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Registered number: 14773269



















EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
FINANCIAL STATEMENTS
 31 DECEMBER 2024













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EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

COMPANY INFORMATION


Directors
E J B Ainsworth 
P J Strafford 
A Payne (appointed 13 May 2025)
M I Watford (appointed 1 January 2024, resigned 3 April 2025)




Registered number
14773269



Registered office
85 Great Portland Street
First Floor

London

W1W 7LT




Independent auditor
Armstrong Watson Audit Limited
Chartered Accountants & Statutory Auditors

Third Floor

10 South Parade

Leeds

West Yorkshire

LS1 5QS





 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 3
Directors' Report
 
4 - 7
Independent Auditor's Report
 
8 - 11
Consolidated Statement of Comprehensive Income
 
12
Consolidated Balance Sheet
 
13
Company Balance Sheet
 
14
Consolidated Statement of Changes in Equity
 
15
Company Statement of Changes in Equity
 
16
Consolidated Statement of Cash Flows
 
17 - 18
Consolidated Analysis of Net Debt
 
19
Notes to the Financial Statements
 
20 - 40


 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The Directors present their strategic review on the Company and its subsidiaries (together referred to as the “Group”) for the year ended 31 December 2024.

Business review
 
The principal activities of the Group are:
 
Supplying and installing renewable and low-energy products to residential and commercial buildings, including solar PV panels, solar batteries, air and ground source heat pumps, mechanical ventilation and heat recovery systems (MVHR), triple glazed windows and insulation. 
The Group currently operates from over ten offices located across the UK. The Group continues to invest in the development of the office structure to give a true national coverage with a nationwide engineering base that is within a reasonable travel time of most customers.
The Group has invested, during the year, in an integrated operations system to monitor and control work performed by its growing, national engineering base.
On 29 February 2024, the Group acquired 100% of the ordinary share capital of J L Phillips Renewable Energy Limited, a company offering the supply and installation of solar PV panels, batteries, ground source and air source heat pumps, underfloor heating and biomass boiler Installations.
On 12 July 2024, the Group acquired 100% of the ordinary share capital of H2ECO Limited, a company offering the supply and installation of solar PV panels, batteries and heat pumps to both the residential and commercial markets. 
Sale of Qoda Consulting Limited
On 31 January 2025, following a strategic review of the Group’s priorities, it sold its enterprise consultancy business Qoda Consulting Limited in order to sharpen its focus on its sustainable energy businesses.
Environmental, Social and Governance
The Group remains committed to its ESG (Environmental, Social, Governance) responsibilities. The Group has developed a comprehensive Carbon Reporting Methodology and successfully prepared carbon footprint data and an ESG report for 2024.
Energy and carbon audits have been conducted, with action plans in place to enhance energy efficiency and explore renewable energy opportunities.

Page 1

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties
 
The Directors manage the risks and uncertainties at a Group level, rather than an individual company level. The principal risks and uncertainties are:
 
Failure of product or systems could result in reputational damage, litigation and potential loss of customers. The Group has strong risk management policies, procedures and systems throughout the organization which are compliant with regulatory requirements.
 
Ability to attract, retain and develop a sufficiently skilled and experienced workforce. The Group has invested in staff training programmes, has competitive compensation packages and management incentive schemes.
 
The Group’s IT systems could fail due to a severe IT fault or cyber crime. The outsourced IT team, and employed group IT manager, maintains tight access controls over data and IT systems and continually monitors performance. EBS has disaster recovery and business continuity plans which will be implemented should an IT disaster occur.  
 
Downturn in market and general economic conditions. The board believes that a general downturn should not adversely affect the Group as its business is across a number of sectors and the economics of solar PV panels and heat pump installations are very compelling. There is also a strong ecological movement which should help shelter the markets EBS operates in.
 
Failure to successfully integrate acquisitions into the Group and maintain revenue and profit growth. The Group has progressively improved its integration model and conducts extensive due diligence prior to acquisition which helps mitigate issues surrounding integration.
 
Poor performance by third parties and retained subcontractors. The majority of work is undertaken by the Group’s own employees. When third parties or sub contractors are used they are processed through EBS’s thorough vetting procedure to ensure that only capable and suitable companies are used.

Results and key financial performance indicators
 
The Group has continued to make good progress, through a combination of both organic growth and through its acquisitive “buy and build” strategy. During 2024 the business made two acquisitions which widened its national coverage, and enabled expansion into adjacent market sectors. Throughout 2024 the Group has successfully built its central resources with a number of key roles recruited, which deepens the technical and operational capabilities of the Group whilst also delivering capability and capacity to manage and integrate the acquired companies.
The renewables market slowed in 2024 due mainly to reductions in the electricity cap, increased interest rates and the “cost of living” crisis. This, along with an increase in thetime taken for Consultancy projects to start on site, adversely impacted revenue, gross margin and profitability.
Turnover was broadly flat in the year in the year excluding Qoda. 
During the year, the Board decided to split the business into two separate operating entities: 
 
An installation business focused on installing low-energy products in residential and commercial buildings, including solar PV panels, solar batteries, air and ground source heat pumps, mechanical ventilation and heat recovery systems (MVHR), triple-glazed windows, and insulation.
 
A consultancy business providing design, consultancy, and advice on making new and existing buildings more energy efficient. At the year end, this consultancy business was held for sale, which completed shortly after the year end.
 
In 2024, the installation business had revenues of £28.14 million. 

Page 2

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Business performance outlook
 
The Directors are confident that in the financial year ending 31 December 2025 the business will, through further development and growth of the existing businesses and recent acquisitions, along with our market consolidator position, see further significant progress. The planned increase in electricity prices, drive to be more environmentally friendly and agreed changes to building regulations should result in substantial market growth which will support our revenue and profit growth targets.
The business tracks financial performance at an operational level, including the impact of inflation on financial results, and negotiates with suppliers and customers to ensure that appropriate mitigating actions are taken so that the current cost of living pressures do not materially affect the Group’s results.

Directors' statement of compliance with duty to promote the success of the Group
 
Under s172 of the Companies Act 2006 directors of UK companies have a duty to promote the success of their Company for the benefit of the members as a whole and, in doing so, have regard to:

a. the likely consequences of any decision in the long term;
b. the interests of the Company's employees; 
c. the need to foster the Company's business relationships with suppliers, customers and others;
d. the impact of the Company's operations on the community and the environment;
e. the desirability of the Company maintaining a reputation for high standards of business conduct; and
f. the need to act fairly between members of the company.
 
The directors of Efficient Building Solutions Group Limited consider the following areas to be of key importance in its fulfilment of this duty:
 
carrying out detailed planning and forecasting to ensure the ongoing financial safety of the business;
seeking opportunities, by finding new locations to buy land and build new homes, to grow the business for the benefit of current and future employees, customers and suppliers as well as the wider UK economy;
maintaining the highest standards of integrity and honesty in the Company's dealings with employees, suppliers, the general public and local and national government;
prioritising the maintenance of the highest standards of health and safety and environmental protection through investment in training, equipment, monitoring and external support;
working to constantly maintain and improve the quality of the homes that we build, and providing the best possible aftersales support to our customers; and
listening to feedback from customers in order to identify scope for improvement and to drive to achieve the highest possible reputation for the quality of our designs, standards of construction and customer care.
 
The results of the measures that we have taken in these areas can be seen in: our positive financial results, the increased strength of our Balance Sheet and land bank, our excellent health and safety and environmental records, and our improving quality ratings as measured by independent surveys.


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



................................................
A Payne
Director

Date: 29 September 2025

Page 3

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

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;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 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 £8,684,428 (2023 - loss £3,907,799).

No dividends were declared or paid in the year (2023: £Nil). There are no proposed dividends.

Directors

The directors who served during the year were:

E J B Ainsworth 
P J Strafford 
M I Watford (appointed 1 January 2024, resigned 3 April 2025)

Future developments

A review of the Group’s operations and future developments is covered in the strategic report.

Page 4

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Financial risk management

Liquidity is managed by regular monitoring of working capital (debtors, payables and inventory) and costs by the Directors. Cash flow is monitored on a weekly basis for the Group.
 
The Group monitors credit risk closely and considers that its current policies meet its objectives of managing exposure to the risk. The Group has no significant concentration of credit risk.
 
The Group operates within the UK. All customers and most suppliers are also based in the UK, therefore there is little risk from fluctuations in exchange rates.

Engagement with employees

The Group's policy is to keep employees informed on matters relevant to them as employees through regular meetings. All employees have access to some form of pension scheme.

Qualifying third party indemnity provisions

As permitted by the Articles of Association, the Directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by section 234 of the Companies Act 2006. The indemnity was in force throughout the financial year and is still in force. The Company also purchased and maintained throughout the financial year Directors’ and Officers’ liability insurance in respect of itself and its Directors.

Page 5

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Greenhouse gas emissions, energy consumption and energy efficiency action

Overview
Efficient Building Solutions Group Limited (EBS-G) is the holding company of a group that supply and install low energy products in the UK. Business activities which lead to the consumption of fuel are primarily the vehicles, and office space which requires the consumption of fuel to heat and provide power to the premises.

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Quantification and reporting methodology
We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol - Corporate Standard and have used the 2024 UK Government's Conversion Factors for Company Reporting.
Measurements taken to improve energy efficiency
EBS-G continue to strive for energy and carbon reduction arising from their activities. However, no energy efficiency actions were recorded during this reporting period.
Materiality
EBS-G are reporting upon all the required fuel sources as per SECR requirements. Due to missing electricity bills for several temporary electricity supplies in 2024, we have used the 2023 consumption figures for these sites as an estimate to ensure the reported data more accurately reflects actual usage. Any estimations used within this report are detailed within the evidence pack.
Preparation of the report
This report has been prepared for EBS-G by an independent, external energy consultant.

Page 6

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Post balance sheet events

On 31st January 2025, Qoda Consulting Limited was sold to Global Sustainable Buildings Consultancy Limited for a consideration of £4,021,000. This represents the sale of the consultancy arm of the group, as the group focuses on sustainable building technologies and low-energy solutions. The disposal does not affect the going concern status of the Group and has been treated as a non-adjusting post-balance sheet event in accordance with FRS 102 Section 32.

Auditor

The auditor, Armstrong Watson Audit Limitedwill 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.
 





................................................
A Payne
Director

Date: 29 September 2025

Page 7

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

Opinion


We have audited the financial statements of Efficient Building Solutions Group Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting 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 2024 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


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 8

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EFFICIENT BUILDING SOLUTIONS GROUP LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual 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.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 9

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EFFICIENT BUILDING SOLUTIONS GROUP LIMITED (CONTINUED)


Auditor's responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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:

We obtained an understanding of laws and regulations that affect the company, focusing on those that had a direct effect on the financial statements or that had a fundamental effect on its operations. Key laws and regulations that we identified included the UK Companies Act, tax legislation and occupational health and employment legislation.
 
We enquired of the directors, reviewed correspondence with HMRC and reviewed directors meeting minutes for evidence of non-compliance with relevant laws and regulations. We also reviewed controls the directors have in place to ensure compliance.
 
We gained an understanding of the controls that the directors have in place to prevent and detect fraud. We enquired of the directors about any incidences of fraud that had taken place during the accounting period.
 
The risk of fraud and non-compliance with laws and regulations and fraud was discussed within the audit team and tests were planned and performed to address these risks. We identified the potential for fraud in the following areas: revenue recognition and management override of controls.
 
We reviewed financial statements disclosures and tested to supporting documentation to assess compliance with relevant laws and regulations discussed above.
 
We enquired of the directors and third-party advisors about actual and potential litigation and claims.
 
We performed analytical procedures to identify any unusual or unexpected relationships that might indicate risks of material misstatement due to fraud.
 
In addressing the risk of fraud due to management override of internal controls we tested the appropriateness of journal entries and assessed whether the judgments made in making accounting estimates were indicative of a potential bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including
those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk
increases the more that compliance with a law or regulation is removed from the events and transactions
reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.
The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves
intentional concealment, forgery, collusion, omission or misrepresentation.


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


Page 10

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EFFICIENT BUILDING SOLUTIONS 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 Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Matthew Osbourne (Senior Statutory Auditor)
for and on behalf of
Armstrong Watson Audit Limited
Chartered Accountants & Statutory Auditors
Leeds

29 September 2025
Page 11

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

As restated
2024
2023
Note
£
£

  

Turnover
 4 
33,318,973
35,391,574

Cost of sales
  
(26,077,703)
(24,750,982)

Gross profit
  
7,241,270
10,640,592

Administrative expenses
  
(11,356,125)
(11,331,410)

Other operating income
  
3,873
-

Operating loss before adjusting items
 5 
(4,110,982)
(690,818)

Adjusting Items
 6 
(4,211,443)
(3,213,104)

Operating loss
  
(8,322,425)
(3,903,922)

Interest receivable and similar income
 10 
13,204
12,297

Interest payable and similar expenses
 11 
(82,378)
(37,891)

Loss before taxation
  
(8,391,599)
(3,929,516)

Tax on loss
 12 
(292,829)
21,717

Loss for the financial year
  
(8,684,428)
(3,907,799)

(Loss) for the year attributable to:
  

Owners of the parent Company
  
(8,684,428)
(3,907,799)

  
(8,684,428)
(3,907,799)

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

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

Page 12

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
REGISTERED NUMBER: 14773269

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
20,676,757
18,356,631

Tangible assets
 14 
1,371,373
1,213,790

  
22,048,130
19,570,421

Current assets
  

Stocks
 16 
1,664,586
1,667,617

Debtors: amounts falling due within one year
 17 
4,163,521
5,131,483

Cash at bank and in hand
 18 
1,753,300
2,622,433

  
7,581,407
9,421,533

Creditors: amounts falling due within one year
 19 
(12,473,747)
(10,813,384)

Net current liabilities
  
 
 
(4,892,340)
 
 
(1,391,851)

Total assets less current liabilities
  
17,155,790
18,178,570

Creditors: amounts falling due after more than one year
 20 
(403,442)
(12,440,086)

Net assets
  
16,752,348
5,738,484


Capital and reserves
  

Called up share capital 
 24 
3,154
1

Share premium account
 25 
32,223,979
-

Merger reserve
 25 
-
12,528,840

Profit and loss account
 25 
(15,474,785)
(6,790,357)

Equity attributable to owners of the parent Company
  
16,752,348
5,738,484

  
16,752,348
5,738,484


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




................................................
A Payne
Director

Date: 29 September 2025

The notes on pages 20 to 40 form part of these financial statements.

Page 13

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
REGISTERED NUMBER: 14773269

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 15 
29,108,350
-

  
29,108,350
-

Current assets
  

Debtors: amounts falling due within one year
 17 
-
1

Cash at bank and in hand
 18 
219,590
-

  
219,590
1

Creditors: amounts falling due within one year
 19 
(1,123,960)
-

Net current (liabilities)/assets
  
 
 
(904,370)
 
 
1

Total assets less current liabilities
  
28,203,980
1

  

  

Net assets
  
28,203,980
1


Capital and reserves
  

Called up share capital 
 24 
3,154
1

Share premium account
 25 
32,223,979
-

Loss/(profit) for the year
  
(4,023,153)
-

Profit and loss account carried forward
  
(4,023,153)
-

  
28,203,980
1


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


................................................
A Payne
Director

Date: 29 September 2025

The notes on pages 20 to 40 form part of these financial statements.

Page 14

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


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

£
£
£
£
£
£


At 1 January 2023
1
-
2,442
-
(2,882,558)
(2,880,115)



Loss for the year
-
-
-
-
(3,907,799)
(3,907,799)

Transfer between other reserves
-
-
(2,442)
12,528,840
-
12,526,398



At 1 January 2024
1
-
-
12,528,840
(6,790,357)
5,738,484



Loss for the year
-
-
-
-
(8,684,428)
(8,684,428)


Contributions by and distributions to owners

Shares issued during the year
3,153
32,223,979
-
-
-
32,227,132

Transfer between other reserves
-
-
-
(12,528,840)
-
(12,528,840)


At 31 December 2024
3,154
32,223,979
-
-
(15,474,785)
16,752,348


The notes on pages 20 to 40 form part of these financial statements.

Page 15

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


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

£
£
£
£


At 1 January 2023
1
-
-
1



At 1 January 2024
1
-
-
1



Loss for the year
-
-
(4,023,153)
(4,023,153)


Contributions by and distributions to owners

Shares issued during the year
3,153
32,223,979
-
32,227,132


At 31 December 2024
3,154
32,223,979
(4,023,153)
28,203,980


The notes on pages 20 to 40 form part of these financial statements.

Page 16

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
£
£

Cash flows from operating activities

Loss for the financial year
(8,684,428)
(3,907,799)

Adjustments for:

Amortisation of intangible assets
2,755,174
1,980,250

Depreciation of tangible assets
1,420,470
353,929

Loss on disposal of tangible assets
(26,775)
-

Interest paid
82,379
37,891

Interest received
(13,204)
(12,297)

Taxation charge
292,829
(21,717)

(Increase) in stocks
(3,031)
(300,087)

Decrease in debtors
545,864
283,362

Increase in creditors
9,433,002
281,909

Corporation tax (paid)
(26,287)
(102,640)

Net cash generated from operating activities

5,775,993
(1,407,199)


Cash flows from investing activities

Purchase of intangible fixed assets
(4,750,025)
(7,741,960)

Purchase of tangible fixed assets
(1,978,363)
(659,145)

Sale of tangible fixed assets
279,866
25,616

Purchase of fixed asset investments
(100)
-

Interest received
13,204
12,297

HP interest paid
(3,744)
-

Deferred consideration due
(1,312,000)
1,312,000

Net cash from investing activities

(7,751,162)
(7,051,192)

Cash flows from financing activities

Issue of ordinary shares
-
654,998

Related party loan
-
9,591,289

Repayment of loans
(36,645)
23,989

Convertible loan notes
950,000
-

Repayment of/new finance leases
271,316
8,782

Interest paid
(78,635)
(37,891)

Net cash used in financing activities
1,106,036
10,241,167

Net (decrease)/increase in cash and cash equivalents
(869,133)
1,782,776
Page 17

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024


2024
2023

£
£



Cash and cash equivalents at beginning of year
2,622,433
839,657

Cash and cash equivalents at the end of year
1,753,300
2,622,433


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,753,300
2,622,433

1,753,300
2,622,433


The notes on pages 20 to 40 form part of these financial statements.

Page 18

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2024




At 1 January 2024
Cash flows
At 31 December 2024
£

£

£

Cash at bank and in hand

2,622,433

(869,133)

1,753,300

Debt due after 1 year

(101,101)

72,150

(28,951)

Debt due within 1 year

(55,388)

(949,220)

(1,004,608)

Finance leases

(261,437)

(271,316)

(532,753)


2,204,507
(2,017,519)
186,988

The notes on pages 20 to 40 form part of these financial statements.

Page 19

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

The company is a private company limited by share capital, incorporated in England.
85 Great Portland Street,
London,
W1W 7LT
These financial statements were authorised for issue by the Board on

2.Accounting policies

  
2.1

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

 
2.2

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 accounts are presented in £ sterling and are rounded to the nearest £1.

The following principal accounting policies have been applied:

 
2.3

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 deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2021.

Page 20

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

Going concern

The financial statements have been prepared on a going concern basis. The Group incurred a loss before taxation of £8.4m and had net current liabilities of £4.9m as at 31 December 2024.
 
The owner of the Group has provided a letter of support confirming their intention to support the Group for at least 12 months from the date of signing of the financial statements and enable the Group to meet its financial obligations as they fall due. As a result of this, the Directors believe the business has sufficient resources to continue operations and thus are confident the Group is a going concern.

  
2.5

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

 
2.6

Revenue

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.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Page 21

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
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 22

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.12

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


 
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.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Page 23

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
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, on a reducing balance basis.

Depreciation is provided on the following basis:

Long-term leasehold property
-
straight line over the length of the lease
Plant and machinery
-
20% straight line
Motor vehicles
-
25% straight line
Office equipment
-
33% straight line
Other fixed assets
-
25% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.16

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.

 
2.17

Valuation of investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment. Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

 
2.18

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.

Page 24

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.19

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.

 
2.20

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.

 
2.21

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.

  
2.22

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

 
2.23

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.24

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.

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

Financial instruments are recognised in the 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

Page 25

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.24
Financial instruments (continued)

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

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 creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments 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 creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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.


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 amounts of assets and liabilities that are not readily apparent from other sources. Such estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant.
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, if the revision affects only that period.
If the revision affects both the current and future periods, the revision will impact both the period of the revision and future periods.
The directors consider the material estimates and judgments are applied in assessing the carrying value of investments and intangible fixed assets. The directors assess the economic viability and expected future financial performance of the asset and where it is a components of a larger cash-generating unit, the viability and expected future performance of that unit.

Page 26

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

4.


Turnover

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


2024
2023
£
£

Sale of goods and services
28,140,423
28,748,487

Consultancy services
5,178,550
6,643,087

33,318,973
35,391,574


Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
33,318,973
35,391,574

33,318,973
35,391,574


All turnover arose within the United Kingdom.


5.


Operating loss

The operating loss is stated after charging adjusting items in note 6:

2024
2023
£
£

Depreciation expense
526,520
353,929

Foreign exchange
(3,088)
8,115


6.


Adjusting items

2024
2023
£
£


Management fees payable
26,937
165,946

Merger and acquisition costs
90,029
300,699

Exceptional restructuring costs
1,651,148
766,209

Amortisation expense
2,443,329
1,980,250

4,211,443
3,213,104

Exceptional costs relate to discontinued operations, restructuring and closure costs.

Page 27

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

7.


Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor and its associates:


2024
2023
£
£

Fees payable to the Company's auditor and its associates for the audit of the consolidated and parent Company's financial statements
104,450
89,500


8.


Employees

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


Group
Group
2024
2023
£
£


Wages and salaries
13,468,737
12,500,620

Social security costs
1,149,609
1,146,838

Cost of defined contribution scheme
481,853
426,880

15,100,199
14,074,338


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



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









All staff
301
327
3
-


9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
505,140
482,226

Group contributions to defined contribution pension schemes
21,607
16,516

526,747
498,742


During the year retirement benefits were accruing to no directors (2023 - NIL) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £222,400 (2023 - £184,673).

Page 28

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

10.


Interest receivable

2024
2023
£
£


Other interest receivable
13,204
12,297

13,204
12,297


11.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
69,225
37,891

Other loan interest payable
9,409
-

Finance leases and hire purchase contracts
3,744
-

82,378
37,891


12.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
36,918
(66,920)

Adjustments in respect of previous periods
(91,175)
-


(54,257)
(66,920)


Total current tax
(54,257)
(66,920)

Deferred tax


Origination and reversal of timing differences
378,200
45,203

Adjustment in respect of prior year
(31,114)
-

Total deferred tax
347,086
45,203


Tax on loss
292,829
(21,717)
Page 29

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
12.Taxation (continued)


Factors affecting tax charge for the year

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

2024
2023
£
£


Loss on ordinary activities before tax
(8,391,599)
(3,929,516)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
(2,097,900)
(982,379)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
656,143
463,678

Capital allowances for year in excess of depreciation
2,911
432

Adjustments to tax charge in respect of prior periods
(122,289)
-

Deferred tax not recognised
1,221,101
346,236

Deferred tax
378,200
45,203

Non allowable expenses
253,670
96,382

Other differences
993
8,731

Total tax charge for the year
292,829
(21,717)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 30

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Intangible assets

Group and Company





Computer software
Goodwill
Total

£
£
£



Cost


At 1 January 2024
931,470
21,531,601
22,463,071


Additions
436,366
4,313,659
4,750,025


Other
194,672
-
194,672



At 31 December 2024

1,562,508
25,845,260
27,407,768



Amortisation


At 1 January 2024
201,159
3,905,281
4,106,440


Charge for the year
178,156
2,265,273
2,443,429


Other
47,453
-
47,453


Impairment charge
133,689
-
133,689



At 31 December 2024

560,457
6,170,554
6,731,011



Net book value



At 31 December 2024
1,002,051
19,674,706
20,676,757



At 31 December 2023
730,311
17,626,320
18,356,631



Page 31

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Tangible fixed assets

Group






Long-term leasehold property
Plant and machinery
Motor vehicles
Office equipment
Other fixed assets
Total

£
£
£
£
£
£



Cost or valuation


At 1 January 2024
246,210
335,215
724,737
361,765
482,396
2,150,323


Additions
87,448
152,855
885,110
431,901
-
1,557,314


Acquisition of subsidiary
49,457
85,212
269,346
17,034
-
421,049


Disposals
-
(41,894)
(242,401)
(232,354)
(444,020)
(960,669)


Transfer
-
(194,672)
-
-
-
(194,672)



At 31 December 2024

383,115
336,716
1,636,792
578,346
38,376
2,973,345



Depreciation


At 1 January 2024
71,812
93,645
230,889
183,384
356,803
936,533


Charge for the year on owned assets
42,257
123,345
732,076
335,955
2,898
1,236,531


Disposals
-
(32,722)
(182,475)
(171,056)
(321,325)
(707,578)


Acquisition of subsidiary
20,946
48,813
106,320
7,860
-
183,939


Transfer
-
(47,453)
-
-
-
(47,453)



At 31 December 2024

135,015
185,628
886,810
356,143
38,376
1,601,972



Net book value



At 31 December 2024
248,100
151,088
749,982
222,203
-
1,371,373



At 31 December 2023
174,398
241,570
493,848
178,381
125,593
1,213,790

Page 32

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


Additions
33,131,492



At 31 December 2024
33,131,492



Impairment


Charge for the period
4,023,142



At 31 December 2024

4,023,142



Net book value



At 31 December 2024
29,108,350



At 31 December 2023
-


Subsidiary undertakings


The following subsidiaries are exempt from the requirement to have their financial statements audited under Section 479A of the Companies Act 2006. The parent company, Efficient Building Solutions Group Limited, has guaranteed all outstanding liabilities of these subsidiaries as at 31 December 2024:

Name

Registered office

Class of shares

Holding

Efficient Building Solutions Limited
85 Great Portland Street, London W1W 7LT
Class A, B and C Ordinary
100%
Geneff Limited
85 Great Portland Street, London W1W 7LT
Class A and B Ordinary
100%
GoEco Renewables Limited
85 Great Portland Street, London W1W 7LT
Ordinary
100%
Bright Green Renewables Limited
85 Great Portland Street, London W1W 7LT
Ordinary
100%
QODA Consulting Limited
85 Great Portland Street, London W1W 7LT
Ordinary
100%
Environmental Construction Products Limited
85 Great Portland Street, London W1W 7LT
Ordinary
100%
Enhabit Limited*
85 Great Portland Street, London W1W 7LT
Ordinary
100%
AHAF (Holdings) Limited*
85 Great Portland Street, London W1W 7LT
Ordinary
100%
Passisash Limited*
22 Great James Street, London, WCIN 3ES
Ordinary
100%
Group ECP Limited
35 Westgate, Huddersfield, HD1 1PA
Ordinary
100%
Page 33

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Subsidiary undertakings (continued)


Name

Registered office

Class of shares

Holding

Cunnington Clark Limited
85 Great Portland Street, London W1W 7LT
Ordinary
100%
East Anglia Renewables Limited
85 Great Portland Street, London W1W 7LT
Ordinary
100%
Steve Cross Plumbing & Heating Limited
85 Great Portland Street, London W1W 7LT
Ordinary
100%
The Unique Energy Company Limited
85 Great Portland Street, London W1W 7LT
Ordinary
100%
MY Electrical Renewables Limited
85 Great Portland Street, London W1W 7LT
Ordinary
100%
Inspired Renewables Limited
85 Great Portland Street, London W1W 7LT
Ordinary
100%
QODA CONSULTING (LONDON) Limited*
85 Great Portland Street, London W1W 7LT
Ordinary
100%
QODA CONSULTING (BIRMINGHAM) Limited*
85 Great Portland Street, London W1W 7LT
Ordinary
100%
QODA CONSULTING (OXFORD) Limited*
85 Great Portland Street, London W1W 7LT
Ordinary
100%
Eco-Energy UK Power Limited
85 Great Portland Street, London W1W 7LT
Ordinary
100%
Solar Voltaics Limited
85 Great Portland Street, London W1W 7LT
Ordinary
100%
JEM Energy Limited
85 Great Portland Street, London W1W 7LT
Ordinary
100%
Dore Woodman Limited
85 Great Portland Street, London W1W 7LT
Ordinary
100%
H2ECO Limited
85 Great Portland Street, London W1W 7LT
Ordinary
100%
J L Phillips Renewable Energy Limited
85 Great Portland Street, London W1W 7LT
Ordinary
100%

* Not held directly by the entity


16.


Stocks

Group
Group
2024
2023
£
£

Raw materials and consumables
1,664,586
1,667,617

1,664,586
1,667,617


The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 34

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

17.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Trade debtors
2,777,291
3,078,060
-
-

Other debtors
689,183
1,029,744
-
1

Prepayments and accrued income
522,305
426,840
-
-

Deferred taxation
174,742
596,839
-
-

4,163,521
5,131,483
-
1


Amounts owed by Group undertakings are interest free and repayable on demand.


18.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
1,753,300
2,622,433
219,590
-

1,753,300
2,622,433
219,590
-



19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank loans
90,893
55,388
-
-

Convertible loan notes
950,000
-
950,000
-

Finance leases
174,412
96,687
-
-

Amounts owed to group undertakings
-
-
173,465
-

Trade creditors
3,347,987
3,054,665
-
-

Other taxation and social security
956,469
938,914
-
-

Other creditors
5,721,565
4,106,367
495
-

Accruals and deferred income
1,183,298
2,356,685
-
-

Corporation tax
49,123
204,678
-
-

12,473,747
10,813,384
1,123,960
-


Amounts owed to Group undertakings are interest free and repayable on demand.

Page 35

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

20.


Creditors: Amounts falling due after more than one year

Group
Group
2024
2023
£
£

Bank loans
28,951
101,101

Finance leases
358,341
164,750

Related party creditors
-
12,174,235

Warranties
16,150
-

403,442
12,440,086


Amounts due in relation to finance leases are secured against the assets that they relate to.


21.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Amounts falling due within one year

Bank loans
90,893
55,388
-
-

Convertible loan notes
950,000
-
950,000
-


1,040,893
55,388
950,000
-

Amounts falling due 1-2 years

Bank loans
28,951
101,101
-
-


28,951
101,101
-
-

Total
1,069,844
156,489
950,000
-



22.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2024
2023
£
£

Within one year
174,412
96,687

Between 1-5 years
358,341
164,750

532,753
261,437

Page 36

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

23.


Deferred taxation


Group



2024
2023


£

£






At beginning of year
(596,839)
(642,042)


Charged to profit or loss
422,097
45,203



At end of year
(174,742)
(596,839)



Company


2024
2023






At end of year
-
-

The deferred tax asset is made up as follows:

Group
Group
2024
2023
£
£

Accelerated capital allowances
75,258
329,019

Tax losses carried forward
(250,000)
(925,858)

(174,742)
(596,839)

Page 37

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

24.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



28,834,755 (2023 - 10,000) Ordinary Class A shares of £0.0001 each
2,883
1
2,705,313 (2023 - ) Ordinary Class B shares of £0.0001 each
271
-
690 (2023 - ) Ordinary Class C shares of £0.0001 each
-
-

3,154

1


In the year ended 31 December 2024, there were 28,824,755 Ordinary Class A shares issued and 2,705,313 Ordinary Class B shares issued and 850 Ordinary Class C shares for total consideration of £32,227,132. Also there were 160 Ordinary Class C shares cancelled in the year ended 31 December 2024. 


25.


Reserves

Share premium account

The share premium account represents the difference between the par value of the shares issued and the subscription or issue price. This is a non-distributable reserve.

Capital reserve

This is balance for share capital of the subsidiary company which has been eliminated following the creation of the merger reserve. 

Merger Reserve

The merger reserve is a non-distributable, non-statutory reserve created when an acquirer's shares are issued to acquire another company, and the fair value of those shares exceeds their nominal value. 

Profit and loss account

This is the cumulative profit and loss reserves less net distributions to owners.

Page 38

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

26.

Business combinations


J L Phillips Renewable Energy Limited
H2ECO Limited

£
£

Tangible fixed assets
 57,646
 156,371

Stock
 19,397
 53,221

Debtors
 101,275
 174,241

Cash and cash equivalents
 44,455
 279,775

Creditors due within one year
 (207,611)
 (322,885)

Creditors due after more than one year
 (16,101)
 -

Total identifiable net assets
 (939)
 340,723



J L Phillips Renewable Energy Limited
H2ECO Limited

£
£

Profit since acquisition
 108,058
 302,814



2024

£

Total identifiable net assets of the above acquisitions in aggregate
 339,786

Goodwill
 2,349,349

 

Total consideration
 2,689,135

The other additions to goodwill relate to the revaluation of deferred consideration payments 


Page 39

 
EFFICIENT BUILDING SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024


27.


Pension commitments

The group operates a defined contribution pension scheme. The pension cost charge represents contributions payable by the group and amounted to £481,853 (2023 - £426,880) for the year.


28.


Post balance sheet events

On 31st January 2025 Qoda Consulting Limited was sold to Global Sustainable Buildings Consultancy Limited for a consideration of £4,021,000. This represents the sale of the consultancy arm of the group, as the group focuses on sustainable building technologies and low-energy solutions. The disposal does not affect the going concern status of the Group and has been treated as a non-adjusting post-balance sheet event in accordance with FRS 102 Section 32.


29.


Controlling party

The ultimate parent undertaking of the group is Ansor Fund I GP LLP as a result of its majority shareholding.

Page 40