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REGISTERED NUMBER: SC753198 (Scotland)















Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 30th June 2024

for

M&W Security Limited

M&W Security Limited (Registered number: SC753198)






Contents of the Consolidated Financial Statements
for the Year Ended 30th June 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 4 to 6

Consolidated Income Statement 7

Consolidated Other Comprehensive Income 8

Consolidated Balance Sheet 9

Company Balance Sheet 10

Consolidated Statement of Changes in Equity 11

Company Statement of Changes in Equity 12

Consolidated Cash Flow Statement 13

Notes to the Consolidated Cash Flow Statement 14

Notes to the Consolidated Financial Statements 15 to 23


M&W Security Limited

Company Information
for the Year Ended 30th June 2024







DIRECTORS: S J F Morley
P Williamson
Mrs N Kaur





REGISTERED OFFICE: 1st Floor Left
161 Brooms Road
Dumfries
DUMFRIESSHIRE
DG1 2SH





REGISTERED NUMBER: SC753198 (Scotland)





AUDITORS: Farries, Kirk & McVean
Chartered Accountants
Statutory Auditors
Dumfries Enterprise Park
Heathhall
Dumfries
DUMFRIESSHIRE
DG1 3SJ

M&W Security Limited (Registered number: SC753198)

Group Strategic Report
for the Year Ended 30th June 2024

The directors present their strategic report of the company and the group for the year ended 30th June 2024.

The group provide manned guarding and reception services for property assets and individuals and continues to employ almost 1,000 security personnel throughout the UK. Fundamental to the group's success is the military ethos that pervades all aspects of the way the group is run, and all contact with customers. Alongside this approach is a focus on innovation. A key area of innovation has been the creation of PROception, a front of house concept, making the modern reception part of a building's security strategy, It is a natural combination with the group's manned guarding services for buildings where there is a reception, and our clients are recognising the significant benefits of combining the two services to the significant enhancement of a building's security.

The experience and expertise contained across our employee base is significant and in the current economic environment it is crucial that we remain an employer of choice with competitive pay levels together with providing a positive and engaging work environment. To deliver a premium security service is only possible by having a high quality of personnel to do so.

REVIEW OF BUSINESS
Ignoring goodwill amortised on consolidation, the key financial and other performance indicators during the year were as follows:

2024 2023 Change
£'000000 £'000000 %
Turnover 36,968 34,795 +6%
Gross Profit 4,873 4,575 +7%
Profit before tax 129 279 -54%
Current assets as % of current liabilities 67% 147% -54%
Average number of employees 991 968 +2%

The increase in sales and gross profits reflects the increase in demand for our security solutions. However, the reduction in net profits relates to specific costs of raising and servicing additional finance in order to pay the sums required for the management buy out of the company from the previous group. Imminent lumps um capital payments due are also the reason for the large increase in current liabilities.

PRINCIPAL RISKS AND UNCERTAINTIES
The management of the business and the execution of the company's strategy are subject to a number of risks. The key business risks and uncertainties affecting the company are considered to relate to competition from both national security providers and employee retention.

Competitive risk
The company has contracts which are subject to periodic competitive tender. Renewal of these contracts is uncertain and is based on financial and other performance criteria. To minimise competitive risk the company continues to invest in its commercial department which is tasked with managing the process of re-tendering of existing and of new opportunities. The continued growth in sales bears witness to our growth strategy and of this investment.

Financial instrument risk
The company continues to trade from internally generated working capital and has access to an external borrowing facility which is secured on its debtor book.

ON BEHALF OF THE BOARD:





P Williamson - Director


25th November 2024

M&W Security Limited (Registered number: SC753198)

Report of the Directors
for the Year Ended 30th June 2024

The directors present their report with the financial statements of the company and the group for the year ended 30th June 2024.

DIVIDENDS
No dividends will be distributed for the year ended 30th June 2024.

DIRECTORS
The directors shown below have held office during the whole of the period from 1st July 2023 to the date of this report.

S J F Morley
P Williamson
Mrs N Kaur

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group 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 then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, Farries, Kirk & McVean, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





P Williamson - Director


25th November 2024

Report of the Independent Auditors to the Members of
M&W Security Limited

Opinion
We have audited the financial statements of M&W Security Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30th June 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 of the parent company affairs as at 30th June 2024 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 Auditors' 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 directors' 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 and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are 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 in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. 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.

Opinions on other matters 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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.

Report of the Independent Auditors to the Members of
M&W Security Limited


Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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:

- we have assessed the susceptibility of the group's financial statements to material misstatement as being low risk. The directors are very involved in the day to day management of the business and have a focus on controls to address potential fraud and error.
- the nature of the group's activities are not significantly regulated. We have discussed applicable laws and regulations with the directors. This has enabled us to gain an understanding of those laws and regulations that are applicable to the group and the procedures they operate to ensure compliance.
- we have discussed the legal and regulatory framework the group operates under with the directors. This has enabled us to gain an understanding of those applicable to the group and the procedures they operate to ensure compliance.
- we have obtained an understanding of the group's policies and procedures on fraud risk through two way communication with the management and have no knowledge of any actual, suspected or alleged fraud.
- the Senior Statutory Auditor is satisfied that the engagement audit staff were competent to and capable of recognising non-compliance with laws and regulation. No details of any non-compliance were communicated to us and no such potential instances were noted during the audit process.

We have reached these conclusions following enquiries made of those charged with governance and senior staff and following audit testing procedures and review of financial statements.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Report of the Independent Auditors to the Members of
M&W Security Limited


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 a Report of the Auditors 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.




Gerald McGill, BA CA (Senior Statutory Auditor)
for and on behalf of Farries, Kirk & McVean
Chartered Accountants
Statutory Auditors
Dumfries Enterprise Park
Heathhall
Dumfries
DUMFRIESSHIRE
DG1 3SJ

25th November 2024

M&W Security Limited (Registered number: SC753198)

Consolidated
Income Statement
for the Year Ended 30th June 2024

Period
15.12.22
Year Ended to
30.6.24 30.6.23
Notes £    £   

TURNOVER 3 36,968,018 34,795,146

Cost of sales (32,094,391 ) (30,220,589 )
GROSS PROFIT 4,873,627 4,574,557

Administrative expenses (5,053,519 ) (4,353,892 )
(179,892 ) 220,665

Other operating income 7,341 17,454
OPERATING (LOSS)/PROFIT 5 (172,551 ) 238,119


Interest payable and similar expenses 6 (198,021 ) (4,000 )
(LOSS)/PROFIT BEFORE TAXATION (370,572 ) 234,119

Tax on (loss)/profit 7 (74,372 ) (51,137 )
(LOSS)/PROFIT FOR THE FINANCIAL
YEAR

(444,944

)

182,982
(Loss)/profit attributable to:
Owners of the parent (444,944 ) 182,982

M&W Security Limited (Registered number: SC753198)

Consolidated
Other Comprehensive Income
for the Year Ended 30th June 2024

Period
15.12.22
Year Ended to
30.6.24 30.6.23
Notes £    £   

(LOSS)/PROFIT FOR THE YEAR (444,944 ) 182,982


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

(444,944

)

182,982

Total comprehensive income attributable to:
Owners of the parent (444,944 ) 182,982

M&W Security Limited (Registered number: SC753198)

Consolidated Balance Sheet
30th June 2024

2024 2023
Notes £    £   
FIXED ASSETS
Intangible assets 9 4,500,000 5,000,000
Tangible assets 10 121,186 99,437
Investments 11 - -
4,621,186 5,099,437

CURRENT ASSETS
Debtors 12 5,238,132 7,468,651
Cash at bank and in hand 1,214,462 256,795
6,452,594 7,725,446
CREDITORS
Amounts falling due within one year 13 (9,657,239 ) (7,638,733 )
NET CURRENT (LIABILITIES)/ASSETS (3,204,645 ) 86,713
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,416,541

5,186,150

CREDITORS
Amounts falling due after more than one year 14 (1,650,673 ) (4,968,166 )

PROVISIONS FOR LIABILITIES 17 (27,828 ) (35,000 )
NET (LIABILITIES)/ASSETS (261,960 ) 182,984

CAPITAL AND RESERVES
Called up share capital 18 2 2
Retained earnings 19 (261,962 ) 182,982
SHAREHOLDERS' FUNDS (261,960 ) 182,984

The financial statements were approved by the Board of Directors and authorised for issue on 25th November 2024 and were signed on its behalf by:





P Williamson - Director


M&W Security Limited (Registered number: SC753198)

Company Balance Sheet
30th June 2024

2024 2023
Notes £    £   
FIXED ASSETS
Intangible assets 9 - -
Tangible assets 10 - -
Investments 11 6,596,680 6,596,680
6,596,680 6,596,680

CURRENT ASSETS
Cash in hand 2 2

CREDITORS
Amounts falling due within one year 13 (5,129,509 ) (1,628,514 )
NET CURRENT LIABILITIES (5,129,507 ) (1,628,512 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,467,173

4,968,168

CREDITORS
Amounts falling due after more than one year 14 (1,650,673 ) (4,968,166 )
NET (LIABILITIES)/ASSETS (183,500 ) 2

CAPITAL AND RESERVES
Called up share capital 18 2 2
Retained earnings 19 (183,502 ) -
SHAREHOLDERS' FUNDS (183,500 ) 2

Company's loss for the financial year (183,502 ) -

The financial statements were approved by the Board of Directors and authorised for issue on 25th November 2024 and were signed on its behalf by:





P Williamson - Director


M&W Security Limited (Registered number: SC753198)

Consolidated Statement of Changes in Equity
for the Year Ended 30th June 2024

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Issue of share capital 2 - 2
Total comprehensive income - 182,982 182,982
Balance at 30th June 2023 2 182,982 182,984

Changes in equity
Total comprehensive income - (444,944 ) (444,944 )
Balance at 30th June 2024 2 (261,962 ) (261,960 )

M&W Security Limited (Registered number: SC753198)

Company Statement of Changes in Equity
for the Year Ended 30th June 2024

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Issue of share capital 2 - 2
Balance at 30th June 2023 2 - 2

Changes in equity
Total comprehensive income - (183,502 ) (183,502 )
Balance at 30th June 2024 2 (183,502 ) (183,500 )

M&W Security Limited (Registered number: SC753198)

Consolidated Cash Flow Statement
for the Year Ended 30th June 2024

Period
15.12.22
Year Ended to
30.6.24 30.6.23
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 1,561,082 1,586,835
Interest paid (198,021 ) (4,000 )
Tax paid 32,651 (114,534 )
Net cash from operating activities 1,395,712 1,468,301

Cash flows from investing activities
Purchase of intangible fixed assets - (5,044,898 )
Purchase of tangible fixed assets (120,932 ) (64,820 )
Sale of tangible fixed assets 6,300 14,175
Pre-acquisition assets of subsidiary - (923,770 )
Net cash from investing activities (114,632 ) (6,019,313 )

Cash flows from financing activities
New loans in year 183,502 4,126,686
Loan repayments in year (538,108 ) (991,796 )
MBO redeemable debt - 1,300,000
Capital repayments in year - (6,335 )
Amount introduced by directors - 379,250
Amount withdrawn by directors (13,275 ) -
Share issue - 2
Net cash from financing activities (367,881 ) 4,807,807

Increase in cash and cash equivalents 913,199 256,795
Cash and cash equivalents at beginning of year 2 256,795 -

Cash and cash equivalents at end of year 2 1,169,994 256,795

M&W Security Limited (Registered number: SC753198)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 30th June 2024

1. RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period
15.12.22
Year Ended to
30.6.24 30.6.23
£    £   
(Loss)/profit before taxation (370,572 ) 234,119
Depreciation charges 593,613 133,137
Profit on disposal of fixed assets (729 ) (13,829 )
Other provisions (7,172 ) 35,000
Finance costs 198,021 4,000
413,161 392,427
Decrease/(increase) in trade and other debtors 2,103,672 (1,373,174 )
(Decrease)/increase in trade and other creditors (955,751 ) 2,567,582
Cash generated from operations 1,561,082 1,586,835

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30th June 2024
30.6.24 1.7.23
£    £   
Cash and cash equivalents 1,214,462 256,795
Bank overdrafts (44,468 ) -
1,169,994 256,795
Period ended 30th June 2023
30.6.23 15.12.22
£    £   
Cash and cash equivalents 256,795 -


3. ANALYSIS OF CHANGES IN NET DEBT

At 1.7.23 Cash flow At 30.6.24
£    £    £   
Net cash
Cash at bank and in hand 256,795 957,667 1,214,462
Bank overdrafts - (44,468 ) (44,468 )
256,795 913,199 1,169,994
Debt
Debts falling due within 1 year (458,521 ) (1,662,888 ) (2,121,409 )
Debts falling due after 1 year (3,668,166 ) 2,017,493 (1,650,673 )
(4,126,687 ) 354,605 (3,772,082 )
Total (3,869,892 ) 1,267,804 (2,602,088 )

M&W Security Limited (Registered number: SC753198)

Notes to the Consolidated Financial Statements
for the Year Ended 30th June 2024

1. STATUTORY INFORMATION

M&W Security Limited is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxation. Turnover represents revenue earned from the rendering of services. Turnover from the rendering of services is recognised by reference to the stage of completion of the contract.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2023, is being amortised evenly over its estimated useful life of ten years.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Long leasehold - over the lease term
Plant and machinery - Straight line over useful life
Motor vehicles - 25% on cost

Amounts written off each asset over the estimated useful life represent cost less residual value.

The assets' residual values and useful lives are reviewed, and adjusted, if appropriate, at the end of each reporting period.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

M&W Security Limited (Registered number: SC753198)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30th June 2024

2. ACCOUNTING POLICIES - continued

Invoice financing
The group use Invoice Financing through Lloyds Group to accelerate the receipt of funds due from debtors. No rights are transferred to the finance provider, all benefits and risks remain with the group and all finance is potentially repayable therefore linked presentation is not appropriate. Accordingly debtors are disclosed in full within the balance sheet and the associated finance is included within creditors due within one year.

Financial instruments
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 the sale of services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price and represent the full value of the services charged to customers, including any amounts charged on for third parties.

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.

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 transactions costs, and the amount due on redemption being recognised as a charge to the income statement over the period of the relevant borrowing.

Interest expense is recognised on the basis of 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.

Provisions and contingencies
Provisions are recognised when the company has a present legal or constructive obligation as a result of past events; it is probably that an outflow of resources will be required to settle the obligation; and the amount of the obligation can be estimated reliably.

3. TURNOVER

The turnover and loss (2023 - profit) before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

Period
15.12.22
Year Ended to
30.6.24 30.6.23
£    £   
Services rendered 36,968,018 34,795,146
36,968,018 34,795,146

M&W Security Limited (Registered number: SC753198)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30th June 2024

4. EMPLOYEES AND DIRECTORS
Period
15.12.22
Year Ended to
30.6.24 30.6.23
£    £   
Wages and salaries 29,947,347 28,043,920
Social security costs 3,051,557 2,867,482
Other pension costs 555,816 536,098
33,554,720 31,447,500

The average number of employees during the year was as follows:
Period
15.12.22
Year Ended to
30.6.24 30.6.23

Directors 2 2
Management and administration 52 51
Service and product provision 937 916
991 969

The average number of employees by undertakings that were proportionately consolidated during the year was 991 (2023 - 969 ) .

Period
15.12.22
Year Ended to
30.6.24 30.6.23
£    £   
Directors' remuneration 313,653 206,425
Directors' pension contributions to money purchase schemes 2,642 1,981

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 2 2

Information regarding the highest paid director is as follows:
Period
15.12.22
Year Ended to
30.6.24 30.6.23
£    £   
Emoluments etc 165,904 157,096
Pension contributions to money purchase schemes 1,321 1,321

M&W Security Limited (Registered number: SC753198)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30th June 2024

5. OPERATING (LOSS)/PROFIT

The operating loss (2023 - operating profit) is stated after charging/(crediting):

Period
15.12.22
Year Ended to
30.6.24 30.6.23
£    £   
Hire of plant and machinery 129,909 122,830
Depreciation - owned assets 93,612 88,239
Profit on disposal of fixed assets (729 ) (13,175 )
Goodwill amortisation 500,000 44,898
Auditors' remuneration 12,000 11,000

6. INTEREST PAYABLE AND SIMILAR EXPENSES
Period
15.12.22
Year Ended to
30.6.24 30.6.23
£    £   
HMRC interest 14,519 4,000
Interest payable 183,502 -
198,021 4,000

7. TAXATION

Analysis of the tax charge
The tax charge on the loss for the year was as follows:
Period
15.12.22
Year Ended to
30.6.24 30.6.23
£    £   
Current tax:
UK corporation tax 44,937 68,154
Previous periods 13,729 -
Interest 3,393 -
Total current tax 62,059 68,154

Deferred tax 12,313 (17,017 )
Tax on (loss)/profit 74,372 51,137

UK corporation tax has been charged at 25 % (2023 - 20.50 %).

M&W Security Limited (Registered number: SC753198)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30th June 2024

7. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

Period
15.12.22
Year Ended to
30.6.24 30.6.23
£    £   
(Loss)/profit before tax (370,572 ) 234,119
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2023 - 20.496 %)

(92,643

)

47,985

Effects of:
Expenses not deductible for tax purposes 24,661 13,610
Capital allowances in excess of depreciation (12,081 ) (2,643 )
Adjustments to tax charge in respect of previous periods 13,729 -
Amortisation of purchased goodwill 125,000 9,202
Deferred taxation 12,313 (17,017 )
Interest 3,393 -
Total tax charge 74,372 51,137

8. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


9. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
At 1st July 2023
and 30th June 2024 5,044,898
AMORTISATION
At 1st July 2023 44,898
Amortisation for year 500,000
At 30th June 2024 544,898
NET BOOK VALUE
At 30th June 2024 4,500,000
At 30th June 2023 5,000,000

M&W Security Limited (Registered number: SC753198)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30th June 2024

10. TANGIBLE FIXED ASSETS

Group
Long Plant and Motor
leasehold machinery vehicles Totals
£    £    £    £   
COST
At 1st July 2023 76,299 247,194 48,206 371,699
Additions - 79,688 41,244 120,932
Disposals - - (39,048 ) (39,048 )
At 30th June 2024 76,299 326,882 50,402 453,583
DEPRECIATION
At 1st July 2023 52,365 179,133 40,764 272,262
Charge for year 925 79,400 13,287 93,612
Eliminated on disposal - - (33,477 ) (33,477 )
At 30th June 2024 53,290 258,533 20,574 332,397
NET BOOK VALUE
At 30th June 2024 23,009 68,349 29,828 121,186
At 30th June 2023 23,934 68,061 7,442 99,437

11. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1st July 2023
and 30th June 2024 6,596,680
NET BOOK VALUE
At 30th June 2024 6,596,680
At 30th June 2023 6,596,680

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiary

Vigilant Protect UK Limited
Registered office: 1st Floor Left, 161 Brooms Road, Dumfries DG1 2SH
Nature of business: Security Solutions
%
Class of shares: holding
Ordinary 100.00
2024 2023
£    £   
Aggregate capital and reserves 2,018,219 1,779,662
Profit for the year/period 238,557 227,880


M&W Security Limited (Registered number: SC753198)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30th June 2024

12. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
2024 2023
£    £   
Trade debtors 4,801,862 6,792,500
Other debtors 42,913 40,072
Tax - 114,534
Deferred tax asset 1,187 13,500
Prepayments 392,170 508,045
5,238,132 7,468,651

Deferred tax asset
Group
2024 2023
£    £   
Deferred tax 1,187 13,500

13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Bank loans and overdrafts (see note 15) 44,468 - - -
Other loans (see note 15) 2,121,409 458,521 2,121,409 458,521
Trade creditors 158,138 156,148 - -
Credit cards 37,684 31,801 - -
Amounts owed to group undertakings - - 1,328,849 790,743
Corporation tax 48,330 68,154 - -
Social security and other taxes 1,423,378 2,334,683 1 -
VAT 1,313,381 1,188,628 - -
Other creditors 108,895 232,685 - -
Net payroll 1,826,986 1,905,181 - -
Holiday pay 598,525 568,860 - -
MBO redeemable debt 1,300,000 - 1,300,000 -
Directors' current accounts 365,975 379,250 379,250 379,250
Deferred income 54,066 27,028 - -
Accrued expenses 256,004 287,794 - -
9,657,239 7,638,733 5,129,509 1,628,514

Creditors less than 1 year includes the value of a Redeemable Share issued to Croma Group on 30th June 2023 and repaid on 1st July 2024 in the amount of £1.3m. As the substance of this transaction is one of debt it has been reported as a creditor rather than as share capital. The MBO redeemable debt was secured by means of equity share in the group until such time as it was repaid.

14. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Other loans (see note 15) 1,650,673 3,668,166 1,650,673 3,668,166
MBO redeemable debt - 1,300,000 - 1,300,000
1,650,673 4,968,166 1,650,673 4,968,166

M&W Security Limited (Registered number: SC753198)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30th June 2024

15. LOANS

An analysis of the maturity of loans is given below:

Group Company
2024 2023 2024 2023
£    £    £    £   
Amounts falling due within one year or on demand:
Bank overdrafts 44,468 - - -
Vendor loan notes 2,121,409 458,521 2,121,409 458,521
2,165,877 458,521 2,121,409 458,521
Amounts falling due between one and two years:
Vendor loan notes 1,650,673 1,834,083 1,650,673 1,834,083
Amounts falling due between two and five years:
Vendor loan notes - 1,834,083 - 1,834,083

16. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable operating leases
2024 2023
£    £   
Within one year 190,071 186,651
Between one and five years 162,065 286,722
In more than five years 36,087 75,455
388,223 548,828

17. PROVISIONS FOR LIABILITIES

Group
2024 2023
£    £   
Other provisions 27,828 35,000

Aggregate amounts 27,828 35,000

Group
Deferred Other
tax provisions
£    £   
Balance at 1st July 2023 (13,500 ) 35,000
Charge to Income Statement during year 12,313 -
Utilised during year - (7,172 )
Balance at 30th June 2024 (1,187 ) 27,828

The provision for deferred taxation arises entirely as a result of accelerated capital allowances.

The company has made provision in respect of potential Tribunal settlements which relate to employment tribunals at varying stages of completion. The provisions included represent the best estimate at date of signing the accounts of the company's potential liability.

M&W Security Limited (Registered number: SC753198)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30th June 2024

18. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
1 A Ordinary 1p - -
200 B Ordinary 1p 2 2
2 2

19. RESERVES

Group
Retained
earnings
£   

At 1st July 2023 182,982
Deficit for the year (444,944 )
At 30th June 2024 (261,962 )

Company
Retained
earnings
£   

Deficit for the year (183,502 )
At 30th June 2024 (183,502 )


20. RELATED PARTY DISCLOSURES

During the year under review the subsidiary company paid consultancy fees of £156,506 to a company which shares a common director.