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Registered number: 12363321










Fire and Security Holdings Limited










Annual report and consolidated financial statements

for the year ended 30 April 2024

 
Fire and Security Holdings Limited
 

Company Information


Directors
G A W Owston 
M K Duhan 
S B Thomas 
S Butler 
R A Leeming (appointed 1 October 2024)




Registered number
12363321



Registered office
6 Ambley Green
Gillingham Business Park

Gillingham

Kent

ME8 0NJ




Independent auditor
Kreston Reeves LLP
Statutory Auditor & Chartered Accountants

Montague Place

Quayside

Chatham Maritime

Chatham

Kent

ME4 4QU





 
Fire and Security Holdings Limited
 

Contents



Page
Group strategic report
 
1 - 2
Directors' report
 
3 - 4
Independent auditor's report
 
5 - 8
Consolidated statement of comprehensive income
 
9
Consolidated balance sheet
 
10
Company balance sheet
 
11
Consolidated statement of changes in equity
 
12
Company statement of changes in equity
 
13
Consolidated statement of cash flows
 
14
Notes to the financial statements
 
15 - 38


 
Fire and Security Holdings Limited
 

Group strategic report
for the year ended 30 April 2024

Introduction
 
The Directors have pleasure in presenting their strategic report for the year ended 30 April 2024. 
Fire & Security Holdings Ltd (‘FSH’ or the ‘Group) is a holding company that owns several subsidiaries and offers a full range of fire protection and security services to mainly commercial customers. Specifically, the Group designs, installs and maintains fire detection systems including gas & water suppression. It also provides security systems including CCTV and remote monitoring solutions.
FSH has a buy and build acquisition strategy to help to consolidate the fragmented fire & security industry in the UK. It has invested in a highly experienced executive management team.

Business review
 
Overall, the Board is happy with the performance for the financial year ended April 2024.
During the year the group acquired Guide Security Services Limited, with Power Plus (Dewsbury) Limited acquired at the end of the 2023 financial year. Both entities have successfully been integrated into the group and as at writing, the Group are actively looking at further acquisitions that complement our current offering.
Revenue has increased to £29.1m for the year ended April 2024 and EBITDA has increased to £2.6m with a gross margin of 41.0%.
Maintenance & Service works continue to bring the most amount of revenue into the group with this stream increasing substantially during the financial year. The acquisition of Guide Security Services will also contribute even further to this as a very high proportion of their work is recurring.
The group now has a fully functioning Passive Fire division that is already growing quickly and producing good results. This division further extends the service offering that FSH can offer to its customer across the UK.
The Group is a long way through the process of implementing its customer and project management software. Several of the group companies are now using the software with others to follow suit very soon. This will lead to greater efficiencies and improvement in KPI reporting.
 
Page 1

 
Fire and Security Holdings Limited
 

Group strategic report (continued)
for the year ended 30 April 2024


Principal risks and uncertainties
 
FSH operates within the fire & security industry and due to this there are a number of inherent risks to manage. Rigorous training and development programmes are undertaken by our staff to ensure best practices within health and safety.
The Group is an active member of a number of relevant industry trade bodies including the FIA, BAFE, NSI and others. We are also working towards gaining ISO 45001 to go with our already accredited ISO’s.
FSH also takes its responsibilities with regards to ESG very seriously. We regularly report at board level on it and the largest entity within the group is still carbon neutral certified.

Financial key performance indicators
 
Key financial key performance indicators are considered to be gross profit and EBITDA:



2024


2023


£

£





Gross profit

11,928,304

7,333,463
EBITDA

2,686,065

994,199



This report was approved by the board on 27 January 2025 and signed on its behalf.





S Butler
Director

Page 2

 
Fire and Security Holdings Limited
 

 
Directors' report
for the year ended 30 April 2024

The directors present their report and the financial statements for the year ended 30 April 2024.

Directors' responsibilities statement

The directors are responsible for preparing the group strategic report, the directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements and then apply them consistently;

make judgments 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The loss for the year, after taxation, amounted to £4,399,595 (2023 - loss £3,427,283).

No dividends were paid during the year.

Directors

The directors who served during the year were:

G A W Owston 
W F Walker (resigned 1 October 2024)
M K Duhan 
S D Miller (resigned 26 June 2023)
S B Thomas 
S Butler (appointed 26 June 2023)

Future developments

The Group has ambitious growth plans, and is expecting to continue to grow both organically and by acquisition. 
The business is looking for acquisition opportunities in the market place at the right price and to make selective expansions within our sector. 

Page 3

 
Fire and Security Holdings Limited
 

 
Directors' report (continued)
for the year ended 30 April 2024

Disclosure of information to auditor

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Post balance sheet events

In October 2024 the group continued its growth plans by way of the acqusition of the entire share capital of Ventec Systems Limited for £1,572,000.  There have been no further post balance sheet events.

Auditor

Under section 487(2) of the Companies Act 2006Kreston Reeves LLP will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board on 27 January 2025 and signed on its behalf.
 





S Butler
Director

Page 4

 
Fire and Security Holdings Limited
 

 
Independent auditor's report to the members of Fire and Security Holdings Limited
 

Opinion


We have audited the financial statements of Fire and Security Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 April 2024, which comprise the consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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's affairs as at 30 April 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 Auditor's 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 United Kingdom, including the Financial Reporting Council'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 or 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.


Page 5

 
Fire and Security Holdings Limited
 

 
Independent auditor's report to the members of Fire and Security Holdings Limited (continued)


Other information


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 ReportOur 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.


Opinion 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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the group strategic report and the 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 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 directors' report.


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 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 directors' responsibilities statement set out on page 3, 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 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.


Page 6

 
Fire and Security Holdings Limited
 

 
Independent auditor's report to the members of Fire and Security Holdings Limited (continued)


Auditor's 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 Group 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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Capability of the audit in detecting irregularities, including fraud
Based on our understanding of the company and industry, and through discussion with the directors and other management (as required by auditing standards), we identified that the principal risks of non-compliance are with laws and regulations related to fire safety. We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, Statement of Recommended Practice and taxation. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue or reduce expenditure, management bias in accounting estimates and judgemental areas of the financial statements such as revenue and margin recognition on long-term contracts.  Audit procedures performed by the engagement team included:
 
Discussions with management and assessment of known or suspected instances of non-compliance with laws and regulations (including fire safety) and fraud, and review of the reports made by management;
Assessment of identified fraud risk factors;
Challenging assumptions and judgements made by management in its significant accounting estimates;
Checking and reperforming the reconciliation of key control accounts;
Performing analytical procedures to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud;
Confirmation of related parties with management, and review of transactions throughout the period to identify any previously undisclosed transactions with related parties outside the normal course of business;
Reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing correspondence with relevant tax and regulatory authorities;
Review of internal controls and physical inspection of tangible assets susceptible to fraud or irregularity;
Review of significant and unusual transactions and evaluation of the underlying financial rationale supporting the transactions; and identifying and testing journal entries, in particular any manual entries made at the year end for financial statement preparation.


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.


Page 7

 
Fire and Security Holdings Limited
 

 
Independent auditor's report to the members of Fire and Security Holdings Limited (continued)


As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:


Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statementsWe are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.


We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.


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 2006Our 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.





Rodney Sutton BA FCA FCCA CA (SA) (senior statutory auditor)
  
for and on behalf of
Kreston Reeves LLP
 
Statutory Auditor
Chartered Accountants
  
Chatham Maritime

27 January 2025
Page 8

 
Fire and Security Holdings Limited
 

Consolidated statement of comprehensive income
for the year ended 30 April 2024

2024
2023
Note
£
£

  

Turnover
 4 
29,116,094
18,193,829

Cost of sales
  
(17,187,790)
(10,860,366)

Gross profit
  
11,928,304
7,333,463

Administrative expenses
  
(12,670,865)
(8,919,656)

Other operating income
 5 
962
413

Operating loss
 6 
(741,599)
(1,585,780)

Amounts written off intangible assets
  
(838,000)
-

Interest receivable and similar income
 10 
39,288
11,302

Interest payable and similar expenses
 11 
(2,658,956)
(2,120,308)

Loss before taxation
  
(4,199,267)
(3,694,786)

Tax on loss
 12 
(200,328)
267,503

Loss for the financial year
  
(4,399,595)
(3,427,283)

All amounts are attributable to the owners of the parent company.

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 15 to 38 form part of these financial statements.

Page 9

 
Fire and Security Holdings Limited
Registered number: 12363321

Consolidated balance sheet
as at 30 April 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
19,175,220
17,102,867

Tangible assets
 14 
3,358,486
2,392,450

  
22,533,706
19,495,317

Current assets
  

Stocks
 16 
1,413,563
715,360

Debtors: amounts falling due within one year
 17 
5,018,510
4,649,721

Cash at bank and in hand
 18 
4,331,688
3,905,906

  
10,763,761
9,270,987

Creditors: amounts falling due within one year
 19 
(7,617,908)
(5,457,009)

Net current assets
  
 
 
3,145,853
 
 
3,813,978

Total assets less current liabilities
  
25,679,559
23,309,295

Provisions for liabilities
  

Other provisions
 24 
(205,000)
(115,000)

Net assets
  
25,474,559
23,194,295


Capital and reserves
  

Creditors: amounts falling due after more thane one year
 20 
35,443,184
28,763,325

Called up share capital
 25 
1,556,476
1,556,476

Profit and loss account

  

(11,525,101)
(7,125,506)

Shareholders' funds
  
 
(9,968,625)
 
(5,569,030)

Total capital employed
  
25,474,559
23,194,295


The presentation of the balance sheet shows a total for "Total capital employed".  The Directors consider that this more appropriately represents the funding structure of the group, as the non-current liabilities include funding from shareholders.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 January 2025.




S Butler
Director

The notes on pages 15 to 38 form part of these financial statements.

Page 10

 
Fire and Security Holdings Limited
Registered number: 12363321

Company balance sheet
as at 30 April 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 15 
24,393,510
24,393,510

Current assets
  

Debtors: amounts falling due within one year
 17 
5,388,353
1,707,147

Cash at bank and in hand
 18 
1,720
19,881

  
5,390,073
1,727,028

Creditors: amounts falling due within one year
 19 
(2,673,229)
(1,967,936)

Net current assets/(liabilities)
  
 
 
2,716,844
 
 
(240,908)

Net assets
  
27,110,354
24,152,602


Capital and reserves
  

Creditors: amounts falling due after more than one year
  
34,103,933
27,822,604

  

Called up share capital
  
1,556,476
1,556,476

Profit and loss account brought forward
  
(5,226,478)
(3,047,323)

Profit / (loss) for the period
  
(3,323,577)
(2,179,155)

Shareholders' funds
  
 
 
(6,993,579)
 
 
(3,670,002)

Total capital employed
  
27,110,354
24,152,602


The presentation of the balance sheet shows a total for "Total capital employed".  The Directors consider that this more appropriately represents the funding structure of the company, as the non-current liabilities include funding from shareholders.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 January 2025.


S Butler
Director

The notes on pages 15 to 38 form part of these financial statements.

Page 11

 
Fire and Security Holdings Limited
 

Consolidated statement of changes in equity
for the year ended 30 April 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 May 2022
1,556,476
(3,698,223)
(2,141,747)


Comprehensive income for the year

Loss for the year
-
(3,427,283)
(3,427,283)
Total comprehensive income for the year
-
(3,427,283)
(3,427,283)



At 1 May 2023
1,556,476
(7,125,506)
(5,569,030)


Comprehensive income for the year

Loss for the year
-
(4,399,595)
(4,399,595)
Total comprehensive income for the year
-
(4,399,595)
(4,399,595)


At 30 April 2024
1,556,476
(11,525,101)
(9,968,625)


Page 12

 
Fire and Security Holdings Limited
 

Company statement of changes in equity
for the year ended 30 April 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 May 2022
1,556,476
(3,047,323)
(1,490,847)


Comprehensive income for the year

Loss for the year
-
(2,179,155)
(2,179,155)



At 1 May 2023
1,556,476
(5,226,478)
(3,670,002)


Comprehensive income for the year

Loss for the year
-
(3,323,577)
(3,323,577)


At 30 April 2024
1,556,476
(8,550,055)
(6,993,579)


Called up share capital
This represents the nominal value of ordinary shares that have been issued by the Company and which are classified as equity instruments.
Profit and loss account
This reserve comprises all current and prior period retained profits and losses after deducting any distributions made to the Company’s shareholders.

Page 13

 
Fire and Security Holdings Limited
 

Consolidated statement of cash flows
for the year ended 30 April 2024

2024
2023
£
£

Cash flows from operating activities

Loss for the financial year
(4,399,595)
(3,427,283)

Adjustments for:

Amortisation of intangible assets
2,840,372
2,205,664

Depreciation of tangible assets
587,292
374,315

Loss on disposal of tangible assets
(159,279)
(271,635)

Interest paid
2,658,956
2,120,308

Interest received
(39,288)
(11,302)

Taxation charge
200,328
(267,503)

(Increase) in stocks
(274,538)
(312,143)

Decrease/(increase) in debtors
641,797
(658,489)

(Decrease)/increase in creditors
(217,026)
1,645,621

Increase in provisions
10,000
-

Corporation tax (paid)
(706,411)
(229,545)

Amounts written off intangible fixed assets
838,000
-

Net cash generated from operating activities

1,980,608
1,168,008


Cash flows from investing activities

Purchase of intangible fixed assets
(16,935)
(16,174)

Purchase of tangible fixed assets
(466,522)
(240,741)

Sale of tangible fixed assets
418,853
332,375

Purchase of fixed asset investments
(4,515,478)
(1,234,747)

Interest received
39,288
11,302

HP interest paid
(76,564)
(27,424)

Net cash from investing activities

(4,617,358)
(1,175,409)

Cash flows from financing activities

Repayment of loans
(41,702)
(44,596)

Repayment of other loans
-
(128,631)

Repayment of finance leases
(558,826)
(254,431)

New loans from group companies
3,750,000
-

Interest paid
(39,292)
(32,655)

Loan to Director
(47,648)
-

Net cash used in financing activities
3,062,532
(460,313)

Net increase/(decrease) in cash and cash equivalents
425,782
(467,714)

Cash and cash equivalents at beginning of year
3,905,906
4,373,620

Cash and cash equivalents at the end of year
4,331,688
3,905,906


Cash at bank and in hand
4,331,688
3,905,906


Page 14

 
Fire and Security Holdings Limited
 

 
Notes to the financial statements
for the year ended 30 April 2024

1.


General information

Fire and Security Holdings Limited is a limited liability company incorporated in England and Wales, company number 12363321. The address of the Group's principal place of business is the registered office. For details on the principal activity of the Company and Group, please refer to the Directors' Report.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases. 

 
2.3

Going concern

The financial statements have been prepared on the going concern basis.
The Group is showing a shareholders' funds position of (£9,968,625) but has a strong net current asset balance of £3,145,853 and therefore it is in a position to pay its debts as they fall due.

Page 15

 
Fire and Security Holdings Limited
 

 
Notes to the financial statements
for the year ended 30 April 2024

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Page 16

 
Fire and Security Holdings Limited
 

 
Notes to the financial statements
for the year ended 30 April 2024

2.Accounting policies (continued)

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.11

Current and deferred taxation

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

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 17

 
Fire and Security Holdings Limited
 

 
Notes to the financial statements
for the year ended 30 April 2024

2.Accounting policies (continued)

 
2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.13

Development costs

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred.  Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured.  The capitalised development costs are subsequently amortised on a straight line bass over their useful economic lives.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.14

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 18

 
Fire and Security Holdings Limited
 

 
Notes to the financial statements
for the year ended 30 April 2024

2.Accounting policies (continued)


2.14
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.

Depreciation is provided on the following bases:

Long-term leasehold property
-
Over the term of the related lease
Leasehold improvements
-
Over the term of the related lease
Plant and machinery
-
20%
Straight line
Motor vehicles
-
25%
Straight line
Fixtures and fittings
-
25%
Straight line
Office equipment
-
25%
Straight line
Other fixed assets
-
25%
Straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.15

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.17

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is 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.

 
2.18

Debtors

Short-term debtors are measured at transaction price, less any impairment.

Page 19

 
Fire and Security Holdings Limited
 

 
Notes to the financial statements
for the year ended 30 April 2024

2.Accounting policies (continued)

 
2.19

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

 
2.20

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.21

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.22

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's balance sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

Page 20

 
Fire and Security Holdings Limited
 

 
Notes to the financial statements
for the year ended 30 April 2024

2.Accounting policies (continued)


2.22
Financial instruments (continued)

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest, discounting is omitted, where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires the directors to make judgments, estimates and assumptions that can affect the amounts reported for assets and liabilities, and the results for the period.  The nature of estimation is such though that actual outcomes could differ significantly from those estimates.
The following judgments have had the most significant impact on amounts recognised in the financial statements:
 
Page 21

 
Fire and Security Holdings Limited
 

 
Notes to the financial statements
for the year ended 30 April 2024

3.Judgments in applying accounting policies (continued)

Goodwill
The Group has recognised goodwill arising from business combinations with a carrying value of £19,175,220 at the reporting date (see note 13). On acquisition the group determines a reliable estimate of the useful life of goodwill and intangible assets based upon factors such as the expected use of the acquired business, forecasts of expected future results and cash flows, and any legal, regulatory or contractual provisions that can limit useful life. At each subsequent reporting date the directors consider whether there are any factors such as technological advancements or changes in market conditions that indicate a need to reconsider the useful life of goodwill.  During the year the Directors deemed there to be an impairment on the goodwill of £838,000.
Tangible fixed assets
The Group has recognised tangible fixed assets with a carrying value of £3,358,486 at the reporting date (see note 14). These assets are stated at their cost less provision for depreciation and impairment.  The group’s accounting policy sets out the approach to calculating depreciation for immaterial assets acquired. For material assets such as land and buildings the Group determines at acquisition reliable estimates for the useful life of the asset, its residual value and decommissioning costs. These estimates are based upon such factors as the expected use of the acquired asset and market conditions. At subsequent reporting dates the directors consider whether there are any factors such as technological advancements or changes in market conditions that indicate a need to reconsider the estimates used.
Where there are indicators that the carrying value of tangible assets may be impaired the Group undertakes tests to determine the recoverable amount of assets. These tests require estimates of the fair value of assets less costs to sell and of their value in use. Wherever possible the estimate of the fair value of assets is based upon observable market prices less the incremental cost for disposing of the asset. The value in use calculation is based upon a discounted cash flow model, based upon the Group’s forecasts for the foreseeable future which do not include any restructuring activities that the Group is not yet committed to or significant future investments that will enhance the asset’s performance. The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash flows and the growth rate used for extrapolation purposes.
Investments
Annually, the Group considers whether investments are impaired. Where an indication of impairment is identified the estimation of recoverable value is calculated. This requires estimation of the future cash flows from the cash generating unit (CGUs) and also selection of appropriate discount rates in order to calculate the net present values of those cash flows. 
Work in progress
At each period end the directors consider jobs that are in progress, their stage of completion and the related entries included within the financial accounts. Appropriate entries are then made in respect of this work in progress including consideration of required accrued or deferred income.


4.


Turnover

The whole of the turnover is attributable to the principal activity of the entities within the Group.

All turnover arose within the United Kingdom.

Page 22

 
Fire and Security Holdings Limited
 

 
Notes to the financial statements
for the year ended 30 April 2024

5.


Other operating income

2024
2023
£
£

Sundry income
962
413



6.


Operating loss

The operating loss is stated after charging:

2024
2023
£
£

Research & development charged as an expense
1,689
-

Other operating lease rentals
183,750
111,906


7.


Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor:


2024
2023
£
£

Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
8,000
9,000

Fees payable to the Company's auditor in respect of:

The auditing of accounts of associates of the Company
42,000
29,000

Taxation compliance services
8,360
5,750

All non-audit services not included above
11,000
8,250

Page 23

 
Fire and Security Holdings Limited
 

 
Notes to the financial statements
for the year ended 30 April 2024

8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Wages and salaries
10,081,780
6,926,265
1,056,130
671,023

Social security costs
1,056,783
774,191
104,761
104,176

Cost of defined contribution scheme
267,149
186,624
47,530
50,910

11,405,712
7,887,080
1,208,421
826,109


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Staff
234
167
5
5



Directors
3
2
3
2

237
169
8
7


9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
604,236
549,246

Group contributions to defined contribution pension schemes
21,349
12,858

625,585
562,104


During the year retirement benefits were accruing to 3 directors (2023 - 3) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £167,627 (2023 - £190,141).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £8,250 (2023 - £8,538).


10.


Interest receivable

2024
2023
£
£


Other interest receivable
39,288
11,302

Page 24

 
Fire and Security Holdings Limited
 

 
Notes to the financial statements
for the year ended 30 April 2024

11.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
25,528
17,050

Other loan interest payable
2,543,102
2,069,893

Finance leases and hire purchase contracts
76,564
27,424

Other interest payable
13,762
5,941

2,658,956
2,120,308


12.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
19,685
19,651

Adjustments in respect of previous periods
24,250
(27,430)


Total current tax
43,935
(7,779)

Deferred tax


Origination and reversal of timing differences
156,393
(259,724)


Taxation on profit/(loss) on ordinary activities
200,328
(267,503)

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 25%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(4,199,267)
(3,694,786)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
(1,049,817)
(923,697)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
711,672
551,214

Expenses not deductible for tax purposes, other than goodwill amortisation
-
323

Capital allowances for year in excess of depreciation
(130,628)
(7,727)

Adjustments to tax charge in respect of prior periods
24,250
(27,430)

Other differences leading to an increase (decrease) in the tax charge
306,634
(114,353)

Transfer pricing adjustments
338,217
254,167

Total tax charge for the year
200,328
(267,503)

Page 25

 
Fire and Security Holdings Limited
 

 
Notes to the financial statements
for the year ended 30 April 2024
 
12.Taxation (continued)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


13.


Intangible assets

Group





Development expenditure
Computer software
Goodwill
Total

£
£
£
£



Cost


At 1 May 2023
-
16,174
22,565,477
22,581,651


Additions
3,255
13,680
5,733,790
5,750,725



At 30 April 2024

3,255
29,854
28,299,267
28,332,376



Amortisation


At 1 May 2023
-
807
5,477,977
5,478,784


Charge for the year
-
10,444
2,829,928
2,840,372


Impairment charge
-
-
838,000
838,000



At 30 April 2024

-
11,251
9,145,905
9,157,156



Net book value



At 30 April 2024
3,255
18,603
19,153,362
19,175,220



At 30 April 2023
-
15,367
17,087,500
17,102,867

Page 26

 
Fire and Security Holdings Limited
 

 
Notes to the financial statements
for the year ended 30 April 2024
 
           13.Intangible assets (continued)

On 31 December 2019, the Group acquired the entire share capital of Senseco Systems Limited. As part of this transaction the Group acquired goodwill. As at 30 April 2024 this goodwill has a carrying value of £5,417,918. There are 5 years and 8 months remaining of the amortisation period as at 30 April 2024.
On 19 February 2021, the Group acquired the entire share capital of Firecheck Contracts Limited. As part of this transaction the Group acquired goodwill. As at 30 April 2024 this goodwill has a carrying value of £1,049,912. There are 6 years and 10 months remaining of the amortisation period as at 30 April 2024.
On 26 February 2021, the Group acquired the entire share capital of CW Fire Group, consisting of CW Fire Solutions Limited and CW Fire Protection Services Limited. As part of this transaction the Group acquired goodwill. As at 30 April 2024 this goodwill has a carrying value of £1,122,109. There are 6 years and 10 months remaining of the amortisation period as at 30 April 2024.
On 8 July 2021, the Group acquired the entire share capital of Arc Monitoring Limited.  As part of this transaction the Group acquired goodwill.  During the year there was an impairment charge of £838,000 in respect of this goodwill.  As at 30 April 2024 this goodwill has a carrying value of £5,719,052.  There are 7 years and 3 months remaining of the amortisation period as at 30 April 2024.
On the 1 February 2023 the group acquired the entire share capital of Power Plus (Dewsbury) Limited.  As part of this transaction the Group acquired goodwill.  As at 30 April 2024 this goodwill has a carrying value of £683,959.  There are 8 years and 3 months remaining of the amortisation period as at 30 April 2024.
On the 5 May 2023 the group acquired the entire share capital of Guide Security Services Limited.  As part of this transaction the Group acquired goodwill.  As at 30 April 2024 this goodwill has a carrying value of £5,160,411.  There are 9 years remaining of the amortisation period as at 30 April 2024.
The goodwill represents the additional value of the Group at the point of the transactions and includes branding, customer base and employee expertise.



Page 27
 


 
Fire and Security Holdings Limited


 

 
Notes to the financial statements
for the year ended 30 April 2024


14.


Tangible fixed assets


Group







Long-term leasehold property
Improve- ments to property
Plant and machinery
Motor vehicles
Fixtures, fittings and equipment
Total

£
£
£
£
£
£



Cost or valuation


At 1 May 2023
1,200,000
23,368
58,259
1,410,392
369,208
3,061,227


Additions
-
-
47,010
1,541,767
141,587
1,730,364


Acquisition of subsidiary
-
-
348
73,347
8,843
82,538


Disposals
-
-
(8,899)
(555,831)
(3,013)
(567,743)



At 30 April 2024

1,200,000
23,368
96,718
2,469,675
516,625
4,306,386



Depreciation


At 1 May 2023
61,597
14,473
13,910
406,760
172,037
668,777


Charge for the year
6,578
3,681
18,413
474,531
84,089
587,292


Disposals
-
-
(5,066)
(303,103)
-
(308,169)



At 30 April 2024

68,175
18,154
27,257
578,188
256,126
947,900



Net book value



At 30 April 2024
1,131,825
5,214
69,461
1,891,487
260,499
3,358,486



At 30 April 2023
1,138,403
8,895
44,349
1,003,632
197,171
2,392,450

Page 28
 
Fire and Security Holdings Limited
 

 
Notes to the financial statements
for the year ended 30 April 2024

           14.Tangible fixed assets (continued)

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2024
2023
£
£



Motor vehicles
1,735,452
930,314


15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 May 2023
24,393,510



At 30 April 2024
24,393,510




Page 29

 
Fire and Security Holdings Limited
 

 
Notes to the financial statements
for the year ended 30 April 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Senseco Systems Limited
6 Ambley Green, Gillingham Business Park, Gillingham, England, ME8 0NJ
Ordinary
100%
Firecheck Contracts Limited
3rd Floor, 100 Wigmore Street, London, England, W1U 3RN
Ordinary
100%
*C.W. Fire Protection Services Limited
6 Ambley Green, Gillingham Business Park, Gillingham, England, ME8 0NJ
Ordinary
100%
*C W Fire Solutions Limited
6 Ambley Green, Gillingham Business Park, Gillingham, England, ME8 0NJ
Ordinary
100%
Arc Monitoring Limited
6 Ambley Green, Gillingham Business Park, Gillingham, England, ME8 0NJ
Ordinary
100%
*Power Plus (Dewsbury) Limited
6 Ambley Green, Gillingham Business Park, Gillingham, England, ME8 0NJ
Ordinary
100%
*Guide Security Services Limited
6 Ambley Green, Gillingham Business Park, Gillingham, England, ME8 0NJ
Ordinary
100%

Companies prefixed with an "*" are not directly owned by the Company.


16.


Stocks

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Raw materials and consumables
250,795
157,537
-
-

Work in progress
1,162,768
557,823
-
-

1,413,563
715,360
-
-


The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 30

 
Fire and Security Holdings Limited
 

 
Notes to the financial statements
for the year ended 30 April 2024

17.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Trade debtors
4,044,991
3,612,220
-
-

Amounts owed by group undertakings
-
-
4,598,136
956,424

Other debtors
96,011
31,190
54,349
17,632

Prepayments and accrued income
430,180
475,929
3,419
642

Deferred taxation
447,328
530,382
732,449
732,449

5,018,510
4,649,721
5,388,353
1,707,147



18.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
4,331,688
3,905,906
1,720
19,881



19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank loans
49,002
47,644
-
-

Trade creditors
1,906,429
2,013,306
9,577
22,693

Amounts owed to group undertakings
-
-
2,333,605
1,774,973

Corporation tax
52,589
431,054
-
-

Other taxation and social security
1,039,428
784,218
-
-

Obligations under finance lease and hire purchase contracts
538,087
274,661
-
-

Other creditors
397,841
250,067
150,066
138,295

Accruals and deferred income
3,634,532
1,656,059
179,981
31,975

7,617,908
5,457,009
2,673,229
1,967,936


Page 31

 
Fire and Security Holdings Limited
 

 
Notes to the financial statements
for the year ended 30 April 2024

20.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank loans
280,930
323,990
-
-

Net obligations under finance leases and hire purchase contracts
1,058,321
616,731
-
-

Amounts owed to group undertakings
34,103,933
27,822,604
34,103,933
27,822,604

35,443,184
28,763,325
34,103,933
27,822,604



The following liabilities were secured:
Group
Group
2024
2023
£
£


Bank loans
329,932
371,634

Obligations under finance lease and hire purchase contracts
1,596,408
891,392

1,926,340
1,263,026

Details of security provided:

The bank loans are secured by fixed and floating charge over one of the subsidiary undertakings and all property and assets present and future, including goodwill, uncalled capital, buildings, fixtures, fixed plant and machinery.
Hire purchase assets are secured by a floating charge over the assets that are being leased.


The aggregate amount of liabilities repayable wholly or in part more than five years after the balance sheet date is:
Group
Group
2024
2023
£
£


Repayable by installments
85,432
119,439

Included within amounts repayable by installments are two bank loans which are repayable by December 2028 and January 2036. They bear interest at rates of 2.19% over the Bank of England base rate and 2.35% over the Bank of England interest rate respectively.

Page 32

 
Fire and Security Holdings Limited
 

 
Notes to the financial statements
for the year ended 30 April 2024

21.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Amounts falling due within one year

Bank loans
49,002
47,644
-
-

Amounts falling due 1-2 years

Bank loans
50,403
49,002
-
-

Due to parent company 1-2 yrs
34,103,933
27,822,604
34,103,933
27,822,604


34,154,336
27,871,606
34,103,933
27,822,604

Amounts falling due 2-5 years

Bank loans
145,095
155,549
-
-

Amounts falling due after more than 5 years

Bank loans
85,432
119,439
-
-

34,433,865
28,194,238
34,103,933
27,822,604



22.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2024
2023
£
£

Within one year
538,087
136,336

Between 1-5 years
1,058,321
616,731

1,596,408
753,067


23.


Deferred taxation


Group



2024


£






At beginning of year
530,382


Charged to profit or loss
(156,393)


Arising on business combinations
73,339



At end of year
447,328

Page 33

 
Fire and Security Holdings Limited
 

 
Notes to the financial statements
for the year ended 30 April 2024
 
23.Deferred taxation (continued)

Company


2024


£






At beginning of year
732,449



At end of year
732,449

The deferred tax asset is made up as follows:

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Accelerated capital allowances
(241,172)
(147,318)
-
-

Non-trade relationship debits carried forward
732,449
732,449
732,449
732,449

Other timing differences
64,549
53,749
-
-

Tax on fair value of property
(108,498)
(108,498)
-
-

447,328
530,382
732,449
732,449


24.


Provisions


Group



Dilapidations

£





At 1 May 2023
115,000


Charged to profit or loss
10,000


Arising on business combinations
80,000



At 30 April 2024
205,000

Page 34

 
Fire and Security Holdings Limited
 

 
Notes to the financial statements
for the year ended 30 April 2024

25.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



1,365,780 (2023 - 1,365,780) A Ordinary shares of £1.00 each
1,365,780
1,365,780
190,696 (2023 - 190,696) B Ordinary shares of £1.00 each
190,696
190,696

1,556,476

1,556,476

Each share class has a right to vote, dividends and capital distribution.



26.
 

Business combinations

On 5 May 2023, the Group acquired the entire share capital of Guide Security Services Limited. The acquisition method of accounting has been used for the purchase. The principal activity of the acquired company is the monitoring of CCTV and alarm systems.

Acquisition of Guide Security Services Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Fair value
£

Fixed Assets

Tangible
82,538

Current Assets

Stocks
423,665

Debtors
1,109,616

Cash at bank and in hand
6,070,151

Total Assets
7,685,970

Creditors

Due within one year
(2,754,131)

Provisions for liabilities
(80,000)

Total Identifiable net assets
4,851,839


Goodwill
5,733,790

Total purchase consideration
10,585,629

Page 35

 
Fire and Security Holdings Limited
 

 
Notes to the financial statements
for the year ended 30 April 2024

26.Business combinations (continued)

Consideration

£


Cash
10,357,559

Directly attributable costs
228,070

Total purchase consideration
10,585,629



The goodwill arising on acquisition is attributable to a number of intangible fixed assets including customer relationships, brands and employee expertise. Goodwill is amortised over its estimated useful economic life of 10 years.

The results of Guide Security Services Limited since acquisition are as follows:

Current period since acquisition
£

Turnover
4,964,873

Profit for the period since acquisition
1,340,859


27.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund. Contributions totaling £43,173 (2023: £76,633) were payable to the fund at the balance sheet date and are included in creditors.


28.


Commitments under operating leases

At 30 April 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Not later than 1 year
216,444
144,995
-
-

Later than 1 year and not later than 5 years
25,000
103,521
-
-

241,444
248,516
-
-

Page 36

 
Fire and Security Holdings Limited
 

 
Notes to the financial statements
for the year ended 30 April 2024

29.


Related party transactions

During previous periods the Group borrowed £22,650,000 in the form of a loan from Foundation Investments Partners II LP, the ultimate parent undertaking. During the year a further £3,750,000 was borrowed.  Additional interest of £2,531,330 was accrued during the year, both the principal amounts of the loan and the interest are disclosed as a non-current liability and are due for repayment on 1 December 2026 and bearing interest at a rate of 8% per annum.  As at 30 April 2024 there is £34,103,934 outstanding on the loan.
During a pervious year another shareholder loaned the company £120,794 on the same terms as the foundation loan.  Interest of £11,772 accrued during the year on this loan.  As at 30 April 2024 there is £150,067 outstanding on this loan.
During the year the group lent one of the Directors £47,648.  As at 30 April 2024 this remains outstanding.
During the period, the Group expensed £60,000 (2023: £60,000) to Foundation Investment Partners LLP, a parent undertaking, for non-executive services. This amount of £nil (2023: £5,000) was still outstanding at the period end and is included within accruals and deferred income.
Key management personnel
All directors and management within the Group who have authority and responsibility for planning, directing and controlling the activities of the Group are considered to be key management personnel. The value of remuneration attributable to the key management personnel is £1,535,836.


30.


Post balance sheet events

On 22 October 2024 the group acquired the entire share capital of Ventec Systems Limited for £1,572,000.  There have been no further post balance sheet events.


31.


Controlling party

The Company's ultimate parent undertaking is Foundation Investment Partners II (GP) LLP, an entity incorporated in England and Wales.
The Company is not under the control of any one individual.

Page 37

 
Fire and Security Holdings Limited
 

 
Notes to the financial statements
for the year ended 30 April 2024
32.


Analysis of net debt







At 1 May 2023
Cash flows
Acquisition and disposal of subsidiaries
New finance leases
Other non-cash changes
At 30 April 2024
£

£

£

£

£

£

Cash at bank and in hand

3,905,906

(5,644,369)

6,070,151

-

-

4,331,688

Debt due after 1 year

(28,146,594)

(3,750,000)

-

-

(2,929,859)

(34,826,453)

Debt due within 1 year

(47,644)

41,702

-

-

(43,060)

(49,002)

Finance leases

(891,392)

622,980

-

(1,263,842)

(64,154)

(1,596,408)


(25,179,724)
(8,729,687)
6,070,151
(1,263,842)
(3,037,073)
(32,140,175)


Page 38