Company registration number 07742735 (England and Wales)
SECURI-GUARD (HOLDINGS) LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
3 Acorn Business Centre
Northarbour Road
Cosham
Portsmouth
Hampshire
PO6 3TH
SECURI-GUARD (HOLDINGS) LTD
CONTENTS
Page
Company information
1
Directors' responsibilities statement
2
Balance sheet
3
Statement of changes in equity
4
Notes to the financial statements
5 - 9
SECURI-GUARD (HOLDINGS) LTD
COMPANY INFORMATION
- 1 -
Directors
Mr K L Roberts
Mr R Truesdale
Company number
07742735
Registered office
Darklake View
Estover
Plymouth
Devon
United Kingdom
PL6 7TL
Auditor
TC Group
3 Acorn Business Centre
Northarbour Road
Cosham
Portsmouth
Hampshire
PO6 3TH
SECURI-GUARD (HOLDINGS) LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
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 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 of the profit or loss of the company 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
SECURI-GUARD (HOLDINGS) LTD
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 3 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
3
3,015,000
Current assets
Debtors
4
100
Creditors: amounts falling due within one year
5
(119,899)
Net current assets/(liabilities)
100
(119,899)
Total assets less current liabilities
100
2,895,101
Creditors: amounts falling due after more than one year
6
(1,714,117)
Net assets
100
1,180,984
Capital and reserves
Called up share capital
7
100
100
Capital redemption reserve
1,176,471
Profit and loss reserves
4,413
Total equity
100
1,180,984
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 20 June 2024 and are signed on its behalf by:
Mr R Truesdale
Director
Company Registration No. 07742735
The notes on pages 5 to 9 form part of these financial statements
SECURI-GUARD (HOLDINGS) LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2022
100
1,176,471
4,413
1,180,984
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
Balance at 31 December 2022
100
1,176,471
4,413
1,180,984
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
10,587
10,587
Redemption of preference shares
7
1,823,529
1,823,529
Capital reduction
7
(3,000,000)
3,000,000
-
Dividends
-
-
(3,015,000)
(3,015,000)
Balance at 31 December 2023
100
100
SECURI-GUARD (HOLDINGS) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
1
Accounting policies
Company information
Securi-Guard (Holdings) Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Darklake View, Estover, Plymouth, Devon, United Kingdom, PL6 7TL. .
The company has not traded during the year ended 31st December 2023. The principal activity of the company until 29 December 2023, was that of being a non-trading intermediate holding company, within the Scutum group of companies, the company holding all of the share capital in the then subsidiary, Scutum South West Limited.
On 29 December 2023, as part of a group reorganisation the company transferred via a dividend in specie, its entire ownership of its shares in Scutum South West Limited, to its immediate parent undertaking, Scutum Group UK Limited.
Since 29 December 2023, the company is no longer an intermediate holding company and remains a dormant company.
1.1
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
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.
1.2
Going concern
It is the intention of the directors to commence the winding up of the company within the next 12 months. true
Accordingly these financial are prepared on a basis other than going concern. All assets of the company are presented at the lower of cost or realisable value, and all liabilities are presented as falling due within one year at the value of the future cash outflows expected. Although these financial statements have been prepared on a basis other than going concern, due to the nature of the company's assets and liabilities at its balance sheet dates, there has been no impact on the reported performance or position of the company as a result of the financial statements having been prepared on this basis.
1.3
Fixed asset investments
Interests in subsidiaries 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.
SECURI-GUARD (HOLDINGS) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
1.4
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.
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.
1.5
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.
2
Employees
The average monthly number of persons employed by the company during the year was:
2023
2022
Number
Number
Total
SECURI-GUARD (HOLDINGS) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
3
Fixed asset investments
2023
2022
£
£
Shares in subsidiaries
-
3,015,000
On 29 December 2023, as part of a group reorganisation the company transferred via a dividend in specie, its entire ownership of its shares in Scutum South West Limited, to its immediate parent undertaking, Scutum Group UK Limited.
4
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
100
5
Creditors: amounts falling due within one year
2023
2022
£
£
Amounts owed to group undertakings
10,487
Other creditors
109,412
119,899
6
Creditors: amounts falling due after more than one year
2023
2022
£
£
Other creditors
1,714,117
SECURI-GUARD (HOLDINGS) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
7
Called up share capital
2023
2022
£
£
Ordinary share capital classified as equity
Issued and fully paid
0 Ordinary A shares of £1 each
-
85
0 Ordinary B shares of £1 each
-
10
0 Ordinary C shares of £1 each
-
5
85 Ordinary shares of £1 each
100
-
100
100
Preference share capital classified as debt
Issued and fully paid
1,823,529 Non-Redeemable Preference shares of £1 each
-
1,823,529
-
1,823,529
On 22 December 2023, the company completed a capital reduction with the approval of the preference share holders, to firstly cancel the 1,823,529 Non Redeemable Preference Shares of £1 each, and then subsequently to reduce the company's capital redemption reserve in its entirety.
On 29 December 2023, the company's Articles of Association were amended enabling the company to redesignate the 85 Ordinary A shares of £1 each, 10 Ordinary B shares of £1 each, and 5 Ordinary C shares of £1 each, into 100 Ordinary shares of £1 each.
8
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified, but contained the following emphasis of matter paragraph:
Emphasis of matter - non going concern basis of accounting
We draw attention to Note 1.2 to the financial statements which explains that the directors intend to commence the winding up of the company within the next 12 months. The directors therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in Note 1.2. Our opinion is not modified in respect of this matter.
Senior Statutory Auditor:
James Blake FCA
Statutory Auditor:
TC Group
SECURI-GUARD (HOLDINGS) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
9
Parent company
At the balance sheet date the company's entire share capital is held by Scutum Group UK Limited, a wholly owned member of the group headed by SLE SAS, a company incorporated in France.
Scutum Group UK Limited is the immediate parent undertaking and the smallest group in which consolidated financial statements are prepared. Copies of the Scutum Group UK Limited financial statements are publicly available at Companies House.
SLE SAS is considered to be the ultimate parent undertaking and controlling party. Copies of the SLE SAS' financial statements may be obtained from 21, Rue du Pont des Halles, 94536, Rungis Cedex.
In accordance with Section 33.1A of FRS 102 the company has applied the exemption from disclosing transactions and balances with fellow wholly owned members of the group headed by SLE SAS.
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