Caseware UK (AP4) 2024.0.164 2024.0.164 2023-12-31the 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. 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, and2023-12-31truetruetruetruetrue1192023-01-01falsefalseProcessing, toughening and laminating glass.138true 09927672 2023-01-01 2023-12-31 09927672 2022-01-01 2022-12-31 09927672 2023-12-31 09927672 2022-12-31 09927672 2022-01-01 09927672 1 2023-01-01 2023-12-31 09927672 c:Exceptional 2023-01-01 2023-12-31 09927672 c:Exceptional 2022-01-01 2022-12-31 09927672 d:Director1 2023-01-01 2023-12-31 09927672 d:Director2 2023-01-01 2023-12-31 09927672 d:Director3 2023-01-01 2023-12-31 09927672 d:RegisteredOffice 2023-01-01 2023-12-31 09927672 c:Buildings c:LongLeaseholdAssets 2023-01-01 2023-12-31 09927672 c:Buildings c:LongLeaseholdAssets 2023-12-31 09927672 c:Buildings c:LongLeaseholdAssets 2022-12-31 09927672 c:PlantMachinery 2023-01-01 2023-12-31 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09927672 c:LeasedAssetsHeldAsLessee 2023-12-31 09927672 c:LeasedAssetsHeldAsLessee 2022-12-31 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 09927672










ESG GROUP LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
ESG GROUP LIMITED
 
 
COMPANY INFORMATION


Directors
G Brouder 
S L Sinden 
M Lawrence 




Registered number
09927672



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 LIMITED
 

CONTENTS



Page
Strategic report
 
1 - 2
Directors' report
 
3 - 4
Independent auditors' report
 
5 - 8
Statement of comprehensive income
 
9
Balance sheet
 
10
Statement of changes in equity
 
11
Notes to the financial statements
 
12 - 30


 
ESG GROUP LIMITED
 
 
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 Company 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 Company 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 Company 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 Company’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 Company is well positioned to continue its growth trajectory. 
       
Financial metrics
       2023   2022
Turnover      £17,921,000  £17,785,000
*Adjusted EBITDA     £1,487,000  £1,521,000
*Adjusted EBITDA represents earnings before interest, tax, depreciation, amortisation, non-executive costs, exceptional costs, monitoring fees and management charges. 

Principal risks and uncertainties
 
The Directors are involved in the day-to-day running of the Company. As part of the day-to-day operations, they regularly review the principal risks of the Company. The principal risk to the Company is securing a reliable supply of glass. The Company has good relationships with two main UK suppliers of glass to mitigate supplier risk in this area. The Company has the expertise and ability to procure glass from overseas if required. 
The Company 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 action 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 Company 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 Company strives to be the local employer of choice. This provides the Company with a strong operational foundation to drive future growth.  

Page 1

 
ESG GROUP LIMITED
 

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

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


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

make judgments and accounting estimates that are reasonable and prudent;

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

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

Results and dividends

The profit for the year, after taxation, amounted to £42,000 (2022 - £311,000).

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 
S L Sinden 
M Lawrence 

Page 3

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

Financial risk management policies and objectives

Interest rate cash flow risk
The Company'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 Company's financing arrangements.
Foreign currency risk 
The Company's trading activities do not involve significant exposure to foreign currency risks. The Company 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 Company 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 expansions.

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

Opinion


We have audited the financial statements of ESG Group Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of comprehensive income, the Balance sheet, the 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 Company's affairs as at 31 December 2023 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 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 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 LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ESG GROUP 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 Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

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


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


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


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 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.


Page 6

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


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 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 judgement made by management in their significant accounting estimates, in particular in relation to the classification of debt instruments as basic;
Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropiateness.
 
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 unavoidable risks that some misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with 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 identify the 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 LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ESG GROUP 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
  
Ipswich

19 August 2025
Page 8

 
ESG GROUP LIMITED
 
 
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
  
(6,146)
(5,834)

Exceptional income
  
-
43

Exceptional costs
  
-
(29)

Operating profit
 5 
424
627

Interest payable and similar expenses
 9 
(382)
(355)

Profit before tax
  
42
272

Tax on profit
 10 
-
39

Profit for the financial year
  
42
311

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 12 to 30 form part of these financial statements.

Page 9

 
ESG GROUP LIMITED
REGISTERED NUMBER: 09927672

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£000
£000

Fixed assets
  

Tangible assets
 12 
3,725
3,766

  
3,725
3,766

Current assets
  

Stocks
 14 
567
618

Debtors: amounts falling due within one year
 15 
3,469
3,530

Cash at bank and in hand
 16 
342
129

  
4,378
4,277

Creditors: amounts falling due within one year
 17 
(6,022)
(5,442)

Net current liabilities
  
 
 
(1,644)
 
 
(1,165)

Total assets less current liabilities
  
2,081
2,601

Creditors: amounts falling due after more than one year
 18 
(1,568)
(2,130)

  

Net assets
  
513
471


Capital and reserves
  

Called up share capital 
 21 
2
2

Profit and loss account
 22 
511
469

  
513
471


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 12 to 30 form part of these financial statements.

Page 10

 
ESG GROUP LIMITED
 

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
2
158
160


Comprehensive income for the year

Profit for the year
-
311
311



At 1 January 2023
2
469
471


Comprehensive income for the year

Profit for the year
-
42
42


At 31 December 2023
2
511
513


The notes on pages 12 to 30 form part of these financial statements.

Page 11

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

1.


General information

ESG Group Limited is a private company limited by shares, incorporated in England and Wales. Registered number 09927672. The registered office of the Company is 1 Freebournes Road, Witham, Essex, CM8 3UN.
The principal activity of the Company 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 financial statements are presented in pound sterling, which is the functional currency of the Company and are rounded to the nearest £'000.

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

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

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

This information is included in the consolidated financial statements of ESG Group Holdings Limited as at 31 December 2023 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.

 
2.3

Going concern

Following careful consideration of current trading and the financial forecasts for 2025 and 2026 in the context of the Company’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 12

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

2.Accounting policies (continued)

 
2.4

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover 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 turnover is recognised:

Sale of goods

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of turnover can be measured reliably;
it is probable that the Company 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.

 
2.5

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:

Long-term leasehold property
-
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 13

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

2.Accounting policies (continued)

  
2.6

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be 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 purposes of assessing impairment, assets are grouped at the lowest levels for which there 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.

 
2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.8

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. 
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.

 
2.9

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.

 
2.10

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.

Page 14

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

2.Accounting policies (continued)

 
2.11

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 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'.

 
2.12

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.

 
2.13

Financial instruments

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

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

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

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of
Page 15

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

2.Accounting policies (continued)


2.13
Financial instruments (continued)

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 Company after the deduction of all its liabilities.

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

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

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


Derecognition of financial instruments

Derecognition of financial assets

Page 16

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

2.Accounting policies (continued)


2.13
Financial instruments (continued)

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

Derecognition of financial liabilities

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

 
2.14

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.

 
2.15

Operating leases: the Company as lessee

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

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

 
2.16

Pensions

Defined contribution pension plan

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

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

 
2.17

Borrowing costs

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

Page 17

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

2.Accounting policies (continued)

 
2.18

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 Statement of comprehensive income in the same period as the related expenditure.

 
2.19

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 operates and generates income.

 
2.20

Exceptional items

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

Page 18

 
ESG GROUP 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 Company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
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 the 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 19

 
ESG GROUP 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
395
290

Impairment of computer equipment
44
-

Exchange differences
7
7

Other operating lease rentals
604
588

Page 20

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

6.


Auditors' remuneration

During the year, the Company 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 Company's financial statements

19
18

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


7.


Employees

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


2023
2022
£000
£000

Wages and salaries
5,061
4,303

Social security costs
492
441

Cost of defined contribution scheme
97
81

5,650
4,825


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


        2023
        2022
            No.
            No.







Directors
3
3



Employees
135
116

138
119

Page 21

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

8.


Directors' remuneration

2023
2022
£000
£000

Directors' emoluments
405
442

Company contributions to defined contribution pension schemes
7
7

412
449


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 Company'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

Finance leases and hire purchase contracts
86
105

382
355


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 22

 
ESG GROUP 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 lower than (2022 - lower than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

2023
2022
£000
£000


Profit on ordinary activities before tax
42
272


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
10
52

Effects of:


Expenses not deductible for tax purposes
(4)
3

Fixed asset differences
(4)
(10)

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

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

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

Deferred tax not recognised
(2)
(40)

Total tax charge for the year
-
(39)


Factors that may affect future tax charges

There are losses carried forward of £3,940,535 (2022 - £3,869,127) for which no deferred tax asset has
been recognised.


11.


Exceptional items

2023
2022
£000
£000


Exceptional income
-
43

Exceptional costs
-
(29)

-
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 2022 relate to costs incurred on a transport review and optimisation project.

Page 23

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

12.


Tangible fixed assets





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

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

Page 24

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

13.


Fixed asset investments

As at 31 December 2023, the value of investments net of provisions was £nil (2022 - £nil).
Subsidiary undertakings
The following were subsidiary undertakings of the company:
  
                                                                                                                       
 Class of 
Name                                                                                                               shares           Holding
Printed Glass Solutions Limited                                                                        Ordinary             100%
Essex Safety Glass Limited                                                                              Ordinary             100%
The aggregate of the share capital and reserves as at 31 December 2022 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         Profit /
                                                                                                                       reserves         (Loss)
                                                                                                                             £000            £000
Printed Glass Solutions Limited                                                                               (111)              -
Essex Safety Glass Limited                                                                            
           -                  -       
 













14.


Stocks

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.

Page 25

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

15.


Debtors

2023
2022
£000
£000


Trade debtors
3,027
3,070

Amounts owed by group undertakings
1
1

Other debtors
7
8

Prepayments and accrued income
434
451

3,469
3,530


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


16.


Cash and cash equivalents

2023
2022
£000
£000

Cash at bank and in hand
342
129

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

(1,410)
(751)


Page 26

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

17.


Creditors: Amounts falling due within one year

2023
2022
£000
£000

Bank overdrafts
1,752
880

Bank loans
400
395

Trade creditors
1,748
2,036

Amounts owed to group undertakings
406
339

Other taxation and social security
478
486

Obligations under finance lease and hire purchase contracts
422
378

Other creditors
28
29

Accruals and deferred income
788
899

6,022
5,442


Secured loans
Bank loans and overdrafts are secured by way of a fixed charge over the assets of the Company. The bank loans bear interest at rates ranging from 5.28% to 7.40%. Bank loans are repayable in monthly and quarterly instalments.
Obligations under finance lease and hire purchase agreements are secured over the assets to which the loans relate.


18.


Creditors: Amounts falling due after more than one year

2023
2022
£000
£000

Bank loans
859
1,258

Net obligations under finance leases and hire purchase contracts
709
872

1,568
2,130


Secured loans
Bank loans and overdrafts are secured by way of a fixed charge over the assets of the Company. The bank loans bear interest at rates ranging from 5.28% to 7.40%. Bank loans are repayable in monthly and quarterly instalments.
Obligations under finance lease and hire purchase agreements are secured over the assets to which the loans relate.

Page 27

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

19.


Loans


Analysis of the maturity of loans is given below:


2023
2022
£000
£000

Amounts falling due within one year

Bank loans
400
395

Amounts falling due 1-2 years

Bank loans
859
400

Amounts falling due 2-5 years

Bank loans
-
859


1,259
1,654



20.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

2023
2022
£000
£000


Within one year
548
378

Between 1-5 years
773
872

1,321
1,250


21.


Share capital

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



2,000 (2022 - 2,000) Ordinary shares of £1.00 each
2
2

Each share is entitled to one vote in any circumstance. Each share has equal rights to dividends. Each share is entitled to participate in a distribution from a wind-up of the Company.



22.


Reserves

Profit and loss account

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

Page 28

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

23.


Capital commitments


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

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 prepayment at Note 15.


24.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company 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.


25.


Commitments under operating leases

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

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

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 29

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

26.


Related party transactions

The Company has taken advantage of exemptions available in respect of disclosing transactions and balances with wholly-owned companies within the group headed by ESG Group Holdings Limited, where those companies are included within consolidated financial statements.
At the period-end the Company 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 £461,000
 (2022 - £505,000).
During the year sales of £436 
(2022 - £nil) were made to Directors.


27.


Post balance sheet events

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


28.


Controlling party

The immediate parent company at the balance sheet date was ESG Group Holdings Limited, a Company registered in England & Wales. The smallest and largest group for which consolidated financial statements are prepared is that headed by ESG Group Holdings Limited.

 
Page 30