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Registration number: 13057063

EA-RS Group Limited

Annual Report and Financial Statements

for the Year Ended 30 September 2023

 

EA-RS Group Limited

Contents

Company Information

1

Strategic Report

2 to 3

Directors' Report

4

Statement of Directors' Responsibilities

5

Independent Auditor's Report

6 to 8

Profit and Loss Account and Statement of Retained Earnings

9

Balance Sheet

10

Notes to the Financial Statements

11 to 24

 

EA-RS Group Limited

Company Information

Directors

A J Wheal

M L Wheeler

M G Horne

Registered office

4 Swanbridge Industrial Park
Black Croft Road
Witham
Essex
CM8 3YN

Auditors

Clement Rabjohns Limited
Registered Auditors and Chartered Accountants
111/113 High Street
Evesham
Worcestershire
WR11 4XP

 

EA-RS Group Limited

Strategic Report for the Year Ended 30 September 2023

The directors present their strategic report for the year ended 30 September 2023.

Principal activity

The principal activity of the company is a wholly owned subsidiary of EA-RS Fire Management Limited and it provides management services to all the companies within the group.

Fair review of the business

The EA-RS Fire Engineering Group Limited was formed in January 2021 following an investment made by Rockpool Investments LLP ("Rockpool") into EA-RS Fire Engineering Limited. The purpose of the investment was to accelerate the expansion strategy of the business, by providing growth capital to fund a series of acquisitions within the fire and security market. We are pleased to present our report on the progress, covering the second full year of our partnership with Rockpool.

EA-RS Group Limited is a wholly owned subsidiary of EA-RS Fire Management Limited and it provides management services to all the companies within the group.

The UK fire and security market remains highly fragmented, presenting continued opportunities for consolidation. Our plan is to create scale by acquiring small, niche operators and by maximising operational and financial performance through improved systems, increased training, identifying cost synergies and introducing cross-selling between businesses. Most markets have experienced a period of turbulence in recent years and the fire and secure market is no different. Our approach to client service, combined with the critical nature of the services we supply, has enabled us to grow organically to augment the impact of our inorganic growth. We have successfully broadened our client base and geographical coverage, strengthening our position in the South East and developing significant presence in the North West, Midlands and in Northern Ireland.

Three acquisitions were completed in the year under review, which has taken the total acquisitions to eleven since the acquisition strategy was initially formulated. We have invested significantly in our mergers and acquisitions (M&A) resource, and continue to see a healthy pipeline of opportunities provided by our advisory contacts and through initiation by our in-house team. We take a very active approach to the integration of businesses into the group and we are confident that we have created the infrastructure to accelerate our buy and build plan over the next few years. Completed acquisitions in the year to 30 September 2023 are summarised as follows;

APW Fire Protection Limited (November 2022)
Surefire Services Ltd (January 2023)
Bonnells Electrical Contractors Limited (September 2023)

 

EA-RS Group Limited

Strategic Report for the Year Ended 30 September 2023

Principal risks and uncertainties

The group's activities expose it to a variety of financial risks that include the effects of the change in price risk, liquidity risk, interest rate risk and operational risk.

The principal risks to the business are:

Price risk
The Group is exposed to price risk due to normal inflationary increase in the purchase price of supplies and services.

Liquidity risk
The Group regularly reviews its liquidity risk and has arranged appropriate facilities to be available.

Credit risk
The Group has a rigorous credit policy which it uses to manage credit risk. The cost of borrowing and general inflation increases have increased the risk of bad debt occurring, but the business has a wide customer base which spreads its risk and provision for potential bad debts.

Interest rate risk
The Group is exposed to interest rate risk on its borrowings, which are based on margin over SONIA. A rise in interest rates could increase the cost of borrowings. The Group continually monitors interest rate risks and reviews hedging as a way to mitigate interest rate rises though no hedging arrangements are currently in place.

Operational risk
- The mis-handling of a significant acquisition
- To mis-manage the installation of equipment at a client site resulting in a claim for contractual damages
- To provide defective design services to a client resulting in inadequate fire or security protection

The group has significant technical expertise and systems of management control, and supervision borne out by its industry accreditations. These, combined with our unblemished track record over many years of trading, provides comfort that the above risks are being properly mitigated.

Approved and authorised by the Board on 29 October 2024 and signed on its behalf by:
 

.........................................
M L Wheeler
Director

 

EA-RS Group Limited

Directors' Report for the Year Ended 30 September 2023

The directors present their report and the financial statements for the year ended 30 September 2023.

Directors of the company

The directors who held office during the year were as follows:

D O Ferguson (resigned 17 July 2023)

D R Pugh (appointed 1 March 2023 and ceased 21 June 2024)

A J Wheal

M L Wheeler

M G Horne

Going concern

The directors have reviewed the financial position of the company and associated group companies and have concluded that they will continue to operate for the foreseeable future on the basis that EA-RS Fire Engineering Group Limited, the ultimate controlling company, has confirmed that they will provide support for the foreseeable future to enable the company to meet its liabilities as they fall due.

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Reappointment of auditors

In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of Clement Rabjohns Limited as auditors of the company is to be proposed at the forthcoming Annual General Meeting.

Approved and authorised by the Board on 29 October 2024 and signed on its behalf by:
 

.........................................
M L Wheeler
Director

 

EA-RS Group Limited

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;

state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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.

 

EA-RS Group Limited

Independent Auditor's Report to the Members of EA-RS Group Limited

Opinion

We have audited the financial statements of EA-RS Group Limited (the 'company') for the year ended 30 September 2023, which comprise the Profit and Loss Account and Statement of Retained Earnings, Balance Sheet, 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 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 company's affairs as at 30 September 2023 and of its loss 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

In auditing the financial statements, we have concluded that the director's 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 company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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.

 

EA-RS Group Limited

Independent Auditor's Report to the Members of EA-RS Group Limited

Opinion on other matter 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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

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 Strategic Report and the Directors' Report.

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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities [set out on page 5], 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:

 

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. Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities even though the audit has been properly planned and performed in accordance with the ISAs (UK). The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

 

EA-RS Group Limited

Independent Auditor's Report to the Members of EA-RS Group Limited

We obtained an understanding of the legal and regulatory frameworks that are applicable to the company, and the industry in which it operates. These include but are not limited to compliance with the Companies Act 2006, UK Generally Accepted Accounting Principles and the relevant tax compliance regulations for the company.

We obtained an understanding of how the company is complying with these frameworks through discussions with management.

We enquired with management whether there were any instances of non-compliance with laws and regulations or whether they had knowledge of actual or suspected fraud. These enquiries are corroborated through follow-up audit procedures including but not limited to a review of legal and professional costs and correspondence.

We assessed the susceptibility of the company's financial statements to material misstatement, including the risk of fraud and management override of controls. We designed our audit procedures to respond to this assessment, including the identification and testing of any related party transactions and the testing of journal transactions that arise from management estimates, that are determined to be of significant value or unusual in their nature.

We assessed the appropriateness of the collective competence and capabilities of the engagement team, including consideration of the engagement team's knowledge and understanding of the industry in which the company operates in, and their practical experience through training and participation with audit engagements of a similar nature.

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.

......................................
Philip Parsons FCA (Senior Statutory Auditor)
For and on behalf of Clement Rabjohns Limited, Statutory Auditor

111/113 High Street
Evesham
Worcestershire
WR11 4XP

29 October 2024

 

EA-RS Group Limited

Profit and Loss Account and Statement of Retained Earnings for the Year Ended 30 September 2023

Note

2023
£

2022
£

Turnover

-

-

Administrative expenses

 

(667,809)

(1,138,323)

Other operating income

3

-

368,859

Operating loss

(667,809)

(769,464)

Other interest receivable and similar income

4

44

-

Interest payable and similar charges

5

(3,180,156)

(91,430)

 

(3,180,112)

(91,430)

Loss before tax

 

(3,847,921)

(860,894)

Taxation

9

(130,687)

241,317

Loss for the financial year

 

(3,978,608)

(619,577)

Retained earnings brought forward

 

(723,947)

(104,370)

Retained earnings carried forward

 

(4,702,555)

(723,947)

 

EA-RS Group Limited

(Registration number: 13057063)
Balance Sheet as at 30 September 2023

Note

2023
£

2022
£

Fixed assets

 

Investments

10

33,663,644

24,321,395

Current assets

 

Debtors

12

7,761,843

688,794

Cash at bank and in hand

 

1,558,263

539,735

 

9,320,106

1,228,529

Creditors: Amounts falling due within one year

14

(18,012,846)

(11,724,363)

Net current liabilities

 

(8,692,740)

(10,495,834)

Total assets less current liabilities

 

24,970,904

13,825,561

Creditors: Amounts falling due after more than one year

14

(29,672,859)

(14,548,908)

Net liabilities

 

(4,701,955)

(723,347)

Capital and reserves

 

Called up share capital

600

600

Retained earnings

(4,702,555)

(723,947)

Shareholders' deficit

 

(4,701,955)

(723,347)

Approved and authorised by the Board on 29 October 2024 and signed on its behalf by:
 

.........................................
M L Wheeler
Director

 

EA-RS Group Limited

Notes to the Financial Statements for the Year Ended 30 September 2023

1

General information

The company is a private company limited by share capital, incorporated in England and Wales, United Kingdom.

The address of its registered office is:
4 Swanbridge Industrial Park
Black Croft Road
Witham
Essex
CM8 3YN
United Kingdom

These financial statements were authorised for issue by the Board on 29 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 were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

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.

These financial statements are presented in Pound Sterling (£).

Summary of disclosure exemptions

EA-RS Group Limited meets the definition of a qualifying entity under FRS 102 and is therefore exempt from certain disclosure requirements in respect of its financial statements. Exemptions have been taken in relation to the preparation of a statement of cash flows, financial instruments and key management compensation.

Name of parent of group

These financial statements are consolidated in the financial statements of EA-RS Fire Engineering Group Limited.

The financial statements of EA-RS Fire Engineering Group Limited may be obtained from 4 Swanbridge Industrial Park, Black Croft Road, Witham, Essex, CM8 3YN.

Going concern

The financial statements have been prepared on a going concern basis.

 

EA-RS Group Limited

Notes to the Financial Statements for the Year Ended 30 September 2023

Exemption from preparing group accounts

The financial statements contain information about EA-RS Group Limited as an individual company and do not contain consolidated financial information as the parent of a group.
The company is exempt under section 400 of the Companies Act 2006 from the requirement to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, EA-RS Fire Engineering Group Limited.

Judgements

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 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.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the financial statements.

Unrelieved tax losses and other deferred tax assets are recognised when 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 reporting date and that are expected to apply to the reversal of the timing difference.

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.

 

EA-RS Group Limited

Notes to the Financial Statements for the Year Ended 30 September 2023

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.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

 

EA-RS Group Limited

Notes to the Financial Statements for the Year Ended 30 September 2023

Financial instruments

Classification
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.
 Recognition and measurement
Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
 Impairment
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in the profit and loss.

Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Offsetting financial assets and financial liabilities
Financial assets are liabilities are offset against and the net amount reported in the balance sheet when there is an 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.

3

Other operating income

The analysis of the company's other operating income for the year is as follows:

2023
£

2022
£

Miscellaneous other operating income

-

368,859

 

EA-RS Group Limited

Notes to the Financial Statements for the Year Ended 30 September 2023

4

Other interest receivable and similar income

2023
£

2022
£

Interest income on bank deposits

44

-

5

Interest payable and similar expenses

2023
£

2022
£

Interest on bank overdrafts and borrowings

3,180,156

72,822

Interest expense on other finance liabilities

-

18,608

3,180,156

91,430

6

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2023
£

2022
£

Wages and salaries

124,200

164,000

The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:

2023
No.

2022
No.

Administration and support

4

4

4

4

7

Directors' remuneration

The directors' remuneration for the year was as follows:

2023
£

2022
£

Remuneration

124,200

164,000

The wages costs relate to amounts paid to a Director in the form of consultancy fees via A J W Ventures Ltd.

8

Auditors' remuneration

2023
£

2022
£

Audit of the financial statements

43,649

7,100


 

 

EA-RS Group Limited

Notes to the Financial Statements for the Year Ended 30 September 2023

9

Taxation

Tax charged/(credited) in the profit and loss account

2023
£

2022
£

Deferred taxation

Arising from origination and reversal of timing differences

115,005

(241,317)

Arising from changes in tax rates and laws

15,682

-

Total deferred taxation

130,687

(241,317)

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2022 - lower than the standard rate of corporation tax in the UK) of 22% (2022 - 19%).

The differences are reconciled below:

2023
£

2022
£

Loss before tax

(3,847,921)

(860,894)

Corporation tax at standard rate

(846,543)

(163,570)

Effect of expense not deductible in determining taxable profit (tax loss)

27,524

-

UK deferred tax expense/(credit) relating to changes in tax rates or laws

15,682

(51,653)

Deferred tax credit from unrecognised tax loss or credit

-

(26,094)

Tax increase arising from group relief

934,024

-

Total tax charge/(credit)

130,687

(241,317)

The standard rate of corporation tax increased to 25% from 19% with effect from 1 April 2023. Deferred tax has been measured at the rate it is expected to reverse, being 25%.

Deferred tax

Deferred tax assets and liabilities

2023

Asset
£

Liability
£

Non-trading short term timing differences

19,378

-

Tax losses

91,252

-

110,630

-

2022

Asset
£

Liability
£

Tax losses

241,317

-

241,317

-

 

EA-RS Group Limited

Notes to the Financial Statements for the Year Ended 30 September 2023

10

Investments

2023
£

2022
£

Investments in subsidiaries

33,663,644

24,321,395

Subsidiaries

£

Cost or valuation

At 1 October 2022

24,321,395

Additions

9,342,249

At 30 September 2023

33,663,644

Provision

Carrying amount

At 30 September 2023

33,663,644

At 30 September 2022

24,321,395

Details of undertakings

Details of the investments 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

EA-RS Fire Engineering Limited

Unit 4 Swanbridge Industrial Park, Black Croft Road, Witham, Essex, CM8 3YN

UK

Ordinary

100%

100%

CCSS Fire & Security Limited

Unit 4 Swanbridge Industrial Park, Black Croft Road, Witham, Essex, CM8 3YN

UK

Ordinary

100%

100%

Added Security Technology (London) Limited

Unit 4 Swanbridge Industrial Park, Black Croft Road, Witham, Essex, CM8 3YN

UK

Ordinary

100%

100%

Crane Communications Limited

Unit B5 Sydenham Business Park, 17 Heron Road, Belfast, BT3 9LE

UK

Ordinary

100%

100%

 

EA-RS Group Limited

Notes to the Financial Statements for the Year Ended 30 September 2023

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

UK Fire and Security Doors Limited

Unit 4 Swanbridge Industrial Park, Black Croft Road, Witham, Essex, CM8 3YN

UK

Ordinary

100%

100%

Firesec Compliance Limited

Unit 4 Swanbridge Industrial Park, Black Croft Road, Witham, Essex, CM8 3YN

UK

Ordinary

100%

100%

Air Projects Limited

Unit 4 Swanbridge Industrial Park, Black Croft Road, Witham, Essex, CM8 3YN

UK

Ordinary

100%

100%

DJP Fire Limited

Unit 4 Swanbridge Industrial Park, Black Croft Road, Witham, Essex, CM8 3YN

UK

Ordinary

100%

100%

APW Fire Protection Limited

Unit B5 Sydenham Business Park, 17 Heron Road, Belfast, BT3 9LE

UK

Ordinary

100%

0%

Surefire Services Limited

Unit 4 Swanbridge Industrial Park, Black Croft Road, Witham, Essex, CM8 3YN

UK

Ordinary

100%

0%

Bonnells Electrical Contractors Limited

Unit 4 Swanbridge Industrial Park, Black Croft Road, Witham, Essex, CM8 3YN

UK

Ordinary

100%

0%

Subsidiary undertakings

EA-RS Fire Engineering Limited

The principal activity of EA-RS Fire Engineering Limited is fire engineering services.

CCSS Fire & Security Limited

The principal activity of CCSS Fire & Security Limited is fire security.

Added Security Technology (London) Limited

The principal activity of Added Security Technology (London) Limited is security services.

Crane Communications Limited

The principal activity of Crane Communications Limited is fire and security services.

 

EA-RS Group Limited

Notes to the Financial Statements for the Year Ended 30 September 2023

UK Fire and Security Doors Limited

The principal activity of UK Fire and Security Doors Limited is manufacturing and supply of security doors.

Firesec Compliance Limited

The principal activity of Firesec Compliance Limited is fire services.

Air Projects Limited

The principal activity of Air Projects Limited is fire services.

DJP Fire Limited

The principal activity of DJP Fire Limited is fire services.

APW Fire Protection Limited

The principal activity of APW Fire Protection Limited is fire services.

Surefire Services Limited

The principal activity of Surefire Services Limited is fire security.

Bonnells Electrical Contractors Limited

The principal activity of Bonnells Electrical Contractors Limited is electrical installation.

 

EA-RS Group Limited

Notes to the Financial Statements for the Year Ended 30 September 2023

11

Business combinations

On 10 November 2022, EA-RS Group Limited (intermediate holding company) acquired 100% of the issued share capital of APW Fire Protection Limited (fire services), obtaining control.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
 

Book value
2023
£

Fair value
2023
£

Assets and liabilities acquired

Financial assets

1,770,026

1,770,026

stocks

430,000

430,000

tangible assets

126,801

126,801

Financial liabilities

(875,165)

(875,165)

Total identifiable assets

1,451,662

1,451,662

Goodwill

870,747

870,747

Total consideration

2,322,409

2,322,409

Satisfied by:

Cash

2,322,409

2,322,409

Cash flow analysis:

Cash consideration

2,322,409

2,322,409

The useful life of goodwill is 25 years. The investment are expected to hold its value and the Group is growing and expecting strong sales and operational growth over the coming years.

 

EA-RS Group Limited

Notes to the Financial Statements for the Year Ended 30 September 2023

On 13 January 2023, EA-RS Group Limited (intermediate holding company) acquired 100% of the issued share capital of Surefire Services Limited (fire security), obtaining control.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
 

Book value
2023
£

Fair value
2023
£

Assets and liabilities acquired

Financial assets

2,978,387

2,978,387

stocks

160,655

160,655

tangible assets

19,504

19,504

Financial liabilities

(1,327,642)

(1,327,642)

Total identifiable assets

1,830,904

1,830,904

Goodwill

2,794,879

2,794,879

Total consideration

4,625,783

4,625,783

Satisfied by:

Cash

4,625,783

4,625,783

Cash flow analysis:

Cash consideration

4,625,783

4,625,783

The useful life of goodwill is 25 years. The investment are expected to hold its value and the Group is growing and expecting strong sales and operational growth over the coming years.

 

EA-RS Group Limited

Notes to the Financial Statements for the Year Ended 30 September 2023

On 30 September 2023, EA-RS Group Limited (intermediate holding company) acquired 100% of the issued share capital of Bonnells Electrical Contractors Limited (electrical installation), obtaining control.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
 

Book value
2023
£

Fair value
2023
£

Assets and liabilities acquired

Financial assets

1,774,208

1,774,208

tangible assets

12,249

12,249

Financial liabilities

(474,076)

(474,076)

Total identifiable assets

1,312,381

1,312,381

Goodwill

1,058,314

1,058,314

Total consideration

2,370,695

2,370,695

Satisfied by:

Cash

2,370,695

2,370,695

Cash flow analysis:

Cash consideration

2,370,695

2,370,695

The useful life of goodwill is 25 years. The investment are expected to hold its value and the Group is growing and expecting strong sales and operational growth over the coming years.

 

EA-RS Group Limited

Notes to the Financial Statements for the Year Ended 30 September 2023

12

Debtors

Current

Note

2023
£

2022
£

Trade debtors

 

-

205,289

Amounts owed by related parties

7,609,397

-

Other debtors

 

25,149

105,317

Prepayments

 

16,667

136,871

Deferred tax assets

9

110,630

241,317

   

7,761,843

688,794

13

Cash and cash equivalents

2023
£

2022
£

Cash at bank

1,558,263

539,735

14

Creditors

Note

2023
£

2022
£

Due within one year

 

Trade creditors

 

44,903

739,119

Amounts due to related parties

14,641,775

2,896,851

Other payables

 

-

3,368,110

Accruals

 

3,326,168

4,720,283

 

18,012,846

11,724,363

Due after one year

 

Loans and borrowings

16

29,020,243

13,040,908

Other non-current financial liabilities

 

652,616

1,508,000

 

29,672,859

14,548,908

15

Share capital

Allotted, called up and fully paid shares

 

2023

2022

 

No.

£

No.

£

Ordinary shares of £1 each

600

600

600

600

         
 

EA-RS Group Limited

Notes to the Financial Statements for the Year Ended 30 September 2023

16

Loans and borrowings

2023
£

2022
£

Non-current loans and borrowings

Other borrowings

29,020,243

13,040,908

Other borrowings

The Ares loan is denominated in GBP with a nominal interest rate of 6.7766 above SONIA%, and the final instalment is due on 16 September 2028. The carrying amount at year end is £24,020,243 (2022 - £13,040,908).

The bank loan and the credit loan facility are secured on a fixed and floating charge secured by the trading assets and all property held by the group.
Repayable in in one instalment on the maturity date.

The credit loan facility is denominated in GBP with a nominal interest rate of 3.7766 above SONIA%, and the final instalment is due on 16 March 2028. The carrying amount at year end is £5,000,000 (2022 - £3,000,000).

Repayable in in one instalment on the maturity date.

Included in the loans and borrowings are the following amounts due after more than five years:

2023
£

2022
£

After more than five years not by instalments

-

13,040,908

17

Parent and ultimate parent undertaking

The company's immediate parent is EA-RS Fire Management Limited, incorporated in the United Kingdom.

 The ultimate parent is EA-RS Fire Engineering Group Limited, incorporated in the United Kingdom.

 The most senior parent entity producing publicly available financial statements is EA-RS Fire Engineering Group Limited. These financial statements are available upon request from Unit 4 Swanbridge Industrial Park, Black Croft Road, Witham, Essex, CM8 3YN.

 The ultimate controlling party is EA-RS Fire Engineering Group Limited.