Registration number:
E2S Group Ltd
for the Year Ended 31 December 2023
E2S Group Ltd
Contents
Company Information |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Balance Sheet |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
E2S Group Ltd
Company Information
Directors: |
Peter Fay Jean-Yves Joseph Brett Edward Isard Michael Green |
Registered office: |
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Registered number: |
09747489 |
SENIOR STATUTORY AUDITOR: Alistair I Wem BSc BFP FCA
Auditors: |
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E2S Group Ltd
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities 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 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.
E2S Group Ltd
Independent Auditor's Report to the Members of E2S Group Ltd
Opinion
We have audited the financial statements of E2S Group Ltd (the 'company') for the year ended 31 December 2023, which comprise the Balance Sheet, Statement of Changes in Equity, and 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 FRS 102 Section 1A '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 company's affairs as at 31 December 2023 and of its 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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company 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
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:
• the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or
• the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.
Other information
The directors are responsible for the other information. The other information comprises the information in 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the .
E2S Group Ltd
Independent Auditor's Report to the Members of E2S Group Ltd (continued)
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, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the 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; or |
• | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities [set out on page 2], 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 is 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 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 company or to cease operations, or have no realistic alternative but to do so.
Auditor 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 an auditor’s report 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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
E2S Group Ltd
Independent Auditor's Report to the Members of E2S Group Ltd (continued)
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our sector experience through discussion with the Officers and other management (as required by auditing standards).
• We had regard to laws and regulations in areas that directly affect the financial statements including financial reporting (including related trade union legislation) and taxation legislation.We considered that extent of compliance with those laws and regulations as part of our procedures on the related financial statement items.
• With the exception of any known or possible non-compliance, and as required by auditing standards, our work in respect of these was limited to enquiry of the Officers.
• We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.
• We addressed the risk of fraud through management override of controls, by testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
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 an auditor’s report 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
Savoy House
Savoy Circus
W3 7DA
E2S Group Ltd
(Registration number: 09747489)
Balance Sheet as at 31 December 2023
Note |
31.12.23 |
31.12.22 |
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£ |
£ |
£ |
£ |
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FIXED ASSETS |
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Investments |
|
|
|||
CURRENT ASSETS |
|||||
Debtors |
|
|
|||
Cash at bank and in hand |
|
|
|||
|
|
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CREDITORS |
|||||
Creditors within 1yr |
1,111,298 |
2,555,984 |
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Net current liabilities |
( |
( |
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Net assets |
|
|
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CAPITAL AND RESERVES |
|||||
Called up share capital |
200,000 |
200,000 |
|||
Other reserves |
10,134,972 |
15,284,000 |
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Profit and loss account |
5,776,387 |
5,520,496 |
|||
Shareholders' funds |
16,111,359 |
21,004,496 |
These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.
These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.
Approved and authorised by the
......................................... |
E2S Group Ltd
Statement of Changes in Equity for the Year Ended 31 December 2023
Share capital |
Merger reserve |
Retained earning |
Total |
|
At 1 January 2022 |
|
|
|
|
Changes in equity |
- |
- |
- |
- |
Profit for the year |
- |
- |
|
|
Dividends |
- |
- |
( |
( |
At 31 December 2022 |
200,000 |
15,284,000 |
5,520,496 |
21,004,496 |
Share capital |
Merger reserve |
Retained earning |
Total |
|
At 1 January 2023 |
|
|
|
|
Statement of changes in equity |
- |
- |
- |
- |
Profit for the year |
- |
- |
|
|
Dividends |
- |
- |
( |
( |
At 31 December 2023 |
|
|
|
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E2S Group Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
1. |
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
England
These financial statements were authorised for issue by the
2. |
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The presentational currency is Pound Sterling (£).
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
E2S Group Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)
2 |
Accounting policies (continued) |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
3. |
Staff numbers |
The average number of persons employed by the company (including directors) during the year, was
4. |
Investments |
31.12.23 |
31.12.22 |
|
Investments in subsidiaries |
|
|
Subsidiaries |
£ |
Cost or valuation |
|
At 1 January 2023 |
|
Disposals |
( |
At 31 December 2023 |
|
Provision |
|
Carrying amount |
|
At 31 December 2023 |
|
At 31 December 2022 |
|
E2S Group Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)
4 |
Investments (continued) |
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
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2023 |
2022 |
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Subsidiary undertakings |
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Impress House, Mansell Road, London W3 7QH England |
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Charlottenstrasse 45-51, 72764 Reutlingen, Germany Germany |
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11777 Katy Freeway, Suite 395, Houston, Texas 77079 USA
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11777 Katy Freeway, Suite 395, Houston, Texas 77079 USA
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78-80 Old Oak Common Lane, Savoy House, Savoy Circus, London W3 7DA England |
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4 Impasse Joliot Curie 64110 Jurançon France France |
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Bldg. 1, Telge Industrial Estate, Cypress, Texas 77429, Houston, TX 77008 USA |
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E2S Group Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)
4 |
Investments (continued) |
Subsidiary undertakings |
European Safety Systems Ltd The principal activity of European Safety Systems Ltd is |
E2S Warnsignaltechnik UG The principal activity of E2S Warnsignaltechnik UG is |
E2S Warning Signals LLC The principal activity of E2S Warning Signals LLC is |
E2S Holdings Inc The principal activity of E2S Holdings Inc is |
Foxley Estates Ltd The principal activity of Foxley Estates Ltd is |
Applications Electroniques et Technique SAS The principal activity of Applications Electroniques et Technique SAS is |
Signal Source LLC The principal activity of Signal Source LLC is |
5. |
Debtors |
Current |
Note |
31.12.23 |
31.12.22 |
Amounts owed by related parties |
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Other debtors |
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E2S Group Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)
6. |
Creditors |
Creditors: amounts falling due within one year
Note |
31.12.23 |
31.12.22 |
|
Due within one year |
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Amounts owed to group undertakings and undertakings in which the company has a participating interest |
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|
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Taxation and social security |
|
- |
|
Accruals and deferred income |
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Other creditors |
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|
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7. |
Share capital |
Allotted, called up and fully paid shares
31.12.23 |
31.12.22 |
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No. |
£ |
No. |
£ |
|
|
|
106,668 |
|
106,668 |
|
|
66,666 |
|
66,666 |
|
|
26,666 |
|
26,666 |
|
|
|
|
8. |
Related party transactions |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.