Company registration number 02039210 (England and Wales)
PROTEC FIRE AND SECURITY GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PROTEC FIRE AND SECURITY GROUP LIMITED
COMPANY INFORMATION
Directors
Mr J M O'Dwyer
(Appointed 1 January 2024)
Dr S T Hoffmann
(Appointed 25 September 2024)
Secretary
Mr J D Burton
Company number
02039210
Registered office
Protec House
Churchill Way
Nelson
BB9 6RT
Auditor
MHA
Richard House
9 Winckley Square
Preston
PR1 3HP
PROTEC FIRE AND SECURITY GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 19
PROTEC FIRE AND SECURITY GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present the strategic report for the year ended 31 December 2023.
Business review
The company's principal activity is that of a holding company,
The Protec Group was acquired by the international Bosch Group on 30 November 2021. This report is for the 12-month period from 1st of January 2023 to 31st December 2023 according to the Bosch Reporting schedule.
Results for the company over the 12-month period are satisfactory and in line with directors’ expectations.
Principal risks and uncertainties
Protec Group is reliant on dividend income from it subsidiary holdings in order to pay dividends to the group above. The company is at risk that the subsidiary companies are unable to pay dividends to Protec Group.
Development and performance
On the 30 November 2021, Robert Bosch UK Holdings acquired 100% of the shares in Protec Fire and Security Group Ltd. It is felt the acquisition by Bosch will benefit the Protec Group and have a positive impact on the turnover, profit and cashflow going forward to ensure the best interests of the company and the Protec group are maintained
Financial key performance indicators
The company’s key financial indicators during the year were as follows:
12 months 2023 16 months 2022
Dividends received £23.1m £nil
Dividends paid £52.6m £nil
The company considers there to be no non-financial KPI's.
PROTEC FIRE AND SECURITY GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Promoting the success of the company
This statement by the board describes how the responsibilities under s172(1)(a) to (f) of the Companies Act 2006 have been approached in the financial period ending 31 December 2023.
The directors consider that they have acted in good faith to promote the success of the company on behalf of the stakeholders, in relation to matters set out in s172 of the Act.
The stakeholders of the business include the employees, clients and suppliers of the business.
The fundamental principle in the governance of Protec Fire and Security Group Limited and all associates is the clear, fair and trusting approach to all interactions with employees, clients and suppliers, This is reflected in the length of service of employees and management teams and the longevity of the relationships with our clients and suppliers.
The company’s employees, clients and suppliers are critical to the success of the business and so it is recognised that engagement is an important aspect in those relationships.
The company has an equal opportunities policy and is committed to the principles within the policy in respect of all stakeholders.
The directors have overall responsibility for delivering the company’s strategy and values and for ensuring high standards of governance. The primary aim of the directors is to promote the long term sustainable success of the company to generate benefit for the stakeholders. Throughout the next financial year, the directors will continue to review, improve and challenge the engagement with all stakeholders.
The company has an equal opportunities policy and is committed to the principles within the policy in respect of all stakeholders.
Mr J M O'Dwyer
Director
19 December 2024
PROTEC FIRE AND SECURITY GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the company continued to be that of a holding company to the group.
Results and dividends
The results for the year are set out on page 9.
Ordinary dividends were paid amounting to £52,554,032. The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr P A Doyle
(Resigned 1 January 2024)
Mr V R Rajakoba
(Resigned 31 August 2024)
Mr J M O'Dwyer
(Appointed 1 January 2024)
Dr S T Hoffmann
(Appointed 25 September 2024)
Financial instruments
The company’s principal foreign currency exposures arise from trading with overseas companies. Company policy permits but does not demand that these exposures may be hedged in order to fix the cost in sterling. This hedging activity involves the use of foreign exchange forward contracts.
Future developments
The directors expect that the present level of activity will be sustained for the foreseeable future.
Auditor
Following the merger of MHA Moore & Smalley with MHA, the company's independent auditor has now become MHA. A resolution to reappoint MHA as independent auditor will be proposed at the next Annual General Meeting.
Strategic report
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of financial risks.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
PROTEC FIRE AND SECURITY GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
On behalf of the board
Mr J M O'Dwyer
Dr S T Hoffmann
Director
Director
19 December 2024
PROTEC FIRE AND SECURITY GROUP LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then 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;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
PROTEC FIRE AND SECURITY GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PROTEC FIRE AND SECURITY GROUP LIMITED
- 6 -
Opinion
We have audited the financial statements of Protec Fire And Security Group Limited (the 'company') for the year ended 31 December 2023 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our 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 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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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.
PROTEC FIRE AND SECURITY GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PROTEC FIRE AND SECURITY GROUP LIMITED (CONTINUED)
- 7 -
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the 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 or the directors' report.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of 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 directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud, is detailed below:
Enquiries with management, about any known or suspected instances of non-compliance with laws and regulations or fraud within the business;
Auditing the risk of management override of controls, including through testing journal entries and other adjustments made by management for appropriateness;
Reviewing legal and professional expenditure to identify any evidence of ongoing litigation or enquiries; and
Because of the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognize the non-compliance.
PROTEC FIRE AND SECURITY GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PROTEC FIRE AND SECURITY GROUP LIMITED (CONTINUED)
- 8 -
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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.
Damian Walmsley BA FCA
Senior Statutory Auditor
For and on behalf of MHA, Statutory Auditor
Preston, United Kingdom
19 December 2024
2024-12-19
MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered number OC312313)
PROTEC FIRE AND SECURITY GROUP LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
Year
Period
ended
ended
31 December
31 December
2023
2022
Notes
£
£
Administrative expenses
(9,446)
262,317
Interest receivable and similar income
6
23,121,294
999,576
Profit on sale of investments
7
-
23,197,481
Profit before taxation
23,111,848
24,459,374
Tax on profit
8
(118,500)
(53,317)
Profit for the financial year
22,993,348
24,406,057
The profit and loss account has been prepared on the basis that all operations are continuing operations.
PROTEC FIRE AND SECURITY GROUP LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Investments
10
2,940,794
2,940,794
Current assets
Debtors
12
711,422
1,501,422
Cash at bank and in hand
2,544,815
31,196,999
3,256,237
32,698,421
Creditors: amounts falling due within one year
13
(171,819)
(53,319)
Net current assets
3,084,418
32,645,102
Net assets
6,025,212
35,585,896
Capital and reserves
Called up share capital
14
51,227
51,227
Share premium account
1,742,671
1,742,671
Capital redemption reserve
50,000
50,000
Profit and loss reserves
4,181,314
33,741,998
Total equity
6,025,212
35,585,896
The financial statements were approved by the board of directors and authorised for issue on 19 December 2024 and are signed on its behalf by:
Mr J M O'Dwyer
Dr S T Hoffmann
Director
Director
Company registration number 02039210 (England and Wales)
PROTEC FIRE AND SECURITY GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 September 2021
51,000
147,000
50,000
9,335,941
9,583,941
Period ended 31 December 2022:
Profit and total comprehensive income
-
-
-
24,406,057
24,406,057
Issue of share capital
14
227
1,595,671
-
-
1,595,898
Balance at 31 December 2022
51,227
1,742,671
50,000
33,741,998
35,585,896
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
-
22,993,348
22,993,348
Dividends
9
-
-
-
(52,554,032)
(52,554,032)
Balance at 31 December 2023
51,227
1,742,671
50,000
4,181,314
6,025,212
PROTEC FIRE AND SECURITY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
1
Accounting policies
Company information
Protec Fire And Security Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is Protec House, Churchill Way, Nelson, BB9 6RT.
1.1
Reporting period
These financial statements cover the 12-month period from 1 January 2023 to 31 December 2023.
The previous financial period covered the 16 months period from 1 September 2021 to 31 December 2022. As such, the two periods are not comparable. The accounting period end was amended to align with other group companies period ends.
1.2
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
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 £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Robert Bosch UK Holdings Limited. These consolidated financial statements are available from Companies House, Crown Way, Cardiff, CF14 3UZ.
The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Protec Fire And Security Group Limited is a wholly owned subsidiary of Robert Bosch GmbH and the results of Protec Fire And Security Group Limited are included in the consolidated financial statements of Robert Bosch GmbH which have been filed with the registrar in accordance with Companies Act 2006.
PROTEC FIRE AND SECURITY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
1.3
Going concern
As previously advised, Protec Group was acquired by the international Bosch Group on 30 November 2021. The directors believe that the acquisition will benefit the Protec Group in all areas, providing resources and technical support that will enable the company to achieve their ambitious growth and profitability targets. While no immediate requirements are foreseen, the financial strength of the Bosch Group ensures that funding will be available as, and when, needed.true
The directors have considered the financial position of the company at 31 December 2023 and forecasts for a period of 12 months from the date of signing these financial statements.
Based on these forecasts, they are of the opinion that the company is well-positioned to continue its operations for the foreseeable future. Thus the directors have continued to adopt the going concern basis in preparing the financial statements.
1.4
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.5
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
PROTEC FIRE AND SECURITY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
1.6
Financial instruments
The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Income Statement.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset’s carrying amount and the present value of estimated cash flows discounted at the asset’s original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset’s carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.
Financial assets and liabilities are offset and the net amount reported in the Statement of financial position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
PROTEC FIRE AND SECURITY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.8
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
PROTEC FIRE AND SECURITY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
2
Judgements and key sources of estimation uncertainty
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 to be 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.
The directors consider there to be no significant estimates or judgments.
3
Revenue
2023
2022
£
£
Interest income
502,963
19,366
Dividends received
22,618,331
980,210
4
Operating (loss)/profit
2023
2022
Operating (loss)/profit for the year is stated after (crediting):
£
£
Exchange gains
(1,009)
(262,420)
Audit fees for the company are paid for by its subsidiary.
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Management
2
2
PROTEC FIRE AND SECURITY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
6
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
502,963
19,366
Income from fixed asset investments
Income from shares in group undertakings
22,618,331
980,210
Total income
23,121,294
999,576
7
Amounts written off investments
2023
2022
£
£
Gain on disposal of investments
-
23,197,481
8
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
118,500
13,205
Group tax relief
40,112
Total current tax
118,500
53,317
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
Profit before taxation
23,111,848
24,459,374
Expected tax charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
5,436,033
4,647,281
Tax effect of expenses that are not deductible in determining taxable profit
2,422
Tax effect of income not taxable in determining taxable profit
(5,319,955)
(4,634,076)
Group relief
40,112
Taxation charge for the year
118,500
53,317
PROTEC FIRE AND SECURITY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
9
Dividends
2023
2022
£
£
Final paid
52,554,032
10
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
11
2,940,794
2,940,794
11
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Protec Fire Detection Public Limited Company
England
Ordinary
100.00
-
Protec Fire Detection (Export) Limited
England
Ordinary
-
100.00
Camerfield Limited
England
Ordinary
100.00
-
Lynteck Limited
England
Ordinary
100.00
-
Gas Alarm Systems Limited
England
Ordinary
100.00
-
Firepro Systems imited
England
Ordinary
-
100.00
XL Fire Detection Systems Limited
England
Ordinary
-
100.00
Protec Camerfield Limited
England
Ordinary
-
100.00
Face Macanda Limited
England
Ordinary
-
100.00
Protec Fire Detection Pty Limited
Australia
Ordinry
100.00
-
12
Debtors
2023
2022
Amounts falling due within one year:
£
£
as restated
Amounts owed by group undertakings
711,422
1,501,422
13
Creditors: amounts falling due within one year
2023
2022
£
£
as restated
Corporation tax
171,817
53,317
Accruals and deferred income
2
2
171,819
53,319
PROTEC FIRE AND SECURITY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
14
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
5,000,000
5,000,000
50,000
50,000
A Ordinary shares of 1p each
100,000
100,000
1,227
1,227
5,100,000
5,100,000
51,227
51,227
The A Ordinary shares have no voting or dividend rights and are not redeemable. The shares have the right to a capital distribution above the hurdle of £135,000,000.
15
Prior period adjustment
The directors have identified that the amounts owed to group companies and amounts owed by group companies were overstated by £1,593,923 due to the miss-allocation of a transaction. The comparative has been restated to reflect the correct balances.
16
Ultimate controlling party
The ultimate parent company of Robert Bosch Holdings Ltd and Protec Fire and Security Group Limited is considered to be Bosch Industrietreuhand KG.
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