Registration number:
Southern Ecological Solutions Limited
for the Period from 1 February 2023 to 31 March 2023
Southern Ecological Solutions Limited
Contents
Company Information |
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Balance Sheet |
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Notes to the Financial Statements |
Southern Ecological Solutions Limited
Company Information
Directors |
A S Draper S A L Mogford S J Pankhurst A A Ryder I H Strudwick |
Company secretary |
S Evans |
Registered office |
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Auditors |
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Southern Ecological Solutions Limited
(Registration number: 06192687)
Balance Sheet as at 31 March 2023
Note |
31 March |
(As restated) |
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Fixed assets |
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Tangible assets |
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Investments |
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- |
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Current assets |
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Stocks |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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Total assets less current liabilities |
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Deferred tax liability |
- |
( |
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Net assets |
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Capital and reserves |
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Called up share capital |
10,000 |
10,000 |
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Capital redemption reserve |
100 |
100 |
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Retained earnings |
8,136,690 |
8,534,053 |
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Shareholders' funds |
8,146,790 |
8,544,153 |
These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.
These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.
Approved and authorised by the
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Southern Ecological Solutions Limited
Notes to the Financial Statements for the Period from 1 February 2023 to 31 March 2023
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
England
These financial statements were authorised for issue by the
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The financial statements are presented in sterling, which is the functional currency of the company.
As permitted by the FRS 102 1A framework, the company has taken advantage of the disclosure exemptions available under that standard in relation to presentation of a cashflow statement, remuneration of key management personnel and presentation of changes in current tax and deferred tax assets/liabilities.
These accounts are consolidated into the accounts of RSK Group Ltd.
Disclosure of short period
Southern Ecological Solutions Limited
Notes to the Financial Statements for the Period from 1 February 2023 to 31 March 2023
Going concern
The Directors have acknowledged the latest guidance on going concern from the Financial Reporting Council and considered various relevant matters noted here.
The company participates in the Group’s centralised treasury arrangements and so shares banking arrangements with its subsidiaries. The Group completed a refinancing with funds managed by Ares Management in July 2021 and at this time the funds comprised a £500m committed acquisition facility and a £500m incremental acquisition facility. As at 2nd April 2023, the funds comprise a £750m committed acquisition facility and a £250m uncommitted acquisition facility. A £250m upsize was completed in May 2022 and a further £250m upsize was completed in May 2023. The Group had a £40m revolving credit facility with NatWest bank, which was increased to £50m in May 2023.
The facilities will finance growth, both organic and acquisitive and associated working capital requirements.
After a thorough review, the Group's consolidated business plan, forecasts and projections show that it is expected to operate within its facilities.
The Group has established contracts and master service agreements with several customers across a wide range of sectors and markets and has a significant pipeline of committed work, tenders in progress and opportunities. The Directors believe that the Group will continue to manage its business risks successfully despite uncertain economic conditions in some business sectors and countries.
After making enquiries, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue to operate for the foreseeable future, being a period of at least twelve months after the date on which the report and financial statements are signed. Accordingly, they have continued to adopt a going concern basis in the preparation of the annual report and financial statements.
Southern Ecological Solutions Limited
Notes to the Financial Statements for the Period from 1 February 2023 to 31 March 2023
Audit report
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Prior period errors
It was found that after the year end trade debtors were overstated in the prior year by £170,000 and accrued income had been understated by £170,000.
Relating to the current period disclosed in these financial statements | Relating to the prior period disclosed in these financial statements | |
Trade debtors | - | (170,000) |
Accrued income | - | 170,000 |
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the Company's activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company.
In respect of long-term contracts for on-going services, turnover represents the value of work done in the period, including estimates of amounts not invoiced. Turnover in respect of long-term contracts and contracts for on-going services is recognised by reference to the stage of completion.
Turnover 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 turnover can be measured reliably;
- it is probable that the company 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.
Long-term contracts are assessed on a contract by contract basis and reflected in the profit and loss account by recording turnover and related costs as contract activity progresses. Turnover represents the value of work done in the period, including estimates of amounts not invoiced, and is recognised by reference to the stage of completion. Operating profit includes attributable profit on long-term completed contracts and amounts recoverable on uncompleted contracts, the latter being included within debtors due within one year.
Southern Ecological Solutions Limited
Notes to the Financial Statements for the Period from 1 February 2023 to 31 March 2023
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a change 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.
Current tax
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 generate income.
Deferred tax
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 balances 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 different between the fair value 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.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
Asset class |
Depreciation method and rate |
Plant and machinery |
20% reducing balance |
Southern Ecological Solutions Limited
Notes to the Financial Statements for the Period from 1 February 2023 to 31 March 2023
Fixtures and fittings |
20% reducing balance |
Office equipment |
20% reducing balance |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Debtors
Short-term debtors are measured at transaction price, less any impairment.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.
Creditors
Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Southern Ecological Solutions Limited
Notes to the Financial Statements for the Period from 1 February 2023 to 31 March 2023
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expenses when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Financial instruments
Financial assets
Basic financial assets, including trade and other receivables, loans receivable from other group companies, investments in subsidiary companies and cash and cash equivalents, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of future receipts discounted at the market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method.A249
Financial liabilities
Basic financial liabilities, including trade and other payables, bank loans, hire purchase contracts and loans payable to other group companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of future payments discounted at the market rate of interest. Debt instruments are subsequently carried at amortised cost using the effective interest method.
Staff numbers |
The average number of persons employed by the company (including directors) during the period, was
Southern Ecological Solutions Limited
Notes to the Financial Statements for the Period from 1 February 2023 to 31 March 2023
Tangible assets |
Fixtures and fittings |
Plant and machinery |
Office equipment |
Total |
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Cost or valuation |
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At 1 February 2023 |
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Disposals |
( |
( |
- |
( |
Transfers |
( |
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- |
- |
At 31 March 2023 |
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Depreciation |
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At 1 February 2023 |
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Charge for the period |
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Eliminated on disposal |
( |
( |
- |
( |
At 31 March 2023 |
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Carrying amount |
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At 31 March 2023 |
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At 31 January 2023 |
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Investments |
2023 |
2023 |
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Investments in subsidiaries |
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- |
Subsidiaries |
£ |
Cost or valuation |
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Additions |
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Provision |
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Carrying amount |
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At 31 March 2023 |
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Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Southern Ecological Solutions Limited
Notes to the Financial Statements for the Period from 1 February 2023 to 31 March 2023
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
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2023 |
2023 |
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Subsidiary undertakings |
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Spring Lodge
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Stocks |
2023 |
2023 |
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Other inventories |
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Debtors |
2023 |
(As restated) |
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Trade debtors |
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Amounts owed by group undertakings and undertakings in which the company has a participating interest |
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- |
Prepayments |
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Other debtors |
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Income tax asset |
370,692 |
524,000 |
Accrued income |
214,476 |
170,000 |
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Southern Ecological Solutions Limited
Notes to the Financial Statements for the Period from 1 February 2023 to 31 March 2023
Creditors |
Creditors: amounts falling due within one year
2023 |
2023 |
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Due within one year |
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Hire purchase contracts |
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Trade creditors |
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Amounts owed to group undertakings and undertakings in which the company has a participating interest |
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- |
Social security and other taxes |
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Accruals and deferred income |
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Other creditors |
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Income tax liability |
- |
174,522 |
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Financial commitments, guarantees and contingencies |
Contingent liabilities
The company is party to cross guarantee arrangements relating to a borrowing facility provided by Ares Management to RSK Group Limited. The amount borrowed under this agreement at 2 April 2023 is £764,814,000 (2022: £467,799,000).
The company is also a guarantor of any trading and other obligations of any RSK Group member that may be a Junior Creditor in the related Subordination Deed.
Amounts not provided for in the balance sheet
The total amount of financial commitments not included in the balance sheet is £4,744 (2023: £Nil).
Related party transactions |
During the year the company paid £1,113 in rental charges to SES Arboriculture Limited, a company with a mutual director.
Parent and ultimate parent undertaking |
The company's immediate parent is
The ultimate parent is
These financial statements are available upon request from Companies House, Crown Way, Cardiff, CF14 3UZ.