Company registration number 01279131 (England and Wales)
MCS CONTROL SYSTEMS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
MCS CONTROL SYSTEMS LIMITED
COMPANY INFORMATION
Directors
K L Chitty
D C Owen
M H Shadwick
(Appointed 10 October 2023)
Company number
01279131
Registered office
Blake House
3 Frayswater Place
Cowley
Uxbridge
Middlesex
UB82AD
Auditor
Higson & Co (Nottingham) Limited
White House
Wollaton Street
Nottingham
NG1 5GF
MCS CONTROL SYSTEMS LIMITED
CONTENTS
Page
Strategic report
1 - 5
Directors' report
6 - 8
Independent auditor's report
9 - 12
Income statement
13
Statement of financial position
14
Statement of changes in equity
15
Notes to the financial statements
16 - 28
MCS CONTROL SYSTEMS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 1 -
The directors present the strategic report for the year ended 30 June 2024.
Principal activities
Review of the business
The Company's principal activity is to design and manufacture digitally integrated, factory-built equipment and process software. The Company was acquired in 2023 by Galliford Try Holdings plc group and as a result a decision was taken to adopt FRS 101, effective from the start of the previous financial year, as the accounting framework to align with the wider group.
The Company generated revenue of £5,338k (2023: £5,428k) which reflects the Company’s continuous effort in restructuring its activities to profitability. The Company has a cash balance of £306k (2023: £210k) as at 30 June 2024.
Section 172 Companies Act 2006
Section 172(1) of the Companies Act 2006 imposes a general duty on every company director to act, in good faith, in the way they consider would be most likely to promote the success of the Company for the benefit of its shareholders, while taking into account how the Company’s activities and Board decisions will affect its stakeholders. This statement explains how the Company’s Board complies with its obligations under s172 and is integrated and consistent with that disclosed in the consolidated Galliford Try Holdings plc’s (“the Group”) annual report for the year ended 30 June 2024.
The Company recognises the importance of its stakeholders’ views and actively engages with them, proactively considering their interests in the decisions we make and the sustainability objectives we have set ourselves.
Employees
We use the following mechanisms to outline our approach to employee priorities and gather feedback on our interactions:
Engagement through the Group’s Employee Forum; staff inductions with members of the Group’s Executive Board present; Group’s CEO roadshow; Group annual Graduate Welcome event, director site and office visits; Performance Development Reviews, toolbox talks and town halls.
Wider communication tools such as emails, videos, webcasts, while also monitoring various metrics such as employee churn, sickness leave and wider health and safety KPI’s.
Independent support such as access to our Employee Assistance Programme and whistleblowing hotline.
Encouraging and analysing independent employee feedback via surveys or external sites.
Clients
Satisfied clients are essential for a sustainable and profitable business. We use the following mechanisms to outline our approach to client priorities and gather feedback on our interactions:
Direct engagement through face-to-face, video or telephone client meetings; high-quality bid submissions, contract negotiation and management; client satisfaction surveys; site tours; business development activities such as attendance at exhibitions and Meet the Buyer events.
Indirect engagement such as project reports, marketing materials, an up-to-date website, press coverage and engaging in social media.
Project performance feedback.
MCS CONTROL SYSTEMS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 2 -
Supply chain
We rely on suppliers to deliver our principal activities. We use the following mechanisms to outline our approach to supply chain priorities and gather feedback on our interactions:
Direct engagement through Meet the Buyer events; workshops; face-to-face, video or telephone meetings; contract negotiation and management and toolbox talks.
Creating mutually-beneficial relationships through our Advantage through Alignment programme.
Indirect engagement such as via trade associations, project reports, an up-to-date website, press coverage and engaging in social media.
Shareholders
We must act in the interests of our shareholders to maintain the capital needed to fund our activities.
Communities
Through our principal activities, we serve the local communities and meet the needs of local groups, which is key to ensure we continue to be chosen as a partner of choice to carry out their needs.
Direct engagement such as local newsletters, town hall meetings and exhibitions, school and college visits, site tours, Open Doors and local community engagement plans.
Indirect engagement such as an up-to-date website, press coverage and engaging in social media.
Standards of business conduct
The Board is acutely aware of the need to maintain high standards of business conduct. The Galliford Try Holdings plc group, which includes the Company, has a strong ethical culture, underpinned by our values, policies and our Code of Conduct, all of which are endorsed by the Board. The Code of Conduct sets out the ethical standards everyone in Galliford Try must adhere to and provides a framework to ensure we always behave in a way that reflects our values. The Group also has specific policies and procedures to prevent bribery and corruption, as described on page 46 of the Group's annual report for the year ended 30 June 2024.
Environmental impact
The Company’s environmental impact is integrated with, and forms part of, the wider Galliford Try Holdings plc group, details of which is publicly available.
Principal risks, uncertainties and key performance indicators
From the perspective of the Company, the principal risks and uncertainties are integrated with that of the Galliford Try Holdings plc group and are not managed separately. These are discussed within the Group’s annual report.
The directors monitor the Company's revenue, operating profit and cash as its key performance indicators which is noted under the review of business section of this report. The development, performance and position of Galliford Try Holdings plc, which includes the Company, is discussed in the Group’s annual report, which does not form part of this report. The Galliford Try Holdings plc annual report is publicly available
MCS CONTROL SYSTEMS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 3 -
Principal risks and uncertainties
| | |
Work winning: We fail to secure an appropriate pipeline of projects to achieve our revenue and profitability targets | | We manage the potential impact of an economic downturn by building a strong order book. We concentrate on sectors and clients with long-term growth and profitability potential. We focus on securing positions on key procurement frameworks and repeat business with key clients. We have robust review and approval controls for bids and contracts supported by a risk- based heat map tool to ensure that project selection is aligned to our risk appetite.
|
Project delivery: We fail to deliver projects safely, on time, in agreement with contractual terms, and to a high quality for our clients | Programme delays and cost escalation. Poor control of client and subcontractor variations and claims processes. Contractual notices not given as per contract requirements. Poor record-keeping and document management. Poor design quality and/or co-ordination. An imbalance between supply and demand for materials and subcontractors results in higher-than- expected prices. Unrealistic estimates, including cost to complete, inflation estimates, outcomes of disputes, final value included in project
forecasts. | Continued reinforcement of our behavioural safety programme Challenging Beliefs, Affecting Behaviour, and the introduction of Lead Indicators which target no harm. Robust review and approval of contractual terms, pre-contract to ensure we do not sign up to contracts with onerous terms. Monthly cross-disciplinary contract review meetings on all projects. A values-driven approach to project delivery focusing on close collaboration and client satisfaction to enable achievement of end goals for both parties. Standardised formats (value cost analysis and cost and value reconciliation) for monitoring and reporting project performance and forecasts. Comprehensive commercial training. A programme of commercial ‘health checks’ to provide an independent assessment of the
project team’s reported project performance and forecast outturn. |
MCS CONTROL SYSTEMS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 4 -
Resources: We fail to secure the right people and other resources necessary to deliver our projects and manage our business | We are unable to attract, retain and/or develop the right staff to meet our future needs, we mismatch our staffing levels to peaks and troughs in activity or lack diversity. Lack of capacity in the supply chain due to high levels of activity in the water sector. Lack of geographical coverage. Subcontractor insolvency. Failure to comply with fair payment practices.
| We develop long-term relationships with key suppliers and subcontractors to ensure that we remain a priority customer when resources and materials are in short supply. The Group’s Advantage through Alignment programme facilitates greater engagement with our key supply chain members and provides them with greater visibility of our pipeline of projects. We are committed to meeting the requirements of the Prompt Payment Code. We monitor subcontractor financial strength using a credit tracker on the Dun and Bradstreet portal, as well as performing due diligence on an ongoing basis with key suppliers and their management teams. Each business unit reviews its cash forecast weekly and monthly, and the Group prepares a detailed daily cash book forecast for the following eight-week period to highlight any risk of fluctuations
|
| | |
Regulatory compliance: We fail to comply with requirements of the various legal and regulatory regimes in which we operate, resulting in a high-profile breach and regulatory censure | Failure to update our procedures to reflect changes to key legislation and regulations. Failure to provide sufficient and effective training to all staff. Failure to implement effective compliance monitoring processes.
| Galliford Try has comprehensive policies and guidance at every level including our Code of Conduct, mandatory regulatory and cyber security e-learning for all employees, an anonymous and independent whistleblowing helpline, regular legal updates and briefings, six-monthly compliance declarations, and conflict of interest registers and authorisations. The Ethics and Compliance Committee, chaired by the General Counsel & Company Secretary, provides ongoing monitoring and oversight of policy and compliance activity in relation to key areas of legislation.
|
Other information and explanations
General
The Company’s loss for the year was £407k (30 June 2023: loss of £569k), which will be deducted from reserves. Net liabilities as at 30 June 2024 were £4,193k (30 June 2023: net liabilities of £3,785k).
MCS CONTROL SYSTEMS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 5 -
D C Owen
Director
21 March 2025
MCS CONTROL SYSTEMS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 6 -
The directors present their report and audited financial statements of MCS Control Systems Limited ('the Company'), registered number 01279131 for the year ended 30 June 2024.
Results and dividends
The directors do not recommend the payment of a dividend (2023: £nil).
Directors
The present directors of the Company are set out on page 1. The following directors served during the year:-
Employees
The Company is an equal opportunities employer.
It is the Company’s policy to give full and fair consideration to applications for employment by disabled persons, to continue wherever possible the employment of those who became disabled and to provide equal opportunities for the training, retraining, career development and promotion of disabled persons.
The establishment and maintenance of safe working practices are of the greatest importance to the Company and special training in health and safety is provided for employees.
Within the bounds of commercial confidentiality, management disseminates information to, and consults with, all levels of staff about matters that affect the progress of the Company and are of interest and concern to them as employees. This has been achieved through road shows hosted at all the major business sites and through updates on the intranet. The Company also encourages employee involvement in the Company's performance by the operation of employee incentive schemes in collaboration with the Group.
Further details are included within the section 172 statement within the Strategic report.
Directors' confirmations
In the case of each director in office at the date the Directors’ report is approved:
so far as the director is aware, there is no relevant audit information of which the Company’s auditors are unaware; and
they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the Company’s auditors are aware of that information.
Political donations
The Company is exempt from disclosing political and charitable donations as it is a wholly owned subsidiary incorporated in the United Kingdom.
MCS CONTROL SYSTEMS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 7 -
Financial instruments
Financial risk management
The Company’s operations expose it to a variety of financial risks, including the effects of credit risk, liquidity risk, cash flow risk and interest rate risk. The policies to mitigate the potential impact of these financial risks are set by the directors, who monitor their effectiveness on a monthly basis during board meetings.
Where appropriate, credit checks are made prior to the acceptance of a new customer and these are reviewed on a periodic basis together with ongoing checks in respect of existing customers. Weekly reviews of the debtors ledger are carried out with the finance and sales teams and action initiated, as appropriate, to collect any overdue amounts, thus optimising the Company’s liquidity position.
Treasury is managed at both the local company and wider group level, which gives a further level of support, which includes the review of interest rates and banking arrangements. Future cash projections and liquidity requirements are reviewed on an ongoing basis.
The wider Group actively maintains an appropriate level of cash reserves that are available for operations and planned expansions of the Group and Company as a whole. The Group ensures that sufficient cash reserves are made available to its subsidiary undertakings, including the Company.
Additional information on the Group's financial risk management which is consistent with each subsidiary (including the Company) can be found in the consolidated group financial statements of Galliford Try Holdings plc copies of which are publicly available.
Post reporting date events
No matters have arisen since the year end that requires disclosure in the financial statements.
Future developments
The directors do not expect any significant changes to the principal activities of the Company in the foreseeable future.
Auditor
Higson & Co (Nottingham) Limited were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Statement of directors' responsibilities
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; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
MCS CONTROL SYSTEMS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 8 -
Going concern
The Company is part of the wider Galliford Try Holdings plc group (the “Group”), and the directors of
the Group have assessed the full cash requirements of each Company over the coming 12 months.
Since 30 June 2024, the Group has maintained substantial cash balances, no debt, and a strong
forward secured order book with this expected to continue for the foreseeable future.
The directors of the Group have provided a letter of support that the Group will provide sufficient
operational and financial support to the Company to enable it, in the normal course of business, to meet
its liabilities as they fall due and carry on its business without curtailment for the foreseeable future.
Given the financial strength of the wider Group the directors consider that this financial support will
enable the Company to discharge its obligations in the ordinary course of business for a period of at
least twelve months from the date when the financial statements are authorised for issue. The directors
therefore consider it appropriate to continue to prepare the financial statements on a going concern
basis.
Qualifying third-party and pension scheme provisions
The Group maintains appropriate Directors’ and Officers’ Liability Insurance. In addition, individual qualifying third-party indemnities are given to the directors which comply with the provisions of Section 236 of the Companies Act 2006, and were in force throughout the year and up to the date of signing the Annual Report.
On behalf of the board
D C Owen
Director
21 March 2025
MCS CONTROL SYSTEMS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MCS CONTROL SYSTEMS LIMITED
- 9 -
Opinion
In our opinion the financial statements:
give a true and fair view of the state of the Company’s affairs as at 30 June 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of MCS Control Systems Limited (“the Company”) for the year ended 30 June 2024 which comprise the Income statement, the Balance sheet, the Statement of changes in equity and the notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).
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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
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 directors are responsible for the other information. The other information comprises the information included in the Annual report and financial statements, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
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.
MCS CONTROL SYSTEMS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MCS CONTROL SYSTEMS LIMITED (CONTINUED)
- 10 -
Other Companies Act 2006 reporting
In our opinion, based on the work undertaken in the course of the 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.
Matters on which we are required to report by exception
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 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, 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' report, 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'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 financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
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:
MCS CONTROL SYSTEMS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MCS CONTROL SYSTEMS LIMITED (CONTINUED)
- 11 -
Non-compliance with laws and regulations
Based on:
Our understanding of the Company and the industry in which it operates;
Discussion with management and those charged with governance; and
Obtaining an understanding of the Company’s policies and procedures regarding compliance with laws and regulations
we considered the significant laws and regulations to be, but not limited to, the Companies Act 2006 and UK tax legislation.
The Company is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be the health and safety legislation.
Our procedures in respect of the above included:
Review of minutes of meetings of those charged with governance for any instances of non- compliance with laws and regulations;
Review of correspondence with tax authorities for any instances of non-compliance with laws and regulations;
Review of financial statement disclosures and agreeing to supporting documentation; and
Testing operating effectiveness of controls around procurement and tendering process.
MCS CONTROL SYSTEMS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MCS CONTROL SYSTEMS LIMITED (CONTINUED)
- 12 -
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;
Obtaining an understanding of the Company’s policies and procedures relating to:
Detecting and responding to the risks of fraud; and
Internal controls established to mitigate risks related to fraud.
Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud;
Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; and
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.
Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls that are otherwise operating effectively.
Our procedures in respect of the above included:
Testing a sample of journal entries throughout the year, which met a defined risk criteria and considered whether there was evidence of bias by the Directors within the significant judgements and estimates by agreeing to supporting documentation; and
Assessing significant estimates made by management for bias.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
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.
Simon Skill FCA (Senior Statutory Auditor)
For and on behalf of Higson & Co (Nottingham) Limited, Statutory Auditor
Chartered Accountants
White House
Wollaton Street
Nottingham
NG1 5GF
21 March 2025
MCS CONTROL SYSTEMS LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024
- 13 -
2024
2023
Notes
£000
£000
Revenue
3
5,339
5,426
Cost of sales
(4,025)
(4,525)
Gross profit
1,314
901
Administrative expenses
(1,910)
(1,938)
Operating loss
4
(596)
(1,037)
Finance costs
7
(26)
(20)
Loss before taxation
(622)
(1,057)
Tax on loss
8
215
488
Loss and total comprehensive income for the financial year
(407)
(569)
MCS CONTROL SYSTEMS LIMITED
STATEMENT OF FINANCIAL POSITION
- 14 -
2024
2023
Notes
£000
£000
£000
£000
Non-current assets
Property, plant and equipment
10
516
518
Deferred tax asset
16
9
7
525
525
Current assets
Trade and other receivables
12
4,267
2,779
Cash and cash equivalents
306
210
4,573
2,989
Current liabilities
13
(8,776)
(6,740)
Net current liabilities
(4,203)
(3,751)
Total assets less current liabilities
(3,678)
(3,226)
Non-current liabilities
13
(276)
(321)
Provisions for liabilities
Other provisions
17
(239)
(239)
Net liabilities
(4,193)
(3,786)
Equity
Called up share capital
Other reserves
19
53
53
Retained earnings
(4,246)
(3,839)
Total equity
(4,193)
(3,786)
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 21 March 2025 and are signed on its behalf by:
D C Owen
Director
Company registration number 01279131 (England and Wales)
MCS CONTROL SYSTEMS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 15 -
Share capital
Other reserves
Retained earnings
Total
£000
£000
£000
£000
Balance at 1 July 2022
-
53
(3,270)
(3,217)
Year ended 30 June 2023:
Loss and total comprehensive income
-
-
(569)
(569)
Balance at 30 June 2023
53
(3,839)
(3,786)
Year ended 30 June 2024:
Loss and total comprehensive income
-
-
(407)
(407)
Balance at 30 June 2024
53
(4,246)
(4,193)
MCS CONTROL SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 16 -
1
Accounting policies
Company information
MCS Control Systems Limited ('the Company') is a limited company incorporated and domiciled in England and Wales (Registered number: 01279131). The address of the registered office is MCS Control Systems Limited, Blake House, 3 Frayswater Place, Cowley, Uxbridge, Middlesex, UB8 2AD. Refer to note 20 for details of the immediate and ultimate parent undertaking. The principal activity of the Company is set out on page 2.
The financial statements are measured and presented in pounds sterling as that is the currency of the primary economic environment in which the Company operates. The amounts stated are denominated in thousands (£'000).
1.1
Accounting convention
The Company meets the definition of a qualifying entity under FRS 101 (Financial Reporting Standard 101) issued by the Financial Reporting Council. Accordingly, in the period ended 30 June 2023, the Company has undergone transition from reporting under FRS 102 to FRS 101 as issued by the Financial Reporting Council. The financial statements have therefore been prepared in accordance with United Kingdom Accounting Standards in particular, FRS 101 (Financial Reporting Standard 101) ‘Reduced Disclosure Framework’ as issued by the Financial Reporting Council and the Companies Act 2006 (the Act).
These financial statements apply the recognition, measurement and presentation requirements of international accounting standards in conformity with the requirements of the Act but make amendments where necessary in order to comply with the Act and take advantage of the FRS 101 disclosure exemptions.
The Company is a qualifying entity for the purposes of FRS 101. The financial statements of the Company have been prepared in accordance with FRS 101 and under the historical cost convention and in accordance with the Companies Act 2006.
Note 20 gives details of the Company’s ultimate parent and from where its consolidated financial statements can be obtained which are prepared in accordance with UK-adopted International Accounting Standards and with the requirements of the Companies Act 2006.
The disclosure exemptions adopted by the Company in accordance with FRS 101 are as follows:
The requirements of IAS 7 to present a cash flow statement.
The requirements of paragraph 45(b) and 46 to 52 of IFRS 2, Share Based Payments.
The requirements of IFRS 7, Financial Instrument Disclosures.
The requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement.
The requirements of paragraph 30 and 31 of IAS 8 Accounting Policies.
The requirements of paragraph 17 of IAS 24, Related Party Disclosures, and the requirements in IAS 24 to disclose related party transactions between two members of the Galliford Try Holdings group.
The requirements of paragraph 134 (d) to 134 (f) of IAS 36 Impairment of Assets.
The requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers.
The requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases. The requirements of paragraph 58 of IFRS 16, provided that the disclosure of details of indebtedness required by paragraph 61(1) of Schedule 1 to the Regulations is presented separately for lease liabilities and other liabilities, and in total.
Certain disclosure requirements under IFRS 12 Disclosure of Interests in Other Entities.
Certain disclosure requirements of Paragraph 38 and 40 of IAS 1, Presentation of financial statements
MCS CONTROL SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 17 -
1.2
Going concern
The Company is part of the wider Galliford Try Holdings plc group (the “Group”), and the directors of the Group have assessed the full cash requirements of each Company over the coming 12 months. Since 30 June 2024, the Group has maintained substantial cash balances, no debt, and a strong forward secured order book with this expected to continue for the foreseeable future.true
The directors of the Group have provided a letter of support that the Group will provide sufficient operational and financial support to the Company to enable it, in the normal course of business, to meet its liabilities as they fall due and carry on its business without curtailment for the foreseeable future. Given the financial strength of the wider Group the directors consider that this financial support will enable the Company to discharge its obligations in the ordinary course of business for a period of at least twelve months from the date when the financial statements are authorised for issue. The directors therefore consider it appropriate to continue to prepare the financial statements on a going concern basis.
1.3
Revenue and profit recognition
In order to determine the profit and loss that the Company is able to recognise on its service contracts in a specific period, the Company has to allocate total costs of the contracts between the proportion completing in the period and the proportion to complete in a future period. The assessment of the total costs to be incurred and final contract value requires a degree of estimation.
The estimation of final contract value includes assessments of the recovery of variations which have yet to be agreed with the client, compensation events and claims where these meet the criteria set out in the Company’s accounting policies and are in accordance with IFRS 15 Revenue from Contracts with Customers and are therefore highly probable to be agreed. The amount of these variations and claims can be substantial and at any time, these are often not fully agreed with the customer due to timing and requirements of the normal contractual process.
The Company recognises recoveries of claims from clients in certain situations where clear entitlement has been established such as through dispute-resolution processes. Therefore, assessments are based on an estimate of the potential cost impact of the compensation events and revenue is constrained to the extent that amounts that the Company believes are highly probable of not being subject to a significant reversal.
Revenue is recognised over time in fulfilling the performance obligation. Revenue comprises the fair value of the consideration received or receivable net of rebates, discounts and value added tax. Where consideration is subject to variability, the Company estimates the amount receivable. Revenue recognised is constrained to the amount which is highly probable not to result in a significant reversal in future periods.
Where a modification to an existing contract occurs, the Company assesses the nature of the modification and whether it represents a separate performance obligation required to be satisfied or whether it is a modification to the existing performance obligation.
1.4
Dividend policy
Final dividend distribution to the Company's shareholders is recognised as a liability in the Company's financial statements in the year in which the dividends are approved by the Company's shareholders. Interim dividends are recognised when paid.
MCS CONTROL SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 18 -
1.5
Property, plant and equipment
All property, plant and equipment is stated at cost less accumulated depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated to write off the cost of each asset to estimated residual value over its expected useful life. The annual rates of depreciation on cost are as follows:
Leasehold land and buildings
10% on cost
Computer equipment
33% on cost
Plant and equipment
15% on cost
Motor vehicles
25% on cost
In addition to systematic depreciation, the book value of property, plant and equipment would be written down to estimated recoverable amount should any impairment in the respective carrying values be identified. The asset residual values, carrying values and useful lives are reviewed on an annual basis and adjusted if appropriate at each balance sheet date. Repairs and maintenance expenditure is expensed as incurred on an accruals basis.
1.6
Trade and other receivables
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost, using the effective interest method, less provision for impairment. A provision for impairment of trade and other receivables is established based on an expected credit loss model (general or simplified approach as detailed under impairment of financial assets). The amount of the loss is recognised in the income statement.
When a trade and other receivable is uncollectible, it is written off against the impairment provision for trade receivables. Subsequent recoveries of amounts previously written off are credited to the income statement. Short-term trade and other receivables do not carry any interest and are stated at their amortised cost, as reduced by appropriate allowances for estimated irrecoverable amounts.
1.7
Cash and cash equivalents
Cash and cash equivalents are carried in the balance sheet at nominal value. Bank deposits with an original term of more than three months are classified as short-term deposits where the cash can be withdrawn on demand and the penalty for early withdrawal is not significant.
1.8
Trade and other payables
Trade and other payables on normal terms are not interest bearing and are stated at their nominal value.
1.9
Retirement benefit obligations
The Company operates a defined contribution pension scheme. The pension cost charge disclosed in note 3 represents contributions payable by the Company to the fund. Contributions to the defined contribution schemes are determined as a percentage of employees’ earnings and are charged to the income statement on an accruals basis.
MCS CONTROL SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 19 -
1.10
Taxation
Current income tax is based on the taxable profit for the year. Taxable profit differs from profit before taxation recorded in the income statement because it excludes items of income or expense that are taxable or deductible in other years or that are never taxable or deductible. The liability for current tax is calculated using rates that have been enacted, or substantively enacted, by the balance sheet date.
The Company surrenders tax losses and other allowances by group relief to other companies within the Galliford Try Holdings plc group. The party accepting such surrender pays the Company an amount equal to the amount of tax such accepting party would have paid but for such surrender.
Deferred income tax is provided using the balance sheet liability method, providing for all temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes with the exception of the initial recognition of goodwill arising on an acquisition.
Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the timing differences are expected to reverse, based on rates and laws that have been enacted or substantively enacted by the balance sheet date. A deferred tax asset is only recognised when it is more likely than not that the asset will be recoverable in the foreseeable future out of suitable taxable profits from which the underlying temporary differences can be deducted.
Deferred income tax is charged or credited through the income statement, except when it relates to items charged or credited through comprehensive income, when it is charged or credited there.
1.11
Provisions for liabilities
Provisions are made when an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the Income Statement in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the Balance sheet.
Where the Company has a legal obligation, a dilapidations provision is created. The provision is a best estimate of the cost to return leased properties to their original condition upon termination of the lease and are reviewed annually.
1.12
Leases
Leases are recognised as a right–of–use asset and a corresponding liability at the date at which the leased asset is available for use by the Company. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease term at a constant periodic rate of interest on the remaining balance of the liability. The right–of–use asset is depreciated over the lease term on a straight–line basis unless the useful life of the asset is shorter than the lease term.
1.13
Interest income and expense
Interest income and expense is recognised on a time proportion basis using the effective interest method.
1.14
Grants (including research and development expenditure credits) are recognised when there is reasonable assurance that the Group will comply with the conditions attaching to them and the grants will be received. The grants are recognised in the income statement over the periods necessary to match them with the related costs which they are intended to compensate, on a systematic basis.
MCS CONTROL SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 20 -
2
Critical accounting estimates and judgements
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about the carrying value of assets and liabilities which are not readily apparent from other sources.
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 if the revision affects only that period, or in the period of revision and future periods if the revision affects both current and future periods.
Revenue and profit recognition as indicated above is considered the only critical estimate and judgement.
3
Revenue
Revenue
Revenue and profit are recognised as follows:
| Nature, timing of satisfaction of performance obligations and significant payment terms |
| Contracts are typically accounted for as a single performance obligation; even when a contract (or multiple combined contracts) includes several service elements, they are considered to form a single performance obligation as the elements are not distinct in the context of the contract given that each is highly interdependent of the other. The Company typically receives payments from the customer based on a contractual schedule of value that reflects the timing and performance of service delivery. Revenue is therefore recognised over time (the period of construction) based on an input model (reference to costs incurred to date). Un-invoiced amounts are presented as contract assets. Management do not expect a financing component to exist. |
Disaggregation of revenue
The Company derives its revenue from contracts with customers and relates to one class of business all generated in the UK. All revenue is recognised over time.
2024
2023
£000
£000
Revenue analysed by class of business
Fixed price
5,339
5,426
MCS CONTROL SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 21 -
4
Operating loss
2024
2023
Operating loss for the year is stated after charging/(crediting):
£000
£000
Depreciation of property, plant and equipment
218
178
Amortisation of intangible assets
-
8
5
Employees
2024
2023
Number
Number
Production and sales
44
42
Administration and support
17
23
Total
61
65
Their aggregate remuneration comprised:
2024
2023
£000
£000
Wages and salaries
2,452
2,338
Social security costs
234
242
Pension costs
132
71
2,818
2,651
The disclosure above includes employees who are employed by Galliford Try Employment Limited, a fellow subsidiary company, who are seconded to MCS Control Systems Limited, and their costs are recharged to the Company accordingly.
6
Directors' remuneration
2024
2023
£000
£000
Remuneration for qualifying services
81
140
Company pension contributions to defined contribution schemes
11
5
92
145
The emoluments of two directors are paid by other subsidiaries within the Group. These directors are also directors of fellow subsidiaries of Galliford Try Holdings plc and it is not possible to make an accurate apportionment in respect of their emoluments to this subsidiary. Accordingly, the above details include no emoluments in respect of these directors. Their emoluments are disclosed where appropriate in the financial statements of the companies where their remuneration is paid.
MCS CONTROL SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 22 -
7
Finance costs
2024
2023
£000
£000
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
4
3
Interest on lease liabilities
22
17
26
20
8
Taxation
2024
2023
£000
£000
Current tax
UK corporation tax on profits for the current period
(160)
(225)
Adjustments in respect of prior periods
(56)
(270)
Total UK current tax
(216)
(495)
Deferred tax
Origination and reversal of temporary differences
3
7
Adjustment in respect of prior periods
(2)
1
7
Total tax (credit)
(215)
(488)
The charge for the year can be reconciled to the loss per the income statement as follows:
2024
2023
£000
£000
Loss before taxation
(622)
(1,057)
Expected tax credit based on a corporation tax rate of 25.00% (2023: 20.50%)
(156)
(217)
Effect of expenses not deductible in determining taxable profit
(2)
(2)
Adjustment in respect of prior years
(57)
Effect of change in UK corporation tax rate
(269)
Taxation credit for the year
(215)
(488)
MCS CONTROL SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 23 -
9
Intangible fixed assets
Software
£000
Cost
At 30 June 2023
22
Disposals
(1)
At 30 June 2024
21
Amortisation and impairment
At 30 June 2023
22
Eliminated on disposals
(1)
At 30 June 2024
21
Carrying amount
At 30 June 2024
At 30 June 2023
10
Property, plant and equipment
Leasehold land and buildings
Plant and equipment
Computer equipment
Motor vehicles
Total
£000
£000
£000
£000
£000
Cost
At 1 July 2023
780
176
97
180
1,233
Additions
7
6
193
206
Disposals
(7)
(11)
(18)
At 30 June 2024
787
176
96
362
1,421
Accumulated depreciation and impairment
At 1 July 2023
438
112
59
106
715
Charge for the year
87
34
24
73
218
Eliminated on disposal
(7)
(21)
(28)
At 30 June 2024
525
146
76
158
905
Carrying amount
At 30 June 2024
262
30
20
204
516
At 30 June 2023
342
64
38
74
518
MCS CONTROL SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
10
Property, plant and equipment
(Continued)
- 24 -
Property, plant and equipment includes right-of-use assets, as follows:
Land and buildings
Plant and equipment
Motor vehicles
Total
£000
£000
£000
£000
Net carrying value at 1 July 2022
393
72
65
530
Additions
-
5
51
56
Depreciation charge
(75)
(34)
(42)
(151)
Net carrying value at 30 June 2023
318
43
74
435
Additions
-
-
193
193
Disposals
-
-
(11)
(11)
Depreciation charge
(75)
(34)
(52)
(161)
Net carrying value at 30 June 2024
243
9
204
456
11
Contracts with customers
2024
2023
2023
Period end
Period end
Period start
£000
£000
£000
Contracts in progress
Contract assets
1,554
899
474
Contract liabilities
(204)
(504)
(1,320)
Contract assets and liabilities are included within "trade and other receivables" and "trade and other payables" respectively on the face of the Balance Sheet. Where there is a corresponding contract asset and liability in relation to the same contract, the balance shown is the net position. The timing of work performed (and thus revenue recognised), billing profiles and cash collection, results in trade receivables (amounts billed to date and unpaid), contract assets (unbilled amounts where revenue has been recognised) and contract liabilities (customer advances and deposits), where no corresponding work has yet to be performed, being recognised on the Company’s balance sheet.
Significant changes in the period
2024
2023
Contract assets
Contract liabilities
Contract assets
Contract liabilities
£000
£000
£000
£000
Revenue recognised in the reporting period that was included in the contract liability balance at the beginning of the period
899
(504)
474
(1,320)
Revenue recognised in the reporting period from performance obligations satisfied (or partially satisfied) in previous periods
4,268
-
5,428
-
Transfers in the period from contract assets to trade receivables
(3,613)
-
(5,003)
-
Net cash received in advance of performance obligations being fully satisfied
-
300
-
816
MCS CONTROL SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 25 -
12
Trade and other receivables
2024
2023
£000
£000
Trade receivables
1,112
793
Provision for bad and doubtful debts
(16)
-
1,096
793
Contract assets (note 11)
1,554
899
Corporation tax recoverable
1,009
481
VAT recoverable
166
52
Amounts owed by fellow group undertakings
221
Other receivables
130
108
Prepayments and accrued income
91
446
4,267
2,779
Amounts owed by Group undertakings do not bear interest, have no fixed date of repayment and are repayable on demand.
13
Liabilities
Current
Non-current
2024
2023
2024
2023
Notes
£000
£000
£000
£000
Trade and other payables
14
8,574
6,555
Lease liabilities
15
202
185
276
321
8,776
6,740
276
321
14
Trade and other payables
2024
2023
£000
£000
Trade payables
494
332
Contract liabilities (note 11)
204
504
Amounts owed to fellow group undertakings
7,233
5,565
Accruals and deferred income
426
154
Other payables
217
-
8,574
6,555
Amounts owed to fellow group undertakings are non-interest bearing, unsecured and repayable on demand
MCS CONTROL SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 26 -
15
Lease liabilities
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
2024
2023
£000
£000
Current liabilities
202
185
Non-current liabilities
276
321
478
506
2024
2023
Amounts recognised in profit or loss include the following:
£000
£000
Interest on lease liabilities
22
17
Other leasing information is included in note .
16
Deferred taxation
Assets
2024
2023
£000
£000
Deferred tax balances
9
7
Deferred tax assets are expected to be recovered after more than one year.
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.
ACAs
£000
Balance at 1 July 2022
Deferred tax movements in prior year
Credit/(charge) to profit or loss
7
Asset at 1 July 2023
7
Deferred tax movements in current year
Credit/(charge) to profit or loss
2
Asset at 30 June 2024
9
MCS CONTROL SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
16
Deferred taxation
(Continued)
- 27 -
Deferred income tax is calculated in full on temporary differences under the liability method and is measured at the average tax rates that are expected to apply in the periods in which the timing differences are expected to reverse.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current income tax assets against current tax liabilities.
Deferred income tax assets have been recognised in respect of all the losses and other temporary differences because it is probably that these will be recovered.
17
Provisions for liabilities
2024
2023
£000
£000
239
239
Movements on provisions:
£000
At 1 July 2023 and 30 June 2024
239
Provisions is recorded for dilapidations of premises the Company occupies. The timing of any potential future outflows is between 3 to 6 years.
18
Retirement benefit schemes
2024
2023
Defined contribution schemes
£000
£000
Charge to profit or loss in respect of defined contribution schemes
132
71
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
19
Other reserves
2024
2023
£000
£000
At the beginning and end of the year
53
53
MCS CONTROL SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 28 -
20
Contingent liabilities
The ultimate parent company Galliford Try Holdings plc and Group subsidiary companies have entered into financial guarantees and counter indemnities in respect of bank and performance bonds issued on behalf of the group undertakings, in the normal course of the business amounting to £182.1m (2023: £165.5m).
Disputes arise in the normal course of business, some of which lead to litigation or arbitration procedures. The directors make proper provision in the financial statements when they believe a liability exists. Whilst the outcome of disputes and arbitration is never certain, the directors believe that the resolution of all existing actions will not have a material adverse effect on the Company's financial position.
21
Controlling party
The entire share capital of the Company is owned by Galliford Try Construction Limited. The immediate parent undertaking is Galliford Try Construction Limited which is registered in England and Wales. The ultimate parent undertaking and controlling party is Galliford Try Holdings plc, which is registered in England and Wales. This is the only company into which the Company's results are consolidated. Copies of the consolidated Group financial statements of Galliford Try Holdings plc are publicly available from Galliford Try Holdings plc, Blake House, 3 Frayswater Place, Cowley, Uxbridge, Middlesex, UB8 2AD and on the Galliford Try Holdings plc website.
22
Post balance sheet events
No matters have arisen since the year end that requires disclosure in the financial statements.
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