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Registration number: 09747489

E2S Group Ltd

Filleted Financial Statements

for the Year Ended 31 December 2023

 

E2S Group Ltd

Contents

Company Information

1

Statement of Directors' Responsibilities

2

Independent Auditor's Report

3 to 5

Balance Sheet

6

Statement of Changes in Equity

7

Notes to the Financial Statements

8 to 12

 

E2S Group Ltd

Company Information

Directors:

Peter Fay

Jean-Yves Joseph

Brett Edward Isard

Michael Green

Registered office:

Savoy House
Savoy Circus
London
W3 7DA

Registered number:

09747489

SENIOR STATUTORY AUDITOR: Alistair I Wem BSc BFP FCA

Auditors:

Wem & Co
Chartered Accountants & Statutory Auditors
Savoy House
Savoy Circus
London
W3 7DA

 

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.

......................................
Alistair I Wem BSc BFP FCA (Senior Statutory Auditor)
For and on behalf of Wem & Co, Statutory Auditor

Savoy House
Savoy Circus
London
W3 7DA

28 October 2024

 

E2S Group Ltd

(Registration number: 09747489)
Balance Sheet as at 31 December 2023

Note

31.12.23

31.12.22

   

£

£

£

£

FIXED ASSETS

   

 

Investments

4

 

17,190,840

 

22,339,868

CURRENT ASSETS

   

 

Debtors

5

16,402

 

959,472

 

Cash at bank and in hand

 

15,415

 

261,140

 

 

31,817

 

1,220,612

 

CREDITORS

   

 

Creditors within 1yr

6

1,111,298

 

2,555,984

 

Net current liabilities

   

(1,079,481)

 

(1,335,372)

Net assets

   

16,111,359

 

21,004,496

CAPITAL AND RESERVES

   

 

Called up share capital

7

 

200,000

 

200,000

Other reserves

 

10,134,972

 

15,284,000

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 Board on 10 October 2024

.........................................
Brett Edward Isard
Director

 

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

200,000

15,284,000

5,289,490

20,773,490

Changes in equity

-

-

-

-

Profit for the year

-

-

6,900,124

6,900,124

Dividends

-

-

(6,669,118)

(6,669,118)

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

200,000

10,134,972

5,520,496

15,855,468

Statement of changes in equity

-

-

-

-

Profit for the year

-

-

6,132,476

6,132,476

Dividends

-

-

(5,876,585)

(5,876,585)

At 31 December 2023

200,000

10,134,972

5,776,387

16,111,359

 

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:
Savoy House
Savoy Circus
London
W3 7DA
England

These financial statements were authorised for issue by the Board on 10 October 2024.

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

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

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 0 (2022 - 0).

4.

Investments

31.12.23
£

31.12.22
£

Investments in subsidiaries

17,190,840

22,339,868

Subsidiaries

£

Cost or valuation

At 1 January 2023

22,339,868

Disposals

(5,149,028)

At 31 December 2023

17,190,840

Provision

Carrying amount

At 31 December 2023

17,190,840

At 31 December 2022

22,339,868

 

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

     

2023

2022

Subsidiary undertakings


European Safety Systems Ltd

Impress House, Mansell Road, London W3 7QH

England

Ordinary


100%


100%


E2S Warnsignaltechnik UG

Charlottenstrasse 45-51, 72764 Reutlingen, Germany

Germany

Ordinary


100%


100%


E2S Warning Signals LLC

11777 Katy Freeway, Suite 395, Houston, Texas 77079 USA

Ordinary


100%


100%


E2S Holdings Inc

11777 Katy Freeway, Suite 395, Houston, Texas 77079 USA

Ordinary


100%


100%


Foxley Estates Ltd

78-80 Old Oak Common Lane, Savoy House, Savoy Circus, London W3 7DA

England

Ordinary


80%


80%


Applications Electroniques et Technique SAS

4 Impasse Joliot Curie 64110 Jurançon France

France

Ordinary


100%


100%


Signal Source LLC

Bldg. 1, Telge Industrial Estate, Cypress, Texas 77429, Houston, TX 77008

USA

Ordinary


100%


100%

 

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 manufacture of warning signals.

E2S Warnsignaltechnik UG

The principal activity of E2S Warnsignaltechnik UG is distribution of warning signals.

E2S Warning Signals LLC

The principal activity of E2S Warning Signals LLC is distribution of warning signals.

E2S Holdings Inc

The principal activity of E2S Holdings Inc is holding company.

Foxley Estates Ltd

The principal activity of Foxley Estates Ltd is rental of commercial property.

Applications Electroniques et Technique SAS

The principal activity of Applications Electroniques et Technique SAS is manufacture & distribution of electronic apparatus.

Signal Source LLC

The principal activity of Signal Source LLC is distributor of hazardous location & explosion proof audible.

5.

Debtors

Current

Note

31.12.23
£

31.12.22
£

Amounts owed by related parties

8

5,308

941,748

Other debtors

 

11,094

17,724

   

16,402

959,472

 

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

 

Amounts owed to group undertakings and undertakings in which the company has a participating interest

8

1,074,984

2,526,940

Taxation and social security

 

1,870

-

Accruals and deferred income

 

15,300

9,900

Other creditors

 

19,144

19,144

 

1,111,298

2,555,984

7.

Share capital

Allotted, called up and fully paid shares

 

31.12.23

31.12.22

 

No.

£

No.

£

Ordinary shares A of £1 each

106,668

106,668

106,668

106,668

Ordinary shares B of £1 each

66,666

66,666

66,666

66,666

Ordinary shares C of £1 each

26,666

26,666

26,666

26,666

 

200,000

200,000

200,000

200,000

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.