| REGISTERED NUMBER: |
| Report of the Directors and |
| Financial Statements |
| for the Year Ended 30 September 2024 |
| for |
| Earlsway Solutions Limited |
| REGISTERED NUMBER: |
| Report of the Directors and |
| Financial Statements |
| for the Year Ended 30 September 2024 |
| for |
| Earlsway Solutions Limited |
| Earlsway Solutions Limited (Registered number: 08150180) |
| Contents of the Financial Statements |
| for the Year Ended 30 September 2024 |
| Page |
| Company Information | 1 |
| Report of the Directors | 2 |
| Report of the Independent Auditors | 4 |
| Statement of Income and Retained Earnings | 8 |
| Balance Sheet | 9 |
| Notes to the Financial Statements | 10 |
| Earlsway Solutions Limited |
| Company Information |
| for the Year Ended 30 September 2024 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| SENIOR STATUTORY AUDITOR: |
| AUDITORS: |
| Chartered Accountants and Statutory Auditors |
| Kepier House |
| Belmont Business Park |
| Durham |
| DH1 1TW |
| Earlsway Solutions Limited (Registered number: 08150180) |
| Report of the Directors |
| for the Year Ended 30 September 2024 |
| The directors present their report with the financial statements of the company for the year ended 30 September 2024. |
| PRINCIPAL ACTIVITY |
| The principal activity of the company in the year under review was that of a holding company within the group headed by Earlsway Teesside Limited. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 October 2023 to the date of this report. |
| Other changes in directors holding office are as follows: |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| AUDITORS |
| The auditors, Clive Owen LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006. |
| Earlsway Solutions Limited (Registered number: 08150180) |
| Report of the Directors |
| for the Year Ended 30 September 2024 |
| This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| Earlsway Solutions Limited |
| Opinion |
| We have audited the financial statements of Earlsway Solutions Limited (the 'company') for the year ended 30 September 2024 which comprise the Statement of Income and Retained Earnings, Balance Sheet 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 Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the company's affairs as at 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 Auditors' 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 directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, 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 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Report of the Directors has been prepared in accordance with applicable legal requirements. |
| Report of the Independent Auditors to the Members of |
| Earlsway Solutions Limited |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors. |
| We have nothing to report in respect of the following matters where 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; or |
| - | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
| Report of the Independent Auditors to the Members of |
| Earlsway Solutions Limited |
| Auditors' 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 a Report of the Auditors 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, to detect material misstatements in respect of irregularities, including fraud. Our audit must be alert to the risk of manipulation of the financial statements and seek to understand the incentives and opportunities for management to achieve this. |
| We undertake the following procedures to identify and respond to these risks of non-compliance: |
| - Understanding the key legal and regulatory frameworks that are applicable to the Company. We communicated identified laws and regulations throughout the audit team and remained alert to any indications of non-compliance throughout the audit. We determined the most significant of these to be financial reporting legislation, taxation legislation, health & safety, employment law, company law and ISO9001 regulations. |
| - Enquiry of directors and management as to policies and procedures to ensure compliance and any known instances of non-compliance. |
| - Review of board minutes and correspondence with regulators. |
| - Enquiry of directors and management as to areas of the financial statements susceptible to fraud and how these risks are managed. |
| - Challenging management on key estimates, assumptions and judgements made in the preparation of the financial statements. There are no key areas of uncertainty to note within these financial statements. |
| - Identifying and testing unusual journal entries, with a particular focus on manual journal entries. |
| Through these procedures we did not become aware of actual or suspected non-compliance. |
| We planned and performed our audit in accordance with auditing standards but owing to the inherent limitations of procedures required in these areas, there is an unavoidable risk that we may not have detected a material misstatement in the accounts. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve concealment, collusion, forgery, misrepresentations, or override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. |
| 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 Report of the Auditors. |
| Report of the Independent Auditors to the Members of |
| Earlsway Solutions Limited |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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 a Report of the Auditors 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. |
| for and on behalf of |
| Chartered Accountants and Statutory Auditors |
| Kepier House |
| Belmont Business Park |
| Durham |
| DH1 1TW |
| Earlsway Solutions Limited (Registered number: 08150180) |
| Statement of Income and |
| Retained Earnings |
| for the Year Ended 30 September 2024 |
| 2024 | 2023 |
| £ | £ |
| TURNOVER |
| OPERATING PROFIT |
| Income from shares in group undertakings |
| PROFIT BEFORE TAXATION |
| Tax on profit |
| PROFIT FOR THE FINANCIAL YEAR |
| Retained earnings at beginning of year |
| Dividends | ( |
) | ( |
) |
| RETAINED EARNINGS AT END OF YEAR |
| Earlsway Solutions Limited (Registered number: 08150180) |
| Balance Sheet |
| 30 September 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| FIXED ASSETS |
| Investments | 4 |
| CURRENT ASSETS |
| Debtors | 5 |
| CREDITORS |
| Amounts falling due within one year | 6 | ( |
) | ( |
) |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital |
| Retained earnings |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Earlsway Solutions Limited (Registered number: 08150180) |
| Notes to the Financial Statements |
| for the Year Ended 30 September 2024 |
| 1. | STATUTORY INFORMATION |
| Earlsway Solutions Limited is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| There were no material departures from that standard. |
| The principal accounting policies adopted in the preparation of the financial statements are set out below and have remained unchanged from the previous year, and also have been consistently applied within the same accounts. |
| Going concern |
| The directors assess whether the use of going concern is appropriate i.e. whether there is any material uncertainties related to events or conditions that may cast significant doubt on the ability of the company to continue as a going concern. The directors make this assessment in respect of a period of at least one year from the date the financial statements are approved. The company is not a trading company and has no direct working capital requirements. It holds an investment in its subsidiary undertaking and the majority of debtor and creditor balances relate to intercompany. The company is in a net current liability position as at 30 September 2024 however, this is due to an intercompany balance owed and the counterparty creditor has confirmed it will not seek repayment of the balance. The going concern basis is therefore dependant on the performance of the group with the group's forecasts and projections for the next twelve months showing that the group should be able to continue in operational existence for that period, taking into account reasonable possible changes in trading performance. |
| Based on the factors set out above the directors believe that the company has adequate financial resources to continue in operational existence for at least twelve months from the date of signing the financial statements. Therefore, the directors believe it remains appropriate to prepare the financial statements on a going concern basis. |
| Related party exemption |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| Investments in subsidiaries |
| Investments in subsidiary undertakings are recognised at cost less any provision for impairment. The carrying value of fixed asset investments are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. |
| Financial instruments |
| Basic financial instruments are recognised at amortised cost with changes recognised in profit and loss. |
| Income recognition |
| Dividend income is recognised when the right to receive payment is established. |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was |
| Earlsway Solutions Limited (Registered number: 08150180) |
| Notes to the Financial Statements - continued |
| for the Year Ended 30 September 2024 |
| 4. | FIXED ASSET INVESTMENTS |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 October 2023 |
| and 30 September 2024 |
| NET BOOK VALUE |
| At 30 September 2024 |
| At 30 September 2023 |
| 5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Amounts owed by group undertakings |
| Amounts owed by group undertakings are unsecured, interest free and repayable on demand. |
| 6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Amounts owed to group undertakings |
| Amounts owed to group undertakings are unsecured, interest free and repayable on demand. |
| 7. | CONTINGENT LIABILITIES |
| The company has a debenture including a fixed charge over all present freehold and leasehold property; First Fixed Charge over book and other debts, chattels, goodwill and uncalled capital, both present and future; and Fixed Floating charge over all assets and undertaking both present and future. |
| The company has an unlimited multilateral guarantee given by given by Earlsway Group Limited, Earlsway Solutions Limited, Earlsway Holdings Limited, Fivedean Limited, John Harrison (Stockton) Limited, Earlsway Teesside Limited. At 30 September 2024 this contingent liability amounted to £1,591,322 (2023: £729,100). |
| 8. | CONTROLLING PARTIES |
| The company's immediate parent is Earlsway Group Limited. |
| The ultimate parent undertaking and the smallest and largest group to consolidate these financial statements is Earlsway Teesside Limited. Copies of the Earlsway Teesside Limited consolidated financial statements can be obtained from Harrison Packaging, Easter Park, Earlsway, Teesside Estate, Thornaby, Stockton on Tees, TS17 9NT. |
| The ultimate controlling party is Mr C Turnbull. |