Company registration number 09301473 (England and Wales)
METRO SAFETY GROUP LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 JANUARY 2024
PAGES FOR FILING WITH REGISTRAR
6th Floor Kings House
9-10 Haymarket
London
United Kingdom
SW1Y 4BP
METRO SAFETY GROUP LIMITED
CONTENTS
Page
Company information
1
Balance sheet
2 - 3
Notes to the financial statements
4 - 14
METRO SAFETY GROUP LIMITED
COMPANY INFORMATION
- 1 -
Directors
Mr D. S. Ungoed-Thomas
Mr I. J. Simcott
Ms C. L. March
Mr A. J. Paten
Mr A. McCarthy
Mr P. G. Taylor
Company number
09301473
Registered office
3rd Floor
8 Boundary Row
London
United Kingdom
SE1 8HP
Auditor
TC Group
6th Floor Kings House
9-10 Haymarket
London
United Kingdom
SW1Y 4BP
METRO SAFETY GROUP LIMITED
BALANCE SHEET
AS AT
31 JANUARY 2024
31 January 2024
- 2 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
4
1,715,922
1,830,527
Tangible assets
5
133,388
189,489
Investments
6
148,604
148,604
1,997,914
2,168,620
Current assets
Debtors
7
1,744,045
1,391,059
Cash at bank and in hand
5,654
22,457
1,749,699
1,413,516
Creditors: amounts falling due within one year
8
(2,587,991)
(2,128,092)
Net current liabilities
(838,292)
(714,576)
Total assets less current liabilities
1,159,622
1,454,044
Creditors: amounts falling due after more than one year
9
(1,939,783)
(1,938,315)
Net liabilities
(780,161)
(484,271)
Capital and reserves
Called up share capital
11
305,729
305,729
Share premium account
9,075
9,075
Profit and loss reserves
(1,094,965)
(799,075)
Total equity
(780,161)
(484,271)
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.
METRO SAFETY GROUP LIMITED
BALANCE SHEET (CONTINUED)
AS AT
31 JANUARY 2024
31 January 2024
- 3 -
The financial statements were approved by the board of directors and authorised for issue on 27 September 2024 and are signed on its behalf by:
Mr A. McCarthy
Director
Company Registration No. 09301473
METRO SAFETY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
- 4 -
1
Accounting policies
Company information
Metro Safety Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is 3rd Floor, 8 Boundary Row, London, United Kingdom, SE1 8HP.
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, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
METRO SAFETY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 5 -
1.2
Going concern
The ability of the company to continue trading is dependent on the company generating sustainable profits and positive cash flows. In addition, the ability of the company to continue as a going concern depends on the management and recoverability of intra-group and loan balances so that they do not place unnecessary financial pressure on the company.
The directors have at the time of approving the financial statements, a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Not withstanding that the company has net current liabilities of £838,292 at the balance sheet date, the financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.
The directors have prepared forecasts for a period of 12 months from the date of approval of these financial statements which indicate that they will be able to generate positive cash flows and manage its working capital to enable it to pays its debts as they fall due. The forecasts are dependent on the stakeholders not seeking repayment of the amounts current due to them which at 31 January 2024 amount to £2,044,783. The stakeholders have indicated their intention to continue to support the company and that they have no intention to seek repayment of the amounts due at the balance sheet date, for the period covered by the forecasts. As with any company placing reliance on a third party for financial support, the directors acknowledge that there can be no certainty that this support with continue although, at the date of approval of these financial statements, they have no reason to believe that they will not do so.
Accordingly the directors believe that it is appropriate to prepare the financial statements on a going concern basis
1.3
Turnover
Turnover comprises revenue recognised by the company in respect of services supplied, exclusive of Value Added Tax and trade discounts.
1.4
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Software development costs
10 years straight line
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
METRO SAFETY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 6 -
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold property improvements
Straight line over the period of the lease
Plant and machinery
10 years straight line
Fixtures and fittings
10 years straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.6
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.
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
METRO SAFETY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 7 -
1.8
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.
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’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.
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.
1.10
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.
METRO SAFETY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 8 -
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
1.12
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.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
METRO SAFETY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 9 -
1.14
Share-based payments
Metro Safety Group Limited operates an Enterprise Management Incentive Scheme (‘EMI Scheme’) for several employees in the group.
FRS 102 requires the company to determine the fair value of the options granted each year, and to make a charge to the profit and loss account for that amount.
In respect of the FRS 102 requirement to determine the fair value of the options granted, the directors have referred to the HM Revenue & Customs valuations as a guide.
1.15
Leases
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
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.
In the opinion of the directors there are no significant judgements or areas of estimation uncertainty.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
41
41
METRO SAFETY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 10 -
4
Intangible fixed assets
Goodwill
Software developm't costs
Total
£
£
£
Cost
At 1 February 2023
410,409
3,986,744
4,397,153
Additions - separately acquired
301,500
301,500
At 31 January 2024
410,409
4,288,244
4,698,653
Amortisation and impairment
At 1 February 2023
410,409
2,156,217
2,566,626
Amortisation charged for the year
416,105
416,105
At 31 January 2024
410,409
2,572,322
2,982,731
Carrying amount
At 31 January 2024
1,715,922
1,715,922
At 31 January 2023
1,830,527
1,830,527
METRO SAFETY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 11 -
5
Tangible fixed assets
Leasehold property improvements
Plant and machinery
Fixtures and fittings
Total
£
£
£
£
Cost
At 1 February 2023
6,990
1,617,848
9,286
1,634,124
Additions
30,287
30,287
Transfers
(500)
500
At 31 January 2024
6,990
1,647,635
9,786
1,664,411
Depreciation and impairment
At 1 February 2023
3,601
1,438,202
2,832
1,444,635
Depreciation charged in the year
2,542
82,751
1,095
86,388
Transfers
(264)
264
At 31 January 2024
6,143
1,520,689
4,191
1,531,023
Carrying amount
At 31 January 2024
847
126,946
5,595
133,388
At 31 January 2023
3,389
179,647
6,453
189,489
6
Fixed asset investments
2024
2023
£
£
Investments
148,604
148,604
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 February 2023 & 31 January 2024
148,604
Carrying amount
At 31 January 2024
148,604
At 31 January 2023
148,604
METRO SAFETY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 12 -
7
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amount due from group undertaking
1,551,728
1,182,475
Other debtors
97,449
130,104
Prepayments and accrued income
75,332
58,944
1,724,509
1,371,523
Amounts falling due after one year:
Other debtors
19,536
19,536
Total debtors
1,744,045
1,391,059
8
Creditors: amounts falling due within one year
2024
2023
£
£
Invoice factoring facility
841,904
383,305
Related party loans
105,000
60,000
Trade creditors
265,688
212,572
Amounts owed to group undertakings
888,642
1,321,409
Taxation and social security
133,946
Other creditors
140,466
88,758
Accruals and deferred income
212,345
62,048
2,587,991
2,128,092
Lloyds Bank PLC has a debenture and an unlimited guarantee over the assets of the group companies in respect of the the invoice factoring facility. Cross company guarantees exist between the company and its subsidiary undertakings.
9
Creditors: amounts falling due after more than one year
2024
2023
£
£
Other borrowings
1,939,783
1,938,315
METRO SAFETY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 13 -
10
Share-based payment transactions
There were new options granted over the A ordinary shares during the year under a new scheme.
On exercise, the options must be paid for in cash.
No expense has been recognised for the share options however, as in the opinion of the directors, the charge would not be material to the financial statements.
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 February 2023
90,715
51,595
1.87
3.13
Granted
21,055
43,200
0.50
1.00
Forfeited
(9,555)
(4,080)
8.00
8.50
Outstanding at 31 January 2024
102,215
90,715
1.93
1.87
Exercisable at 31 January 2024
Each option has a life of 10 years from the grant date, the weighted average remaining contractual life of the options at the end of the period was 5.5 years.
11
Called up share capital
2024
2023
£
£
Ordinary share capital
Issued and fully paid
508,200 Ordinary shares of 1p each
5,082
5,082
64,737 Ordinary A shares of 1p each
647
647
3,000 Ordinary B shares of £100 each
300,000
300,000
305,729
305,729
METRO SAFETY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
11
Called up share capital
(Continued)
- 14 -
12
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.
Senior Statutory Auditor:
Philip Clark FCCA
Statutory Auditor:
TC Group
13
Financial commitments, guarantees and contingent liabilities
A cross party guarantee exists between the company and other group companies whereby the company's assets are held as security against the secured debts in other group companies. At the balance sheet date, the total of those companies' secured debts amounted to £841,904. No losses are expected to arise as a result of this guarantee.
14
Related party transactions
As the parent undertaking, Metro Safety Group Limited has taken advantage of the exemption available under FRS 102 Section 33.1A not to disclose transactions with other wholly-owned members of the group.
15
Directors' transactions
Certain directors and shareholders have provided funds to the company. At the year end, the amount owed to these directors and shareholders was £2,044,784 (2023 - £1,998,315). Interest is payable on these loans at an agreed rate. The charge for the year totalled £118,989 (2023 - £106,376).
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