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Checkmate Fire Solutions Limited

Registered number: 04849245
Annual report and
 financial statements
For the year ended 30 September 2024

 
CHECKMATE FIRE SOLUTIONS LIMITED
 
 
COMPANY INFORMATION


Directors
SR Calverley (appointed 22 March 2024)
JW Lewthwaite 
JG Marsh (appointed 22 March 2024)
GJ Slattery 
DP Woffendin 




Registered number
04849245



Registered office
The Second Floor
Rosemount House

Rosemount Estate

Huddersfield Road

Elland

HX5 0EE




Independent auditor
Forvis Mazars LLP
Chartered Accountants & Statutory Auditor

5th Floor

3 Wellington Place

Leeds

LS1 4AP





 
CHECKMATE FIRE SOLUTIONS LIMITED
 

CONTENTS



Page
Strategic Report
 
1 - 4
Directors' Report
 
5 - 7
Independent Auditor's Report
 
8 - 11
Statement of Comprehensive Income
 
12
Statement of Financial Position
 
13
Statement of Changes in Equity
 
14
Notes to the Financial Statements
 
15 - 32


 
CHECKMATE FIRE SOLUTIONS LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Introduction
 
The Directors present the strategic report for the year ended 30 September 2024.

Principal activity and fair review of the business
 
The principal activity of the Company is the installation and inspection of passive fire protection.
During the year, Checkmate increased its turnover by 8.6% to £40.5m. The growth was predominantly driven by increased work from multi-year framework agreements, as the business continues its strategy of building long-term relationships with customers across the healthcare, education, government, social housing and commercial sectors. 
Checkmate continued to invest in its operating infrastructure to facilitate continued growth. The number of employees increased from 157 to 207, with a particular increase in project delivery capabilities as the business further develops its nationwide presence and range of services offered. Significant investment was also made in quality control, IT Systems and governance. The Company continues to focus on training and development of its staff through its training facility in Sheffield. This promotes its emphasis on quality and excellence and Checkmate was awarded the ASFP training and development award for the second year running. 
The results for the year are set out in the statement of comprehensive income on page 12. Some key metrics used by the Directors are shown below. The Adjusted EBITDA reflects add-backs for exceptional and one-off costs, in particular costs incurred as a result of securing new investment during the year:


2024
£  
2023
£
Turnover
 40,486,658
 37,290,593
Gross profit %
32.3%
33.9%
Profit before tax
2,630,789 
4,098,213 
Cash at bank and in hand
3,166,060 
1,882,463 
Shareholders' funds
10,197,996 
9,048,649 
Adjusted Earnings before interest, tax, depreciation and amortisation (EBITDA)
4,372,207
4,211,960

Investment

On 22 March 2024, the Company’s ultimate parent undertaking, Checkmate Holdings Group Limited, was acquired by Bay Bidco Limited, a newly established entity. Funding for the acquisition was provided by a bank loan, some of the previous shareholders of Checkmate Holdings Group Limited, in particular some key members of the current management team, and funds managed by IK Partners, a pan- European private equity firm. On the same date, the outstanding loan stock and accrued interest were repaid, and new funding was introduced into the Group by way of a bank loan and preference shares. Management have invested in the Group and remain committed to its ongoing growth and expansion as a market leader in the fire protection market.
 
As part of this change in ownership, exceptional items of £1,079,483 have been recognised in the Company Statement of Comprehensive Income for the year ended 30 September 2024. These costs were directly attributable to the change in ownership and should be considered separate to the business’ trade. These costs have been added back to the EBITDA KPI above, to give a true reflection of the trading performance of the business. 

Other one-off costs of £608,490 have also been added back to the Adjusted EBITDA. These costs relate to non-recurring expenses incurred by the business during the financial year and are not considered to be in the course of the usual trade. The Adjusted EBITDA represents an accurate picture of the Company's underlying trading performance.
Page 1

 
CHECKMATE FIRE SOLUTIONS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Principal risks and uncertainties
 
The Company has continued to efficiently manage its resources and maintain strong relationships with its customers and suppliers. Steps have been taken during the year to further safeguard product and resource availability and to forge stronger relationships with key strategic customers and suppliers. The Directors continue to audit the supply chain as appropriate in order to maintain high quality levels and have further invested in the management of this maturing supply chain with dedicated resource. The Directors are confident that the continuing growth prospects of the company, due to market share, regional and product growth should result in increased turnover and profits.
The Directors continue to monitor the impact of cost inflation and its potential impact on the business.
The Directors have considered the risks facing the company and continually address these to minimise any future impact.
The main risk and uncertainty of the company is cost inflation in the sector. The Directors and management are updating pricing models frequently to mitigate these risks.

Outlook

The business development pipeline is strong and detailed forecasts indicate that the financial year to 30 September 2025 is on track to deliver strong growth and profits. Several new, long-term contracts have been secured to underpin the continued growth.
The regulatory environment in our core marketplaces continues to drive the need for passive fire protection. We have further developed our fire inspection and survey capability and are assisting customers to understand their passive fire compliance. This activity is assisting in driving future growth in contract works as clients commission the company to undertake survey recommendations. We are also investing in a new product and service in fire dampers, with dedicated resource allocated to grow this area of the business.
From the regular financial position forecasts that are prepared, the Directors remain confident that based on the business liquidity position and the strong pipeline, the Group is in a Going Concern position and sufficiently able to service its debt and comply with all banking covenants.

Page 2

 
CHECKMATE FIRE SOLUTIONS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Directors' statement of compliance with duty to promote the success of the Company
 
The Directors of the Company act in accordance with the set of duties as detailed in s172 of the UK Companies Act 2006 which is summarised as follows:
“A director of a company must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its shareholders as a whole and, in doing so have regard (amongst other matters) to:
 
The likely consequences of any decisions in the long-term;
The interests of the company’s employees;
The need to foster the company’s business relationships with suppliers, customers and others;
The impact of the company’s operations on the community and environment;
The desirability of the company maintaining a reputation for high standards of business conduct; and;
The need to act fairly as between shareholders of The Company;
 
The following paragraphs summarise how the Directors’ fulfil their duty to promote the success of the Company:
Our Stakeholders
The Directors consider that the following groups are the Company's key stakeholders: Employees, Customers, Suppliers, Shareholders & Third Party Debt Holders.
Employees 
The Directors believe that the Company's success is aligned with the interests and well-being of its employees. We continue to invest in our Training Facility in Sheffield, providing training opportunities for all levels and roles within the business. We also support our employees through the provision of various benefits such as a salary exchange pension scheme and healthcare support. We strive to regularly communicate our strategy with our teams through our business forums, recognising outstanding performance and the importance of our company Company’s values with our ‘Moments that Matter’ awards. 
Customers
The Directors understand the importance of being not only a supplier, but a partner to our customers, supporting them with ensuring the safety and compliance of the passive fire protection in their buildings. Our focus is on delivering both a high-quality product and seamless service to our customers, giving them confidence in our solutions.
We have a strong management team in place to support our customers, from divisional directors, customer relationship managers, technical managers and commercial leads to ensure their requirements are met. 
Suppliers
Subcontractors, labour agencies and other suppliers are a key part of the Company’s ongoing trade. We maintain key relationships with these organisations and have invested in dedicated resource in our internal supply chain management team to continue to develop and mature these relationships. Our relationships with our supply chain are critical to enabling the high quality of service and value that we provide our customers.
Shareholders and third party debt holders 
The Directors look to maintain the Company as a sound investment with a clear strategy for growth. The Directors work closely with the shareholders and third party debt holders to keep them appraised of the ongoing performance of the business.

Page 3

 
CHECKMATE FIRE SOLUTIONS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024


This report was approved by the board on 29 April 2025 and signed on its behalf.



JW Lewthwaite
Director

Page 4

 
CHECKMATE FIRE SOLUTIONS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

The Directors present their report and the financial statements for the year ended 30 September 2024.

Directors' responsibilities statement

The Directors are responsible for preparing the Strategic Report, the Directors' 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 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 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 for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

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

Results and dividends

The profit for the year, after taxation, amounted to £2,649,347 (2023 - £3,201,593).

Dividends of £1,500,000 were paid in the year (2023 - £Nil).

Directors

The Directors who served during the year were:

SR Calverley (appointed 22 March 2024)
JW Lewthwaite 
JG Marsh (appointed 22 March 2024)
GJ Slattery 
DP Woffendin 
JD Heaton (resigned 22 March 2024)

Page 5

 
CHECKMATE FIRE SOLUTIONS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Financial Instruments

The company manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the company has sufficient liquid resources to meet the operating needs of the business.
The company is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on floating rate deposit, bank overdrafts and loans. The company uses interest rate derivatives to manage the mix of fixed and variable rate debt so as to reduce its exposure to changes in interest rates.
Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board.
All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Company has taken the option to exclude any information relating to energy and carbon reporting as it is included in the consolidated accounts of the parent company.

Matters covered in the Strategic Report

Certain information is not shown in the Director's Report because it is shown in the Strategic Report on pages 1-4 instead under S414C(11). The Strategic Report includes future developments and engagement with suppliers, customers and others.

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'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's auditor is aware of that information.

Going Concern

At the time of approving the financial statements, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future based on the trading and financial position of the wider group, which is described further in the consolidated financial statements of Bay Topco Limited.

Page 6

 
CHECKMATE FIRE SOLUTIONS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024


Auditor

During the year, Forvis Mazars LLP were appointed as entity auditors for the year ended 30 September 2024.

The auditor, Forvis Mazars LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 29 April 2025 and signed on its behalf.
 





JW Lewthwaite
Director

Page 7

 
CHECKMATE FIRE SOLUTIONS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CHECKMATE FIRE SOLUTIONS LIMITED
 

Opinion

We have audited the financial statements of Checkmate Fire Solutions Limited (the ‘Company’) for the year ended 30 September 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies. 
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:

give a true and fair view of the state of the Company’s affairs as at 30 September 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.

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 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

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 report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Page 8

 
CHECKMATE FIRE SOLUTIONS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CHECKMATE FIRE SOLUTIONS LIMITED
 

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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:
 
the information given in the 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 light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

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 directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

Other matter
The prior period financial statements were audited by the predecessor auditor and an unqualified auditors report was issued in May 2024.
Page 9

 
CHECKMATE FIRE SOLUTIONS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CHECKMATE FIRE SOLUTIONS LIMITED
 

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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 intend either 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.
 
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
 
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. 

Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering legislation and the Bribery Act 2010.

To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.  

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as FRS 102, tax legislation and the Companies Act 2006. 
Page 10

 
CHECKMATE FIRE SOLUTIONS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CHECKMATE FIRE SOLUTIONS LIMITED
 

In addition, we evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut-off assertion) and significant one-off or unusual transactions.

Our audit procedures in relation to fraud included but were not limited to:
Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
Gaining an understanding of the internal controls established to mitigate risks related to fraud;
Discussing amongst the engagement team the risks of fraud; and
Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

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

Use of the audit 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.




Christopher Hudson (Senior Statutory Auditor)

  
for and on behalf of

Forvis Mazars LLP
Chartered Accountants and Statutory Auditor 
5th Floor
3 Wellington Place
Leeds
LS1 4AP

29 April 2025
Page 11

 
CHECKMATE FIRE SOLUTIONS LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2024
2023
Note
£
£

  

Turnover
 4 
40,486,658
37,290,593

Cost of sales
  
(27,389,410)
(24,631,664)

Gross profit
  
13,097,248
12,658,929

Administrative expenses
  
(9,443,501)
(8,565,572)

Exceptional administrative expenses
 12 
(1,079,483)
-

Operating profit
 5 
2,574,264
4,093,357

Interest receivable and similar income
 9 
56,525
4,856

Profit before tax
  
2,630,789
4,098,213

Tax on profit
 10 
18,558
(896,620)

Profit for the financial year
  
2,649,347
3,201,593

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.

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

The notes on pages 15 to 32 form part of these financial statements.

Page 12

 
CHECKMATE FIRE SOLUTIONS LIMITED
REGISTERED NUMBER: 04849245

STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024

As restated
2024
2023
Note
£
£

Fixed assets
  

Intangible fixed assets
 13 
70,733
221,396

Tangible fixed assets
 14 
132,852
123,167

  
203,585
344,563

Current assets
  

Stocks
 15 
52,942
82,940

Debtors: amounts falling due within one year
 16 
21,176,070
20,524,869

Cash at bank and in hand
 17 
3,166,060
1,882,463

  
24,395,072
22,490,272

Creditors: amounts falling due within one year
 18 
(14,377,505)
(13,730,748)

Net current assets
  
 
 
10,017,567
 
 
8,759,524

Total assets less current liabilities
  
10,221,152
9,104,087

Provisions for liabilities
  

Deferred tax
 19 
(23,156)
(55,438)

  
 
 
(23,156)
 
 
(55,438)

Net assets
  
10,197,996
9,048,649


Capital and reserves
  

Called up share capital 
 20 
100
100

Share premium account
 21 
55,917
55,917

Capital redemption reserve
 21 
110
110

Profit and loss account
 21 
10,141,869
8,992,522

  
10,197,996
9,048,649


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 April 2025.



JW Lewthwaite
Director

The notes on pages 15 to 32 form part of these financial statements.

Page 13

 
CHECKMATE FIRE SOLUTIONS LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 October 2022
100
55,917
110
5,644,968
5,701,095


Comprehensive income for the year

Profit for the year
-
-
-
3,201,593
3,201,593
Total comprehensive income for the year
-
-
-
3,201,593
3,201,593


Contributions by and distributions to owners

Credit to equity for equity settled share-based payments
-
-
-
145,961
145,961


Total transactions with owners
-
-
-
145,961
145,961



At 1 October 2023
100
55,917
110
8,992,522
9,048,649


Comprehensive income for the year

Profit for the year
-
-
-
2,649,347
2,649,347
Total comprehensive income for the year
-
-
-
2,649,347
2,649,347


Contributions by and distributions to owners

Dividends: Equity capital
-
-
-
(1,500,000)
(1,500,000)


Total transactions with owners
-
-
-
(1,500,000)
(1,500,000)


At 30 September 2024
100
55,917
110
10,141,869
10,197,996


The notes on pages 15 to 32 form part of these financial statements.

Page 14

 
CHECKMATE FIRE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

1.


General information

Checkmate Fire Solutions Limited ("the Company") is a private company, limited by shares and incorporated in England and Wales, registered number 04849245. The address of the registered office is The Second Floor, Rosemount House, Huddersfield Road, Elland, United Kingdom, HX5 0EE. 
The principal activity of the Company is the sale and installation of fire protection services.

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 management to exercise judgment in applying the Company's accounting policies (see note 3).

These financial statements have been presented in pound sterling which is the functional currency of the Company, and rounded to the nearest £.

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Bay Topco Limited as at 30 September 2024 and these financial statements may be obtained from The Second Floor, Rosemount House, Rosemount Estate, Huddersfield Road, Elland, United Kingdom, HX5 0EE.

Page 15

 
CHECKMATE FIRE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.3

Going concern

The Directors have prepared the financial statements on a going concern basis. This is based on the financial projections and the current expectations of the Directors about the prospects of the Company. The Company is in constant contact with all Stakeholders, including its Bank and Shareholders, and prepares regular financial forecasts to monitor the Company's funding requirements through retained profits and borrowing facilities, and projected compliance with the new banking covenants; introduced during the acquisition by Bay Bidco Limited of the former ultimate parent Company. Based on these projections, the Directors consider that the Company can meet its obligations as they fall due for a period of at least twelve months from the date of the Directors' approval of these financial statements. 

  
2.4

Revenue

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts. settlement discounts and volume rebates. 
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income. 
Revenue from contracts for the provision of fire safety installations is recognised by reference to the stage of completion, when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered. 

 
2.5

Operating leases: the Company 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

Interest income

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

Page 16

 
CHECKMATE FIRE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.7

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.8

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.9

Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.
Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Page 17

 
CHECKMATE FIRE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.10

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 reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.



 
2.11

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.12

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.

 The estimated useful lives range as follows:

Computer Software
-
5
years

 
2.13

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

 
CHECKMATE FIRE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)


2.13
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Tools and equipment
-
3 years straight line
Fixtures and fittings
-
3 years straight line
Office equipment
-
3 years 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.

 
2.14

Long term contracts

Where the outcome of a long term contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the reporting end date. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered probable.
When it is probable that total long contract costs will exceed total contract turnover, the expected loss is recognised as an expense immediately.
Where the outcome of a long term contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred where it is probable that they will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. When costs incurred in securing a contract are recognised as an expense in the period in which they are incurred, they are not included in contract costs if the contract is obtained in a subsequent period.

 
2.15

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to net realisable value. 

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss. 

 
2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 19

 
CHECKMATE FIRE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.17

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. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.18

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.

 
2.19

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.

 
2.20

Financial instruments

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

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's Statement of Financial Position when the Company 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 Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
 
Page 20

 
CHECKMATE FIRE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)


2.20
Financial instruments (continued)

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.

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 Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans 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 Company 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 Company 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 Company's contractual obligations expire or are discharged or cancelled.

Page 21

 
CHECKMATE FIRE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.21

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the company's accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of using a material adjustment to the carrying amount of assets and liabilities are as follows:
Assessment of income receivable from contracts
Management assess the amount of income receivable in respect of contracts based on their estimate of the state of completion of each contract, anticipated contract revenue and the estimate of costs to complete.


4.


Turnover

The total turnover of the Company for the year has been derived from its principal activity wholly undertaken in the United Kingdom. 

2024
2023
£
£

United Kingdom
40,486,658
37,290,593


Page 22

 
CHECKMATE FIRE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

5.


Operating profit

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

2024
2023
£
£

Depreciation of owned tangible fixed assets
76,431
66,789

Profit on disposal of tangible fixed assets
24,623
(7,591)

Amortisation of intangible assets
33,629
51,814

Share-based payment
-
145,961

Operating lease charges
618,152
463,598

The share options were fully settled during the period and there is no longer a share-based payments scheme in place. 


6.


Auditor's remuneration

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


2024
2023
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements
46,500
38,500

The Company has taken the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

Page 23

 
CHECKMATE FIRE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

7.


Employees

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


2024
2023
£
£

Wages and salaries
8,928,407
7,832,285

Social security costs
1,208,847
829,742

Cost of defined contribution scheme (see note 24)
411,195
322,292

10,548,449
8,984,319


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


        2024
        2023
            No.
            No.







Directors and key management
10
11



Direct labour
83
65



Contract overheads
77
56



Administration
37
25

207
157


8.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
718,251
593,168

Company contributions to defined contribution pension schemes
58,694
79,370

776,945
672,538


During the year retirement benefits were accruing to 5 Directors (2023 - 4) in respect of defined contribution pension schemes.

The highest paid Director received remuneration of £213,266 (2023 - £194,635).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £19,605 (2023 - £13,056).

During the year no directors received shares under the long-term incentive schemes (2023 - 4)

During the year 5 Directors exercised share options in Checkmate Holdings Group Limited (2023 - Nil).

Page 24

 
CHECKMATE FIRE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

9.


Interest receivable

2024
2023
£
£


Other interest receivable
56,525
4,856


10.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
36,946
900,645

Adjustments in respect of previous periods
(23,222)
(29,993)


13,724
870,652

Total current tax
13,724
870,652

Deferred tax


Origination and reversal of timing differences
(32,282)
25,968

Total deferred tax
(32,282)
25,968


Tax on profit
(18,558)
896,620
Page 25

 
CHECKMATE FIRE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 22.01%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
2,630,789
4,098,213


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 22.01%)
657,697
902,017

Effects of:


Fixed asset differences
2,547
-

Expenses not deductible for tax purposes
207,797
37,795

Tax effect of income not taxable in determining profit
(582)
(1,671)

Other permanent differences
(823,510)
-

Adjustments to tax charge in respect of prior periods
(23,222)
(29,993)

Change in deferred tax rate
-
3,107

Movement in deferred tax not recognised
1,932
-

Group relief
(41,217)
(10,014)

Other adjustments
-
(4,621)

Total tax charge/(credit) for the year
(18,558)
896,620


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 26

 
CHECKMATE FIRE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

11.


Dividends

2024
2023
£
£


Dividends declared in the year
1,500,000
-


12.


Exceptional items

2024
2023
£
£


Exceptional costs
1,079,483
-

Included within exceptional items are costs related to the acquisition of the Company's immediate parent undertaking, Checkmate Holdings Group Limited, and subsequent restructuring of the group. These include legal fees, advisory feess, staff remuneration and bonuses.


13.


Intangible assets




Computer software

£



Cost


At 1 October 2023
320,352


Additions
31,580


Disposals
(176,307)



At 30 September 2024

175,625



Amortisation


At 1 October 2023
98,956


Charge for the year
33,629


On disposals
(27,693)



At 30 September 2024

104,892



Net book value



At 30 September 2024
70,733



At 30 September 2023
221,396



Page 27

 
CHECKMATE FIRE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

14.


Tangible fixed assets





Tools and equipment
Fixtures and fittings
Office equipment
Total

£
£
£
£



Cost


At 1 October 2023
59,128
183,451
278,006
520,585


Additions
3,367
2,115
80,544
86,026



At 30 September 2024

62,495
185,566
358,550
606,611



Depreciation


At 1 October 2023
44,679
141,536
211,203
397,418


Charge for the year
8,477
19,231
48,633
76,341



At 30 September 2024

53,156
160,767
259,836
473,759



Net book value



At 30 September 2024
9,339
24,799
98,714
132,852



At 30 September 2023
14,449
41,915
66,803
123,167


15.


Stocks

2024
2023
£
£

Finished goods and goods for resale
52,942
82,940


Page 28

 
CHECKMATE FIRE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

16.


Debtors

As restated
2024
2023
£
£


Trade debtors
6,699,707
8,039,986

Amounts owed by group undertakings
4,964,012
5,794,526

Other debtors
52,167
151,299

Prepayments and accrued income
4,378,778
2,328,596

Gross amounts owed by contract customers
4,555,145
4,166,487

Tax recoverable
526,261
43,975

21,176,070
20,524,869


Certain debtors have been reallocated in the prior year comparatives to better reflect their nature. Prepayments and accrued income have increased by £204,698 and trade debtors have decreased by the same amount. Tax recoverable has increased by £43,975 and corporation tax within creditors (note 18) has increased by the same amount. There is no impact on profit before taxation or net assets, being a reclassification only.


17.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
3,166,060
1,882,463


Page 29

 
CHECKMATE FIRE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

18.


Creditors: Amounts falling due within one year

As restated
2024
2023
£
£

Gross amounts owed to contract customers
2,040,506
3,660,126

Trade creditors
3,429,051
2,774,486

Amounts owed to group undertakings
3,657,047
2,724,168

Corporation tax
-
412,730

Other taxation and social security
2,428,261
1,638,028

Other creditors
583,944
916,268

Accruals and deferred income
2,238,696
1,604,942

14,377,505
13,730,748


Certain creditors have been reallocated in the prior year comparatives to better reflect their nature. Corporation tax has increased by £43,975 and tax recoverable within debtors (note 16) have increased by the same amount. There is no impact on profit before taxation or net assets, being a reclassification only.


19.


Deferred taxation




2024
2023


£

£






At beginning of year
(55,438)
(29,470)


Charged to profit or loss
32,282
(25,968)



At end of year
(23,156)
(55,438)

The provision for deferred taxation is made up as follows:

2024
2023
£
£


Fixed asset timing differences
(33,437)
(74,382)

Short term timing differences
10,281
18,944

(23,156)
(55,438)

Page 30

 
CHECKMATE FIRE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

20.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



10,000 (2023 - 10,000) Ordinary shares of £0.01 each
100
100



21.


Reserves

Share premium account

The share premium account represents amounts paid for shares above their nominal value. 

Capital redemption reserve

The capital redemption reserve represents amounts paid for shares re-purchased by the Company. 

Profit and loss account

Profit and loss reserve represents total comprehensive income for the year and prior periods less dividends paid. 


22.


Commitments, guarantees and securities

As at 30 September 2024, Bay Bidco Limited has bank loan balances outstanding of £13,665,000. These loans were secured by way of fixed and floating charges over the assets of the Company and the assets of other group companies as follows: Bay Midco Limited, Checkmate Holdings Group Limited, Rosse Systems Limited and Checkmate Holdings Ltd.


23.


Capital commitments


At 30 September 2024 the Company had capital commitments as follows:

2024
2023
£
£


Contracted for but not provided in these financial statements
305,120
-


24.


Pension commitments

The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in independently administered funds. The pension cost charge  represents contributions payable by the Company to the fund and amounted to £411,195 (2023 - £322,292). Contributions totaling £Nil (2023 - £Nil) were payable to the fund at the balance sheet date and are included in creditors. 

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CHECKMATE FIRE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

25.


Commitments under operating leases

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

2024
2023
£
£


Not later than 1 year
724,397
596,220

Later than 1 year and not later than 5 years
1,218,494
1,449,916

1,942,891
2,046,136


26.


Related party transactions

The Company has taken advantage of the exemption offered by Financial Reporting Standard 102 (Section 33) from the requirement to disclose transactions with other group companies that are wholly owned.
There were transactions with related parties in the year of £94,714 (2023: £137,883) and amounts due to related parties of £42,486 (2023: £2,546) at the year end.


27.


Controlling party

The Company's immediate parent undertaking is Checkmate Holdings Group Limited, a company incorporated in England and Wales. 
On 22 March 2024, Bay Bidco Limited acquired 100% of the share capital of Checkmate Holdings Group Limited and by virtue of its majority shareholding, the ultimate parent undertaking is IK DC Luxco 10 Sarl, a company registered in Luxembourg. 
The parent undertaking of the largest and smallest Group for which consolidated financial statements are prepared is Bay Topco Limited, a company incorporated in England and Wales. Copies of the consolidated financial statements can be obtained from the Company Secretary at The Second Floor, Rosemount House, Rosemount Estate, Elland, United Kingdom, HX5 0EE. 

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