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Registered number: 13687157
MTS Cleansing Group Limited
Annual Report and Financial Statements
For the Period Ended 30 April 2024
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MTS Cleansing Group Limited
Company Information
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Mr Christopher R Henderson
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Mr Paul Lee (appointed 24 January 2024)
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Stanley House Anthonys Way
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Statutory Auditor & Chartered Accountants
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MTS Cleansing Group Limited
Contents
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Directors' Responsibilities Statement
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Independent Auditor's Report
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Consolidated Statement of Comprehensive Income
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Consolidated Balance Sheet
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Notes to the Financial Statements
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MTS Cleansing Group Limited
Group Strategic Report
For the Period Ended 30 April 2024
The Directors present the strategic report for the period ended 30 April 2024.
The year ended 30th April 2024 resulted in another record turnover of £150 million. This underlines the tremendous growth experienced by the group in the past few years with a 38.6% increase over last year’s previous record.
The significant increase in turnover during the year was derived from our large water utility customers as they continue to prioritise the reduction of pollution and flooding events.
The impact of climate change over the past few years is extremely evident within our region, as on an annual basis, we now regularly sustain periods of very wet and very dry periods, coupled with the increasing demand for housing development within our region increases the pressures placed upon the sewage infrastructure. This pressure results in the infrastructure becoming overwhelmed which in turn increases the volume of emergency call outs from our customers, to prevent environmental pollution and property damage.
The principal activity of the group continues to be that of providing liquid waste management and drainage solutions to the utilities industry as well as individuals and small businesses. The fleet of vehicles now owned or leased by the group is circa 400 and we continue to renew and expand our fleet in line with the demands of the business. The group continues to see increased costs and lead times for new vehicles and parts post-COVID and Russian invasion of Ukraine. The ongoing cost of living crisis also continues to put upward pressure on wages.
However, at the point of signing these accounts, trading has been more difficult than in previous years. As the current AMP (Asset Maintenance Programme) comes to an end in March 2025, the water utility companies are restricting spending.
The group is subject to key performance indicators to the water authorities in relation to levels of service, recycling, health & safety, response times and financial performance and such KPI’s always average in the high 90 percentages. General key performance indicators in the year were as follows:
Page 1
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MTS Cleansing Group Limited
Group Strategic Report (continued)
For the Period Ended 30 April 2024
Principal risks and uncertainties
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The Directors consider that the main risk to turnover are any changes in plans or strategies of the water utility companies. However, the group will combat this by maintaining the quality of service which it is known for. The Directors are not complacent and will work with their clients to ensure the quality and financial viability for both the client and the group.
Another significant risk facing the group is seasonality based on wet weather conditions. Demand for tankers is higher when there are periods of significant rainfall and therefore income may be negatively impacted by extended dry periods. The Directors look to mitigate this risk by promoting other income streams that are not as weather dependent such as training and CCTV surveying.
After the balance sheet date, our main customer, Southern Water Services Limited, ran a tender process for the award of the Waste Management and Recycling Services Agreement which we currently service. The group was pleased to be awarded this work again in the Kent area for planned and emergency tankering, although we were not successful in our bid for the remainder of the Southern Water area for this type of work.
This contract is due to transition in September 2025. Although it is difficult to estimate the impact of the loss of this work due to the strong weather seasonality, the Directors’ current assessment is that the lost work could represent 60% - 80% of recent turnover with Southern Water.
The group has extensive experience of adjusting resources to reflect income levels especially during previous AMP transitions which cycle every five years. The Directors will utilise this experience to restructure operations, reduce costs and rationalise resources where required. We are confident that such actions will allow us to effectively manage cashflow during the transition period.
The Directors are confident that the group’s level of resources in both plant and highly trained and experienced staff will enable us to react quickly to opportunities.
Since the balance sheet date the group has already been successful in obtaining work orders to assist the Southern Water Clean Rivers and Seas Taskforce and we are hopeful that this work will grow significantly. We will also be actively pursuing other opportunities with water utilities and other companies, with several significant tenders due to be published imminently.
Whilst the Directors are confident that they will be able to pivot the group’s resources to new opportunities, at the time of signing these accounts, this has not yet crystallised into contracts. Therefore, the group’s future income is subject to material uncertainty but as discussed above, the Directors have plans to rationalise resources to match turnover.
Other risks facing the group, apart from the current bias of work for the utility companies in our sales mix, come from some of our direct costs. However, the group can charge some of these costs directly onto the client. With the assistance of its sister company Composting Facilities Services Limited, disposal costs can also be controlled. With such a large fleet fuel costs can have a significant impact from price fluctuations and these need to monitored and managed on a regular basis. The directors are aware fuel prices fluctuate and wherever possible new contracts tend to have clauses included which allow an annual increase on prices within an agreed range to accommodate such fluctuations. There are also situations, as is the case at the time of writing, whereby events outside of our control have an impact on the business pushing prices up.
Credit risk related to trade receivables is limited. Credit control is extremely good and the majority of turnover is amongst the water authorities. Invoicing is issued on an agreed basis with the client who has full access to time and work logs to confirm work as it is completed.
Liquidity risk is monitored by day to day and weekly cash flow management which is further enhanced by a system of monthly financial reporting and forecasting.
The group will continue to monitor macroeconomic risks and uncertainties including ongoing war in Ukraine, the cost-of-living crisis in the UK and the impacts of tariffs on global trade. Where available the directors will take the appropriate actions to mitigate any impact upon the business.
Page 2
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MTS Cleansing Group Limited
Group Strategic Report (continued)
For the Period Ended 30 April 2024
The directors consider therefore that they have taken all reasonable steps to minimise areas of risk and uncertainty.
General Economic Conditions
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Although there is uncertainty in the economy, the group believes that there will continue to be downward pressure on interest rates which will help with working capital and other funding. It may also lessen pressure on wage demands.
The Labour government has been bullish in promoting development both residential and commercial and this will expand the markets available to the group.
Post balance sheet events
The group is pleased to report that it has secured the contract with Southern Water for Waste Tankering in the Kent area as stated above, which is due to begin in September 2025, although we were not successful in our bid for the remainder of the Southern Water area for this type of work. We can also confirm we were successful in retaining the Grits and Screenings work for the whole Southern Water area as well as being a nominated supplier for secondary reactive and planned tankering.
We are also proud to report that contract extensions with our work with Severn Trent Water have been secured.
Directors' statement of compliance with duty to promote the success of the Group
This statement is intended by the Board of Directors to set out how they have approached and met their
responsibilities under s172(1)(a) to (f) of the Companies Act 2006 in the financial period ending 30 April 2024.
Stakeholders of the group include employees, shareholders, customers, suppliers, creditors of the business
and the community in which it operates.
The directors’, both individually and collectively, consider that they have acted in good faith to promote the
success of the Group for the benefit of its stakeholders as a whole (having regard to the matters set out in
s172 of the Act) in the decisions taken during the period. In particular:
• To ensure the Board take account of the likely consequences of their decisions in the long term, they receive regular and timely information on all the key areas of the business including financial performance, operational matters, health & safety, environmental reports, risks and opportunities - all supported by Key Performance Indicators (KPIs). The Group's performance and progress is also reviewed regularly at Board and senior management meetings.
• The Group’s employees are fundamental to the success of the business. The directors understand that it is critical to engage with and understand their views and to ensure that all employees’ interests are considered. To strengthen employee engagement, the directors’ promote and encourage all employees to raise any concerns or suggestions with senior management without hesitation. During the period, the group continued to invest in its departmental resources and I.T infrastructure to further support and enhance the working environment for its employees.
• The Group's customers and suppliers are also fundamental to the success of the business and as a leading supplier of liquid waste management services in the UK, it is essential that the Group maintains its reputation for high quality service, sustainability and high standards of business conduct. The
Group strives to continually improve and strengthen its service for the mutual benefit of all of its stakeholders.
• The directors take environmental matters into deep consideration as part of their decision-making process and strive to be a responsible member of the local and wider community, minimising the Group’s impact on the environment wherever possible, and working hard to help their own customers reduce their impact too.
• The directors’ intentions are to behave responsibly toward all stakeholders and treat them fairly and equally, so that they all benefit from the long-term success of the Group.
Page 3
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MTS Cleansing Group Limited
Group Strategic Report (continued)
For the Period Ended 30 April 2024
The directors’ have overall responsibility for determining the Group’s purpose, values and strategy and for ensuring high standards of governance. The primary aim of the directors’ is to promote the long-term sustainable success of the Group, generating value for stakeholders and contributing to the wider society. Throughout the remainder of 2023 and into 2024, the Board will continue to review and challenge how the group can improve engagement with its employees and other stakeholders.
Greenhouse gas emissions, energy consumption and energy efficiency action
The Group's greenhouse gas emissions and energy consumption are as follows:
We have followed the HM Government Environmental Reporting Guidelines. We have also used the GHG
Reporting Protocol - Corporate Standard.
During the year the Group invested in a large scale solar array and battery storage at its Head Office. We also continue to invest in electric vehicles and have explored the possibility of using HVO fuel in our fleet.
The chosen intensity measurement ratio is total gross emission in metric tonnes CO2e per £m turnover. This is was 89.50 (2023: 115.56) for the year.
This report was approved by the board and signed on its behalf.
Mr Allen C Crust
Director
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Page 4
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MTS Cleansing Group Limited
Directors' Report
For the Period Ended 30 April 2024
The directors present their report and the financial statements for the period ended 30 April 2024.
The profit for the period, after taxation, amounted to £2,524,673 (2023 - £2,965,591).
Ordinary dividends were paid amounting to £Nil (2023: £675,920).
The directors who served during the period were:
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Mr Spencer J Crust (resigned 3 May 2024)
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Mr Scott L Diamond (resigned 24 January 2024)
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Mr Stephen P Gilson (resigned 20 October 2023)
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Mr Christopher R Henderson
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Mr Richard Spencer-Tanner (resigned 1 November 2023)
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Mr Paul Lee (appointed 24 January 2024)
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Matters covered in the Strategic Report
The directors have prepared a Strategic Report incorporating post balance sheet events and consideration of the
group's customers, suppliers and employees and the Greenhouse gas emissions disclosure.
Disclosure of information to auditor
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
Under section 487(2) of the Companies Act 2006, Kreston Reeves LLP will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board and signed on its behalf.
Mr Antony K Crust
Director
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Page 5
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MTS Cleansing Group Limited
Directors' Responsibilities Statement
For the Period Ended 30 April 2024
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙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 Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Page 6
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MTS Cleansing Group Limited
Independent Auditor's Report to the Members of MTS Cleansing Group Limited
We have audited the financial statements of MTS Cleansing Group Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 30 April 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 30 April 2024 and of the Group's profit for the period then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
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We draw attention to note 2.3 in the financial statements, which indicates that the loss of a major contract with Southern Water post year end will have a significant impact on the Group. As stated in note 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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. Our evaluation of the directors' assessment of the Group's ability to continue to adopt the going concern basis of accounting included an evaluation of expected future cashflows and restructuring options.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Page 7
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MTS Cleansing Group Limited
Independent Auditor's Report to the Members of MTS Cleansing Group Limited (continued)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the parent Company financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
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As explained more fully in the Directors' Responsibilities Statement set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.
Page 8
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MTS Cleansing Group Limited
Independent Auditor's Report to the Members of MTS Cleansing Group Limited (continued)
Auditor's responsibilities for the audit of the financial statements
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Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Capability of the audit in detecting irregularities, including fraud
The objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud or error; and to respond appropriately to those risks.
Based on our understanding of the Group and industry, and through discussion with the directors and other management (as required by auditing standards), we identified that the principal risks of non-compliance with laws and regulations related to health and safety, anti-bribery and employment law. We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, taxation and pension legislation. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue or reduce expenditure and management bias in accounting estimates and judgemental areas of the financial statements such as provisions. Audit procedures performed by the group engagement team included:
• Discussions with management and assessment of known or suspected instances of non-compliance with laws and regulations (including health and safety) and fraud;
• Challenging assumptions and judgements made by management in its significant accounting estimates;
• Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
• Confirmation of related parties with management, and review of transactions throughout the period to identify any previously undisclosed transactions with related parties outside the normal course of business; and
• Physical inspection of tangible fixed assets susceptible to fraud or irregularity; and
• Identifying and testing journal entries, in particular any manual entries made at the year end for financial statement preparation.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.
Page 9
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MTS Cleansing Group Limited
Independent Auditor's Report to the Members of MTS Cleansing Group Limited (continued)
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
∙Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
∙Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
∙Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
∙Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditor's Report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditor's Report. However, future events or conditions may cause the Company to cease to continue as a going concern.
∙Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
∙Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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.
Robert Sellers FCCA (Senior Statutory Auditor)
for and on behalf of
Kreston Reeves LLP
Statutory Auditor
Chartered Accountants
Chatham Maritime
29 May 2025
Page 10
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MTS Cleansing Group Limited
Consolidated Statement of Comprehensive Income
For the Period Ended 30 April 2024
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Interest payable and similar expenses
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Profit for the financial period
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Total comprehensive income for the period
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Profit for the period attributable to:
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Owners of the parent Company
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Total comprehensive income for the period attributable to:
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Owners of the parent Company
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There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.
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The notes on pages 17 to 37 form part of these financial statements.
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Page 11
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MTS Cleansing Group Limited
Registered number: 13687157
Consolidated Balance Sheet
As at 30 April 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 37 form part of these financial statements.
Page 12
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MTS Cleansing Group Limited
Registered number: 13687157
Company Balance Sheet
As at 30 April 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Net assets excluding pension asset
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Other changes in the profit and loss account
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 37 form part of these financial statements.
Page 13
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MTS Cleansing Group Limited
Consolidated Statement of Changes in Equity
For the Period Ended 30 April 2024
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Comprehensive income for the year
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Dividends: Equity capital
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At 1 May 2023 (as previously stated)
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Prior year adjustment - correction of error
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At 1 May 2023 (as restated)
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The notes on pages 17 to 37 form part of these financial statements.
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Page 14
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MTS Cleansing Group Limited
Company Statement of Changes in Equity
For the Period Ended 30 April 2024
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Dividends: Equity capital
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At 1 May 2023 (as previously stated)
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Prior year adjustment - correction of error
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At 1 May 2023 (as restated)
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The notes on pages 17 to 37 form part of these financial statements.
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Page 15
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MTS Cleansing Group Limited
Consolidated Statement of Cash Flows
For the Period Ended 30 April 2024
Cash flows from operating activities
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Profit for the financial period
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Depreciation of tangible assets
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Loss on disposal of tangible assets
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Corporation tax (paid)/received
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of tangible fixed assets
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Sale of tangible fixed assets
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Net cash from investing activities
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Cash flows from financing activities
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Repayment of finance leases
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Net cash used in financing activities
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Net (decrease)/increase in cash and cash equivalents
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Cash and cash equivalents at beginning of period
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Cash and cash equivalents at the end of period
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Cash and cash equivalents at the end of period comprise:
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The notes on pages 17 to 37 form part of these financial statements.
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Page 16
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MTS Cleansing Group Limited
Notes to the Financial Statements
For the Period Ended 30 April 2024
MTS Cleansing Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is Stanley House, Anthonys Way, Medway City Estate, Rochester, Kent, ME2 4NF.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The Group's functional currency is Pounds Sterling.
The Group's financial statements are presented to the nearest £.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
In the opinion of the directors, the creation of the group was a reconstruction rather than an acquisition since the equity holders of the company remain the same as the former equity holders and the rights of the equity holders are unchanged and no minority interest in the net assets of the Group has arisen.
The directors have adopted the merger accounting principles in drawing up these financial statements. The main consequence of adopting merger rather than acquisition accounting is that the balance sheet of the merged group includes the assets and liabilities of each of the Group's combining entities at their carrying values prior to the merger, subject to any adjustments to achieve uniformity of accounting policies, rather than their fair values at the date of the merger.
Following the balance sheet date, the company became aware that it had not been successful in retaining all its current work with Southern Water from September 2025. Although difficult to accurately forecast the impact of this, the Directors believe it may represent 60% - 80% of recent total turnover for Southern Water. The Directors are confident that a combination of winning replacement work and restructuring will allow the business to continue as a going concern and effectively manage cashflow. The Company has already started to work with Southern Water’s Clean Rivers and Seas Taskforce which is a new income stream and has also secured extensions to the work with Severn Trent Water. These factors do however create a material uncertainty in relation to going concern.
Page 17
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MTS Cleansing Group Limited
Notes to the Financial Statements
For the Period Ended 30 April 2024
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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.
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.
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:
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Land and buildings Freehold
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Subject to annual revaluation
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Land and buildings Leasehold
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Based on economic life over duration of lease
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Based on useful economic life between 3 and 10 years.
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Based on useful economic life between 5 and 10 years.
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Based on useful economic life between 3 and 5 years.
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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.
Page 18
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MTS Cleansing Group Limited
Notes to the Financial Statements
For the Period Ended 30 April 2024
2.Accounting policies (continued)
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Revaluation of tangible fixed assets
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Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the balance sheet date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.
Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.
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Impairment of fixed assets and goodwill
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Assets that are subject to depreciation or amortisation are assessed at each balance sheet date due to determine whether there is any indication that the assets are impaired. Where there is any indication that the assets are impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.The recoverable amount is the higher of an asset's (or CGU'S) fair value less costs to sell and value in use. For the purpose of assessing impairment assets are grouped at the lowest levels for which they are separately identifiable cash flows (CGUs). Non-Financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
Investments in subsidiaries are measured at cost less accumulated impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
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.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
Page 19
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MTS Cleansing Group Limited
Notes to the Financial Statements
For the Period Ended 30 April 2024
2.Accounting policies (continued)
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
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 instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Page 20
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MTS Cleansing Group Limited
Notes to the Financial Statements
For the Period Ended 30 April 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
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.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Page 21
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MTS Cleansing Group Limited
Notes to the Financial Statements
For the Period Ended 30 April 2024
2.Accounting policies (continued)
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.
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Operating leases: the Group as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
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 Balance sheet. The assets of the plan are held separately
from the Company in independently administered funds.
All borrowing costs are recognised in profit or loss in the period in which they are incurred.
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Provisions for liabilities
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Provisions are made where an event has taken place that gives the Group 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 profit or loss in the year that the Group 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.
Page 22
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MTS Cleansing Group Limited
Notes to the Financial Statements
For the Period Ended 30 April 2024
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Page 23
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MTS Cleansing Group Limited
Notes to the Financial Statements
For the Period Ended 30 April 2024
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In the application of the Group'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 judgements, estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant.
The following judgements have had the most significant impact on amounts recognised in the financial statements:
Lease commitments
The Group has entered into a range of lease commitments in respect of plant and machinery and motor vehicles. The classification of these leases as either financial or operating leases requires the directors to consider whether the terms and conditions of each lease are such that the Group has acquired the risks and rewards associated with the ownership of the underlying assets.
The following are the Group's key sources of estimation uncertainty:
Tangible fixed assets
The Group has recognised tangible fixed assets with a carrying value of £22,208,116 at the reporting date (see note 13). The Group has adopted the revaluation model for the measurement of land and buildings, other assets are stated at their cost less provision for depreciation and impairment.
In order to determine the fair value of land and buildings the Group has engaged independent valuation specialists with experience in the location and nature of the property being valued. They have used a valuation technique based on comparable market data. Valuations are obtained with sufficient regularity to ensure that the carrying value of revalued assets reflects current market conditions. The determined fair value of the investment property is most sensitive to fluctuations in the property market.
The Group’s accounting policy sets out the approach to calculating depreciation for immaterial assets acquired. For material assets such as land and buildings the Group determines at acquisition or the date of revaluation reliable estimates for the useful life of the asset, its residual value and decommissioning costs. These estimates are based upon such factors as the expected use of the acquired asset and market conditions. At subsequent reporting dates the directors consider whether there are any factors such as technological advancements or changes in market conditions that indicate a need to reconsider the estimates used.
Where there are indicators that the carrying value of tangible assets may be impaired the Group undertakes tests to determine the recoverable amount of assets. These tests require estimates of the fair value of assets less cost to sell and of their value in use. Wherever possible the estimate of the fair value of assets is based upon observable market prices less incremental cost for disposing of the asset. The value in use calculation is based upon a discounted cash flow model, based upon the Group’s forecasts for the foreseeable future which do not include any restructuring activities that the Group is not yet committed to or significant future investments that will enhance the asset’s performance. The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well expected future cash flows and the growth rate used for extrapolation purposes.
Taxation
Provision has been made in the financial statements for deferred tax amounting to £2,864,897 at the reporting date (see note 22). This provision is based upon estimates of the availability of future taxable profits, the timing of the reversal of timing differences upon which the asset is based and the tax rates that will be in force at that time together with an assessment of the impact of future tax planning strategies.
Page 24
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MTS Cleansing Group Limited
Notes to the Financial Statements
For the Period Ended 30 April 2024
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An analysis of turnover by class of business is as follows:
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Analysis of turnover by country of destination:
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The operating profit is stated after charging:
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Depreciation of tangible assets
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Profit on disposal of tangible fixed assets
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Fees payable to the Company's auditor and its associates for the audit of the consolidated and parent Company's financial statements
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Fees payable to the Group's auditor and its associates in respect of:
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Page 25
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MTS Cleansing Group Limited
Notes to the Financial Statements
For the Period Ended 30 April 2024
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the period was as follows:
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The Company has no employees other than the directors, who did not receive any remuneration (2023 - £NIL)
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Group contributions to defined contribution pension schemes
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During the period retirement benefits were accruing to 9 directors (2023 - 10) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £175,226 (2023 - £159,542).
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The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £9,000 (2023 - £9,000).
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Page 26
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MTS Cleansing Group Limited
Notes to the Financial Statements
For the Period Ended 30 April 2024
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Interest payable and similar expenses
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Other loan interest payable
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Finance leases and hire purchase contracts
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Current tax on profits for the year
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Origination and reversal of timing differences
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Taxation on profit on ordinary activities
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Page 27
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MTS Cleansing Group Limited
Notes to the Financial Statements
For the Period Ended 30 April 2024
10.Taxation (continued)
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Factors affecting tax charge for the period/year
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The tax assessed for the period/year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
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Tax effect of expenses that are not deductible in determining taxable profit
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Depreciation on assets not qualifying for tax allowances
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Non-taxable income less expenses not deductible for tax purposes, other than goodwill and impairment
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Other differences leading to an increase (decrease) in the tax charge
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Effective tax rate uplift
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Change in deferred tax due to rate changes
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Total tax charge for the period/year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
Page 28
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MTS Cleansing Group Limited
Notes to the Financial Statements
For the Period Ended 30 April 2024
Page 29
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