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Registered number: 09232785










ESG GROUP HOLDINGS LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
ESG GROUP HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
G Brouder 
M Lawrence 
S L Sinden 
M W Coupland (resigned 24 January 2024)
M Joel 
B J Dale (appointed 24 January 2024)




Registered number
09232785



Registered office
1 Freebournes Road
Witham



Essex

CM8 3UN




Independent auditors
Larking Gowen LLP
Chartered Accountants & Statutory Auditors

1 Claydon Business Park

Great Blakenham

Ipswich

IP6 0NL





 
ESG GROUP HOLDINGS LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditors' Report
 
5 - 8
Consolidated Statement of Comprehensive Income
 
9
Consolidated Balance Sheet
 
10
Company Balance Sheet
 
11
Consolidated Statement of Changes in Equity
 
12
Company Statement of Changes in Equity
 
13
Consolidated Statement of Cash Flows
 
14 - 15
Consolidated Analysis of Net Debt
 
16
Notes to the Financial Statements
 
17 - 37


 
ESG GROUP HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The Directors present their Strategic Report for the year ended 31 December 2023.
The principal activity of the Group in the year under review was that of processing, toughening and laminating glass for sale on a local and national basis across the UK.

Business review

The Group delivered its highest ever turnover, despite a challenging market place in the second half of 2023, as the economy was impacted by higher interest rates.  Adjusted EBITDA was similar to last year’s record, at £1.5M. The Group continued to invest in its people, strengthening teams and investing in skills, alongside continued investment in new processing machinery to further enhance capacity and quality. 
The Directors have maintained strategic focus on building out operational capacity and capabilities, improved service, efficiencies, and cost control to consolidate the Group’s market position in target sectors and end markets. The 2020 investment in the new site and plant and machinery has underpinned growth, with additional operational capacity available at the site, the Group is well positioned to continue its growth trajectory.        

Financial metrics
 
      2023   2022
Turnover      £17,921,000  £17,785,000
*Adjusted EBITDA     £1,487,000  £1,515,000
*Adjusted EBITDA represents earnings before interest, tax, depreciation, amortisation, non-executive costs, exceptional costs and monitoring fees.     

Principal risks and uncertainties
 
The Directors are involved in the day-to-day running of the Group. As part of the day-to-day operations, they regularly review the principal risks of the Group. The principal risk to the Group is securing a reliable supply of glass. The Group has good relationships with two main UK suppliers of glass to mitigate supplier risk in this area. The Group has the expertise and ability to procure glass from overseas if required. 
The Group has seen a rise in inflationary pressure and cost increases in a number of areas, including energy and labour - the Directors continue to closely monitor and review this on a regular basis, alongside actions being taken to reduce energy use.       

Future developments

The Directors intend to continue to develop the business in line with their existing strategy which includes strong focus on further enhancing its go-to market product and service offering, focusing on delivering exceptional quality on short lead times. 
The Group continues to place an emphasis on supporting all employees through offering a clearly defined training and skills development programme; this is a key strategic initiative as the Group strives to be the local employer of choice. This provides the Group with a strong operational foundation to drive future growth.   

Page 1

 
ESG GROUP HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


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



................................................
S L Sinden
Director

Date: 18 August 2025

Page 2

 
ESG GROUP HOLDINGS LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £870,000 (2022 - loss £496,000).

No dividends will be distributed for the year ended 31 December 2023 (2022 - £nil).

Directors

The directors who served during the year were:

G Brouder 
M Lawrence 
S L Sinden 
M W Coupland (resigned 24 January 2024)
M Joel
B J Dale (appointed 24 January 2024)
 

Page 3

 
ESG GROUP HOLDINGS LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Financial risk management policies and objectives

Interest rate cash flow risk
The Group's interest bearing liabilities include variable rate and fixed rate secured loans. Interest rate and cash flow risk are mitigated through the mix of the Group's financing arrangements.
Foreign currency risk
The Group's trading activities do not involve significant exposure to foreign currency risks. The Group reviews its exposure when making significant capital purchases in foreign currency and may use forward contracts to mitigate this exposure as deemed appropriate.
Credit risk
Exposure to credit risk is minimised by the use of credit insurance for the majority of credit customers. 
Liquidity risk
The Group maintains a mixture of short-term and long-term debt finance that is designed to ensure it has sufficient available funds for operations and planned expansion.

Disclosure of information to auditors

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 auditors are 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 auditors are aware of that information.

Auditors

The auditorsLarking Gowen LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





................................................
S L Sinden
Director

Date: 18 August 2025

Page 4

 
ESG GROUP HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ESG GROUP HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of ESG Group Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 5

 
ESG GROUP HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ESG GROUP HOLDINGS LIMITED (CONTINUED)

Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Page 6

 
ESG GROUP HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ESG GROUP HOLDINGS LIMITED (CONTINUED)

Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


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 an Auditors' 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:

Enquiry with management about any actual or potential litigations and claims against the group;
Enquiry with management about any known or suspected instances of non-compliance with laws and regulations and fraud;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Reviewing board minutes;
Challenging assumptions and judgments made by management in their significant accounting estimates, in particular in relation to investment valuation, goodwill valuation and classification of debt instruments as basic;
Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness.

Because of the field in which the client operates,we identified the following areas as those most likely to have a material impact on the financial statements; health and safety: employment law; and compliance with the UK Companies Act.

Because of the inherent limitations of an audit, there is an unavoidable risk that some misstatements in the financial statements may not be detected, eventhough the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further  removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise non-compliance.

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 Auditors' Report.


Page 7

 
ESG GROUP HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ESG GROUP HOLDINGS LIMITED (CONTINUED)

Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' 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.





Graham Mummery (Senior Statutory Auditor)
  
for and on behalf of
Larking Gowen LLP
 
Chartered Accountants
Statutory Auditors
  
1 Claydon Business Park
Great Blakenham
Ipswich
IP6 0NL

19 August 2025
Page 8

 
ESG GROUP HOLDINGS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£000
£000

  

Turnover
 4 
17,921
17,785

Cost of sales
  
(11,351)
(11,338)

Gross profit
  
6,570
6,447

Administrative expenses
  
(6,625)
(6,315)

Exceptional income
 11 
-
43

Exceptional costs
 11 
(46)
(29)

Operating (loss)/profit
 5 
(101)
146

Interest payable and similar expenses
 9 
(769)
(681)

Loss before taxation
  
(870)
(535)

Tax on loss
 10 
-
39

Loss for the financial year
  
(870)
(496)

  

Total comprehensive income for the year
  
(870)
(496)

(Loss) for the year attributable to:
  

Owners of the parent Company
  
(870)
(496)

  
(870)
(496)

The notes on pages 17 to 37 form part of these financial statements.

Page 9

 
ESG GROUP HOLDINGS LIMITED
REGISTERED NUMBER:09232785

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£000
£000

Fixed assets
  

Intangible assets
 12 
1,185
1,730

Tangible assets
 13 
3,725
3,766

  
4,910
5,496

Current assets
  

Stocks
 15 
567
618

Debtors: amounts falling due within one year
 16 
3,471
3,528

Cash at bank and in hand
 17 
342
130

  
4,380
4,276

Creditors: amounts falling due within one year
 18 
(5,924)
(5,360)

Net current liabilities
  
 
 
(1,544)
 
 
(1,084)

Total assets less current liabilities
  
3,366
4,412

Creditors: amounts falling due after more than one year
 19 
(4,874)
(5,050)

Provisions for liabilities
  

Net liabilities
  
(1,508)
(638)


Capital and reserves
  

Called up share capital 
 22 
99
99

Profit and loss account
 23 
(1,607)
(737)

  
(1,508)
(638)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
S L Sinden
Director

Date: 18 August 2025

The notes on pages 17 to 37 form part of these financial statements.

Page 10

 
ESG GROUP HOLDINGS LIMITED
REGISTERED NUMBER:09232785

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£000
£000

Fixed assets
  

Investments
 14 
8,092
8,092

  
8,092
8,092

Current assets
  

Debtors: amounts falling due within one year
 16 
405
339

Cash at bank and in hand
 17 
-
1

  
405
340

Creditors: amounts falling due within one year
 18 
(305)
(256)

Net current assets
  
 
 
100
 
 
84

Total assets less current liabilities
  
8,192
8,176

  

Creditors: amounts falling due after more than one year
 19 
(3,306)
(2,920)

  

Net assets
  
4,886
5,256


Capital and reserves
  

Called up share capital 
 22 
99
99

Profit and loss account brought forward
  
5,157
5,419

Loss for the year
  
(370)
(262)

Profit and loss account carried forward
  
4,787
5,157

  
4,886
5,256


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


................................................
S L Sinden
Director

Date: 18 August 2025

The notes on pages 17 to 37 form part of these financial statements.

Page 11

 
ESG GROUP HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£000
£000
£000


At 1 January 2022
99
(241)
(142)


Comprehensive income for the year

Loss for the year
-
(496)
(496)
Total comprehensive income for the year
-
(496)
(496)



At 1 January 2023
99
(737)
(638)


Comprehensive income for the year

Loss for the year
-
(870)
(870)
Total comprehensive income for the year
-
(870)
(870)


At 31 December 2023
99
(1,607)
(1,508)


The notes on pages 17 to 37 form part of these financial statements.

Page 12

 
ESG GROUP HOLDINGS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£000
£000
£000


At 1 January 2022
99
5,419
5,518


Comprehensive income for the year

Loss for the year
-
(262)
(262)
Total comprehensive income for the year
-
(262)
(262)



At 1 January 2023
99
5,157
5,256


Comprehensive income for the year

Loss for the year
-
(370)
(370)
Total comprehensive income for the year
-
(370)
(370)


At 31 December 2023
99
4,787
4,886


The notes on pages 17 to 37 form part of these financial statements.

Page 13

 
ESG GROUP HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£000
£000

Cash flows from operating activities

Loss for the financial year
(870)
(496)

Adjustments for:

Amortisation of intangible assets
545
545

Depreciation of tangible assets
755
608

Interest charge
769
681

Taxation charge
-
(39)

Decrease/(increase) in stocks
51
(70)

Decrease/(increase) in debtors
57
(922)

(Decrease)/increase in creditors
(357)
916

Corporation tax received
-
85

Net cash generated from operating activities

950
1,308


Cash flows from investing activities

Purchase of tangible fixed assets
(715)
(229)

Net cash from investing activities

(715)
(229)

Cash flows from financing activities

Repayment of bank loans
(395)
(289)

Repayment of finance leases
(380)
(467)

New finance leases
262
177

HP interest paid
(86)
(104)

Interest paid
(296)
(251)

Net cash used in financing activities
(895)
(934)
Page 14

 
ESG GROUP HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


2023
2022

£000
£000



Net (decrease)/increase in cash and cash equivalents
(660)
145

Cash and cash equivalents at beginning of year
(750)
(895)

Cash and cash equivalents at the end of year
(1,410)
(750)


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
342
130

Bank overdrafts
(1,752)
(880)

(1,410)
(750)


The notes on pages 17 to 37 form part of these financial statements.

Page 15

 
ESG GROUP HOLDINGS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023





At 1 January 2023
Cash flows
New finance leases
At 31 December 2023
£000

£000

£000

£000

Cash at bank and in hand

130

212

-

342

Bank overdrafts

(880)

(872)

-

(1,752)

Debt due after 1 year

(4,178)

13

-

(4,165)

Debt due within 1 year

(395)

(5)

-

(400)

Finance leases

(1,250)

381

(261)

(1,130)


(6,573)
(271)
(261)
(7,105)

The notes on pages 17 to 37 form part of these financial statements.

Page 16

 
ESG GROUP HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

ESG Group Holdings Limited is a private company limited by shares incorporated in England and Wales. 
Registered number 09232785. The registered office is located at 1 Freebournes Road. Witham, Essex, 
England, CM8 3UN. 
The principal activity of the Group in the year under review was that of processing, toughening and 
laminating glass. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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

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

The financial statements are prepared in pound sterling which is the functional currency of the Group and are rounded to the nearest £'000.

The following principal accounting policies have been applied:

  
2.2

Basis of consolidation

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

 
2.3

Going concern

Following careful consideration of current trading and the financial forecasts for 2025 and 2026 in the context of the Group’s liquidity and headroom position, the Directors have concluded that it is appropriate to continue to prepare the accounts on the going concern basis.



Page 17

 
ESG GROUP HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.5

Turnover

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

Sale of goods

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

Page 18

 
ESG GROUP HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Operating leases: the Group as lessee

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

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

 
2.7

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.

 
2.8

Interest income

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

 
2.9

Finance costs

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

 
2.10

Borrowing costs

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

 
2.11

Pensions

Defined contribution pension plan

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

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

Page 19

 
ESG GROUP HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.12

Taxation

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.

 
2.13

Exceptional items

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

 
2.14

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.
 
2.15

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.

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:

Leasehold improvements
-
Shorter of useful life or balance of the lease
Plant and machinery
-
Over the useful life of the asset
Motor vehicles
-
3 - 7 years
Fixtures and fittings
-
2 - 4 years
Computer equipment
-
3 years

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 20

 
ESG GROUP HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.17

Stocks

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

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.18

Debtors

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

 
2.19

Cash and cash equivalents

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

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.

 
2.20

Creditors

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

 
2.21

Financial instruments

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

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

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried
Page 21

 
ESG GROUP HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.21
Financial instruments (continued)

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 instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

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

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Page 22

 
ESG GROUP HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.21
Financial instruments (continued)


Derecognition of financial instruments

Derecognition of financial assets

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

Derecognition of financial liabilities

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

Page 23

 
ESG GROUP HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Group's accounting policies, the directors are required to make judgments  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's 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 further periods.
Fixed asset investments and intangible assets 
Assessing whether or not investments, goodwill or intangible assets remain unimpaired requires the  exercise of judgement, particularly during a period of change, as a strategy of growth is pursued. In  undertaking this assessment directors have regard to estimates of future profitability, discount rates  and/or multiples of value that might be realised on a sale. Each of these elements is subject to estimation uncertainty that may be subject to future revision. Having undertaken a review as at 31 December 2023 the directors do not consider that any material impairment has arisen. 
Classification of financial instruments 
Assessing the classification of financial instruments, particularly the Company's debt facilities as either  basic or non-basic financial instruments requires the exercise of judgement. For each debt facility  management review the terms of the agreement alongside the requirements of FRS 102 section 11 to determine classification of the debt instrument. Having undertaken a review of new debt facilities entered into during the year the directors consider they are all basic financial instruments. 
Impairment of stock 
At each balance sheet date, the Company assesses stock 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. Determining whether stock is impaired requires management to make judgements. The judgements, estimates and associated assumptions necessary to calculate these amounts are based on historical and forecast sales and consumption information and other reasonable factors.

Page 24

 
ESG GROUP HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£000
£000

Sale of glass
17,921
17,785

17,921
17,785


Analysis of turnover by country of destination:

2023
2022
£000
£000

United Kingdom
17,918
17,759

Rest of Europe
-
11

Rest of the world
3
15

17,921
17,785



5.


Operating profit

The operating profit is stated after charging:

2023
2022
£000
£000

Depreciation of tangible fixed assets held under hire purchase arrangements
316
318

Depreciation of owned tangible fixed assets
439
290

Amortisation of intangible assets including goodwill
545
545

Exchange differences
7
7

Other operating lease rentals
604
588

Page 25

 
ESG GROUP HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Auditors' remuneration

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


2023
2022
£000
£000

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
5
5

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

Audit of accounts of the subsidiary
19
18

Accounts preparation services
3
3

Other services relating to tax
5
5


7.


Employees

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


Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000


Wages and salaries
5,048
4,303
-
-

Social security costs
492
441
-
-

Cost of defined contribution scheme
97
81
-
-

5,637
4,825
-
-


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


        2023
        2022
            No.
            No.







Directors
5
5



Employees
135
115

140
120

The Company has no employees other than the directors, who did not receive any remuneration (2022 -
nil).
Page 26

 
ESG GROUP HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Directors' remuneration

2023
2022
£000
£000



Directors' emoluments
417
447

Company contributions to defined contribution pension schemes
7
7

424
454

During the year retirement benefits were accruing to 3 directors (2022 - 3) in respect of defined
contribution pension schemes.
The highest paid director received remuneration of £148,000 
(2022 - £169,000).
The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £2,000 
(2022 - £2,000).


9.


Interest payable and similar expenses

2023
2022
£000
£000


Bank interest payable
296
250

Loan note interest payable
387
326

Finance leases and hire purchase contracts
86
105

769
681


10.


Taxation


2023
2022
£000
£000

Corporation tax


Adjustments in respect of previous periods
-
(38)


Total current tax
-
(38)

Deferred tax


Origination and reversal of timing differences
-
(1)

Total deferred tax
-
(1)


Taxation on profit/(loss) on ordinary activities
-
(39)
Page 27

 
ESG GROUP HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

2023
2022
£000
£000


Loss on ordinary activities before tax
(870)
(535)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
(205)
(102)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
128
104

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
4
4

Rollover relief on profit on disposal of fixed asset differences
4
(10)

Adjustment to tax charge in respect of prior periods - deferred tax
-
(1)

Adjustments to tax charge in respect of prior periods
-
(38)

Embrasure of deferred tax for changes in tax rates
-
(5)

Deferred tax not recognised
93
9

Other movements
(24)
-

Total tax charge for the year
-
(39)


Factors that may affect future tax charges

There are losses carried forward of £1,307,047 (2022 - £920,395) for which no deferred tax asset has been recognised.

Page 28

 
ESG GROUP HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Exceptional items

2023
2022
£000
£000


Exceptional income
-
43

Exceptional costs
(46)
(29)

46
(14)

During the year ended 31 December 2022 government grants were received from the Covid Additional Relief Fund. No such funds were received this year.
The exceptional costs in 2023 comprise various one-off professional fees. The exceptional costs in 2022 relate to costs incurred in a transport review and optimisation project.


12.


Intangible assets

Group and Company





Goodwill

£000



Cost


At 1 January 2023
5,454



At 31 December 2023

5,454



Amortisation


At 1 January 2023
3,724


Charge for the year on owned assets
545



At 31 December 2023

4,269



Net book value



At 31 December 2023
1,185



At 31 December 2022
1,730



Page 29

 
ESG GROUP HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Tangible fixed assets

Group






Long-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Computer equipment
Total

£000
£000
£000
£000
£000
£000



Cost or valuation


At 1 January 2023
904
4,867
132
183
262
6,348


Additions
6
610
4
26
69
715


Disposals
-
(180)
-
(2)
(45)
(227)



At 31 December 2023

910
5,297
136
207
286
6,836



Depreciation


At 1 January 2023
221
2,023
78
85
175
2,582


Charge for the year on owned assets
97
512
12
56
78
755


Disposals
-
(180)
-
(1)
(45)
(226)



At 31 December 2023

318
2,355
90
140
208
3,111



Net book value



At 31 December 2023
592
2,942
46
67
78
3,725



At 31 December 2022
683
2,844
54
98
87
3,766

Page 30

 
ESG GROUP HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           13.Tangible fixed assets (continued)

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


2023
2022
£000
£000



Plant and machinery
2,248
2,325

2,248
2,325


14.


Fixed asset investments

Company





Investments in subsidiary companies

£000



Cost or valuation


At 1 January 2023
8,092



At 31 December 2023
8,092







Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

ESG Group Limited
1 Freebournes Road, Witham, Essex, CM8 3UN
Ordinary
100%
Printed Glass Solutions Limited *
1 Freebournes Road, Witham, Essex, CM8 3UN
Ordinary
100%
Essex Safety Glass Limited *
1 Freebournes Road, Witham, Essex, CM8 3UN
Ordinary
100%

*These subsidiaries are 100% owned subsidiaries of ESG Group Limited. They are not consolidated on the grounds of being immaterial to the group.

Page 31

 
ESG GROUP HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£000
£000

ESG Group Limited
513
42

Printed Glass Solutions Limited *
(111)
-

Essex Safety Glass Limited *

-
-


15.


Stocks

Group
Group
2023
2022
£000
£000

Raw materials and consumables
422
455

Work in progress
145
163

567
618


The carrying value of stocks are stated net of impairment losses totalling £nil (2022: £nil). Impairment losses totalling  £nil (2022: £nil) were recognised in profit and loss.


16.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000


Trade debtors
3,030
3,069
-
-

Amounts owed by group undertakings
-
-
405
339

Other debtors
7
8
-
-

Prepayments and accrued income
434
451
-
-

3,471
3,528
405
339


The bad debt expense for the period amounted to £7,000 (2022 - £6,000).

Page 32

 
ESG GROUP HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Cash at bank and in hand
342
130
-
1

Less: bank overdrafts
(1,752)
(880)
-
-

(1,410)
(750)
-
1



18.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Bank overdrafts
1,752
880
-
-

Bank loans
400
395
-
-

Trade creditors
1,769
2,060
18
25

Other taxation and social security
533
542
55
55

Obligations under finance lease and hire purchase contracts
422
378
-
-

Other creditors
28
29
-
-

Accruals and deferred income
1,020
1,076
232
176

5,924
5,360
305
256


Secured loans
Bank loans and overdrafts are secured over the assets of the Group.  The bank loans bear interest at  rates ranging from 5.28% to 7.40%. Bank loans are repayable in monthly and quarterly installments. 
Obligations under finance leases and hire purchase agreements are secured over the assets to which  the loans relate.

Page 33

 
ESG GROUP HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Bank loans
859
1,258
-
-

Loan notes
3,306
2,920
3,306
2,920

Net obligations under finance leases and hire purchase contracts
709
872
-
-

4,874
5,050
3,306
2,920


Secured loans
Bank loans and overdrafts are secured over the assets of the Group.  The bank loans bear interest at rates ranging from 5.28% to 7.40%. Bank loans are repayable in monthly and quarterly installments. 
Loan notes are redeemable at maturity and interest is charged at 12%.




20.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Amounts falling due within one year

Bank loans
400
395
-
-

Amounts falling due 1-2 years

Bank loans
859
400
-
-

Loan notes
3,306
2,920
3,306
2,920

Amounts falling due 2-5 years

Bank loans
-
858
-
-

4,565
4,573
3,306
2,920


Page 34

 
ESG GROUP HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2023
2022
£000
£000

Within one year
548
378

Between 1-5 years
773
872

1,321
1,250


22.


Share capital

2023
2022
£000
£000
Allotted, called up and fully paid



503,630 (2022 - 503,630) A Ordinary shares of £0.010 each
5
5
3,820,482 (2022 - 3,820,482) A Ordinary deferred shares of £0.010 each
38
38
3,117,620 (2022 - 3,117,620) B Ordinary shares of £0.010 each
31
31
1,887,380 (2022 - 1,887,380) B Ordinary deferred shares of £0.010 each
19
19
1,997,259 (2022 - 1,997,259) C Ordinary shares of £0.001 each
2
2
2,877,600 (2022 - 2,877,600) F Ordinary shares of £0.001 each
3
3
719,290 (2022 - 719,290) G Ordinary shares of £0.001 each
1
1
1 (2022 - 1) H Ordinary share of £1.000
-
-

99

99

The A and B Ordinary shares have full voting, dividend and capital distribution rights (including on a winding up). The A and B ordinary shares are not redeemable. 
The A and B deferred Ordinary shares do not entitle the holders of such shares to receive any dividends in respect of such shares or to vote at any general meeting or on any written resolution. On a capital distribution, the A and B deferred Ordinary shareholders are only entitled to receive back the nominal
value of such shares. 
The C and F Ordinary shares are irredeemable and carry full voting, dividend and capital distribution   rights (including on a winding up). 
The G Ordinary shares and H shares are irredeemable and do not carry any voting or dividend rights but are entitled to participate in a distribution (including on winding up).



23.


Reserves

Profit and loss account

The profit and loss account includes accumulated profits, losses and capital contributions, less any dividend payments.

Page 35

 
ESG GROUP HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

24.


Capital commitments




At 31 December 2023 the Group and Company had capital commitments as follows:


Group
Group
2023
2022
£000
£000

Contracted for but not provided in these financial statements
8
31

8
31

In addition, the Company has £135,000 (2022 - £88,000) worth of other debtors in respect of deposits paid on capital expenditure, which are shown in prepayments at Note 16.


25.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £97,000 (2022 - £81,000). Contributions totaling £28,000 (2022 - £29,000) were payable to the fund at the balance sheet date.


26.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2023
2022
£000
£000

Land and buildings

Not later than 1 year
455
444

Later than 1 year and not later than 5 years
1,720
1,720

Later than 5 years
455
910

2,630
3,074
Group
Group
2023
2022
£000
£000

Other
  

Not later than 1 year
  
247
92

Later than 1 year and not later than 5 years
  
477
99

  
724
191

Page 36

 
ESG GROUP HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

27.


Related party transactions

At the year end the group owed the following in Investor Loan notes and accrued interest to directors of the Company and related parties: 
M Coupland £31,000
 (2022 - £26,000) 
M Lawrence £16,000
 (2022 - £13,000) 
SL Sinden £16,000
 (2022 - £13,000) 
At the year end, the group was owed £111,000 (2022 - £111,000) by a wholly owned subsidiary. This balance was provided for in full. 
Key management personnel compensation amounted to £474,000 
(2022 - £514,000)
During the year sales of £436 
(2022 - £nil) were made to Directors.
The company has taken advantage of exemptions available in respect of disclosing transactions and balances with wholly-owned subsidiaries, where those companies are included within consolidated financial statements. 


28.


Post balance sheet events

On 24 July 2025, the Group secured new finance facilities totalling £4.5m, comprising a £3.25m receivables finance facility and a £1.25m loan.


29.


Controlling party

Due to the nature of the shareholdings in the Company there is no ultimate controlling party.

Page 37