REGISTERED NUMBER: 04660007 (England and Wales) |
Group Strategic Report, |
Report of the Directors and |
Consolidated Financial Statements |
for the Year Ended 31 December 2023 |
for |
Sirius Engineering Group Ltd |
REGISTERED NUMBER: 04660007 (England and Wales) |
Group Strategic Report, |
Report of the Directors and |
Consolidated Financial Statements |
for the Year Ended 31 December 2023 |
for |
Sirius Engineering Group Ltd |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Contents of the Consolidated Financial Statements |
for the Year Ended 31 December 2023 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 4 |
Report of the Independent Auditors | 6 |
Consolidated Statement of Comprehensive Income | 9 |
Consolidated Balance Sheet | 10 |
Company Balance Sheet | 11 |
Consolidated Statement of Changes in Equity | 12 |
Company Statement of Changes in Equity | 13 |
Consolidated Cash Flow Statement | 14 |
Notes to the Consolidated Cash Flow Statement | 15 |
Notes to the Consolidated Financial Statements | 17 |
Sirius Engineering Group Ltd |
Company Information |
for the Year Ended 31 December 2023 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditors |
Chartered Accountants |
3 Kingfisher Court |
Bowesfield Park |
Stockton on Tees |
TS18 3EX |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Group Strategic Report |
for the Year Ended 31 December 2023 |
The directors present their strategic report of the company and the group for the year ended 31 December 2023. |
REVIEW OF BUSINESS |
Sirius Engineering Group is a design & build enabling works specialist delivering fully integrated ground engineering services primarily to the development sector. Operating across the UK from principal offices in Durham, Leeds, Warrington and Llanelli its services include Demolition, Remediation, Earthworks and Drilling contracting together with Geotechnical, Environmental and Planning Consultancy. |
With a highly stable, repeat business client-base (particularly in the residential, commercial development, waste and renewable energy sectors), Sirius' unique combination of services provides confidence to build on even the most complex and challenging brownfield or greenfield sites. |
The results for the year and the financial position of the group are set out on pages 9 to 35. |
Key Performance Indicators: |
The Group's KPIs for the year were: |
2023 | 2022 |
£'000s | £'000s |
Turnover | 39,215 | 52,033 |
Gross Profit % | 24.2% | 37.8% |
The group financial position remains strong with £12.4m of net assets and £6.3m of cash. |
After an unprecedented year in 2022, turnover in 2023 was challenging at £39m, this was reflective of a deterioration in macroeconomic conditions. Interest rates were at the highest levels since 2008 and a cost-of-living- crisis fuelled by rising food and energy prices impacted demand in the private residential sector. With this backdrop, the response of some of our developer clients was to preserve cash and delay starting new sites. The reduced demand and uncertainty of start dates was particularly pronounced in the second half of the year and into the start of 2024. As we head into the second half of 2024 there are definite signs of recovery, inflation is nearing target and interest rates are on a downward trend bringing a renewed confidence to the sector. The group is in a strong position to benefit from this upturn with a strong balance sheet, cutting edge plant fleet and an experienced, skilled workforce. |
The UK remains chronically short of new housing stock and so the long-term fundamentals of our key market remain strong. The new government recently announced their intention for planning reform to speed up and streamline the planning process which, if successful, should see this demand realised over the coming years. |
Whilst our key market remains housebuilding, part of our strategic plan is a commitment to leverage the experience of the group into adjacent markets to introduce further diversification into our portfolio. |
Employee Ownership |
2023 was a key milestone in the history of the group. To coincide with its 20th Anniversary, the group transitioned to becoming a 100% Employee-Owned business on the 17th of October. This allows for a long-term succession plan that secures the future of group into the hands of the people who have helped to build it over the years. Sirius Founders and Directors will continue to work in Executive and Non-Executive roles alongside the Senior Leadership team, helping the staff and business develop and build on the successful foundation formed over the last 20 years. |
As part of the transition plan, the group was restructured during the year and all common;y owned trading businesses were consolidated under the ownership of Sirius Engineering Group Limited. |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Group Strategic Report |
for the Year Ended 31 December 2023 |
PRINCIPAL RISKS AND UNCERTAINTIES |
The principal risks and uncertainties facing the group and how they may affect its performance, position or future prospects are set out below: |
Health, Safety and Environmental |
The Group is subject to health & safety and environmental risks, implicit in the work undertaken. The Board and business unit leads promote a strong health and safety culture underpinned by procedures that are continually assessed to ensure best practice. Ongoing health & safety training is provided to employees and maintained. The group employs 4 full time qualified health and safety professionals and uses external specialist consultants where required to protect the health, safety and welfare of its employees and clients. |
Financial Risk Management |
In common with other businesses, the group aims to minimize financial risk wherever possible. The measures used include the preparation of budgets and forecasts, regular monitoring of actual performance against these forecasts and ensuring adequate sources of finance are in place to meet the requirement of the business. |
The group's principal financial instruments comprise bank balances, hire purchase agreements, trade and subcontract creditors and trade debtors to raise funds for, and finance, the group's operations. |
Credit Risk |
Amounts receivable relate largely to applications on contracts across our stable customer base. The group has policies concerning credit offered to customers and regularly monitor amounts outstanding for both time and credit limit. |
Liquidity Risk |
Through negotiation with clients and suppliers we aim to manage our working capital and cash availability within certain limits. Forecasting is undertaken to ensure sufficient funds are available to meet amounts due. |
ON BEHALF OF THE BOARD: |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Report of the Directors |
for the Year Ended 31 December 2023 |
The directors present their report with the financial statements of the company and the group for the year ended 31 December 2023. |
DIVIDENDS |
No dividends will be distributed for the year ended 31 December 2023. |
FUTURE DEVELOPMENTS |
The group continues to develop and expands it client base, area of operation and scope of services provided. The directors consider that the current workload and prospects are reasonable having regard to prevailing market conditions. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report. |
Other changes in directors holding office are as follows: |
POLITICAL DONATIONS AND EXPENDITURE |
No political donations were made by the group during the year. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and 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 company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Report of the Directors |
for the Year Ended 31 December 2023 |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Sirius Engineering Group Ltd |
Opinion |
We have audited the financial statements of Sirius Engineering Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2023 and of the group's profit for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Sirius Engineering Group Ltd |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
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. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. |
Based on our understanding of the industry, we have considered applicable laws and regulations which may be fundamental to the company's ability to operate or to avoid a material penalty, and we considered the extent to which non-compliance might have a material effect on the financial statements. We considered management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to the posting of inappropriate manual journal entries to manipulate financial performance, management bias in significant accounting estimates and any significant one-off or unusual transactions. |
Report of the Independent Auditors to the Members of |
Sirius Engineering Group Ltd |
We discussed among the audit engagement team the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements. |
Audit procedures performed by the engagement team included: |
- | Enquiry of management and those charged with governance around actual and potential litigation and claims. |
- | Enquiry of entity staff to identify any instances of non-compliance with laws and regulations. |
- | Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations |
- | Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business. |
- | Challenging estimates and judgements made by management in their significant accounting estimates. |
- | Revenue recognition; agreeing a sample of revenue transactions to gain assurance over the occurrence and accuracy of revenue and also to ensure revenue has been recognised in the correct period. |
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. The risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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. |
for and on behalf of |
Statutory Auditors |
Chartered Accountants |
3 Kingfisher Court |
Bowesfield Park |
Stockton on Tees |
TS18 3EX |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Consolidated |
Statement of Comprehensive |
Income |
for the Year Ended 31 December 2023 |
2023 | 2022 |
Notes | £ | £ |
TURNOVER | 2 | 39,215,229 | 52,033,410 |
Cost of sales | 29,733,597 | 32,358,403 |
GROSS PROFIT | 9,481,632 | 19,675,007 |
Administrative expenses | 8,730,590 | 7,819,836 |
751,042 | 11,855,171 |
Other operating income | - | 37,937 |
OPERATING PROFIT | 751,042 | 11,893,108 |
Interest receivable and similar income | 165,185 | 26,518 |
916,227 | 11,919,626 |
Interest payable and similar expenses | 4 | 356,170 | 237,143 |
PROFIT BEFORE TAXATION | 5 | 560,057 | 11,682,483 |
Tax on profit | 6 | 272,365 | 1,827,733 |
PROFIT FOR THE FINANCIAL YEAR |
OTHER COMPREHENSIVE INCOME |
Capital distribution | (8,110,000 | ) | (126,178 | ) |
Income tax relating to other comprehensive income |
- |
- |
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
(8,110,000 |
) |
(126,178 |
) |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(7,822,308 |
) |
9,728,572 |
Profit attributable to: |
Owners of the parent | 299,544 | 9,642,414 |
Non-controlling interests | (11,852 | ) | 212,336 |
287,692 | 9,854,750 |
Total comprehensive income attributable to: |
Owners of the parent | (7,810,456 | ) | 9,516,236 |
Non-controlling interests | (11,852 | ) | 212,336 |
(7,822,308 | ) | 9,728,572 |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Consolidated Balance Sheet |
31 December 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 8 | 3,315,723 | 3,198,034 |
Tangible assets | 9 | 8,437,653 | 9,423,396 |
Investments | 10 | - | - |
11,753,376 | 12,621,430 |
CURRENT ASSETS |
Stocks | 11 | 6,190 | - |
Debtors | 12 | 13,091,442 | 6,789,334 |
Cash at bank and in hand | 6,307,120 | 14,398,908 |
19,404,752 | 21,188,242 |
CREDITORS |
Amounts falling due within one year | 13 | 13,186,034 | 9,217,708 |
NET CURRENT ASSETS | 6,218,718 | 11,970,534 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
17,972,094 |
24,591,964 |
CREDITORS |
Amounts falling due after more than one year |
14 |
(4,515,062 |
) |
(4,807,759 |
) |
PROVISIONS FOR LIABILITIES | 18 | (1,076,000 | ) | (1,069,100 | ) |
NET ASSETS | 12,381,032 | 18,715,105 |
CAPITAL AND RESERVES |
Called up share capital | 19 | 500 | 400 |
Share premium | 20 | - | 22,752 |
Merger relief reserve | 20 | 1,989,800 | - |
Retained earnings | 20 | 10,442,863 | 18,331,463 |
SHAREHOLDERS' FUNDS | 12,433,163 | 18,354,615 |
NON-CONTROLLING INTERESTS | 21 | (52,131 | ) | 360,490 |
TOTAL EQUITY | 12,381,032 | 18,715,105 |
The financial statements were approved by the Board of Directors and authorised for issue on 16 September 2024 and were signed on its behalf by: |
S Robinson - Director |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Company Balance Sheet |
31 December 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 8 |
Tangible assets | 9 |
Investments | 10 |
CURRENT ASSETS |
Debtors | 12 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 13 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 19 |
Merger relief reserve | 20 |
Retained earnings | 20 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 7,320,457 | 623,833 |
The financial statements were approved by the Board of Directors and authorised for issue on |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Consolidated Statement of Changes in Equity |
for the Year Ended 31 December 2023 |
Called up |
share | Retained | Share |
capital | earnings | premium |
£ | £ | £ |
Balance at 1 January 2022 | 400 | 8,815,227 | 22,752 |
Changes in equity |
Total comprehensive income | - | 9,516,236 | - |
Balance at 31 December 2022 | 400 | 18,331,463 | 22,752 |
Changes in equity |
Acquisition of NCI | - | (78,144 | ) | (22,752 | ) |
Movement in share capital | 100 | - | - |
Total comprehensive income | - | (7,810,456 | ) | - |
500 | 10,442,863 | - |
Acquisition of non-controlling interest |
- |
- |
- |
Balance at 31 December 2023 | 500 | 10,442,863 | - |
Merger |
relief | Non-controlling | Total |
reserve | Total | interests | equity |
£ | £ | £ | £ |
Balance at 1 January 2022 | - | 8,838,379 | 148,154 | 8,986,533 |
Changes in equity |
Total comprehensive income | - | 9,516,236 | 212,336 | 9,728,572 |
Balance at 31 December 2022 | - | 18,354,615 | 360,490 | 18,715,105 |
Changes in equity |
Acquisition of subsidiary | 1,989,800 | 1,989,800 | - | 1,989,800 |
Acquisition of NCI | - | (100,896 | ) | 78,144 | (22,752 | ) |
Movement in share capital | - | 100 | - | 100 |
Total comprehensive income | - | (7,810,456 | ) | (11,852 | ) | (7,822,308 | ) |
1,989,800 | 12,433,163 | 426,782 | 12,859,945 |
Acquisition of non-controlling interest |
- |
- |
(478,913 |
) |
(478,913 |
) |
Balance at 31 December 2023 | 1,989,800 | 12,433,163 | (52,131 | ) | 12,381,032 |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Company Statement of Changes in Equity |
for the Year Ended 31 December 2023 |
Called up | Merger |
share | Retained | relief | Total |
capital | earnings | reserve | equity |
£ | £ | £ | £ |
Balance at 1 January 2022 |
Changes in equity |
Total comprehensive income | - |
Balance at 31 December 2022 |
Changes in equity |
Acquisition of subsidiary | - | - | 1,989,800 | 1,989,800 |
Movement in share capital | 100 | - | - | 100 |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 December 2023 |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Consolidated Cash Flow Statement |
for the Year Ended 31 December 2023 |
2023 | 2022 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 2,510,394 | 12,509,793 |
Interest paid | (124,951 | ) | (56,799 | ) |
Interest element of hire purchase payments paid |
(231,219 |
) |
(180,344 |
) |
Tax paid | (1,069,978 | ) | (1,241,914 | ) |
Net cash from operating activities | 1,084,246 | 11,030,736 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (531,312 | ) | (4,025,950 | ) |
Sale of tangible fixed assets | 64,382 | 565,624 |
Net cash acquired with subsidiary | 787,384 | - |
Interest received | 165,185 | 26,518 |
Capital distribution | (8,110,000 | ) | - |
Net cash from investing activities | (7,624,361 | ) | (3,433,808 | ) |
Cash flows from financing activities |
New loans in year | 1,629,635 | - |
Capital repayments in year | (3,319,477 | ) | 867,018 |
Amount introduced by directors | 18,981 | - |
Amount withdrawn by directors | (126 | ) | (5,809,631 | ) |
Movement in related party borrowings | (723,642 | ) | 239,851 |
Net cash from financing activities | (2,394,629 | ) | (4,702,762 | ) |
(Decrease)/increase in cash and cash equivalents | (8,934,744 | ) | 2,894,166 |
Cash and cash equivalents at beginning of year |
2 |
13,855,581 |
10,961,415 |
Cash and cash equivalents at end of year | 2 | 4,920,837 | 13,855,581 |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Notes to the Consolidated Cash Flow Statement |
for the Year Ended 31 December 2023 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
2023 | 2022 |
£ | £ |
Profit before taxation | 560,057 | 11,682,483 |
Depreciation charges | 2,740,561 | 2,624,822 |
Profit on disposal of fixed assets | (62,795 | ) | (261,542 | ) |
Finance costs | 356,170 | 237,143 |
Finance income | (165,185 | ) | (26,518 | ) |
3,428,808 | 14,256,388 |
Increase in stocks | (6,190 | ) | - |
Increase in trade and other debtors | (388,615 | ) | (539,886 | ) |
Decrease in trade and other creditors | (523,609 | ) | (1,206,709 | ) |
Cash generated from operations | 2,510,394 | 12,509,793 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 December 2023 |
31.12.23 | 1.1.23 |
£ | £ |
Cash and cash equivalents | 6,307,120 | 14,398,908 |
Bank overdrafts | (1,386,283 | ) | (543,327 | ) |
4,920,837 | 13,855,581 |
Year ended 31 December 2022 |
31.12.22 | 1.1.22 |
£ | £ |
Cash and cash equivalents | 14,398,908 | 11,394,400 |
Bank overdrafts | (543,327 | ) | (432,985 | ) |
13,855,581 | 10,961,415 |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Notes to the Consolidated Cash Flow Statement |
for the Year Ended 31 December 2023 |
3. | ANALYSIS OF CHANGES IN NET FUNDS/(DEBT) |
Acquisition |
of |
subsidiary |
At 1.1.23 | Cash flow | undertaking | At 31.12.23 |
£ | £ | £ | £ |
Net cash |
Cash at bank |
and in hand | 14,398,908 | (8,879,172 | ) | 787,384 | 6,307,120 |
Bank overdrafts | (543,327 | ) | (842,956 | ) | - | (1,386,283 | ) |
13,855,581 | (9,722,128 | ) | 787,384 | 4,920,837 |
Debt |
Finance leases | (7,759,216 | ) | 2,376,736 | - | (5,382,480 | ) |
Debts falling due |
within 1 year | - | (992,591 | ) | 333,333 | (659,258 | ) |
Debts falling due |
after 1 year | - | (1,609,619 | ) | 250,000 | (1,359,619 | ) |
(7,759,216 | ) | (225,474 | ) | 583,333 | (7,401,357 | ) |
Total | 6,096,365 | (9,947,602 | ) | 1,370,717 | (2,480,520 | ) |
4. | MAJOR NON-CASH TRANSACTIONS |
New hire purchase agreements with a total value at inception of £748,650 (2022 : £3,907,498) were entered into during the year. |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Notes to the Consolidated Financial Statements |
for the Year Ended 31 December 2023 |
1. | ACCOUNTING POLICIES |
General information and basis of preparation |
Sirius Engineering Group Ltd is a private company, limited by shares, incorporated in the United Kingdom. The address of the registered office is given in the company information on page 1 of these financial statements. The nature of the group's operations and its principal activities are set out in the Strategic Report on page 2. |
The financial statements have been prepared in accordance with applicable accounting standards including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and the Republic of Ireland" (FRS102) and the Companies Act 2006. The financial statements have been prepared on a going concern basis under the historical cost convention. The financial statements are prepared in sterling which is the functional currency of the group and rounded to the nearest pound. |
The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated. |
Basis of consolidation |
The consolidated financial statements incorporate the financial statements of the company and its subsidiary companies. The results of the subsidiaries acquired are consolidated for the periods from the date on which control passed and are accounted for under the purchase method. |
As permitted by section 408 of the Companies Act 2006, the profit and loss account of the parent company is not presented as part of these financial statements. |
Turnover |
Turnover is stated net of VAT and is recognised when the significant risks and rewards are considered to have been transferred to the buyer. Turnover for the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable. Where a contract has only been partially completed at the balance sheet date turnover represents the fair value of the service provided to date based on the stage of completion of the contract activity at the balance sheet date. |
Construction contracts |
Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the balance sheet date. Stage of completion is measured by reference to the right to consideration in respect of performance of contractual obligations. |
Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred where it is probable that they will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. |
When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately. |
Goodwill |
Goodwill arising on the acquisition of subsidiary undertakings and businesses, representing any excess of the fair value of the consideration given over the fair value of the identifiable assets and liabilities acquired, is capitalised and written off on a straight line basis over its useful economic life, which is ten years. Provision is made for any impairment. |
Negative goodwill is similarly included in the balance sheet and is credited to the profit and loss in the periods expected to benefit, which is ten years. |
Tangible fixed assets |
Plant and machinery | - |
Fixtures and fittings | - |
Motor vehicles | - |
Computer equipment | - |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
1. | ACCOUNTING POLICIES - continued |
Stocks |
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing stock to its present location and condition. Provision is made for damaged, obsolete and slow-moving stock where appropriate. |
Taxation |
Current tax represents the amount of tax payable or receivable in respect of the taxable profit (or loss) for the current or past reporting periods. It is measured at the amount expected to be paid or recovered using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax represents the future tax consequences of transactions and events recognised in the financial statements of current and previous periods. It is recognised in respect of all timing differences, with certain exceptions. Timing differences are differences between taxable profits and total comprehensive income as stated in the financial statements that arise from the inclusion of income and expense in tax assessments in periods different from those in which they are recognised in the financial statements. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of timing differences. |
Research and development |
Expenditure on research and development is written off in the year in which it is incurred. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Hire purchase and leasing commitments |
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter. |
The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability. |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
Amounts recoverable on contracts |
Amounts recoverable on contracts are stated at cost plus attributable profit to the extent that such profit is reasonably certain and after making provision for any foreseeable losses in completing contracts, less payments on account received. |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
1. | ACCOUNTING POLICIES - continued |
Non-controlling interests |
Amounts attributable to non-controlling interests are calculated on the basis of their shareholdings in subsidiaries at the balance sheet date. |
Debtors and creditors receivable/payable within one year |
Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss. |
Impairment |
Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss. |
Judgements and key sources of estimation uncertainty |
In the application of the groups accounting policies, which are described above, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. |
The judgement (apart from those involving estimations) that management has made in the process of applying the groups accounting policies and that has the most significant effect on the amounts recognised in the financial statements is the stage of completion of contracts and revenue recognition. |
The group undertakes a number of long term construction contracts. Accounting for these contracts requires a number of assumptions and estimates to be made in relation to the stage of completion and expected outcome of the contract. Each contract has an expected value and is costed appropriately to give an expected margin. Any future changes to estimates of contract revenue or contract costs resulting in a change to the estimated loss or profit of the contract is regularly reviewed by management to ensure accurate reporting of revenue recognition. |
2. | TURNOVER |
The turnover and profit before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by class of business is given below: |
2023 | 2022 |
£ | £ |
Land reclamation & remediation | 18,483,272 | 38,389,624 |
Site investigation | 2,387,356 | 2,687,045 |
Drilling services | 7,758,147 | 9,560,100 |
Plant hire | 47,956 | 413,040 |
Civil engineering | 8,246,373 | - |
Environmental consultancy | 1,465,285 | - |
Consultancy services | 116,371 | 983,601 |
Urban planning and landscape | 710,469 | - |
39,215,229 | 52,033,410 |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
3. | EMPLOYEES AND DIRECTORS |
2023 | 2022 |
£ | £ |
Wages and salaries | 10,108,111 | 9,000,741 |
Social security costs | 1,018,467 | 1,075,390 |
Other pension costs | 836,599 | 528,118 |
11,963,177 | 10,604,249 |
The average number of employees during the year was as follows: |
2023 | 2022 |
Directors | 4 | 4 |
Engineers and site operatives | 197 | 160 |
Administration | 21 | 30 |
The above figures and employee numbers exclude the costs and numbers of employees that have been transferred in the year to related party companies. Total transfers from the group amounted to £382,737 (2022 : £501,416). This equates to a decrease in employee numbers of 6 in the year (2022 : 17). |
2023 | 2022 |
£ | £ |
Directors' remuneration | 783,433 | 875,385 |
Directors' pension contributions to money purchase schemes | 56,667 | 40,000 |
Information regarding the highest paid director is as follows: |
2023 | 2022 |
£ | £ |
Emoluments etc | 250,000 | 256,706 |
4. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2023 | 2022 |
£ | £ |
Bank interest | 6,423 | - |
Bank loan interest | 12,803 | - |
Other interest | 105,725 | 56,799 |
Hire purchase | 231,219 | 180,344 |
356,170 | 237,143 |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
5. | PROFIT BEFORE TAXATION |
The profit is stated after charging/(crediting): |
2023 | 2022 |
£ | £ |
Plant and equipment hire | 2,837,276 | 3,201,788 |
Other operating leases | 33,806 | 27,243 |
Depreciation - owned assets | 308,763 | 146,774 |
Depreciation - assets on hire purchase contracts | 1,955,883 | 2,031,814 |
Profit on disposal of fixed assets | (62,795 | ) | (261,542 | ) |
Goodwill amortisation | 475,917 | 446,237 |
Auditors remuneration | 7,904 | 9,600 |
Remuneration for the audit of |
accounts of subsidiaries | 77,084 | 47,000 |
Foreign exchange differences | 415 | - |
Land & buildings - leased | 121,500 | 120,000 |
6. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
2023 | 2022 |
£ | £ |
Current tax: |
UK corporation tax | 270,896 | 1,728,718 |
Under/(over) provision of tax in prior years | (5,431 | ) | (346,085 | ) |
Total current tax | 265,465 | 1,382,633 |
Deferred taxation | 6,900 | 445,100 |
Tax on profit | 272,365 | 1,827,733 |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
2023 | 2022 |
£ | £ |
Profit before tax | 560,057 | 11,682,483 |
Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2022 - 19 %) |
140,014 |
2,219,672 |
Effects of: |
Expenses not deductible for tax purposes | 547,765 | 29,154 |
Capital allowances in excess of depreciation | (399,348 | ) | (183,559 | ) |
Utilisation of tax losses | (21,356 | ) | (124,063 | ) |
Adjustments to tax charge in respect of previous periods | (5,432 | ) | (346,085 | ) |
Deferred taxation | 6,900 | 445,100 |
Other | 3,822 | (3,061 | ) |
R&D deduction | - | (209,425 | ) |
Total tax charge | 272,365 | 1,827,733 |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
6. | TAXATION - continued |
Tax effects relating to effects of other comprehensive income |
2023 |
Gross | Tax | Net |
£ | £ | £ |
Capital distribution | (8,110,000 | ) | - | (8,110,000 | ) |
2022 |
Gross | Tax | Net |
£ | £ | £ |
Capital distribution | (126,178 | ) | - | (126,178 | ) |
7. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
8. | INTANGIBLE FIXED ASSETS |
Group |
Negative |
Goodwill | goodwill | Totals |
£ | £ | £ |
COST |
At 1 January 2023 | 4,676,323 | (61,076 | ) | 4,615,247 |
Additions | 593,606 | - | 593,606 |
Disposals | - | 61,076 | 61,076 |
At 31 December 2023 | 5,269,929 | - | 5,269,929 |
AMORTISATION |
At 1 January 2023 | 1,478,289 | (61,076 | ) | 1,417,213 |
Amortisation for year | 475,917 | - | 475,917 |
Eliminated on disposal | - | 61,076 | 61,076 |
At 31 December 2023 | 1,954,206 | - | 1,954,206 |
NET BOOK VALUE |
At 31 December 2023 | 3,315,723 | - | 3,315,723 |
At 31 December 2022 | 3,198,034 | - | 3,198,034 |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
9. | TANGIBLE FIXED ASSETS |
Group |
Fixtures |
Plant and | and | Motor | Computer |
machinery | fittings | vehicles | equipment | Totals |
£ | £ | £ | £ | £ |
COST |
At 1 January 2023 | 13,753,853 | 146,807 | 833,940 | 270,587 | 15,005,187 |
Additions | 523,050 | - | 760,220 | - | 1,283,270 |
Disposals | (5,000 | ) | 1,019 | (239,044 | ) | 357 | (242,668 | ) |
Reclassification/transfer | 155,537 | - | - | - | 155,537 |
Acquisition of subsidiary | - | - | - | 527 | 527 |
At 31 December 2023 | 14,427,440 | 147,826 | 1,355,116 | 271,471 | 16,201,853 |
DEPRECIATION |
At 1 January 2023 | 4,769,051 | 131,627 | 461,405 | 219,708 | 5,581,791 |
Charge for year | 1,985,100 | 3,006 | 246,035 | 30,505 | 2,264,646 |
Eliminated on disposal | - | 1,022 | (237,465 | ) | 357 | (236,086 | ) |
Reclassification/transfer | 153,849 | - | - | - | 153,849 |
At 31 December 2023 | 6,908,000 | 135,655 | 469,975 | 250,570 | 7,764,200 |
NET BOOK VALUE |
At 31 December 2023 | 7,519,440 | 12,171 | 885,141 | 20,901 | 8,437,653 |
At 31 December 2022 | 8,984,802 | 15,180 | 372,535 | 50,879 | 9,423,396 |
Fixed assets, included in the above, which are held under hire purchase contracts are as follows: |
Plant and | Motor | Computer |
machinery | vehicles | equipment | Totals |
£ | £ | £ | £ |
COST |
At 1 January 2023 | 11,930,951 | 310,861 | 23,503 | 12,265,315 |
Additions | 425,740 | 760,221 | - | 1,185,961 |
Disposals | - | 35,795 | - | 35,795 |
Reclassification/transfer | (1,078,928 | ) | (35,611 | ) | (23,503 | ) | (1,138,042 | ) |
At 31 December 2023 | 11,277,763 | 1,071,266 | - | 12,349,029 |
DEPRECIATION |
At 1 January 2023 | 3,020,461 | 18,266 | 21,717 | 3,060,444 |
Charge for year | 1,744,387 | 211,496 | - | 1,955,883 |
Eliminated on disposal | - | 30,573 | - | 30,573 |
Transfer to ownership | (435,948 | ) | (15,602 | ) | (21,717 | ) | (473,267 | ) |
At 31 December 2023 | 4,328,900 | 244,733 | - | 4,573,633 |
NET BOOK VALUE |
At 31 December 2023 | 6,948,863 | 826,533 | - | 7,775,396 |
At 31 December 2022 | 8,910,490 | 292,595 | 1,786 | 9,204,871 |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
9. | TANGIBLE FIXED ASSETS - continued |
Company |
Computer |
equipment |
£ |
COST |
At 1 January 2023 |
and 31 December 2023 |
DEPRECIATION |
At 1 January 2023 |
and 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
10. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 January 2023 |
Additions |
Disposals | ( |
) |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
Registered office: Russel House, Mill Road, Langley Moor, Durham DH7 8HJ |
Nature of business: |
% |
Class of shares: | holding |
2023 | 2022 |
£ | £ |
Aggregate capital and reserves | ( |
) | ( |
) |
Profit/(loss) for the year | ( |
) |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
10. | FIXED ASSET INVESTMENTS - continued |
Registered office: Russel House, Mill Road, Langley Moor, Durham DH7 8HJ |
Nature of business: |
% |
Class of shares: | holding |
2023 | 2022 |
£ | £ |
Aggregate capital and reserves |
(Loss)/profit for the year | ( |
) |
On 31 July 2023 Sirius Engineering Group Limited acquired the 5% non controlling interest to make Sirius Remediation Limited a 100% subsidiary from that date. |
Registered office: Russel House, Mill Road, Langley Moor, Durham DH7 8HJ |
Nature of business: |
% |
Class of shares: | holding |
2023 | 2022 |
£ | £ |
Aggregate capital and reserves |
Profit for the year |
Registered office: Russel House, Mill Road, Langley Moor, Durham DH7 8HJ |
Nature of business: |
% |
Class of shares: | holding |
2023 | 2022 |
£ | £ |
Aggregate capital and reserves |
Profit for the year |
On 31 July 2023 Sirius Engineering Group Limited acquired the 5% non controlling interest to make Sirius Demolition Limited a 100% subsidiary from that date. |
Registered office: Russel House, Mill Road, Langley Moor, Durham DH7 8HJ |
Nature of business: |
% |
Class of shares: | holding |
2023 | 2022 |
£ | £ |
Aggregate capital and reserves |
Profit for the year |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
10. | FIXED ASSET INVESTMENTS - continued |
Registered office: Russel House, Mill Road, Langley Moor, Durham DH7 8HJ |
Nature of business: |
% |
Class of shares: | holding |
2023 | 2022 |
£ | £ |
Aggregate capital and reserves |
Profit/(loss) for the year | ( |
) |
On 7 July 2023 Sirius Engineering Group Limited acquired 100% of the share capital of Sirius Civil Engineering Limited. |
Registered office: Russel House, Mill Road, Langley Moor, Durham DH7 8HJ |
Nature of business: |
% |
Class of shares: | holding |
2023 | 2022 |
£ | £ |
Aggregate capital and reserves |
Profit for the year |
On 7 July 2023 Sirius Engineering Group Limited acquired 100% of the share capital of Sirius Planning Limited. |
Sirius Planning Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of its individual accounts by virtue of section 479A. |
Registered office: Russel House, Mill Road, Langley Moor, Durham DH7 8HJ |
Nature of business: |
% |
Class of shares: | holding |
2023 | 2022 |
£ | £ |
Aggregate capital and reserves |
Profit for the year |
On 7 July 2023 Sirius Engineering Group Limited acquired 100% of the share capital of Sirius Environmental Limited. |
Sirius Environmental Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of its individual accounts by virtue of section 479A. |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
10. | FIXED ASSET INVESTMENTS - continued |
ACQUISITION OF SUBSIDIARY UNDERTAKINGS |
Sirius Civil Engineering Limited |
On 7 July 2023, Sirius Engineering Group Ltd issued 100 ordinary shares to the shareholders of Sirius Civil Engineering Limited in exchange for their holdings of the entire issued share capital of Sirius Civil Engineering Limited. Sirius Civil Engineering Limited therefore became a 100% owned subsidiary of Sirius Engineering Group Ltd with effect from this date. The above transaction was accounted for using the purchase method of accounting. |
The fair value of the consideration was £1,989,800 based on a share valuation undertaken at the date of acquisition. In accordance with Sections 612 to 616 of the Companies Act 2006, the company has taken no account of any premium on the shares issued and has recorded the cost of the investment at the fair value of the shares issued in the company accounts of Sirius Engineering Group Limited. The resulting difference arising has been credited to a merger relief reserve. |
Sirius Civil Engineering Limited made a profit after taxation of £87,597 in the year ended 31 December 2023 of which a loss of £78,877 arose in the period from 1 January 2023 to the date of acquisition. The summarised profit and loss account for Sirius Civil Engineering Limited for the period 7 July 2023 to 31 December 2023 is as follows: |
£ |
Turnover | 8,318,968 |
Operating profit | 193,803 |
Profit before taxation | 174,527 |
Taxation | 8,053 |
Profit for the period from acquisition date to 31 December 2023 | 166,474 |
The following table sets out the book values of the identifiable assets and liabilities acquired and their fair value to the group: |
Book value £ |
Debtors | 5,327,095 |
Cash | 630,575 |
Total assets | 5,957,670 |
Total liabilities | (4,374,164 | ) |
Net assets | 1,583,506 |
Cost of acquisition | (9,950 | ) |
Goodwill arising on acquisition - to be written off over 10 years | 416,244 |
1,989,800 |
Discharged by: |
Fair value of shares | 1,989,800 |
Net cash inflows in respect of the acquisition comprised: |
£ |
Cash at bank and in hand acquired | 630,575 |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
10. | FIXED ASSET INVESTMENTS - continued |
Sirius Planning Limited |
On 7 July 2023, Sirius Engineering Group Ltd acquired 100% of the shares in Sirius Planning Limited. Sirius Planning Limited therefore became a 100% owned subsidiary of Sirius Engineering Group Ltd with effect from this date. The above transaction was accounted for using the purchase method of accounting. |
The consideration was £182,585 based on a share valuation undertaken at the date of acquisition. |
Sirius Planning Limited made a profit after taxation of £62,927 in the year ended 31 December 2023 of which £16,301 arose in the period from 1 January 2023 to the date of acquisition. The summarised profit and loss account for Sirius Planning Limited for the period 7 July 2023 to 31 December 2023 is as follows: |
£ |
Turnover | 712,555 |
Operating profit | 52,966 |
Profit before taxation | 51,657 |
Taxation | 5,032 |
Profit for the period from acquisition date to 31 December 2023 | 46,625 |
The following table sets out the book values of the identifiable assets and liabilities acquired and their fair value to the group: |
Book value £ |
Debtors | 368,229 |
Cash | 85,895 |
Total assets | 454,124 |
Total liabilities | (362,608 | ) |
Net assets | 91,516 |
Cost of acquisition | (915 | ) |
Goodwill arising on acquisition - to be written off over 10 years | 91,984 |
182,585 |
Discharged by: |
Cash/loan | 182,585 |
Net cash inflows in respect of the acquisition comprised: |
£ |
Cash at bank and in hand acquired | 85,895 |
Sirius Environmental Limited |
On 7 July 2023, Sirius Engineering Group Ltd acquired 100% of the shares in Sirius Environmental Limited. Sirius Environmental Limited therefore became a 100% owned subsidiary of Sirius Engineering Group Ltd with effect from this date. The above transaction was accounted for using the purchase method of accounting. |
The consideration was £606,834 based on a share valuation undertaken at the date of acquisition. |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
10. | FIXED ASSET INVESTMENTS - continued |
Sirius Environmental Limited made a profit after taxation of £261,576 in the year ended 31 December 2023 of which £155,811 arose in the period from 1 January 2023 to the date of acquisition. The summarised profit and loss account for Sirius Environmental Limited for the period 7 July 2023 to 31 December 2023 is as follows: |
£ |
Turnover | 1,546,423 |
Operating profit | 107,726 |
Profit before taxation | 104,362 |
Taxation | (1,403 | ) |
Profit for the period from acquisition date to 31 December 2023 | 105,765 |
The following table sets out the book values of the identifiable assets and liabilities acquired and their fair value to the group: |
Book value £ |
Tangible fixed assets | 526 |
Debtors | 864,056 |
Cash | 84,814 |
Total assets | 949,396 |
Total liabilities | (424,905 | ) |
Net assets | 524,491 |
Cost of acquisition | (3,035 | ) |
Goodwill arising on acquisition - to be written off over 10 years | 85,378 |
606,834 |
Discharged by: |
Cash/loans | 606,834 |
Net cash inflows in respect of the acquisition comprised: |
£ |
Cash at bank and in hand acquired | 84,814 |
11. | STOCKS |
Group |
2023 | 2022 |
£ | £ |
Stocks | 6,190 | - |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
12. | DEBTORS |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Amounts falling due within one year: |
Trade debtors | 1,402,719 | 712,471 | - | - |
Amounts owed by group undertakings | - | - |
Amounts owed by related parties | 228,952 | 658,497 | 117 | 482,096 |
Other debtors | 513,855 | 848,047 |
Amounts recoverable on |
contracts | 9,420,032 | 3,732,280 | - | - |
Directors' current accounts | 1,688 | 20,543 | 1,688 | 20,543 |
VAT | 440,927 | 363,395 |
Prepayments | 353,531 | 286,548 |
12,361,704 | 6,621,781 |
Amounts falling due after more than one | year: |
Amounts recoverable on contract | 729,738 | 167,553 |
Aggregate amounts | 13,091,442 | 6,789,334 |
13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 15) | 1,719,616 | 543,327 |
Other loans (see note 15) | 325,925 | - |
Hire purchase contracts (see note 16) | 2,227,037 | 2,951,457 |
Payments on account | 723,206 | 594,527 |
Trade creditors | 4,389,549 | 2,389,370 |
Amounts owed to group undertakings | - | - |
Amounts owed to related parties | 709,107 | - | 710,644 | - |
Taxation | 125,075 | 897,219 |
Social security and other taxes | 572,274 | 477,696 |
VAT | - | - | - | 11,070 |
Other creditors | 1,294,748 | 769,788 |
Accruals & deferred income | 1,099,497 | 594,324 |
13,186,034 | 9,217,708 |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
14. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group |
2023 | 2022 |
£ | £ |
Bank loans (see note 15) | 83,334 | - |
Other loans (see note 15) | 1,276,285 | - |
Hire purchase contracts (see note 16) | 3,155,443 | 4,807,759 |
4,515,062 | 4,807,759 |
15. | LOANS |
An analysis of the maturity of loans is given below: |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Amounts falling due within one year or on | demand: |
Bank overdrafts | 1,386,283 | 543,327 |
Bank loans - less than 1 yr | 333,333 | - |
Other loans - less than 1 yr | 325,925 | - |
2,045,541 | 543,327 |
Amounts falling due between one and two | years: |
Bank loans - 1-2 years | 83,334 | - |
Other loans - 1-2 years | 325,925 | - | - |
409,259 | - |
Amounts falling due between two and five | years: |
Other loans - 2-5 years | 950,360 | - |
16. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Hire purchase contracts |
2023 | 2022 |
£ | £ |
Net obligations repayable: |
Within one year | 2,227,037 | 2,951,457 |
Between one and five years | 3,155,443 | 4,807,759 |
5,382,480 | 7,759,216 |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
16. | LEASING AGREEMENTS - continued |
Group |
Non-cancellable operating | leases |
2023 | 2022 |
£ | £ |
Within one year | 360,084 | 341,724 |
Between one and five years | 751,872 | 658,091 |
In more than five years | 691,167 | 807,167 |
1,803,123 | 1,806,982 |
Company |
Non-cancellable operating | leases |
2023 | 2022 |
£ | £ |
Within one year |
Between one and five years |
17. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group |
2023 | 2022 |
£ | £ |
Bank overdrafts | 1,386,283 | 543,327 |
Hire purchase contracts | 5,382,480 | 7,759,216 |
6,768,763 | 8,302,543 |
Group banking facilities are secured by a debenture over the assets of the company and its subsidiaries. |
Group hire purchase contracts are secured by the assets financed by those agreements. |
18. | PROVISIONS FOR LIABILITIES |
Group |
2023 | 2022 |
£ | £ |
Deferred taxation | 1,076,000 | 1,069,100 |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
18. | PROVISIONS FOR LIABILITIES - continued |
Group |
Deferred |
tax |
£ |
Balance at 1 January 2023 | 1,069,100 |
Charge to Statement of Comprehensive Income during year | 6,900 |
Balance at 31 December 2023 | 1,076,000 |
19. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary | £1 | 500 | 400 |
(2022 - 400 ) |
See acquisition of subsidiary note for details for share for share exchange relating to the acquisition of Sirius Civil Engineering Limited. |
20. | RESERVES |
Group |
Merger |
Retained | Share | relief |
earnings | premium | reserve | Totals |
£ | £ | £ | £ |
At 1 January 2023 | 18,331,463 | 22,752 | - | 18,354,215 |
Profit for the year | 299,544 | 299,544 |
Capital distribution | (8,110,000 | ) | - | - | (8,110,000 | ) |
Acquisition of subsidiary | - | - | 1,989,800 | 1,989,800 |
Transfer to NCI | (78,144 | ) | (22,752 | ) | - | (100,896 | ) |
At 31 December 2023 | 10,442,863 | - | 1,989,800 | 12,432,663 |
Company |
Merger |
Retained | relief |
earnings | reserve | Totals |
£ | £ | £ |
At 1 January 2023 | 806,360 |
Profit for the year |
Capital distribution | (8,110,000 | ) | - | (8,110,000 | ) |
Acquisition of subsidiary | - | 1,989,800 | 1,989,800 |
At 31 December 2023 | 2,006,617 |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
20. | RESERVES - continued |
a) Retained earnings represents cumulative profits and losses net of dividends and other adjustments. |
b) Share premium represents the premium arising on the issue of shares net of issue costs. |
c) Merger relief reserve arises on the share for share exchange and is a Companies Act relief from recording share premium. |
21. | NON-CONTROLLING INTERESTS |
£ |
At 1 January 2023 | 360,490 |
Profit on ordinary activities after taxation | (11,852 | ) |
Transfer to retained earnings | 78,144 |
Acquisition of non controlling interest | (478,913 | ) |
At 31 December 2023 | (52,131 | ) |
22. | PENSION COMMITMENTS |
The group operates a defined contribution scheme. Contributions are charged to the profit and loss as they fall due. The charge for the year was £832,484 (2022: £528,117). There were pension contributions of £126,010 outstanding at the year end (2022: £173,400). |
23. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
The following advances and credits to directors subsisted during the years ended 31 December 2023 and 31 December 2022: |
2023 | 2022 |
£ | £ |
M J Powell |
Balance outstanding at start of year | 743 | (1,475,205 | ) |
Amounts advanced | 3,986 | 1,478,055 |
Amounts repaid | (3,860 | ) | (2,107 | ) |
Amounts written off | - | - |
Amounts waived | - | - |
Balance outstanding at end of year | 869 | 743 |
P E Kane |
Balance outstanding at start of year | 13,812 | (1,451,725 | ) |
Amounts advanced | 9,357 | 1,472,114 |
Amounts repaid | (22,350 | ) | (6,577 | ) |
Amounts written off | - | - |
Amounts waived | - | - |
Balance outstanding at end of year | 819 | 13,812 |
Sirius Engineering Group Ltd (Registered number: 04660007) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
24. | RELATED PARTY DISCLOSURES |
Other Related Parties - Common Control |
During the year Sirius Engineering Group Ltd provided goods and services to related parties totalling £726,330 (2022 : £3,671,375) and in return received goods and services of £117,582 (2022 : £433,970). |
Wage costs totalling £382,737 (2022: £501,416) were recharged to related parties and Sirius Engineering Group Ltd also paid rent totalling £120,000 (2022: £121,500) to a related party. |
As at 31 December 2023 the net sum of £480,153 was due to related parties (2022: due from related parties £658,497). |
The total remuneration for key management personnel for the year totalled £915,385 (2021 : £1,222,168) being remuneration disclosed in note 3. |
25. | ULTIMATE CONTROLLING PARTY |
From 17 October 2023 the group is controlled by SEGL Group Limited as trustee of The Sirius Group Employee Ownership Trust. |