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Registered number: 11228630
Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Annual report and financial statements
For the year ended 31 March 2025
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Company Information
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M Benham (appointed 30 August 2024)
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P Fellowes-Prynne (appointed 30 August 2024)
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Unit A3 Lion Business Park
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Contents
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Independent auditors' report
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Consolidated statement of comprehensive income
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Consolidated balance sheet
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Consolidated statement of changes in equity
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Company statement of changes in equity
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Consolidated statement of cash flows
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Notes to the financial statements
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Group strategic report
For the year ended 31 March 2025
The Directors present their strategic report together with the audited financial statements for the year ended 31 March 2025.
The Group’s strategy is to achieve sustainable value-creation through the operational enhancement of its subsidiaries and further strategic acquisitions in its core markets.
Metcor Group is a leading specialist field service operator, delivering environmental compliance and asset performance for site-critical plant and infrastructure. With integrated expertise across wastewater, clean water and mechanical and electrical engineering, the company is a key specialist partner to commercial and industrial property and facilities managers around the United Kingdom.
The period saw strong performance at Metcor Environmental, where several new customers segments were developed, a large volume of remedial works were delivered for key accounts, and there was increased efficiency in the delivery of planned maintenance.
At Anglo Pumps and Aylesford Electrical, the group made significant progress in the integration of its subsidiaries, completing the migration of all businesses onto a fully-integrated technology platform and investing in headcount, setting the stage for future revenue and margin growth.
The Group also invested in central resource in anticipation of future bolt-on acquisitions (which were completed shortly after the financial year end), and continued to invest in equipment and technology to enhance its differentiated value proposition to its target market.
Results and Key Performance Indicators
During the period, the Group saw robust organic revenue growth of 14% year-on-year, to £36.5m, compared to £31.9m in the prior year. The Group was also able to grow underlying profitability, despite inflationary headwinds in the broader market and strategic cost investment.
The Group considers its Key Performance Indicators to be gross profit growth, earnings before interest, tax, depreciation and amortisation (EBITDA) margin, revenue per employee, and the all-accident frequency rate (AAFR). The Directors are satisfied with the performance against these KPIs, although they believe there is scope for improvement in future periods.
The Group continually reviews engineer headcount levels to ensure we maintain the appropriate capacity to deliver on contractual obligations while supporting our growth strategy, 2025: 225 (2024: 190). This KPI is monitored regularly by management to balance resource availability with client demand, with a focus on maintaining service quality and meeting agreed response times.
Page 1
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Group strategic report (continued)
For the year ended 31 March 2025
Principal risks and uncertainties
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Health & Safety: the work that the Group carries out frequently presents health and safety hazards to its employees and members of the public. The Directors takes these risks extremely seriously and have in place an accredited safety management system compliant with OHSAS 18001, as well as a formal review of health and safety at each board meeting. This is supported by robust training practices and ongoing reporting of key health and safety metrics.
Team: the performance of the Group’s principal holding is driven by the successful recruitment and retention of high-quality engineers, managers, and support staff. The Group has key strategic recruitment partnerships, has developed its own training pathways, invests in a strong in-house HR function, and offers competitive salary and benefit packages for the industry.
Regulatory: failure to comply with existing regulation poses a serious risk. The Group ensures that ISO 9001 audits are carried out and actively monitors potential changes in legislation.
Financial: principal financial risks include credit risk and liquidity risk. The Group ensures that credit checks are carried out on new and existing customers. There is a minimal history of bad debts, although the Group continues to invest in improvements to credit process. Liquidity risk arises from an inability to meet short or long- term financial obligations or to carry out strategic investments
Economic: the performance of the business is linked to the economic activity in the markets it serves. While the Group is relatively well protected from economic cycles, owing to the non-discretionary nature of its services (underpinned by regulation), and its recurring revenue base, a severe downturn in the wider UK economy could impact demand and customers’ credit health. The Group mitigates this risk through a focus on recurring maintenance revenue, and strong credit controls.
Cyber: The Group’s operations rely on IT infrastructure to carry out its essential service tasks. System failure could impact the business’s ability to operate effectively, which could create significant financial and reputational risk. The risk of a cyber-attack has been mitigated by investment in security infrastructure to ensure that robust protections are in place across its networks.
Key Customers: the loss of key customers could have a material adverse effect on the financial position and future prospects of the Group.
Key Subcontractors: although the Group self-delivers almost all of its work, there are instances where third parties provide specialist services. The Group would be exposed to risk if a subcontractor undertook work poorly, resulting in reputational damage, financial and legal claims, and loss of business. The Group vets its subcontractors carefully and only uses a select group for niche services which it has chosen not to deliver.
Acquisition: the Group may fail to meet its targets in realising value from acquisitions. The Group has a rigorous screening and integration process, a focused M&A strategy, and a track record of successfully acquiring and integrating business.
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Group strategic report (continued)
For the year ended 31 March 2025
Directors' statement of compliance with duty to promote the success of the Group
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The directors of the Group confirm that throughout the financial year ended 31 March 2025, they have acted in accordance with their duties under Section 172 of the Companies Act 2006. This includes the duty to promote the success of the company for the benefit of its shareholders as a whole, while having regard to the interests of stakeholders including employees, clients, suppliers, and the wider community.
In fulfilling this duty, the Board considered the following key factors in its decision-making:
∙Employee Engagement: We recognise that as a service business, our people are central to our success. Regular staff engagement, training, toolbox talks and feedback sessions were held to ensure open communication and to understand employee views. Initiatives such as flexible working, tenure-linked benefit programmes, and continuous professional development are offered to staff to drive retention and career progression.
∙Client Relationships: Maintaining strong, long-term relationships with our clients is a strategic priority. The Group tracks client feedback every week, with a corresponding Board review. The Board supported investment in service initiatives (including programmes to enhance the speed of quoting and delivery), as well as expansion of the Group’s account management capabilities to enhance client relationships.
∙Suppliers and Partners: We continued to work collaboratively with our suppliers, ensuring fair terms and timely payments. We also engaged with key partners to improve service delivery and explore joint sustainability initiatives.
∙Community and Environment: The company supported local community projects and reduced its environmental footprint by implementing energy efficiency measures. The Group has also participated in a number of charity projects, most notably to promote awareness of homelessness in the UK.
∙Long-Term Strategy: All major decisions, including investment in new service lines and technology upgrades, were assessed for their long-term impact on the company’s resilience and growth. Risk assessments and scenario planning were integral to these discussions.
The Board is committed to maintaining high standards of corporate governance and stakeholder engagement, ensuring that decisions are made with a view to long-term sustainable success.
This report was approved by the board and signed on its behalf.
Page 3
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Directors' report
For the year ended 31 March 2025
The directors present their report and the financial statements for the year ended 31 March 2025.
Directors' responsibilities statement
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The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the year, after taxation and minority interests, amounted to £1,628,615 (2024 - loss £1,923,327).
The adjusted EBITDA (earning before interest, tax, depreciation, amortisation, profit on sale of fixed assets, inventory write-off, bad debts, restructuring costs and exceptional costs) for the year amounted to £5,648,125 (2024 - £4,480,848).
No dividends were paid or declared during the year. The directors do not recommend the payment of a final dividend for the period ended 31 March 2025.
The directors who served during the year were:
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C Haas (resigned 22 May 2025)
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D Cruddace (resigned 22 May 2025)
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M Benham (appointed 30 August 2024)
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P Fellowes-Prynne (appointed 30 August 2024)
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The directors aim to maintain the current levels of activity, seeking new business in the prescribed field of expertise, with a view to future growth of the group through organic sales and disciplined M&A.
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Directors' report (continued)
For the year ended 31 March 2025
Engagement with employees
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The Company gave a full and fair consideration to applications for employment, training and career development. The Group operates a strict non-discrimination policy in its recruitment and employment practices.
During the year we have:
∙Communicated a monthly “Your Metcor” newsletter to employees, detailing news, events and opportunities ongoing around the Group.
∙Consulted employees or their representatives on a regular basis so that the views of employees can be taken into account in making decisions which are likely to affect their interests.
∙Included employee representatives on the QHSE Committee.
∙Encouraged the involvement of certain employees in the company's performance through performance-related pay.
∙Supported the growth and development of our team through ongoing training and professional development.
∙Invested in our Group HR & Payroll function to ensure that the team are happy, feel supported and can have a work-life balance that meets their needs.
∙Held a monthly Metcor Events Committee, consisting of representatives from across the business, to drive employee engagement and satisfaction.
Engagement with suppliers, customers and others
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Our customers are a key stakeholder for our business. Ensuring quality customer service is a high priority and we continue to invest in our operations and account management teams. We strive to continually improve the service we provide to our customers.
We also recognise the key relationships we have with suppliers and look to treat them fairly and continue to build excellent long-standing partnerships.
We continued to engage with industry bodies, regulators, and local communities to ensure our operations remain compliant, responsible, and aligned with best practices.
Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's 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.
Post balance sheet events
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On 22 May 2025, control of the Company passed to Meteor UK Bidco Limited following its acquisition of 100% of the issued share capital.
On 22 May 2025, the Company acquired 100% of the share capital of Deckpro Limited and 80% of the share capital of Quickpump Services Limited.
On 22 May 2025, the Company acquired the 2.5% minority interest in Metcor Group Ltd (formerly Metcor Environmental Ltd) and the 15% minority interest in Aylesford Electrical Contractors Ltd.
The auditors, Kreston Reeves LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Directors' report (continued)
For the year ended 31 March 2025
This report was approved by the board and signed on its behalf.
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Independent auditors' report to the members of Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
We have audited the financial statements of Metcor Group (Holdings) Ltd (formerly Metcor Group Limited) (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 March 2025 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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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.
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Independent auditors' report to the members of Metcor Group (Holdings) Ltd (formerly Metcor Group Limited) (continued)
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 Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group strategic report and the Directors' report for the financial 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
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In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the parent Company financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
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As explained more fully in the Directors' responsibilities statement set out on page 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.
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Independent auditors' report to the members of Metcor Group (Holdings) Ltd (formerly Metcor Group Limited) (continued)
Auditors' responsibilities for the audit of the financial statements
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Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Capability of the audit in detecting irregularities, including fraud
Based on our understanding of the group and industry, and through our discussion with the directors and management (as required by auditing standards), we identified that the principal risks of non-compliance with laws and regulations related to health and safety, anti-bribery and employment law. We considered the extent to which non-compliance with laws and regulations that have an impact on the preparation of the financial statements such as Companies Act 2006, taxation and pension legislation. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to accounting estimates and the inappropriate posting of journals. Audit procedures performed by the group engagement team included:
∙Discussions with management and assessment of known or suspected instances of non-compliance with laws and regulations (including health and safety) and fraud, and review of the reports made by management; and
∙Assessment of identified fraud risk factors; and
∙Challenging assumptions and judgements made by management in its significant accounting estimates; and
∙Confirmation of related parties with management, and review of transactions throughout the period to identify any previously undisclosed transactions with related parties outside the normal course of business; and
∙Physical inspection of tangible fixed assets susceptible to fraud; and
∙Performing analytical procedures with automated data analytics tools to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud; and
∙Review of significant and unusual transactions and evaluation of the underlying financial rationale supporting the transactions; and
∙Identifying and testing journal entries, in particular any manual entries made at the year end for financial statement preparation.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Independent auditors' report to the members of Metcor Group (Holdings) Ltd (formerly Metcor Group Limited) (continued)
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
∙Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
∙Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
∙Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
∙Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
∙Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
∙Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.
Christopher Gregory BA(Hons) ACA (Senior statutory auditor)
for and on behalf of
Kreston Reeves LLP
Chartered Accountants
Statutory Auditor
Canterbury
30 September 2025
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Consolidated statement of comprehensive income
For the year ended 31 March 2025
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Exceptional administrative expenses
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Interest receivable and similar income
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Interest payable and similar expenses
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Loss for the financial year
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(Loss) for the year attributable to:
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Non-controlling interests
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Owners of the parent Company
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Total comprehensive income for the year attributable to:
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Owners of the parent Company
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There was no other comprehensive income for 2025 (2024:£NIL).
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The notes on pages 17 to 35 form part of these financial statements.
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Registered number: 11228630
Consolidated balance sheet
As at 31 March 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Equity attributable to owners of the parent Company
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Non-controlling interests
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2025.
The notes on pages 17 to 35 form part of these financial statements.
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Registered number: 11228630
Company balance sheet
As at 31 March 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Net current (liabilities)/assets
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Profit and loss account brought forward
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Loss/(profit) for the year
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Profit and loss account carried forward
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2025.
The notes on pages 17 to 35 form part of these financial statements.
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Consolidated statement of changes in equity
For the year ended 31 March 2025
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Equity attributable to owners of parent Company
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Non-controlling interests
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Comprehensive income for the year
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Total comprehensive income for the year
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Total transactions with owners
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The notes on pages 17 to 35 form part of these financial statements.
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Consolidated statement of changes in equity
For the year ended 31 March 2024
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Equity attributable to owners of parent Company
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Non-controlling interests
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Shares issued during the year
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Total transactions with owners
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The notes on pages 17 to 35 form part of these financial statements.
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Page 14
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Company statement of changes in equity
For the year ended 31 March 2025
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Comprehensive income for the year
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Total comprehensive income for the year
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Total transactions with owners
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The notes on pages 17 to 35 form part of these financial statements.
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Company statement of changes in equity
For the year ended 31 March 2024
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Shares issued during the year
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The notes on pages 17 to 35 form part of these financial statements.
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Page 15
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Consolidated statement of cash flows
For the year ended 31 March 2025
Cash flows from operating activities
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Loss for the financial year
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Amortisation of intangible assets
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Depreciation of tangible assets
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Loss on disposal of tangible assets
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(Increase)/decrease in stocks
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(Decrease)/increase in creditors
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Corporation tax (paid)/received
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of intangible fixed assets
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Purchase of tangible fixed assets
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Sale of tangible fixed assets
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Purchase of subsidiary (net of cash acquired)
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Net cash from investing activities
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Cash flows from financing activities
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Repayment of/new finance leases
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Net cash used in financing activities
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Net increase in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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Page 16
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Notes to the financial statements
For the year ended 31 March 2025
Metcor Group (Holdings) Ltd is a private company limited by shares and is incorporated in England with registration number 11228630. The address of the registered office is Unit A3 Lion Business Park, Dering Way, Gravesend, Kent, United Kingdom, DA12 2DN.
The principal activities of the group are that of commercial drainage and pump maintenance services.
2.Accounting policies
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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 rounded to the nearest pound.
The functional and presentational currency is Pounds Sterling.
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 following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
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.
Despite the net liabilities of the group, the directors have prepared the financial statements on a going concern basis as in their opinion there are no material uncertainties that may cast significant doubt on the ability of the group to continue as a going concern.
Page 17
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Notes to the financial statements
For the year ended 31 March 2025
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Where services have been provided to a customer but have not been invoiced at the year end, the Group recognises the proportion of revenue based on the labour hours incurred up to the year end. The associated revenue is recognised in the financial statements as accrued income.
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Operating leases: the Group as lessee
|
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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 18
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Notes to the financial statements
For the year ended 31 March 2025
2.Accounting policies (continued)
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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.
Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.
Page 19
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|
Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Notes to the financial statements
For the year ended 31 March 2025
2.Accounting policies (continued)
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.
The estimated useful lives range as follows:
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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Long-term leasehold property
|
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Page 20
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Notes to the financial statements
For the year ended 31 March 2025
2.Accounting policies (continued)
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
|
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.
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.
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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.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Page 21
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|
Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Notes to the financial statements
For the year ended 31 March 2025
2.Accounting policies (continued)
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Financial instruments (continued)
|
Basic financial assets
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.
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
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
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.
Basic 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.
Page 22
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Notes to the financial statements
For the year ended 31 March 2025
2.Accounting policies (continued)
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Financial instruments (continued)
|
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.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Page 23
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Notes to the financial statements
For the year ended 31 March 2025
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Judgements in applying accounting policies and key sources of estimation uncertainty
|
The preparation of the financial statements requires the directors to make judgements, estimates and assumptions that can affect the amounts reported for assets and liabilities, and the results for the year. The nature of estimation is such though that actual outcomes could differ significantly from those estimates.
The following judgements have had the most significant impact on amounts recognised in the financial statements:
Lease commitments
The Group has entered into a range of lease commitments in respect of property, plant and equipment. The classification of these leases as either financial or operating leases requires the directors to consider whether the terms and conditions of each lease are such that the Group has acquired the risks and rewards associated with the ownership of the underlying assets.
Goodwill arising on business combinations
The group has recognised goodwill arising from business combinations with a carrying value of £12,858,646 at the reporting date (see note 14). On acquisition the group determines a reliable estimate of the useful life of goodwill based upon factors such as the expected use of the acquired business, forecasts of expected future results and cash flows, and any legal, regulatory or contractual provisions that can limit useful life. At each subsequent reporting date the directors consider whether there are any factors such as technological advancements or changes in market conditions that indicate a need to reconsider the useful life of goodwill.
Investment in subsidiaries
The company has recognised investments in subsidiaries with a carrying value of £25,938,164 at the reporting date (see note 15). These assets are stated at their cost less provision for impairment.
The company considers whether these investments are impaired. Where an indication of impairment is identified the estimation of recoverable value requires the estimation of the recoverable value of the cash generating units (CGUs). This requires estimation of the future cash flows from the CGUs and also selection of appropriate discount rates in order to calculate the net present values of those cash flows.
Tangible fixed assets
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 14 for the carrying amount of the property, plant and equipment, and note 2.13 for the useful economic lives for each class of assets.
The whole of the turnover is attributable to the business activity of the Group.
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All turnover arose within the United Kingdom.
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Page 24
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Notes to the financial statements
For the year ended 31 March 2025
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The operating profit is stated after charging:
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Other operating lease rentals
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Profit on sale of fixed assets
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During the year, the Group obtained the following services from the Company's auditors and their associates:
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Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
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Fees payable to the Company's auditors and their associates in respect of:
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Audit-related assurance services
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Taxation compliance services
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All non-audit services not included above
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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Page 25
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Notes to the financial statements
For the year ended 31 March 2025
|
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During the year retirement benefits were accruing to no directors (2024 - NIL) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £165,000 (2024 - £165,000).
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Other interest receivable
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Interest payable and similar expenses
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Other loan interest payable
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Finance leases and hire purchase contracts
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Page 26
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Notes to the financial statements
For the year ended 31 March 2025
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
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Non-tax deductible amortisation of goodwill and impairment
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Capital allowances for year in excess of depreciation
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Utilisation of tax losses
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Adjustments to tax charge in respect of prior periods
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Total tax charge for the year
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Page 27
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Notes to the financial statements
For the year ended 31 March 2025
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Acquisition related costs
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Charge for the year on owned assets
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Page 28
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Notes to the financial statements
For the year ended 31 March 2025
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Long-term leasehold property
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Charge for the year on owned assets
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The net book value of land and buildings may be further analysed as follows:
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Page 29
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Notes to the financial statements
For the year ended 31 March 2025
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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Metcor Group Ltd (formerly Metcor Environmental Ltd)
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Unit A3, Lion Business Park, Dering Way, Gravesend, Kent, DA12 2DN
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Anglo House Postley Road, Kempston, Bedford, England, MK42 7BU
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Aylesford Electrical Contractors Limited
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Unit A3 Lion Business Park, Dering Way, Gravesend, England, DA12 2DN
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Page 30
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Notes to the financial statements
For the year ended 31 March 2025
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Raw materials and consumables
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Amounts owed by group undertakings
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Prepayments and accrued income
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Cash and cash equivalents
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Page 31
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Notes to the financial statements
For the year ended 31 March 2025
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Obligations under finance lease and hire purchase contracts
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Accruals and deferred income
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Creditors: Amounts falling due after more than one year
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Net obligations under finance leases and hire purchase contracts
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Accruals and deferred income
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All loans and hire purchase agreements are repayable within 5 years of the balance sheet date.
Bank loans represent loans from Shawbrook Bank Limited. Repayments commenced in July 2023. Shawbrook Bank Limited has a fixed and floating charge over all assets of the Group.
Other loans represents loan notes which are due for repayment in 2025. Interest accrues annually at a rate of 12% per annum.
Other creditors includes an amount payable to Worth Family Holdings Limited. Worth Family Holdings Limited has a fixed and floating charge over the freehold and leasehold property of Metcor Environmental Ltd and Anglo Pumps Limited by way of a debenture.
Other creditors includes deferred consideration secured by a debenture agreement containing a floating charge over the property or undertaking of Aylesford Electrical Contractors Limited in favour of Mr D K Friend, Mrs E M Friend, Mrs C E O'Dwyer and Mr P D Friend.
After the balance sheet date all the above charges have been satisfied.
Page 32
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Notes to the financial statements
For the year ended 31 March 2025
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Charged to profit or loss
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Charged to profit or loss
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Accelerated capital allowances
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Tax losses carried forward
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Allotted, called up and fully paid
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103,000 (2024 - 103,000) Ordinary shares of £0.01 each
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Page 33
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Notes to the financial statements
For the year ended 31 March 2025
Share premium account
This reserve represents the excess of the fair value of the consideration receivable on the issue of ordinary share capital, net of the direct costs incurred in their issue, over the nominal value of those shares (which is recognised as called up share capital). Share premium may only be utilised to write-off any expenses incurred or commissions paid on the issue of those shares, or to pay up new shares to be allotted to members as fully paid bonus shares.
Profit and loss account
The profit and loss reserve represents accumulated comprehensive income for the current and prior periods.
The group pays into defined pension contribution personal pension plans held by certain employees and the contributions payable during the year amounts to £255,831 (2024: £235,548). At the year end there were contributions outstanding of £146,516 (2024: £85,617).
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Commitments under operating leases
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At 31 March 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Page 34
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Metcor Group (Holdings) Ltd (formerly Metcor Group Limited)
Notes to the financial statements
For the year ended 31 March 2025
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Related party transactions
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Interest accrued to directors
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Salary paid to close family of management personnel
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The directors of the parent company are considered to be the only key management personnel of the group.
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Post balance sheet events
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On 22 May 2025, control of the Company passed to Meteor UK Bidco Limited following its acquisition of 100% of the issued share capital.
On 22 May 2025, the Company acquired 100% of the share capital of Deckpro Limited and 80% of the share capital of Quickpump Services Limited.
On 22 May 2025, the Company acquired the 2.5% minority interest in Metcor Group Ltd (formerly Metcor Environmental Ltd) and the 15% minority interest in Aylesford Electrical Contractors Ltd.
From 22 May 2025 the company’s immediate parent undertaking is Meteor UK Bidco Limited, a company registered in England and Wales. The company’s ultimate parent undertaking is Macquarie Group Limited, a company registered in Australia.
No single individual or company owns more that 25% or more of the economic rights of Macquarie Group Limited directly or indirectly.
Page 35
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