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Registered number: 11228630
Metcor Group Limited (formerly Hillgate (1234) Ltd)
Annual report and financial statements
For the year ended 31 March 2023
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Metcor Group Limited
Company Information
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Chartered Accountants & Statutory Auditor
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Metcor Group Limited
Contents
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Directors' responsibilities statement
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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 Limited
Group strategic report
For the year ended 31 March 2023
The Directors present their strategic report together with the audited financial statements for the year ended 31 March 2023.
The Group’s strategy is to achieve sustainable value-creation through the operational enhancement of its subsidiaries.
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 Group is the majority shareholder of Metcor Environmental Ltd, a leading provider of commercial drainage and pumps services across the UK. The results of this subsidiary have been included in the group accounts for the 12-month period ended 31 March 2023.
The Group considers its Key Performance Indicators to be gross profit growth, earnings before interest, tax, depreciation and amortisation (EBITDA) margin, and revenue per employee. The Directors are satisfied with the performance against these KPIs, although they believe there is scope for improvement in future periods.
During the period the Group acquired Anglo Pumps Ltd which further enhanced its position in the commercial pumps market.
Post Balance Sheet Events
On 31 July 2023 the Group acquired Aylesford Electrical Contractors Ltd to extend its service offering into electrical testing, inspection and maintenance for the commercial and industrial market.
Principal risks and uncertainties
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.
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.
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.
Cyber: The Group’s operations rely on IT infrastructure to carry out its essential service tasks. 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.
Page 1
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Metcor Group Limited
Group strategic report (continued)
For the year ended 31 March 2023
This report was approved by the board and signed on its behalf.
Page 2
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Metcor Group Limited
Directors' report
For the year ended 31 March 2023
The directors present their report and the financial statements for the year ended 31 March 2023.
The loss for the year, after taxation and minority interests, amounted to £667,800 (2022 - loss £277,861).
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 £3,286,773 (2022 - £1,730,242).
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 2023.
The directors who served during the year were:
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.
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 31 July 2023, Metcor Group Limited purchased the majority share capital of Aylesford Electrical Contractors Limited.
The auditors, Kreston Reeves LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
Page 3
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Metcor Group Limited
Directors' responsibilities statement
For the year ended 31 March 2023
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 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 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.
Page 4
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Metcor Group Limited
Independent auditors' report to the members of Metcor Group Limited
We have audited the financial statements of Metcor Group Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2023, 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 2023 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.
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.
Page 5
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Metcor Group Limited
Independent auditors' report to the members of Metcor Group 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 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.
Page 6
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Metcor Group Limited
Independent auditors' report to the members of 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
The objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud or error, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud or error; and to respond appropriately to those risks.
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 and fraud; 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 or irregularity; and
∙Reading minutes of those charged with governance and reviewing correspondence with relevant tax and regulatory authorities; and
∙Identifying and testing journal entries, in particular any manual entries 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.
Page 7
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Metcor Group Limited
Independent auditors' report to the members of Metcor Group 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.
∙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.
Samantha Rouse FCCA DChA (Senior statutory auditor)
for and on behalf of
Kreston Reeves LLP
Chartered Accountants
Statutory Auditor
Canterbury
21 December 2023
Page 8
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Metcor Group Limited
Consolidated statement of comprehensive income
For the year ended 31 March 2023
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Exceptional administrative expenses
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Amounts written off investments
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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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There was no other comprehensive income for 2023 (2022:£NIL).
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The notes on pages 17 to 38 form part of these financial statements.
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Page 9
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Metcor Group Limited
Registered number: 11228630
Consolidated balance sheet
As at 31 March 2023
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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 assets/(liabilities)
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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 by:
The notes on pages 17 to 38 form part of these financial statements.
Page 10
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Metcor Group Limited
Registered number: 11228630
Company balance sheet
As at 31 March 2023
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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 assets/(liabilities)
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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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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 by:
The notes on pages 17 to 38 form part of these financial statements.
Page 11
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Consolidated statement of changes in equity
For the year ended 31 March 2023
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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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Taxation in respect of items of other comprehensive income
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Total transactions with owners
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Page 12
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Consolidated statement of changes in equity
For the year ended 31 March 2022
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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 38 form part of these financial statements.
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Page 13
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Company statement of changes in equity
For the year ended 31 March 2023
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Comprehensive income for the year
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Total transactions with owners
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Company statement of changes in equity
For the year ended 31 March 2022
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Comprehensive income for the year
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Total transactions with owners
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The notes on pages 17 to 38 form part of these financial statements.
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Page 14
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Metcor Group Limited
Consolidated statement of cash flows
For the year ended 31 March 2023
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 debtors
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Increase/(decrease) in creditors
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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 cash acquired)
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Net cash from investing activities
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Cash flows from financing activities
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Page 15
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Metcor Group Limited
Consolidated statement of cash flows (continued)
For the year ended 31 March 2023
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Repayment of finance leases
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Dividends paid to non-controlling interests
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Net cash used in financing activities
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Net increase/(decrease) 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 Limited
Notes to the financial statements
For the year ended 31 March 2023
Metcor Group Limited is a private company limited by shares and is incorporated in England with registration number 11228630. The address of the registered office is 37 St Margaret's Street, Canterbury, Kent, CT1 2TU.
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
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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 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 judgement 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 Limited
Notes to the financial statements
For the year ended 31 March 2023
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
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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 Limited
Notes to the financial statements
For the year ended 31 March 2023
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 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 Limited
Notes to the financial statements
For the year ended 31 March 2023
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:
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 Limited
Notes to the financial statements
For the year ended 31 March 2023
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
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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.
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
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Provisions are made where an event has taken place that gives the Group 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 Group 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 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.
Basic financial assets
Page 21
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Metcor Group Limited
Notes to the financial statements
For the year ended 31 March 2023
2.Accounting policies (continued)
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Financial instruments (continued)
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Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables 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.
Page 22
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Metcor Group Limited
Notes to the financial statements
For the year ended 31 March 2023
2.Accounting policies (continued)
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Financial instruments (continued)
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Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments 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 payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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 Limited
Notes to the financial statements
For the year ended 31 March 2023
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Judgements in applying accounting policies and key sources of estimation uncertainty
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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 £9,683,883 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 carry value of £16,749,205 at the reporting date (see note 16). 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 Limited
Notes to the financial statements
For the year ended 31 March 2023
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Coronavirus job retention grant income
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The operating profit is stated after charging:
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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:
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Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
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Fees payable to the Company's auditors 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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Page 25
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Metcor Group Limited
Notes to the financial statements
For the year ended 31 March 2023
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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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During the year retirement benefits were accruing to no directors (2022 - NIL) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £114,842 (2022 - £88,594).
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Other interest receivable
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Page 26
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Metcor Group Limited
Notes to the financial statements
For the year ended 31 March 2023
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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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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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Taxation on profit/(loss) on ordinary activities
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Page 27
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Metcor Group Limited
Notes to the financial statements
For the year ended 31 March 2023
12.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is the same as (2022 - higher than) the standard rate of corporation tax in the UK of 19% (2022 - 19%). 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 19% (2022 - 19%)
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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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Other timing differences leading to an increase (decrease) in taxation
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Unrelieved tax losses carried forward
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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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The main rate of corporation tax is due to increase on 1 April 2023 to 25%, for companies with taxable profits above £250,000. Companies with taxable profits below £50,000 will continue to pay at 19%, and marginal relief will apply between these thresholds. This change formed part of The Finance Bill 2021, which was substantively enacted on 24 May 2021, and is applicable at the reporting date.
Deferred taxes have been measured using rates substantively enacted at the reporting date and reflected in these financial statements.
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Acquisition transaction costs
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Page 28
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Metcor Group Limited
Notes to the financial statements
For the year ended 31 March 2023
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On acquisition of subsidiaries (see note 25)
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Charge for the year on owned assets
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Page 29
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Metcor Group Limited
Notes to the financial statements
For the year ended 31 March 2023
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Long-term leasehold property
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Acquisition of subsidiary
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Charge for the year on owned assets
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Charge for the year on financed assets
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The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
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Page 30
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Metcor Group Limited
Notes to the financial statements
For the year ended 31 March 2023
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Investments in subsidiary companies
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Direct subsidiary undertakings
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The following were direct subsidiary undertakings of the Company:
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Metcor Environmental Ltd (formerly Metro Mechanical Services Limited)
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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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In December 2022, the Company acquired the entire share capital of Anglo Pumps Limited.
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Page 31
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Metcor Group Limited
Notes to the financial statements
For the year ended 31 March 2023
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Indirect subsidiary undertaking
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The following was an indirect subsidiary undertaking of the Company:
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Unit A3, Lion Business Park, Dering Way, Gravesend, Kent, DA12 2DN
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Cresco Services Limited has taken advantage of the exemption from audit under section 479A of the Companies Act 2006 and is included within the consolidated accounts of the group.
On 29 March 2023, the business assets and liabilities of Cresco Services Limited were hived-up to Metcor Environmental Ltd.
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Raw materials and consumables
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Amounts owed by group undertakings
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Cash and cash equivalents
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Page 32
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Metcor Group Limited
Notes to the financial statements
For the year ended 31 March 2023
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Creditors: Amounts falling due within one year
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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.
During the year, the Group received a loan totalling £11,500,000 from Shawbrook Bank Limited. Repayments commence in July 2023. Interest accrues annually at a rate the higher of SONIA or 0.25% per annum. 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 relates to 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 by way of a debenture.
Page 33
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Metcor Group Limited
Notes to the financial statements
For the year ended 31 March 2023
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Charged to profit or loss
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Arising on business combinations
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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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99,999 (2022 - 99,999) Ordinary shares of £0.01 each
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Page 34
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Metcor Group Limited
Notes to the financial statements
For the year ended 31 March 2023
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.
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Acquisition of subsidiaries
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Page 35
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Metcor Group Limited
Notes to the financial statements
For the year ended 31 March 2023
On 23 December 2022, Metcor Group Limited acquired the entire share capital of Anglo Pumps Limited and as such Anglo Pumps Limited became a direct subsidiary of Metcor Group Limited.
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Acquisition of Anglo Pumps Limited
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Recognised amounts of identifiable assets acquired and liabilities assumed
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Total Identifiable net assets
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Total purchase consideration
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Directly attributable costs
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Total purchase consideration
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Page 36
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Metcor Group Limited
Notes to the financial statements
For the year ended 31 March 2023
26.Business combinations (continued)
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Cash outflow on acquisition
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Purchase consideration settled in cash, as above
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Directly attributable costs
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Less: Cash and cash equivalents acquired
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Net cash outflow on acquisition
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The results of Anglo Pumps Limited since acquisition are as follows:
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Current period since acquisition
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Profit for the period since acquisition
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The group pays into defined pension contribution personal pension plans held by certain employees and the contributions payable during the year amounts to £142,420 (2022: £124,924). At the year end there were contributions outstanding of £4,138 (2022: £70,624).
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Commitments under operating leases
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At 31 March 2023 the Group 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 37
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Metcor Group Limited
Notes to the financial statements
For the year ended 31 March 2023
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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 key management personnel
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Dividends received from subsidiary
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The total compensation paid to key management personnel of the group amounted to £535,825 (2022: £561,786).
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Post balance sheet events
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On 31 July 2023, Metcor Group Ltd purchased 85% in subsidiary Aylesford Electrical Contractors Limited from majority shareholder.
In the opinion of the directors there is no overall controlling party.
Page 38
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