear power station underscores the sector’s sensitivity.
- The litigation reflects broader UK commercial law enforcement and corporate governance standards in high-value acquisitions.
Economic Intelligence
- NHLS demonstrated strong financial growth from zero turnover in 2015 to £2.85 million in 2021, with EBITDA of approximately £0.9 million.
- BES’s acquisition aimed to expand its service offering in machinery asset inspection and consultancy, leveraging NHLS’s specialist expertise.
- The agreed purchase price and additional consideration reflect NHLS’s market position as a “best of breed” consultancy with limited direct competitors.
- The dispute over additional consideration and warranty breaches may affect BES’s financial planning and integration strategy.
Strategic Recommendations
- BES should conduct a thorough internal compliance review to address bribery allegations and mitigate reputational damage.
- Both parties should consider mediation to resolve payment disputes and avoid protracted litigation impacting business operations.
- BES should diversify NHLS’s customer base to reduce concentration risk and enhance resilience.
- Monitor regulatory developments in UK lifting operations and nuclear infrastructure sectors to anticipate compliance challenges.
- Legal teams should prepare for detailed forensic financial and contractual analysis to support claims and counterclaims.
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**Source Notes:**
Sanctions Intelligence Digest, [https://empyreanprotocol.com/litigation/view/www.bailii.org/ew/cases/EWHC/Comm/2025/1391.html](https://empyreanprotocol.com/litigation/view/www.bailii.org/ew/cases/EWHC/Comm/2025/1391.html)