REGISTERED NUMBER: 06397427 (England and Wales)
Audited Financial Statements for Year Ended 31 December 2020
for
ESG Intermediate Holdings Limited
ESG Intermediate Holdings Limited (Registered number: 06397427)
Statement of Financial Position
For the Year Ended 31 December 2020
2020-12-31
2020
2019
Notes
£
£
FIXED ASSETS
Tangible assets
4
Investments
1,336,855
5
1,336,855
-
CURRENT ASSETS
3,281,702
6
Debtors – amounts falling due within one year
Debtors - amounts falling due after more than one year
6,463
7
Cash at bank and in hand 8
6,009
6,009
3,288,165
CURRENT LIABILITIES
(16,830,988)
(415,561)
9
Amounts falling due within one year
(409,552)
NET CURRENT LIABILITIES
(13,542,823)
TOTAL ASSETS LESS CURRENT LIABILITIES
(13,542,823)
927,303
(40,245)
(38,849)
PROVISIONS FOR LIABILITIES
11
NET ASSETS/ (LIABILITIES)
888,454
(13,583,068)
CAPITAL AND RESERVES
Called up share capital
13
413,893
413,893
Share Premium 14
1,336,855
(862,294)
Retained earnings
(13,996,961)
14
SHAREHOLDERS' FUNDS/ (DEFICIT)
888,454
(13,583,068)
The financial statements have been prepared in accordance with provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS102 Section 1A – small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to small companies regime.
The company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies regime.
The financial statements were approved and authorised for issue by the Board of Directors and were signed on its behalf by:
........................................................................
G Scott - Director
Date: 27th July 2021
2021-07-27
The notes on pages 2 to 8 form part of these financial statements.
Page 2
ESG Intermediate Holdings Limited (Registered number: 06397427)
Notes to the Financial Statements
For the Year Ended 31 December 2020
1.
COMPANY INFORMATION
ESG Intermediate Holdings Limited (“the company”) is a private company limited by shares incorporated in England and Wales, with its registered office at 12 Europa View, Sheffield Business Park, Sheffield, England, S9 1XH.
These financial statements are prepared for the year ended 31 December 2020. The comparative financial statements are for the year ended 31 December 2019.
The principal activity of the company is that of an intermediary holding company.
The financial statements present information about ESG Intermediate Holdings Limited as an individual entity and do not consolidate the results of its subsidiaries. It has taken advantage of the exemption available in S400 of the Companies Act 2006 not to prepare group financial statements as this information is included in the consolidated financial statements of Interserve Group Limited as at 31 December 2020 and these financial statements will be filed with Companies House, Cardiff.
2.
GOING CONCERN STATEMENT
The operating loss for the year was £3,263,618 (2019: loss of £13,573) and the loss for the financial year after taxation was £3,270,081 (2019: loss of £11,265). The company continues to carry out its primary activity as an intermediate parent company.
Based on future expected liabilities and current resources the company is expected to meet its liabilities as they fall due. The company also has confirmation from Realise Learning and Employment Limited, the main trading entity of the group and the company with available finance facilities that it will continue to provide financial support for a period of at least 12 months from the date of approval of these financial statements.
Realise Learning and Employment Limited have prepared trading and cashflow forecasts up until the end of July 2022 considering the current increase in demand post COVID-19 lockdowns and planned pipeline. They have also conducted sensitivity analysis giving an indication of performance should the current conditions continue, which is considered by the directors as a plausible but severe set of circumstances.
These forecasts indicate that Realise Learning and Employment Limited's existing funding facilities and positive cash balance will be sufficient for them to meet their liabilities as they become due and provide financial support to ESG Intermediate Holdings Limited in the scenarios forecast. The sensitivity analysis indicates that the level of revenue reduction required to extinguish the liquidity is highly unlikely.
All expectations of the future are inherently uncertain due to the current circumstances, however, the Directors are confident that the company has adequate resources for all reasonably expected eventualities. Thus, the Directors continue to adopt the going concern basis of accounting in preparing the financial statements.
3.
ACCOUNTING POLICIES
Basis of preparation
These financial statements have been prepared in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting standard applicable in the UK and Republic of Ireland and with the Companies Act 2006. The financial statements have been prepared under the historical cost convention.
The policies have been applied consistently throughout the year, unless otherwise stated.
The financial statements are presented in Sterling (£), which is the functional currency of the Company.
Page 3
ESG Intermediate Holdings Limited (Registered number: 06397427)
Notes to the Financial Statements - continued
For the Year Ended 31 December 2020
3. ACCOUNTING POLICIES – continued
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 ‘The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' as this information is included in the consolidated financial statements of Interserve Group Limited:
•
the requirements of Section 7 Statement of Cash Flows;
•
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
•
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
•
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; and
•
the requirements of Section 33 Related Party Disclosures paragraph 33.7.
Tangible fixed assets
Tangible fixed assets are stated at cost less accumulated depreciation. Depreciation is provided at rates calculated to write off the cost of fixed assets less their estimated residual value over their expected useful lives on the following bases:
Leasehold improvements - straight line over the period of the lease
Taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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 income or directly in equity respectively.
Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax assets and liabilities are calculated at the tax rates expected to be effective at the time of the expected reversal of the timing differences.
Debtors
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.
Creditors
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.
Hire purchase and leasing commitments
Rentals under operating leases are charged on a straight line basis over the lease terms. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the period until the date the rent is expected to be adjusted to the prevailing market rate.
Page 4
ESG Intermediate Holdings Limited (Registered number: 06397427)
Notes to the Financial Statements - continued
For the Year Ended 31 December 2020
3. ACCOUNTING POLICIES – continued
Investment in subsidiaries
Investment in subsidiary undertakings are recorded at cost less any provision for impairment. Impairment reviews are performed by the directors when there has been an indication of impairment. The investment is impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the asset, the estimate future cash flows of the investment have been affected.
Dilapidation provision
Provision is made for contractual property dilapidation obligations during the period of occupation of each premise.
Judgements and key sources of estimation uncertainty
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. There are no significant judgments or estimates included in these financial statements.
4.
TANGIBLE FIXED ASSETS
Improvements
to property
£
COST
At 1 January 2020
195,247
Disposals
(171,395)
At 31 December 2020
23,852
DEPRECIATION
At 1 January 2020
195,247
Eliminated on disposal
(171,395)
At 31 December 2020
23,852
NET BOOK VALUE
At 31 December 2020
-
-
At 31 December 2019
Page 5
ESG Intermediate Holdings Limited (Registered number: 06397427)
Notes to the Financial Statements – continued
For the Year Ended 31 December 2020
5.
INVESTMENTS
As at 31 December 2020, the company holds the share capital of the following principal companies incorporated in England and Wales:
Share class held
Company
Principal activity
%
ILE Corporate Services Limited
Administrative and management services
Ordinary
100
Realise Learning & Employment Limited
Vocational training
Ordinary
100
Sencia Limited
Provision of training and employment services
Ordinary & Preference
100
During the period the company disposed of its investments in Orient Gold Limited, Broomco (4110) Limited, Triangle Training Holdings Limited, Triangle Training Limited and ESG (Saudi Arabia) LLC. All investments were fully impaired at the date of disposal and there was no profit or loss recognised on disposal.
The registered office of all subsidiary investments as at 31 December 2020 is the same as that listed for the company.
Cost
£
At 1 January 2020
20,647,008
Additions
1,336,855
At 31 December 2020
21,983,863
Provision for Impairment
£
20,647,008
At 1 January 2020 and 31 December 2020
Net Book Value
£
At 1 January 2020
At 31 December 2020
1,336,855
The investment addition of £1,336,855 relates to the purchase of an additional 1 share that was allotted in
Realise Learning & Employment Limited.
6.
DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2020
2019
£
£
Amounts owed by group undertakings
3,281,702
Amounts owed by group undertakings pertains to interest free advances repayable on demand.
7.
DEBTORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2019
2020
£
£
Deferred tax asset (see note 12)
6,463
CASH AND CASH EQUIVALENTS
8.
2020
2019
£
£
-
6,009
Cash at bank and in hand
Page 6
ESG Intermediate Holdings Limited (Registered number: 06397427)
Notes to the Financial Statements – continued
for the Year Ended 31 December 2020
9.
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2020
2019
£
£
Amounts owed to group undertakings
415,561
16,531,692
Bank overdraft
299,296
415,561
16,830,988
Amounts owed to group undertakings pertains to interest free advances that are repayable on demand.
10.
OPERATING LEASES
Minimum lease payments under non-cancellable operating leases fall due as follows:
2020
2019
£
£
Within one year
120,843
226,742
Between one and five years
233,891
587,416
354,734
814,158
11.
PROVISIONS FOR LIABILITIES
2020
2019
£
£
Dilapidation provisions
38,849
40,245
£
Balance at 1 January 2020
40,245
Utilised during year
(1,396)
Balance at 31 December 2020
38,849
The dilapidations charges incurred were recharged from another group company.
12.
DEFERRED TAXATION
£
Balance at 1 January 2020
6,463
Credited to profit and loss account during year
(6,463)
Balance at 31 December 2020
-
The deferred taxation balance is made up as follows:
2020
2019
£
£
Accelerated capital allowances
-
6,463
13.
CALLED UP SHARE CAPITAL
Allotted, issued and fully paid:
Number:
Class:
Nominal
2020
2019
value:
£
£
41,389,330 (2019: 41,389,329) Ordinary shares
£0.01
413,893
413,893
Page 7
ESG Intermediate Holdings Limited (Registered number: 06397427)
Notes to the Financial Statements – continued
for the Year Ended 31 December 2020
14.
RESERVES
Retained earnings includes all current and prior year retained profits and losses.
Share premium represents amounts paid in excess of the nominal value for the share capital.
15.
CONTROLLING PARTY
The company is a wholly owned subsidiary of ESG Holdings Limited. During the period, the directors regard ESG Holdings Limited as the immediate parent undertaking and Realise Learning and Employment Holdings Limited as the ultimate parent company.
Realise Learning and Employment Holdings Limited is considered to be under the control of funds managed by Enact II GP LLP which is authorised and regulated by the Financial Conduct Authority.
The directors consider that there is no one ultimate controlling party by virtue of there being no majority shareholder within the ultimate parent entity.
16.
RELATED PARTY DISCLOSURES
The company is a wholly owned subsidiary of ESG Holdings Limited and has taken advantage of the exemption conferred by Financial Reporting Standard 102 not to disclose transactions with ESG Holdings Limited or other 100% group companies.
17.
CONTINGENT LIABILITIES
At 31 December 2020 there were no contingent liabilities (2019: £319,188,000).
18.
EMPLOYEES AND DIRECTORS
There were no staff costs for the year ended 31 December 2020 nor for the year ended 31 December 2019.
The average number of employees employed during the year ended 31 December 2020 was 0 (2019: 0).
There were no director's remunerated through ESG Intermediate Holdings Limited for the year ended 31 December 2020 nor for the year ended 31 December 2019.
19.
AUDITOR'S INFORMATION
The auditor's report on the financial statements for the year ended 31 December 2020 was unqualified.
The auditor's report was signed on 27th July 2021 by
Shaun Mullins (Senior Statutory Auditor) on behalf of
Mazars LLP.
2021-07-27
Page 8
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