Company registration number 14537255 (England and Wales)
EMFS GROUP HOLDINGS LTD
UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
PAGES FOR FILING WITH REGISTRAR
EMFS GROUP HOLDINGS LTD
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 7
EMFS GROUP HOLDINGS LTD
BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 1 -
2024
Notes
£
£
Fixed assets
Investments
4
721,381
Current assets
Cash at bank and in hand
34,456
Creditors: amounts falling due within one year
7
(103,258)
Net current liabilities
(68,802)
Total assets less current liabilities
652,579
Creditors: amounts falling due after more than one year
8
(439,500)
Net assets
213,079
Capital and reserves
Called up share capital
11
381
Profit and loss reserves
212,698
Total equity
213,079
For the financial period ended 31 March 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit of its financial statements for the period in question in accordance with section 476.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 9 September 2024 and are signed on its behalf by:
Mr S R Whiteside
Director
Company registration number 14537255 (England and Wales)
EMFS GROUP HOLDINGS LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024
- 2 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 12 December 2022
-
Period ended 31 March 2024:
Profit and total comprehensive income
-
1,246,400
1,246,400
Issue of share capital
11
381
-
381
Dividends
-
(1,033,702)
(1,033,702)
Balance at 31 March 2024
381
212,698
213,079
EMFS GROUP HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
- 3 -
1
Accounting policies
Company information
EMFS Group Holdings Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Penrose House, 67 Hightown Road, Banbury, Oxfordshire, OX16 9BE.
1.1
Reporting period
This is the first accounting period for the company and the accounting reference date was extended to bring it in line with the rest of the group. Therefore the accounting period is for a period of 15.5 months.
1.2
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.3
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.4
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.5
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.6
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
EMFS GROUP HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 4 -
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.7
Compound instruments
The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.
1.8
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.9
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
EMFS GROUP HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 5 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
2024
Number
Directors
4
4
Fixed asset investments
2024
Notes
£
Investments in subsidiaries
5
721,381
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 12 December 2022
-
Additions
721,381
At 31 March 2024
721,381
Carrying amount
At 31 March 2024
721,381
EMFS GROUP HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 6 -
5
Subsidiaries
Details of the company's subsidiaries at 31 March 2024 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
EMFS Group Ltd
United Kingdom
Various classes
100.00
-
Event Fire Solutions Ltd
United Kingdom
Ordinary shares
0
100.00
PTS Staff Ltd
United Kingdom
Ordinary shares
0
100.00
EMC Medical Services Ltd
United Kingdom
Ordinary shares
0
100.00
S.E. Medical Ltd
United Kingdom
Ordinary shares
0
100.00
6
Financial instruments
2024
£
Carrying amount of financial liabilities
Measured at amortised cost
542,758
7
Creditors: amounts falling due within one year
2024
Notes
£
Convertible loans
10
65,111
Other borrowings
9
36,347
Accruals and deferred income
1,800
103,258
8
Creditors: amounts falling due after more than one year
2024
Notes
£
Convertible loans
10
439,500
9
Loans and overdrafts
2024
£
Loans from group undertakings
36,347
Payable within one year
36,347
EMFS GROUP HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 7 -
10
Convertible loan notes
2024
£
Liability component of convertible loan notes
504,611
On 19 December 2022, there was a share for share exchange with EMFS Group Ltd and as part of this share exchange there was a Share Purchase Agreement dated 19 December 2022 to purchase back shares from two exiting shareholders. As part of the purchase consideration, loan notes were issued which were repayable over a period of 108 months. There is no interest associated with the loan notes, unless there is a failure to make a payment due by the due date at which point interest is payable on a daily basis at a rate that is 4% a year above the Bank of England's base rate.
11
Share capital
2024
2024
Ordinary share capital
Number
£
Issued and fully paid
Ordinary shares (classes A-K) of £1 each
381
381