Registration number:
EA-RS Fire Engineering Group Limited
for the Year Ended 30 September 2023
EA-RS Fire Engineering Group Limited
Contents
Company Information |
|
Strategic Report |
|
Directors' Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
|
Consolidated Profit and Loss Account |
|
Consolidated Statement of Comprehensive Income |
|
Consolidated Balance Sheet |
|
Balance Sheet |
|
Consolidated Statement of Changes in Equity |
|
Statement of Changes in Equity |
|
Consolidated Statement of Cash Flows |
|
Statement of Cash Flows |
|
Notes to the Financial Statements |
EA-RS Fire Engineering Group Limited
Company Information
Directors |
A J Wheal M L Wheeler A R Aylwin |
Registered office |
|
Auditors |
|
EA-RS Fire Engineering 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 group is that of design, installation and maintenance of fire detection, suppression, electrical and security systems.
Fair review of the business
During the year, the group has grown both organically and through acquisition, delivering larger scale projects and increasing the services it provides to its customers. This growth has seen Turnover increase by 70% to £80 million.
Three further successful acquisitions made within the year have provided additional depth to our Northern Ireland region as well as our Social Housing and Commercial service sectors; all specifically aligning with our ‘One Solution’ acquisition strategy.
Furthermore, our approach to client service excellence, combined with the critical nature of the services we supply has enabled us to grow organically to augment the impact of our inorganic growth.
This year has seen significant investment within our internal platforms, systems and teams to underpin delivery of One Solution across our business. In addition, further investment for the integration of acquired businesses has been invested to continue the consolidation and to ensure best in class service delivery is maintained.
Despite challenging market conditions during which a major construction group and market player entered administration, and to which the company had a fully mitigated exposure, has maintained strong EBITDA and Cash positions, the key indicators by which the directors measure the business.
The company traded well throughout the year generating reporting EBITDA of £3.1 million and proforma £5.2 million, excluding one-off costs, up from £1.6 million in 2022, and holding cash balances of £5.3 million up from £4.7 million in 2022. See reconciliation of EBITDA below:
Note |
2023 |
2022 |
|
Operating loss |
(4,606,081) |
(221,420) |
|
Interest payable |
4,047,613 |
2,100,399 |
|
Depreciation & amortisation |
1,557,121 |
1,061,296 |
|
Gain on asset disposal |
(28,894) |
(48,235) |
|
Other non-operating costs |
2,155,485 |
697,003 |
|
3,125,244 |
3,589,043 |
The group's key financial and other performance indicators during the year were as follows:
EA-RS Fire Engineering Group Limited
Strategic Report for the Year Ended 30 September 2023
Financial KPIs |
Unit |
2023 |
2022 |
Turnover |
£ |
80,032,167 |
47,173,156 |
Turnover growth |
% |
70 |
114 |
Gross profit |
£ |
22,498,557 |
15,661,185 |
EBITDA before non-recurring costs |
£ |
5,245,923 |
1,595,943 |
EBITDA growth |
% |
229 |
109 |
Non-recurring costs |
£ |
(2,120,679) |
- |
EBITDA after non-recurring costs |
£ |
3,125,244 |
1,595,943 |
Principal risks and uncertainties
The group's activities expose it to a variety of financial risk that include the effects of 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 Covid-19 lockdown has increased the risk of bad debt occuring, 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.
EA-RS Fire Engineering Group Limited
Strategic Report for the Year Ended 30 September 2023
Section 172(1) statement
1. Introduction
The EA-RS Group Board is committed to promoting the success and sustainability of the company for the benefit of its members as a whole, considering the interests of stakeholders in accordance with Section 172 of the Companies Act 2006. This statement outlines how the Board has discharged its duties and considered stakeholders in its decision-making processes, whilst maintaining our core values to ensure the delivery of life safety and security where we live, work and learn.
2. Long-term Decision Making
EA-RS Group's commitment to achieving Net Zero by 2050 is a reflection of our dedication to long-term value creation and sustainability. The board have taken into account and is guided by Section 172, which is demonstrated by adopting science-based carbon reduction targets, including a 53% reduction in Scope 1 and 2 emissions and a 50% reduction in Scope 3 emissions by 2035
3. Stakeholder Engagement
Customers: EA-RS ensures high standards in fire safety, security, and compliance, aligning our service quality with customer needs and expectations
Suppliers: EA-RS works closely with supply chain partners to improve sustainability across the supply chain, encouraging practices like renewable energy adoption and waste reduction
Community and Environment: EA-RS supports local communities and prioritises reducing its environmental impact, also supporting local social initiatives. The Group has implemented carbon reduction initiatives, focusing on energy efficiency, sustainable transportation, and waste minimisation and recycling.
4. Risk Management and Ethical Conduct
EA-RS integrates ESG considerations into its risk management framework to mitigate risks associated with environmental sustainability, social responsibility, and governance. Ethical conduct and transparency remain key to EA-RS Group’s governance structure and foundation., supported by our Social Values.
5. Examples of Key Decisions
Key decisions include the appointment of external sustainability consultants along with the creation of a detailed Carbon Reduction Plan and adopting a science-based methodology for tracking and reducing greenhouse gas emissions.
Additionally, the appointment of sustainability consultants to guide ESG efforts has reinforced the Group’s commitment to long-term sustainability, supporting local communities and our processes and procedures.
6. Balancing Interests
The Board actively balances stakeholder interests, ensuring that decisions contribute to the Group's sustainability goals while supporting employee welfare, customer satisfaction, and community well-being. For example, decisions related to business travel focus on reducing the carbon footprint by encouraging virtual meetings where suitable, and using sustainable transportation options.
7. Future Commitments
EA-RS Group is committed to recalculating its carbon footprint annually, adjusting strategies as needed to remain on track for its Net Zero target. Ongoing improvements to environmental and social initiatives will continue to shape our future decisions.
EA-RS Fire Engineering Group Limited
Strategic Report for the Year Ended 30 September 2023
Engagement with employees
EA-RS prioritises employee well-being through a safe working environment, professional development, diversity, and inclusion initiatives. Though our various Working Groups, we drive Initiatives to develop and improve ED&I, Environmental Sustainability, Community Outreach and Health and Safety. Such examples are EV charging stations, community education via CPD’s and litter picks. We also actively celebrate our social values monthly.
Non-financial and sustainability information
Energy and carbon report
This report meets the climate-related financial disclosure requirements per the Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022 and is in line with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), which was established by the Financial Stability Board with the aim of improving the reporting of climate-related risks and opportunities. Carbon reporting data for 2022 has not been inlcuded in the table below and is not available for this period.
Governance
At EA-RS Group, integrating sustainable practices into our strategy is our top priority. With
guidance from ESG experts, our team has crafted a series of impactful initiatives and
processes as we embark on our journey to strive towards reaching Net Zero by 2050,
aligning with UK government goals.
Across EA-RS Group, our commitment to Environmental, Social, and Governance (ESG)
principles is integral to our business strategy. We strive to operate sustainably, responsibly,
and ethically to create long-term value for our employees, communities, and stakeholders.
Our environmental efforts focus on reducing our carbon footprint, promoting sustainable
practices, and ensuring compliance with environmental standards. Socially, we prioritise
employee wellbeing, diversity, community engagement, and human rights. In
governance, we emphasise ethical conduct, stakeholder engagement, and robust risk
management.
We continuously monitor our ESG performance with key metrics and transparently report
our progress, fostering a culture of continual improvement towards our net zero goals.
EA-RS Fire Engineering Group Limited
Strategic Report for the Year Ended 30 September 2023
Emissions and energy consumption
Summary of greenhouse gas emissions and energy consumption for the year ended 30 September 2023:
Description |
Unit of |
2023 |
Gas consumed |
tCo2e |
|
Owned and leased vehicles |
tCo2e |
|
Refrigerants - HVAC |
tCo2e |
|
Electricity |
tCo2e |
|
Upstream transport |
tCo2e |
|
Business travel (land and air) |
tCo2e |
834.83 |
Employee commuting and working from home |
tCo2e |
|
Transport to customers |
tCo2e |
1,219.47 |
70,538.69 |
Approved and authorised by the
......................................... |
EA-RS Fire Engineering Group Limited
Directors' Report for the Year Ended 30 September 2023
The directors present their report and the for the year ended 30 September 2023.
Directors of the group
The directors who held office during the year were as follows:
Financial instruments
Price risk, credit risk, liquidity risk and cash flow risk
Principal risks and uncertainties information has been included in the Strategic Report.
Employee involvement
Employee Wellbeing: We prioritise the health, safety, and well-being of our employees by providing a safe working environment, promoting work-life balance, and offering opportunities for professional development and advancement.
Diversity and Inclusion: We embrace diversity and inclusion in all aspects of our business and are committed to fostering an inclusive workplace culture where all individuals are valued, respected, and empowered to contribute their unique perspectives.
Community Engagement: We actively engage with the communities in which we operate, supporting local initiatives, charitable organisations, and community development projects to positively impact society.
Human Rights: We respect and uphold fundamental human rights within our operations and supply chain and are committed to preventing and addressing any human rights abuses that may arise
Disclosure of information to the auditor
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 auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Approved and authorised by the
......................................... |
EA-RS Fire Engineering 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 group and the company and of the profit or loss of the group 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 UK 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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
EA-RS Fire Engineering Group Limited
Independent Auditor's Report to the Members of EA-RS Fire Engineering Group Limited
Opinion
We have audited the financial statements of EA-RS Fire Engineering Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2023, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, Statement of Cash Flows, 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 group's and the parent company's affairs as at 30 September 2023 and of the group's 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 group 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 group'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.
EA-RS Fire Engineering Group Limited
Independent Auditor's Report to the Members of EA-RS Fire Engineering Group Limited
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.
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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company 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 8], 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
EA-RS Fire Engineering Group Limited
Independent Auditor's Report to the Members of EA-RS Fire Engineering Group Limited
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: |
|
• |
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.
EA-RS Fire Engineering Group Limited
Independent Auditor's Report to the Members of EA-RS Fire Engineering Group Limited
......................................
For and on behalf of
111/113 High Street
Worcestershire
WR11 4XP
EA-RS Fire Engineering Group Limited
Consolidated Profit and Loss Account for the Year Ended 30 September 2023
Note |
2023 |
2022 |
|
Turnover |
|
|
|
Cost of sales |
( |
( |
|
Gross profit |
|
|
|
Administrative expenses |
( |
( |
|
Operating loss |
( |
( |
|
Other interest receivable and similar income |
|
|
|
Interest payable and similar expenses |
( |
( |
|
(4,047,613) |
(2,100,399) |
||
Loss before tax |
( |
( |
|
Tax on loss |
( |
|
|
Loss for the financial year |
( |
( |
|
Profit/(loss) attributable to: |
|||
Owners of the company |
( |
( |
The group has no recognised gains or losses for the year other than the results above.
EA-RS Fire Engineering Group Limited
Consolidated Statement of Comprehensive Income for the Year Ended 30 September 2023
2023 |
2022 |
|
Loss for the year |
( |
( |
Total comprehensive income for the year |
( |
( |
Total comprehensive income attributable to: |
||
Owners of the company |
( |
( |
EA-RS Fire Engineering Group Limited
(Registration number: 13048877)
Consolidated Balance Sheet as at 30 September 2023
Note |
2023 |
2022 |
|
Fixed assets |
|||
Intangible assets |
|
|
|
Tangible assets |
|
|
|
Debtors |
|
- |
|
|
|
||
Current assets |
|||
Stocks |
|
|
|
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current assets |
|
|
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
78,992 |
73,477 |
|
Share premium reserve |
11,181,583 |
10,722,753 |
|
Own shares in EBT |
(3,066,957) |
- |
|
Retained earnings |
(5,395,747) |
(648,967) |
|
Equity attributable to owners of the company |
2,797,871 |
10,147,263 |
|
Shareholders' funds |
2,797,871 |
10,147,263 |
Approved and authorised by the
......................................... |
EA-RS Fire Engineering Group Limited
(Registration number: 13048877)
Balance Sheet as at 30 September 2023
Note |
2023 |
2022 |
|
Fixed assets |
|||
Investments |
|
|
|
Debtors |
|
- |
|
|
|
||
Current assets |
|||
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
|
|
Net current assets |
|
|
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
- |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
78,992 |
73,477 |
|
Share premium reserve |
11,181,583 |
10,722,753 |
|
Own shares in EBT |
(3,066,957) |
- |
|
Retained earnings |
(806,930) |
(3) |
|
Shareholders' funds |
7,386,688 |
10,796,227 |
The company made a loss after tax for the financial year of £806,926 (2022 - loss of £-).
Approved and authorised by the
......................................... |
EA-RS Fire Engineering Group Limited
Consolidated Statement of Changes in Equity for the Year Ended 30 September 2023
Equity attributable to the parent company
Share capital |
Share premium |
Own shares in EBT |
Retained earnings |
Total |
Total equity |
|
At 1 October 2022 |
|
|
- |
( |
|
|
Loss for the year |
- |
- |
- |
( |
( |
( |
New share capital subscribed |
|
|
- |
- |
|
|
Own shares held in EBT |
- |
- |
(3,066,957) |
- |
(3,066,957) |
(3,066,957) |
At 30 September 2023 |
|
|
( |
( |
|
|
Share capital |
Share premium |
Own shares in EBT |
Retained earnings |
Total |
Total equity |
|
At 1 October 2021 |
|
|
- |
|
|
|
Loss for the year |
- |
- |
- |
( |
( |
( |
New share capital subscribed |
- |
|
- |
- |
|
|
At 30 September 2022 |
73,477 |
10,722,753 |
- |
(648,967) |
10,147,263 |
10,147,263 |
EA-RS Fire Engineering Group Limited
Statement of Changes in Equity for the Year Ended 30 September 2023
Share capital |
Share premium |
Own shares in EBT |
Retained earnings |
Total |
|
At 1 October 2022 |
|
|
- |
( |
|
Loss for the year |
- |
- |
- |
( |
( |
New share capital subscribed |
|
|
- |
- |
|
Own shares held in EBT |
- |
- |
(3,066,957) |
- |
(3,066,957) |
At 30 September 2023 |
|
|
( |
( |
|
Share capital |
Share premium |
Own shares in EBT |
Retained earnings |
Total |
|
At 1 October 2021 |
|
|
- |
( |
|
New share capital subscribed |
- |
|
- |
- |
|
At 30 September 2022 |
73,477 |
10,722,753 |
- |
(3) |
10,796,227 |
EA-RS Fire Engineering Group Limited
Consolidated Statement of Cash Flows for the Year Ended 30 September 2023
Note |
2023 |
2022 |
|
Cash flows from operating activities |
|||
Loss for the year |
( |
( |
|
Adjustments to cash flows from non-cash items |
|||
Depreciation and amortisation |
|
|
|
Profit on disposal of tangible assets |
( |
( |
|
Finance income |
( |
( |
|
Finance costs |
|
|
|
Income tax expense |
|
( |
|
|
|
||
Working capital adjustments |
|||
Increase in stocks |
( |
( |
|
Increase in trade debtors |
( |
( |
|
(Decrease)/increase in trade creditors |
( |
|
|
Decrease in provisions |
- |
( |
|
Cash generated from operations |
( |
|
|
Income taxes received |
|
|
|
Net cash flow from operating activities |
( |
|
|
Cash flows from investing activities |
|||
Interest received |
|
|
|
Acquisitions of tangible assets |
( |
( |
|
Proceeds from sale of tangible assets |
|
|
|
Acquisition of intangible assets |
( |
( |
|
Net cash flows from investing activities |
( |
( |
|
Cash flows from financing activities |
|||
Interest paid |
( |
( |
|
Proceeds from issue of ordinary shares, net of issue costs |
|
|
|
Payments for purchase of own shares |
( |
- |
|
Proceeds from bank borrowing draw downs |
|
|
|
Proceeds from other borrowing draw downs |
|
- |
|
Repayment of other borrowing |
- |
( |
|
Payments to finance lease creditors |
( |
( |
|
Net cash flows from financing activities |
|
|
|
Net increase in cash and cash equivalents |
|
|
|
Cash and cash equivalents at 1 October |
|
|
|
Cash and cash equivalents at 30 September |
5,304,041 |
4,723,016 |
EA-RS Fire Engineering Group Limited
Statement of Cash Flows for the Year Ended 30 September 2023
Note |
2023 |
2022 |
|
Cash flows from operating activities |
|||
Loss for the year |
( |
- |
|
Adjustments to cash flows from non-cash items |
|||
Finance costs |
|
- |
|
( |
- |
||
Working capital adjustments |
|||
Increase in trade debtors |
( |
( |
|
Increase/(decrease) in trade creditors |
|
( |
|
Cash generated from operations |
( |
( |
|
Income taxes received |
|
- |
|
Net cash flow from operating activities |
( |
( |
|
Cash flows from financing activities |
|||
Interest paid |
( |
- |
|
Proceeds from issue of ordinary shares, net of issue costs |
|
|
|
Payments for purchase of own shares |
( |
- |
|
Proceeds from other borrowing draw downs |
|
- |
|
Net cash flows from financing activities |
|
|
|
Net decrease in cash and cash equivalents |
( |
( |
|
Cash and cash equivalents at 1 October |
|
|
|
Cash and cash equivalents at 30 September |
187 |
999 |
EA-RS Fire Engineering Group Limited
Notes to the Financial Statements for the Year Ended 30 September 2023
General information |
The company is a private company limited by share capital, incorporated in England and Wales, UK.
The address of its registered office is:
United Kingdom
These financial statements were authorised for issue by the
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.
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 £1.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 September 2023.
No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a loss after tax for the financial year of £806,926 (2022 - loss of £-).
EA-RS Fire Engineering Group Limited
Notes to the Financial Statements for the Year Ended 30 September 2023
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Going concern
The financial statements have been prepared on a going concern basis.
The directors have reviewed the financial position of the Group 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 and its trading subsidiaries, have confirmed that they will provide support for the foreseeable future to enable the Group to meet its liabilities as they fall due.
EA-RS Fire Engineering Group Limited
Notes to the Financial Statements for the Year Ended 30 September 2023
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. |
Key sources of estimation uncertainty
Revenue recognition and accrued contract costs:
The turnover policy and financial instrument policies below set out the company's policies with regards to revenue recognition and recognition of accrued contract costs which affects turnover, cost of sales, gross profit, debtors and creditors. This is necessarily based on assumptions and estimates in relation to the degree of contract completion and the expected profitability of each contract. The main estimates this year are the sum of £5,002,750 (2022: £4,071,616) included in debtors in respect of gross amounts due from contract customers and the sum of £2,621,331 (2022: £2,220,148) included in creditors in respect of gross amounts due to contract suppliers.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of value added tax, returns, rebates and discounts and after eliminating sales within the group.
The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.
Contract revenue recognition
Turnover is derived from ordinary activities and is stated after trade discounts and net of VAT
Revenue from long term contracts is recognised by the reference to the stage of completion of the contract. The stage of completion is determined by the amount of progress made on the work relating to the next stage payment, which is determined in the contract wording. A prudent level of profit attributable to the contract activity is recognised if the final outcome of such contracts can be reliably assessed. An expected loss on a contract progress are shown in creditors, and the amount by which the turnover is in excess of payments on account is included within debtors.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
EA-RS Fire Engineering Group Limited
Notes to the Financial Statements for the Year Ended 30 September 2023
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 group operates and generates taxable income.
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated 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, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
Asset class |
Depreciation method and rate |
Freehold property |
Held at valuation amount prior to reclassification |
Short leasehold |
Held at valuation amount |
Long leasehold |
2% straight line |
Plant and machinery |
20% and 10% reducing balance and 15 % straight line |
Fixtures and fittings |
15%, 33% and 20% straight line |
Motor vehicles |
25% reducing balance |
Computer equipment |
33% and 20% reducing balance |
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 Fire Engineering Group Limited
Notes to the Financial Statements for the Year Ended 30 September 2023
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Goodwill generated on business combinations are amortised on a straight line basis to the Consolidated Profit and Loss Account over its useful economic life of 25 years.
Goodwill generated on the purchase of business assets are amortised on a straight line basis to the Consolidated Profit and Loss Accounts over its useful economic life of 10 years.
Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assest are measured at costs less any accumulated amortisation or any accumulated impairment losses.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
Asset class |
Amortisation method and rate |
Computer software |
20% straight line |
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 group will not be able to collect all amounts due according to the original terms of the receivables.
EA-RS Fire Engineering Group Limited
Notes to the Financial Statements for the Year Ended 30 September 2023
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
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 group 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 group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
EA-RS Fire Engineering Group Limited
Notes to the Financial Statements for the Year Ended 30 September 2023
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.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Financial instruments
Classification
Recognition and measurement
Basic financial assets, which include trade and other receivables 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 financial transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Basic financial liabilities, which include trade and other payables, are initially measured at transaction price and subsequently measured at amortised cost, unless the arrangement constitutes a financing transaction where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.
Turnover |
The analysis of the group's turnover for the year from continuing operations is as follows:
2023 |
2022 |
|
Sale of goods |
|
|
Rental income from investment property |
- |
|
|
|
The analysis of the group's turnover for the year by class of business is as follows:
EA-RS Fire Engineering Group Limited
Notes to the Financial Statements for the Year Ended 30 September 2023
2023 |
2022 |
|
Fire engineering services |
|
|
Rental income |
- |
|
|
|
The analysis of the group's turnover for the year by market is as follows:
2023 |
2022 |
|
UK |
|
|
Other gains and losses |
The analysis of the group's other gains and losses for the year is as follows:
2023 |
2022 |
|
Gain on disposal of Tangible assets |
|
|
Operating loss |
Arrived at after charging/(crediting)
2023 |
2022 |
|
Depreciation expense |
|
|
Amortisation expense |
|
|
Foreign exchange losses |
- |
|
Profit on disposal of property, plant and equipment |
( |
( |
Other interest receivable and similar income |
2023 |
2022 |
|
Interest income on bank deposits |
|
|
Interest payable and similar expenses |
2023 |
2022 |
|
Interest on bank overdrafts and borrowings |
- |
|
Interest on obligations under finance leases and hire purchase contracts |
|
|
Interest expense on other finance liabilities |
|
|
|
|
EA-RS Fire Engineering Group Limited
Notes to the Financial Statements for the Year Ended 30 September 2023
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
2023 |
2022 |
|
Wages and salaries |
|
|
Social security costs |
|
|
Pension costs, defined contribution scheme |
|
|
Other employee expense |
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
2023 |
2022 |
|
Directors |
|
|
Staff |
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
2023 |
2022 |
|
Remuneration |
|
|
Contributions paid to money purchase schemes |
|
|
735,843 |
532,190 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
2023 |
2022 |
|
Exercised share options |
|
- |
Accruing benefits under money purchase pension scheme |
|
|
In respect of the highest paid director:
2023 |
2022 |
|
Remuneration |
|
|
Company contributions to money purchase pension schemes |
|
|
EA-RS Fire Engineering Group Limited
Notes to the Financial Statements for the Year Ended 30 September 2023
Auditors' remuneration |
2023 |
2022 |
|
Audit of these financial statements |
188,439 |
86,579 |
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
2023 |
2022 |
|
Current taxation |
||
UK corporation tax |
( |
|
UK corporation tax adjustment to prior periods |
- |
( |
(730,856) |
(13,327) |
|
Deferred taxation |
||
Arising from origination and reversal of timing differences |
|
( |
Tax expense/(receipt) in the income statement |
|
( |
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
The differences are reconciled below:
2023 |
2022 |
|
Loss before tax |
( |
( |
Corporation tax at standard rate |
( |
( |
(Decrease)/increase in UK and foreign current tax from adjustment for prior periods |
( |
|
Tax increase/(decrease) from effect of capital allowances and depreciation |
|
( |
Tax increase from other short-term timing differences |
|
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
Deferred tax expense/(credit) relating to changes in tax rates or laws |
|
( |
Tax decrease from effect of adjustment in research and development tax credit |
( |
( |
Total tax charge/(credit) |
|
( |
EA-RS Fire Engineering Group Limited
Notes to the Financial Statements for the Year Ended 30 September 2023
Deferred tax
Group
Deferred tax assets and liabilities
2023 |
Asset |
Liability |
Fixed asset timing differences |
- |
|
Short term timing differences |
|
- |
Losses |
|
- |
|
|
2022 |
Asset |
Liability |
Fixed asset timing differences |
- |
|
Short term timing differences |
- |
|
Losses |
|
- |
|
|
Intangible assets |
Group
Goodwill |
Contractual customer relationships |
Computer software |
Total |
|
Cost or valuation |
||||
At 1 October 2022 |
|
- |
|
|
Additions acquired separately |
|
|
|
|
At 30 September 2023 |
|
|
|
|
Amortisation |
||||
At 1 October 2022 |
|
- |
- |
|
Amortisation charge |
|
- |
|
|
At 30 September 2023 |
|
- |
|
|
Carrying amount |
||||
At 30 September 2023 |
|
|
|
|
At 30 September 2022 |
|
- |
|
|
EA-RS Fire Engineering Group Limited
Notes to the Financial Statements for the Year Ended 30 September 2023
Tangible assets |
Group
Long leasehold land and buildings |
Short leasehold land and buildings |
Fixtures and fittings |
Plant and machinery |
Office equipment |
Motor vehicles |
Total |
|
Cost or valuation |
|||||||
At 1 October 2022 |
|
|
|
|
|
|
|
Revaluations |
|
- |
- |
- |
- |
- |
|
Additions |
- |
- |
|
|
|
|
|
Acquired through business combinations |
- |
- |
|
|
|
|
|
Disposals |
- |
( |
( |
( |
( |
( |
( |
At 30 September 2023 |
|
|
|
|
|
|
|
Depreciation |
|||||||
At 1 October 2022 |
|
|
|
|
|
|
|
Charge for the year |
|
|
|
|
|
|
|
Eliminated on disposal |
- |
( |
( |
( |
( |
( |
( |
At 30 September 2023 |
|
- |
|
|
|
|
|
Carrying amount |
|||||||
At 30 September 2023 |
|
|
|
|
|
|
|
At 30 September 2022 |
|
|
|
|
|
|
|
EA-RS Fire Engineering Group Limited
Notes to the Financial Statements for the Year Ended 30 September 2023
Included within the net book value of land and buildings above is £Nil (2022 - £Nil) in respect of freehold land and buildings, £299,760 (2022 - £324,926) in respect of long leasehold land and buildings and £130,000 (2022 - £130,000) in respect of short leasehold land and buildings.
Assets held under finance leases and hire purchase contracts
The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:
2023 |
2022 |
|
Motor vehicles |
141,241 |
223,498 |
EA-RS Fire Engineering Group Limited
Notes to the Financial Statements for the Year Ended 30 September 2023
Investments |
Group
Details of undertakings
Details of the investments in which the group 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 |
||||
|
Unit 4 Swanbridge Industrial Park, Black Croft Road, Witham, Essex, CM8 3YN |
|
|
|
UK |
||||
|
Unit 4 Swanbridge Industrial Park, Black Croft Road, Witham, Essex, CM8 3YN |
|
|
|
UK |
||||
|
Unit 4 Swanbridge Industrial Park, Black Croft Road, Witham, Essex, CM8 3YN |
|
|
|
UK |
||||
|
Unit B5 Sydenham Business Park, 17 Heron Road, Belfast, BT3 9LE |
|
|
|
UK |
||||
|
Unit 4 Swanbridge Industrial Park, Black Croft Road, Witham, Essex, CM8 3YN |
|
|
|
UK |
||||
|
Unit 4 Swanbridge Industrial Park, Black Croft Road, Witham, Essex, CM8 3YN |
|
|
|
UK |
||||
|
Unit 4 Swanbridge Industrial Park, Black Croft Road, Witham, Essex, CM8 3YN |
|
|
|
UK |
||||
|
Unit 4 Swanbridge Industrial Park, Black Croft Road, Witham, Essex, CM8 3YN |
|
|
|
UK |
EA-RS Fire Engineering 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 |
|
|
Unit B5 Sydenham Business Park, 17 Heron Road, Belfast, BT3 9LE |
|
|
|
UK |
||||
|
Unit 4 Swanbridge Industrial Park, Black Croft Road, Witham, Essex, CM8 3YN |
|
|
|
UK |
||||
|
Unit 4 Swanbridge Industrial Park, Black Croft Road, Witham, Essex, CM8 3YN |
|
|
|
UK |
||||
|
Unit 4 Swanbridge Industrial Park, Black Croft Road, Witham, Essex, CM8 3YN |
|
|
|
UK |
||||
|
Unit 4 Swanbridge Industrial Park, Black Croft Road, Witham, Essex, CM8 3YN |
|
|
|
UK |
Subsidiary undertakings
The principal activity of EA-RS Fire Engineering Limited is |
The principal activity of CCSS Fire & Security Limited is |
The principal activity of Added Security Technology (London) Limited is |
The principal activity of Crane Communications Limited is |
The principal activity of UK Fire and Security Doors Limited is |
The principal activity of Firesec Compliance Limited is |
The principal activity of Air Projects Limited is |
The principal activity of DJP Fire Limited is |
The principal activity of APW Fire Protection Limited is |
The principal activity of Surefire Services Limited is |
The principal activity of Bonnells Electrical Contractors Limited is |
The principal activity of EA-RS Group Limited is |
The principal activity of EA-RS Fire Management Limited is |
Company
2023 |
2022 |
|
Investments in subsidiaries |
|
|
EA-RS Fire Engineering Group Limited
Notes to the Financial Statements for the Year Ended 30 September 2023
Subsidiaries |
£ |
Cost or valuation |
|
At 1 October 2022 |
|
Provision |
|
Carrying amount |
|
At 30 September 2023 |
|
At 30 September 2022 |
|
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 |
||||
|
Unit 4 Swanbridge Industrial Park, Black Croft Road, Witham, Essex, CM8 3YN UK |
|
|
|
Subsidiary undertakings |
EA-RS Fire Management Limited The principal activity of EA-RS Fire Management Limited is |
Business combinations |
On
APW Fire Protection Limited contributed £
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
EA-RS Fire Engineering Group Limited
Notes to the Financial Statements for the Year Ended 30 September 2023
Book value |
Fair value |
|
Assets and liabilities acquired |
||
Financial assets |
1,770,026 |
|
Stocks |
430,000 |
|
Tangible assets |
126,801 |
|
Financial liabilities |
(875,165) |
( |
Total identifiable assets |
1,451,662 |
|
Goodwill |
870,747 |
|
Total consideration |
2,322,409 |
2,322,409 |
Satisfied by: |
||
Cash |
2,322,409 |
|
Cash flow analysis: |
||
Cash consideration |
2,322,409 |
|
|
The useful life of goodwill is
EA-RS Fire Engineering Group Limited
Notes to the Financial Statements for the Year Ended 30 September 2023
On
Surefire Services Limited contributed £
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
Book value |
Fair value |
|
Assets and liabilities acquired |
||
Financial assets |
2,978,387 |
|
Stocks |
160,655 |
|
Tangible assets |
19,504 |
|
Financial liabilities |
(1,327,642) |
( |
Total identifiable assets |
1,830,904 |
|
Goodwill |
2,794,879 |
|
Total consideration |
4,625,783 |
4,625,783 |
Satisfied by: |
||
Cash |
4,625,783 |
|
Cash flow analysis: |
||
Cash consideration |
4,625,783 |
|
|
The useful life of goodwill is
EA-RS Fire Engineering Group Limited
Notes to the Financial Statements for the Year Ended 30 September 2023
On
Bonnells Electrical Contractors Limited contributed £- revenue and £- to the group's profit for the period between the date of acquisition and the balance sheet date.
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
Book value |
Fair value |
|
Assets and liabilities acquired |
||
Financial assets |
1,774,208 |
|
Property, plant and equipment |
12,249 |
|
Financial liabilities |
(474,076) |
( |
Total identifiable assets |
1,312,381 |
|
Goodwill |
1,058,314 |
1,058,314 |
Total consideration |
2,370,695 |
2,480,695 |
Satisfied by: |
||
Cash |
2,370,695 |
|
Cash flow analysis: |
||
Cash consideration |
2,370,695 |
|
|
The useful life of goodwill is
Stocks |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Work in progress |
|
|
- |
- |
Finished goods and goods for resale |
|
|
- |
- |
|
|
- |
- |
Group
EA-RS Fire Engineering Group Limited
Notes to the Financial Statements for the Year Ended 30 September 2023
Debtors |
Group |
Company |
||||
Current |
Note |
2023 |
2022 |
2023 |
2022 |
Trade debtors |
|
|
- |
- |
|
Amounts owed by related parties |
- |
- |
|
|
|
Other debtors |
|
|
|
- |
|
Prepayments |
|
|
- |
- |
|
Gross amount due from customers for contract work |
|
|
- |
- |
|
Deferred tax assets |
|
|
- |
- |
|
Income tax asset |
- |
|
- |
- |
|
|
|
|
|
Group |
Company |
|||
Non-current |
2023 |
2022 |
2023 |
2022 |
Income tax asset |
|
- |
|
- |
|
- |
|
- |
Cash and cash equivalents |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Cash on hand |
- |
|
- |
- |
Cash at bank |
|
|
|
|
|
|
|
|
EA-RS Fire Engineering Group Limited
Notes to the Financial Statements for the Year Ended 30 September 2023
Creditors |
Group |
Company |
||||
Note |
2023 |
2022 |
2023 |
2022 |
|
Due within one year |
|||||
Loans and borrowings |
|
|
- |
- |
|
Trade creditors |
|
|
- |
- |
|
Social security and other taxes |
|
|
- |
- |
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
Other payables |
|
|
- |
( |
|
Accruals |
|
|
- |
- |
|
Income tax liability |
2,066,686 |
674,712 |
1,035,098 |
- |
|
|
|
|
( |
||
Due after one year |
|||||
Loans and borrowings |
|
|
|
- |
|
Accruals - Deferred consideration |
|
|
- |
- |
|
|
|
|
- |
EA-RS Fire Engineering Group Limited
Notes to the Financial Statements for the Year Ended 30 September 2023
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
Share capital |
Allotted, called up and fully paid shares
2023 |
2022 |
|||
No. |
£ |
No. |
£ |
|
|
|
15,279 |
|
15,437 |
|
|
13,423 |
|
9,200 |
|
|
4,940 |
|
4,940 |
|
|
33,698 |
|
33,698 |
|
|
1,287 |
|
2,574 |
|
|
3,652 |
|
4,370 |
|
|
736 |
|
1,664 |
|
|
1,595 |
|
1,595 |
|
|
3,665 |
- |
- |
|
|
718 |
- |
- |
|
|
|
|
New shares allotted
During the year 422,297 |
During the year 129,159 |
Redeemable preference shares
The |
Shares in entity held by entity, subsidiaries, associates or joint ventures
An employee benefit trust was set up in the year to purchase the share capital held by some employees for a total consideration of £3,066,957. These shares upon purchase, were converted to redeemable preference shares.
The number of shares held by entity, subsidiaries, associates or joint ventures is 402,381.
EA-RS Fire Engineering Group Limited
Notes to the Financial Statements for the Year Ended 30 September 2023
Shares reserved for issue
|
|
Reserves |
Company
Own shares in EBT
The reserve comprises the value of the consideration paid by the employee benefit trust to purchase the shares of EA-RS Fire Engineering Group Limited shares from former employees.
Loans and borrowings |
Non-current loans and borrowings
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Bank borrowings |
|
|
- |
- |
Hire purchase contracts |
|
|
- |
- |
Other borrowings |
|
- |
|
- |
|
|
|
- |
Current loans and borrowings
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Bank borrowings |
|
|
- |
- |
Hire purchase contracts |
|
|
- |
- |
|
|
- |
- |
EA-RS Fire Engineering Group Limited
Notes to the Financial Statements for the Year Ended 30 September 2023
Group
Bank borrowings
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 one instalment on the maturity date. |
Company
Other borrowings
Convertible loan note is denominated in GBP with a nominal interest rate of 10%. The carrying amount at year end is £8,411,977 (2022 - £Nil).
Loan notes are converted to shares at the discretion of the holder.
Obligations under leases and hire purchase contracts |
Group
Finance leases
The total of future minimum lease payments is as follows:
2023 |
2022 |
|
Not later than one year |
|
|
Later than one year and not later than five years |
|
|
|
|
Operating leases
The total of future minimum lease payments is as follows:
2023 |
2022 |
|
Not later than one year |
|
|
Later than one year and not later than five years |
|
|
Later than five years |
|
|
|
|
EA-RS Fire Engineering Group Limited
Notes to the Financial Statements for the Year Ended 30 September 2023
Share-based payments |
Scheme details and movements
The fair value of the shares has been measured through market share value and agreed with HMRC.
The company policy is to recognise a liability only when the options are exercised.
The movements in the number of share options during the year were as follows:
2023 |
2022 |
|
Outstanding, start of period |
|
- |
Granted during the period |
- |
|
Exercised during the period |
( |
- |
Outstanding, end of period |
|
|
|
The movements in the weighted average exercise price of share options during the year were as follows:
2023 |
2022 |
|
Outstanding, start of period |
|
- |
Granted during the period |
- |
|
Exercised during the period |
( |
- |
Outstanding, end of period |
|
|
|
EA-RS Fire Engineering Group Limited
Notes to the Financial Statements for the Year Ended 30 September 2023
Analysis of changes in net debt |
Group
At 1 October 2022 |
Financing cash flows |
Acquisition of subsidiaries |
Other non-cash changes |
At 30 September 2023 |
|
Cash and cash equivalents |
|||||
Cash |
4,723,016 |
9,899,912 |
(9,318,887) |
- |
5,304,041 |
Borrowings |
|||||
Long term borrowings |
(13,040,908) |
- |
- |
(16,037,128) |
(29,078,036) |
Short term borrowings |
(133,957) |
(24,370,148) |
- |
16,037,128 |
(8,466,977) |
Lease liabilities |
(165,655) |
42,726 |
- |
- |
(122,929) |
(13,340,520) |
(24,327,422) |
- |
- |
(37,667,942) |
|
|
|||||
( |
( |
( |
- |
( |
EA-RS Fire Engineering Group Limited
Notes to the Financial Statements for the Year Ended 30 September 2023
Company
At 1 October 2022 |
Financing cash flows |
At 30 September 2023 |
|
Cash and cash equivalents |
|||
Cash |
999 |
(812) |
187 |
Borrowings |
|||
Short term borrowings |
- |
(8,411,977) |
(8,411,977) |
|
( |
( |
|
|
Related party transactions |
Group
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.
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.
Other transactions with directors |
Included within key management personnel remuneration is £124,200 (2022: £164,000) paid to a Director in the form of consultancy fees via A J W Ventures Ltd.
Included within key management personnel remuneration is £50,000 (2022: £50,000) paid to a Director in the form of consultancy fees via MDW Partners LLP.