ESL FM Group Limited - Limited company accounts 11.7

REGISTERED NUMBER: 07374375

Report of the Directors and

Financial Statements for the Year Ended 31 December 2014

for

ESL FM Group Limited

Previously known as

Ecoserve Support Services Holdings

Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Profit and Loss Account

6

Balance Sheet

7

Notes to the Financial Statements

8

DIRECTORS:

S Taylor

P Smith

REGISTERED OFFICE:

Videcom House

Newtown Road

Henley on Thames

Oxfordshire

RG9 1HG

REGISTERED NUMBER:

07374375

AUDITORS:

Cartwrights

Chartered Accountants and Business Advisors

Registered Auditor

Regency House

33 Wood Street

Barnet

Hertfordshire

EN5 4BE

BANKERS:

HSBC Bank Plc

26 Broad Street

Reading

Berkshire

RG1 2BU

The directors present their report with the financial statements of the company for the year ended 31 December 2014.

CHANGE OF NAME

The company passed a special resolution on 16 August 2015 changing its name from Ecoserve Support Services Holdings Limited
to ESL FM Group Limited.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a holding company.

REVIEW OF BUSINESS

ESL FM Group Limited acquired a holding company PW (Lincs) Holdings Limited with three trading subsidiaries: Pestforce (UK)

Limited, Lockforce (UK) Limited and Washforce (UK) Limited and one trading associate: Pestforce (London) Limited on 1st

March 2014.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2014 to the date of this report.

S Taylor

P Smith

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United

Kingdom Accounting Standards and applicable law). 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 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of

which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order

to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditor, Cartwrights, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the special provisions of Part 15 of the Companies Act 2006 relating to small

companies.

ON BEHALF OF THE BOARD:

S Taylor - Director

29 September 2015

We have audited the financial statements of ESL FM Group Limited for the year ended 31 December 2014 on pages six to eleven.

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting

Standards (United Kingdom Generally Accepted Accounting Practice).

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 a Report of the Auditors 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.

Respective responsibilities of directors and auditors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable

assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an

assessment of: whether the accounting policies are appropriate to the company's circumstances and have been consistently applied

and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation

of the financial statements. In addition, we read all the financial and non-financial information in the Report of the Directors to

identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially

incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we

become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Opinion on financial statements

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2014 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.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion the information given in the Report of the Directors for the financial year for which the financial statements are

prepared is consistent with the financial statements.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where 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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Andrew Hill FCA (Senior Statutory Auditor)

for and on behalf of Cartwrights

Chartered Accountants and Business Advisors

Registered Auditor

Regency House

33 Wood Street

Barnet

Hertfordshire

EN5 4BE

30 September 2015

TURNOVER

-

Administrative expenses

(2,963

)

(583

)

OPERATING LOSS

2

(2,963

)

(583

)

Income from shares in group undertakings

96,000

80,000

93,037

79,417

Interest payable and similar charges

(22,104

)

(8,329

)

PROFIT ON ORDINARY ACTIVITIES
BEFORE TAXATION

70,933

71,088

Tax on profit on ordinary activities

3

-

PROFIT FOR THE FINANCIAL YEAR

70,933

71,088

CONTINUING OPERATIONS

None of the company's activities were acquired or discontinued during the current year or previous year.

TOTAL RECOGNISED GAINS AND LOSSES

The company has no recognised gains or losses other than the profits for the current year or previous year.

FIXED ASSETS

Investments

5

1,070,796

240,625

CURRENT ASSETS

Debtors

6

-

29,407

Cash at bank

40,625

6,738

40,625

36,145

CREDITORS

Amounts falling due within one year

7

786,837

124,519

NET CURRENT LIABILITIES

(746,212

)

(88,374

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

324,584

152,251

CREDITORS

Amounts falling due after more than one year

8

122,000

-

NET ASSETS

202,584

152,251

CAPITAL AND RESERVES

Called up share capital

9

138,000

Profit and loss account

10

64,584

14,251

SHAREHOLDERS' FUNDS

13

202,584

152,251

The financial statements have been prepared in accordance with the special provisions of Part 15 of the Companies Act 2006 relating to small companies.

The financial statements were approved by the Board of Directors on 29 September 2015 and were signed on its behalf by:

S Taylor - Director

1.	ACCOUNTING POLICIES

Compliance with accounting standards

The financial statements are prepared in accordance with applicable United Kingdom Accounting Standards (United

Kingdom Generally Accepted Accounting Practice), which have been applied consistently (except as otherwise stated).

Accounting convention

The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements

The financial statements contain information about ESL FM Group Limited as an individual company and do not contain

consolidated financial information as the parent of a group. The company has taken the option under Section 398 of the

Companies Act 2006 not to prepare consolidated financial statements.

Financial reporting standard number 1

Exemption has been taken from preparing a cash flow statement on the grounds that the company qualifies as a small

company.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Investments

Fixed asset investments are stated at cost less provision for diminution in value.

Investment income

Included in the investment income is £96,000 (2013: £80,000) of income from shares in group undertakings.

2.	OPERATING LOSS

The operating loss is stated after charging:

2014

2013

£

Auditors' remuneration

500

Directors' remuneration and other benefits etc

-

3.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose on ordinary activities for the year ended 31 December 2014 nor for the year ended

31 December 2013.

4.

DIVIDENDS

2014

2013

£

Ordinary shares of £1 each

Interim

20,600

58,480

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2014

240,625

Additions

830,171

At 31 December 2014

1,070,796

NET BOOK VALUE

At 31 December 2014

1,070,796

At 31 December 2013

240,625

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Ecocleen Services Limited

Country of incorporation: England

Nature of business:

%

Class of shares:

holding

Ordinary

100.00

2014

2013

£

Aggregate capital and reserves

194,285

191,044

Profit for the year

99,241

90,790

PW (Lincs) Holdings Limited

Country of incorporation: England

Nature of business:

%

Class of shares:

holding

Ordinary

100.00

31/3/14

£

Aggregate capital and reserves

(50

)

Loss for the period/year

(150

)

The financial year of PW (Lincs) Holdings Limited and its trading subsidiaries/associate is 31 March. These companies

were acquired on 1 March 2014. Financial statements to 31 March 2015 have not yet been prepared.

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2014

2013

£

Amounts owed by group undertakings

-

29,407

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2014

2013

£

Amounts owed to group undertakings

366,580

-

Other creditors

420,257

124,519

786,837

124,519

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2014

2013

£

Other creditors

122,000

-

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2014

2013

value:

£

8,000

Ordinary

£1

8,000

130,000

Redeemable

£1

130,000

138,000

The redeemable preference shares are repayable solely at the discretion of the company and do not carry any voting rights.

10.

RESERVES

Profit

and loss

account

£

At 1 January 2014

14,251

Profit for the year

70,933

Dividends

(20,600

)

At 31 December 2014

64,584

11.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

During the year the directors were paid dividends of £20,600 (2013: £58,480). S Taylor was paid £10,300 and P Smith was

paid £10,300.

At the balance sheet date the company owed S Taylor £214,270 (2013: £62,166) and P Smith £186,487 (2013: £62,166).

12.	RELATED PARTY DISCLOSURES

Pestforce (UK) Limited

A subsidiary undertaking

At the balance sheet date, the company owed £43,644 (2013: £Nil) to Pestforce (UK) Limited.

Ecocleen Services Limited

A subsidiary undertaking

At the balance sheet date the company owed £322,936 (2013: £29,407) to Ecocleen Services Limited.

13.	RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS

2014

2013

£

Profit for the financial year

70,933

71,088

Dividends

(20,600

)

(58,480

)

Net addition to shareholders' funds

50,333

12,608

Opening shareholders' funds

152,251

139,643

Closing shareholders' funds

202,584

152,251