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Registered number: 00917296
Electronic Modular Services Limited
Annual report and financial statements
For the year ended 30 November 2025
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Electronic Modular Services Limited
Company Information
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Herne Bay West Trading Estate
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Electronic Modular Services Limited
Contents
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Independent auditors' report
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Statement of comprehensive income
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Statement of changes in equity
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Notes to the financial statements
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Electronic Modular Services Limited
Strategic report
For the year ended 30 November 2025
The Directors present their Strategic Report for the company for the year ended 30 November 2025.
The Company's principal activity was that of the design and sale of radio fire detection systems and their component parts.
The Company's innovative design skills and system-level understanding, together with market-leading product functionality and reliability continue to be key factors in the company's success.
The Company enjoys a stable and well established position in the fire detection market. The Company prides itself in the pursuit of innovation, product capability and with having a solid industry customer base.
In 2022, manufacturing of our product ranges moved from our Herne Bay facility to KGS Manufacturing Poland Sp. Z.o.o., which is a centralised KGS manufacturing facility. This was part of an initiative, to centralise manufacturing facilities and drive the synergies that derive from aligning manufacturing in one location.
The Company saw revenues continue to improve in the year, which in part is due to continued high stock levels being maintained. Which allowed the Company to supply customers with a quick turnaround from orders being placed. The results of the business during the year are discussed in the financial key performance indicators on page 3.
Improvements by investment in people
Communication to all employees continues with regular briefings to ensure that operational performance, health and safety procedures and improvement initiatives are communicated, understood and implemented.
Electronic Modular Services Limited is compliant with relevant statutory regulations applying to employees, products and recycling processes.
In accordance with the Pensions Act 2008 and other relevant legislation, all employees are enrolled into the existing stakeholder pension scheme. Members benefit from company contributions of 6% of gross salary.
Financial risk management
Given the size of the company, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The company's operations expose it to financial risks as set out below.
Page 1
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Electronic Modular Services Limited
Strategic report (continued)
For the year ended 30 November 2025
Liquidity risk
The company ensures the availability of funding through managing cash flow and access to intercompany funding where required.
Credit risk
The company requires appropriate credit analysis of all customers for whom we offer a credit facility. The amount of exposure is subject to a limit which is reassessed periodically.
Interest rate cash flow risk
The company has interest bearing liabilities in the form of lease commitments, an intercompany loan and interest bearing assets, which consists of intercompany cash pool balances on deposit. Rates of interest vary according to the market conditions prevailing at the time. To mitigate this risk there are regular reviews of the cash balances and cash flows with senior management and appropriate actions are taken.
Foreign exchange risk
In 2025 our largest exposure ceased, due to the KGS manufacturing facility invoicing in GBP.
Principal risks and uncertainties
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Industry competition
The company manages competitive threats by an innovative product development programme. Secondary risk management is addressed by continued enhancement to the established FireCell and the SmartCell brand alongside development with our industry-leading Original Equipment Manufacturer (OEM) partners.
Industry competition risk is also mitigated by providing best in class technical support, commercial excellence and electronic media initiatives.
Environmental matters
The company continues to review procedures to ensure that activities have minimal adverse impacts on the environment.
The company consistently addresses health, safety and economic issues and has complied with applicable legislation and regulations.
Page 2
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Electronic Modular Services Limited
Strategic report (continued)
For the year ended 30 November 2025
Research and development activities
The company is actively engaged in the research and development of new products and enhancement to existing product ranges, ensuring the future growth of the business.
Investment in research and development continues encompassing a wide range of development projects, from improved design for ease of manufacture to innovative wireless fire detection products. Our objective is to offer a commercially-attractive product portfolio that delivers competitive solutions to fire system design.
Employee Involvement
The Company's policy with respect to employees is as follows:
•Development of employee involvement and communication policies, in line with accepted practices.
•Ensuring that no employee or potential employee receives less favourable treatment on the grounds of gender, marital status, colour, race, sexual orientation, nationality, religious beliefs or disability.
•Selection and promotion being based on suitability of an individual's skills, aptitude and experience.
•Fully and fairly considering applications for employment from disabled persons having regard to the aptitudes and abilities of the applicant. In the event of the disability of an employee, every effort is made to ensure that suitable training is available for employment with the company.
Health, safety and the environment
The Company takes its responsibility to employees, customers and the environment seriously. The company maintains health, safety, environmental policies, good working practices and procedures and ensures that operations and products comply with the appropriate law, regulations and standards.
Key performance indicators (KPIs)
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The business is measured monthly with key performance indicators as discussed below;
•Net assets at the year end amounted to £14,559,000 (2024: £12,191,000). This is due to an increase in debtors. This is primarily due to an increase in intercompany debtors, whereby in 2024, due to the divestiture, all intercompany debts were settled. Also in 2024, cash was reported as cash at bank, whereas now it's deposited in the KG Solutions cash pool and reported as a debtor.
•Turnover on an annualised basis was up by 5.8% to £21,422,000 (2024: 2.9% to £20,253,000). The increase in revenue is due to continued high levels of finished goods being held, which allowed orders to get fulfilled upon order and on time.
•Gross profit was up by 39% to £8,001,000 (2024: down 12.6% to £5,752,000). The increase in gross profit is due to a reduced transfer price adjustment of £412,000 (2024: £1,982,000).
•Operating profit/(loss) was £1,278,000 (2024: loss £938,000). The increase in operating profit before finance income is due to increased revenue and the reduction of transfer price adjustment cost in 2025.
The Board of Directors would like to thank all employees for their engagement, teamwork, energy and commitment during the year.
Demand for our products continues and we look forward to continued success in future years. We would like to thank all of our customers for their continued support during 2025.
Page 3
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Electronic Modular Services Limited
Strategic report (continued)
For the year ended 30 November 2025
The company continues to develop and enhance its current product offerings and strengthening our relationships with our customers.
In addition, under the ownership of Kidde Global Solutions the company is exposed to markets outside its traditional home markets and has been tasked with further OEM developments from its R&D Team.
Events after balance sheet date
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There were no other subsequent events affecting the company's operations since the year end.
This report was approved by the board on 16 July 2026 and signed on its behalf.
Page 4
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Electronic Modular Services Limited
Directors' report
For the year ended 30 November 2025
The directors present their report and the financial statements for the year ended 30 November 2025.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £933,000 (2024: loss £779,000).
The directors do not recommend the payment of a dividend (2024: £ Nil).
The principal risks and uncertainties along with the financial risks are detailed in the Strategic Report presented by the directors.
The directors who served during the year were:
The company has made qualifying third party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report.
Electronic Modular Services Limited made a donation of £300 to a local scouts group (2024: £9,024 to a local hospice in memory of a former employee).
Future developments and events after the balance sheet date
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Details of future developments and events that have occurred after the balance sheet date can be found in the Strategic Report and form part of this report by cross-reference.
Page 5
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Electronic Modular Services Limited
Directors' report (continued)
For the year ended 30 November 2025
Research and development activities
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During 2025 the Company continued the development and enhancement of its current product range for both the UK and European markets. Refer to the Strategic Report for further details.
Going concern
The financial statements have been prepared on a going concern basis, which assumes the Company will continue to be able to meet its liabilities as they fall due, within 12 months of the date of approval of these financial statements.
The company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report. The Strategic Report also describes the financial position of the company; liquidity position; the company's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments; and its exposure to credit risk and liquidity risk.
Having assessed the company's risk, existing financing and performance including the impact of a severe but plausible downside scenario, the Directors have concluded that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, the Directors continue to apply the going concern basis of accounting when preparing the annual financial statements.
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'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's auditors are aware of that information.
The audit registration of Kreston Reeves LLP was transferred to Kreston Reeves Audit LLP on 6 October 2025. Kreston Reeves Audit LLP were formally appointed as auditor to the company on 6 October 2025.
Under section 487(2) of the Companies Act 2006, Kreston Reeves Audit LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board on 16 July 2026 and signed on its behalf.
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Electronic Modular Services Limited
Independent auditors' report to the members of Electronic Modular Services Limited
We have audited the financial statements of Electronic Modular Services Limited (the 'Company') for the year ended 30 November 2025, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
∙give a true and fair view of the state of the Company's affairs as at 30 November 2025 and of its profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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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 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.
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.
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Electronic Modular Services Limited
Independent auditors' report to the members of Electronic Modular Services Limited (continued)
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 Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
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As explained more fully in the Directors' responsibilities statement set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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Electronic Modular Services Limited
Independent auditors' report to the members of Electronic Modular Services 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 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 Company and the industry it operates in, and through discussion with the directors and other 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 might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and taxation 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 posting inappropriate journal entries to manipulate profits, and management bias in accounting estimates and judgemental areas of the financial statements. Audit procedures performed by the engagement team included:
∙Discussions with management and assessment of known or suspected instances of noncompliance 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
∙Identifying and assessing the design effectiveness of controls that management has in place to prevent and detect fraud; and
∙Performing analytical procedures to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud; 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
∙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
∙Reading minutes of meetings of those charged with governance and reviewing correspondence with relevant tax authorities; 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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Electronic Modular Services Limited
Independent auditors' report to the members of Electronic Modular Services Limited (continued)
As part of an audit in accordance with ISAs (UK), we exercise professional judgement 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.
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.
Mark Attwood FCCA (Senior statutory auditor)
for and on behalf of
Kreston Reeves Audit LLP
Statutory Auditor
Canterbury
17 July 2026
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Electronic Modular Services Limited
Statement of comprehensive income
For the year ended 30 November 2025
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit/(loss) for the financial year
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There was no other comprehensive income for 2025 (2024:£NIL).
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The notes on pages 14 to 32 form part of these financial statements.
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Page 11
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Electronic Modular Services Limited
Registered number: 00917296
Balance sheet
As at 30 November 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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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 16 July 2026.
The notes on pages 14 to 32 form part of these financial statements.
Page 12
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Electronic Modular Services Limited
Statement of changes in equity
For the year ended 30 November 2025
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Shares issued during the year
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The notes on pages 14 to 32 form part of these financial statements.
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Page 13
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Electronic Modular Services Limited
Notes to the financial statements
For the year ended 30 November 2025
Electronic Modular Services Limited (the Company) is a private company limited by shares and is incorporated and domiciled in England, UK with the registration number 00917296. The address of its registered office is Technology House, Herne Bay West Trading Estate, Sea Street, Herne Bay, Kent, CT6 8JZ.
The company designs and sells radio fire detection systems and their component parts.
2.Accounting policies
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Basis of preparation of financial statements
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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 101 'Reduced Disclosure Framework' and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The functional and presentational currency is Pounds Sterling. All amounts in the financial statements and notes have been rounded off to the nearest thousand Sterling Pound, unless otherwise stated.
The following principal accounting policies have been applied:
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Financial Reporting Standard 101 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 79(a)(iv) of IAS 1;
- paragraph 73(e) of IAS 16 Property, Plant and Equipment;
- paragraph 118(e) of IAS 38 Intangible Assets;
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
∙the requirements of paragraph 74A(b) of IAS 16
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
This information is included in the consolidated financial statements of KGS Fire & Security B.V. as at 30 November 2025 and these financial statements may be obtained from TBC.
Page 14
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Electronic Modular Services Limited
Notes to the financial statements
For the year ended 30 November 2025
2.Accounting policies (continued)
The financial statements have been prepared on a going concern basis, which assumes the Company will continue to be able to meet its liabilities as they fall due, within 12 months of the date of approval of these financial statements.
The company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report. The Strategic Report also describes the financial position of the company; liquidity position; the company's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments; and its exposure to credit risk and liquidity risk.
Having assessed the company's risk, existing financing and performance including the impact of a severe but plausible downside scenarios, the Directors have concluded that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, the Directors continue to apply the going concern basis of accounting when preparing the annual financial statements. The Directors have assumed that the current transfer pricing arrangements with intercompany parties will continue over the going concern period.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Page 15
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Electronic Modular Services Limited
Notes to the financial statements
For the year ended 30 November 2025
2.Accounting policies (continued)
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied, stated net of discounts, returns and value added taxes. The company recognises revenue when performance obligations have been satisfied and for the company this is when the goods or services have transferred to the customer and the customer has control of these. The company's activities are described in detail below. The company bases its estimate of the return on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.
Sale of goods
The Company designs and sells a wide range of wireless fire detection products and services. Sales are recognised when control of the products have been transferred, being when products are dispatched to the customers. This occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have transferred to the customer, in accordance with the sales contract.
A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
The Company as a lessee
The Company assesses whether a contract is or contains a lease, at inception of a contract. The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the company, the lessee's incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
Lease payments included in the measurement of the lease liability comprise:
∙fixed lease payments (including in-substance fixed payments), less any lease incentives;
∙variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;
∙the amount expected to be payable by the lessee under residual value guarantees;
∙the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and
∙payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.
Page 16
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Electronic Modular Services Limited
Notes to the financial statements
For the year ended 30 November 2025
2.Accounting policies (continued)
The lease liability is included in 'Creditors' on the Balance sheet.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The Company did not make any such adjustments during the periods presented.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.
As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Company has used this practical expedient.
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.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
Page 17
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Electronic Modular Services Limited
Notes to the financial statements
For the year ended 30 November 2025
2.Accounting policies (continued)
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Current and deferred taxation
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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 operates and generates 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; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
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.
Page 18
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Electronic Modular Services Limited
Notes to the financial statements
For the year ended 30 November 2025
2.Accounting policies (continued)
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Internally-generated intangible assets - research and development expenditure
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Expenditure on research activities is recognised as an expense in the period in which it is incurred.
An internally-generated intangible asset arising from the company's development (or from the development phase of an internal project) is recognised if, and only if, all of the following conditions have been demonstrated:
∙the technical feasibility of completing the intangible assets so that it will be available for use or sale;
∙the intention to complete the intangible asset and use or sell it;
∙the ability to use or sell the intangible asset;
∙how the intangible asset will generate probable future economic benefits;
∙the availability of adequate technical, financial and other resources to complete the development
and to use or sell the intangible assets; and
∙the ability to measure reliably the expenditure attributable to the intangible asset during 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. 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.
The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is recognised in the profit and loss in the period in which it is incurred. Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
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 useful economic lives of intangible assets acquired separately are:
Derecognition of intangible assets
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.
Page 19
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Electronic Modular Services Limited
Notes to the financial statements
For the year ended 30 November 2025
2.Accounting policies (continued)
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:
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.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Debtors are amounts due from customers for goods sold or services performed in the ordinary course of business. Trade receivables are recognised initially at the amount of consideration that is unconditional, unless they contain significant financing components, when they are recognised at fair value. The company holds the trade receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method.
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.
The company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets.
Page 20
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Electronic Modular Services Limited
Notes to the financial statements
For the year ended 30 November 2025
2.Accounting policies (continued)
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Cash and cash equivalents
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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.
The company was part of a group cash pooling arrangement. Cash was deposited in Kidde Global Solutions cash pool and was immediately available as required.
Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.
Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
Creditors are presented as amounts falling due within one year unless payment is not due within 12 months after the reporting period.
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Provisions for liabilities
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Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance sheet.
The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:
Financial assets and financial liabilities are initially measured at fair value.
Financial assets
All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.
Fair value through profit or loss
All of the Company's financial assets are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset.
Page 21
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Electronic Modular Services Limited
Notes to the financial statements
For the year ended 30 November 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Impairment of financial assets
The Company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.
Financial liabilities at amortised cost
Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.
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Offsetting of balances within financial assets
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Where the company has a legally enforceable right and there is an intention to settle on a net basis in line with IAS32, the respective assets and liabilities of the company are presented net.
Ordinary shares are classified as equity.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
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New standards, amendments and IFRIC interpretations
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There are no other amendments to accounting standards, or IFRIC interpretations that are effective for the year ended 30 November 2025 that have a material impact on the Company.
Page 22
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Electronic Modular Services Limited
Notes to the financial statements
For the year ended 30 November 2025
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In the application of the company's accounting policies, which are described in note 2 above, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Critical judgements in applying the company's accounting policies
The Directors do not believe there are any critical judgments, apart from those involving estimations (which are dealt with separately below), that the Directors have made in the process of applying the Company's accounting policies.
Development expenditure
The company has adopted a policy of capitalising development expenditure, as permitted by FRS 101. This approach is dependent upon the directors' judgement that the project's technical and economic feasibility is assured, capitalised in 2025: £1,283,000 (2024: £1,003,000). In doing so the directors' make assumptions regarding the future cash flows that project is expected to generate, the discount rates to be applied and the expected period over which the project is expected to generate benefits.
Key sources of estimation uncertainty
There are considered to be no sources of estimation uncertainty that could lead to a material adjustment to the carrying amounts of assets or liabilities in the next year.
Analysis of turnover by country of destination:
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The whole of the turnover is attributable to the one principal activity of the company being the design and sale of fire detection systems and their component parts.
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Page 23
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Electronic Modular Services Limited
Notes to the financial statements
For the year ended 30 November 2025
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The operating profit/(loss) is stated after charging:
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Foreign exchange differences
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Depreciation of tangible fixed assets
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Amortisation of intangible assets
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Research & development charged as an expense
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Depreciation of right of use assets
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Inventory recognised as expense
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During the year, the Company obtained the following services from the Company's auditors:
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Fees payable to the Company's auditors for the audit of the Company's financial statements
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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 24
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Electronic Modular Services Limited
Notes to the financial statements
For the year ended 30 November 2025
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Company contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 2 directors (2024 - 2) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £170,000 (2024 - £342,000).
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The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £27,000 (2024 - £27,000).
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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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Interest on lease liabilities
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Page 25
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Electronic Modular Services Limited
Notes to the financial statements
For the year ended 30 November 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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Current year adjustment in respect of prior periods
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Profit/(loss) for the financial year
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 23.01%). The differences are explained below:
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Profit/(loss) on ordinary activities before tax
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Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 23.01%)
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Expenses not deductible for tax purposes
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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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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
Page 26
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Electronic Modular Services Limited
Notes to the financial statements
For the year ended 30 November 2025
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Development expenditure comprises a number of projects which the directors have assessed and decided that they meet the recognition criteria to be capitalised as intangible assets.
Development costs are amortised evenly over their remaining useful lives. The associated amortisation charge is included in administration expenses within the profit and loss.
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Page 27
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Electronic Modular Services Limited
Notes to the financial statements
For the year ended 30 November 2025
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Fixtures fitting and equipment
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The net book value of the right of use assets is split between Property £404,000 (2024: £551,000) and motor vehicles £91,000 (2024: £119,000).
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Raw materials and consumables
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Finished goods and goods for resale
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The amount of Inventories recognised as an expense during the year was £13,421,000 (2024: £12,775,000).
The write down of inventories in the year recognised as an expense was £Nil (2024 £355,000).
Reversal of any write down that is recognised as a reduction in the amount of inventories recognised as an expense was £Nil (2024: £Nil).
£Nil (2024: £470,000) of Inventory was goods in transit.
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Page 28
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Electronic Modular Services Limited
Notes to the financial statements
For the year ended 30 November 2025
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Amounts owed by group undertakings
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Prepayments and accrued income
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The amount of £1,386,000 (2024: £Nil) is owed by group undertakings and is unsecured, incurs interest at an average of 1% (2024: 0%), has no fixed date of repayment and is repayable on demand. The balance of £908,000 (2024: £513,000) are intercompany trade balances are payable with 60 days of invoice date.
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Cash and cash equivalents
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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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Accruals and deferred income
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Bank facilities have been provided by HSBC Bank plc to Electronic Modular Services Limited. The facility is secured by fixed and floating charges over the assets of each group company. An unlimited multilateral company guarantee has been given by each group company to secure the liabilities of each other.
The amount of £Nil (2024: £1,401,000) is owed to group undertakings in respect of a loan. This loan was repaid in full during the year.
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Page 29
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Electronic Modular Services Limited
Notes to the financial statements
For the year ended 30 November 2025
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Creditors: Amounts falling due after more than one year
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The company has a lease contract for buildings used in operations and motor vehicles.
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Lease liabilities are due as follows:
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Current lease liabilities
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Non-current lease liabilities
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Contractual undiscounted cash flows are due as follows:
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Between one year and five years
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The impact of finance expenses is £92,000 (2024: £106,000).
The total cash outflow for leases in the financial year was £400,000 (2024: £316,000).
The total expense relating to leases of low-value assets is £4,000 (2024: £4,000).
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The following amounts in respect of leases, where the Company is a lessee, have been recognised in profit or loss:
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Interest expense on lease liabilities
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Page 30
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Electronic Modular Services Limited
Notes to the financial statements
For the year ended 30 November 2025
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Charged to profit or loss
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The provision for deferred taxation is made up as follows:
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Accelerated capital allowances
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Deferred development costs
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Allotted, called up and fully paid
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900,002 (2024 - 900,000) Ordinary shares of £1.00 each
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During the year, the Company issued 2 Ordinary £1.00 shares on the conversion of a loan from a fellow group company. The excess consideration of £1,435,000 has been recognised in share premium.
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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 direct costs incurred in their issue, over the nominal value of those shares.
Profit and loss account
This reserve comprises all current and prior period retained profits and losses after deducting any distributions made to the company's shareholders.
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £144,000 (2024: £157,000). Contributions totalling £26,000 (2024: £30,000) were payable to the fund at the balance sheet date and are included in creditors.
Page 31
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Electronic Modular Services Limited
Notes to the financial statements
For the year ended 30 November 2025
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Commitments under operating leases
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At 30 November 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Post balance sheet events
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There were no other subsequent events affecting the company's operations since the year end.
The company’s immediate parent undertaking is KGS Fire & Security B.V..
Effective December 2, 2024, Kidde Global Solutions, was acquired by Lone Star Funds, a private equity firm, and is now a wholly-owned subsidiary.
Kidde Global Solutions is the smallest and largest group to consolidate the financial statements. Copies of these Kidde Global Solutions Group financial statements can be requested from Kidde Global Solutions, by contacting the registered office address.
LSF12 Crown GP LLC is the ultimate parent undertaking and controlling party and is a company incorporated in the United States of America.
The registered address for Kidde Global Solutions is 4200 Northcorp Parkway, Palm Beach Gardens, Florida 33410, USA.
Page 32
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