Integral Annual report 2015 by 10bristol

delivering engineering excellence

Integral UK UK Holdings Ltd. Integral Holdings Ltd AnnualReport Report&&Accounts Accounts2016 2015 Annual

delivering engineering excellence

Directors and advisors Directors B Glastonbury P Salmons M Johns A Kenny

Company Secretary P Salmons

Registered Office 1290 Aztec West Almondsbury Bristol BS32 4SG

Auditor KPMG LLP 100 Temple Street Bristol BS1 6AG

Bankers Lloyds TSB Canons House Canons Way Bristol BS99 7LB National Westminster Bank 1 Waterhouse Street Halifax HX1 1JA

delivering deliveringengineering engineering excellence excellence

Integral UK Holdings Ltd

Annual Report & Accounts 2015

4 overview 5-14

strategic report Managing Director’s Review Financial Performance Operations Our People Acquisitions & New Developments

Tangible Fixed Assets Business Combinations Intangible Assets Stocks Impairment Excluding Stocks, and Deferred Tax Assets Employee Benefits Provisions Turnover Expenses Taxation

41-59

notes to the financial statements

CSR

Acquisitions of Business

Business Risks

Turnover

Future Prospects

Expenses and Auditor's Remuneration

15-23

statements and reports

Staff Numbers and Costs Directors' Remuneration Other Interest Receivable and Similar Income Interest Payable and Similar Charges Taxation Intangible Assets and Goodwill

Directors’ Report

Tangible Fixed Assets

Statement of Directors’ Responsibilities in Respect of the Strategic Report and the

Fixed Asset Investments

Financial Statements

Stocks

Independent Auditors Report to the Members of Integral UK Holdings Limited

Debtors

24-30

accounts & balance sheets

Cash and Cash Equivalents / Bank Overdrafts Creditors: Amounts Falling Due Within One Year Creditors: Amounts Falling After More Than One Year Deferred Tax Assets and Liabilities Provisions for Liabilities Employee Benefits

Group Profit and Loss Account

Share Capital

Group Balance Sheets

Operating Leases

Company Balance Sheet

Capital Commitments

Consolidated Statement of Changes in Equity

Related Parties

Consolidated Cash Flow Statement

Cross Guarantee

31-40

accounting policies Measurement Convention Going Concern Basis of Consolidation

Ultimate Parent Company and Parent Company of Larger Group Subsequent Events Accounting Estimates and Judgements Explanation of Transition to FRS 102 From Old UK GAAP

60-62

the board & management team

Foreign Currency Classification of Financial Instruments by the Group

Directors’ Biographies

Basic Financial Instruments

Management Team

Overview As the UK’s leading independent provider of mechanical, electrical and fabric maintenance services, we provide a range or maintenance solutions individually tailored to suit our clients’ needs. Our one team approach is the means by which we fulfil our promise of delivering engineering excellence. This brings together the combined skills and expertise of our people and through our process of continuous improvement, driven by leading-edge technology, ensures we deliver cost-effective, sustainable solutions every time. We pride ourselves on our ability to self-deliver engineering excellence consistently across our service lines and key market sectors. Our core services are shown below.

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Key facts

ÎÎ Over 3,600 directly employed staff

ÎÎ £14.7 million trading profit

ÎÎ 1,500 mobile engineers across the UK

ÎÎ More than 1,600 clients

ÎÎ £376 million turnover

ÎÎ 80% retention rate

delivering engineering excellence

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delivering engineering excellence

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Integral UK Holdings Ltd

Annual Report & Accounts 2015

strategic report 5

Managing Director’s Review Another incredible performance from the Integral team has enabled the business to achieve record results. Sales at £376 million and Trading Profit1 at £14.7 million are both up more than 20% compared to last year. This success has been achieved through the hard work and dedication of over 3,600 employees. Other contributing factors include: ÎÎ An on-going continual improvement process within our mobile operations to maintain the competitive edge we enjoy in this our largest business unit ÎÎ A strong focus on customer care and the robust reporting of KPIs and SLAs on all of our national or large regional contracts ÎÎ The successful integration of our most recent acquisition, Hall & Kay Fire Engineering. The unit has been seamlessly moulded into our business and produced a very strong set of results

Operating profit before amortisation and the release of negative goodwill 1

delivering engineering excellence

ÎÎ The successful set up and development of new operating business streams, including Controls, Pumps and Security, which make us less reliant on sub-contractors and more competitive in these service lines ÎÎ Contract wins with major clients, such as E.ON, Greggs, M&G, Westfield and Volvo ÎÎ The loyalty of our tremendous client base, who trust Integral to keep their properties compliant, our high retention rates remain above 80%

Integral UK Holdings Ltd

Annual Report & Accounts 2015

Financial Performance By listening closely to our clients and understanding their key business drivers, we were able to grow our Sales in 2015 to £376 million. Through offering a multitude of different services to our many clients, we are able to simplify their procurement process and, at the same time, maximise our sales potential. Our constant review of our own cost base, and maximising the efficiency of our mobile teams, has enabled us to deliver an operating profit of £14.7 million for the year.

"Success has been achieved through the hard work and dedication of over 3,600 employees."

A strong focus on cash collection delivered a positive cash position of £7 million at year end.

Turnover £m £376m £310m £230m

2013

2014

2015

Operating profit £m £14.7m £12.1m £9.6m

2013

2014

2015

Operations As Integral’s UK Board recognises it is our staff who deliver our excellent service and business goals, we attach the upmost importance to ensuring our employees, clients’ staff and members of the public we work alongside, return home safely at the end of a day’s work. Over the last twelve months, we have achieved excellent results against our performance measures. Our lost time incidents in 2015 were lower than in previous years, despite increasing our number of employees and widening our range of activities. As Managing Director of the UK’s largest privately owned Mechanical and Electrical maintenance business, I recognise the need to move safety management to the next level. So, at the end of last year, I was delighted to appoint Allison Connick as our new National Health, Safety and Environment Director. Allison, who joined us from CBRE, has a wealth of experience in the property sector and will lead Integral in improving our performance and safety culture even further during 2016 and beyond. The UK Board is the forum where the overall direction of Health & Safety is determined. By the appointment of a HSE professional to this Board, we will continue to improve performance through

delivering engineering excellence

monitoring on a monthly and quarterly basis. Our incident and near miss 24 hour reporting line is growing in use with management and staff being able to report near misses without the requirement to complete reams of paperwork. This, together with over 2,000 toolbox talks delivered to our operations in 2015 by Management and Supervisors, ensures we are continuously raising awareness and embedding our safety culture throughout all our engineering teams to be safe at all times. This awareness is definitely helping us achieve our reduction in accident targets. Integral’s core business has for many years been the successful delivery of mobile Mechanical, Electrical and Fabric services. Having 1,500 mobile engineers allows us to cost-effectively deliver this service to every postcode in the UK more efficiently than the majority of our competitors.

Integral UK Holdings Ltd

Annual Report & Accounts 2015

2016 will see the roll out of our new CAFM system and, together with a new scheduling programme, should not only provide even better service levels, but the system will make our engineers more productive, allowing us to become even more costeffective. Most of our mobile contracts are subject to strict KPIs and SLAs which must be reported on monthly. We are able to measure operational performance within each of our regions ensuring all our teams are delivering engineering excellence every month. When our new CAFM system goes live we will be able to measure the performance of all mobile contracts, as well as increased functionality to scrutinise the vast amount of data intelligence it provides to ensure we are continually maximising on our performance across all parts of the business. The continuous development of Integral Uptime enables us to compete in the large corporate/ critical site market and we have created processes and systems which, at this time, are unique in the property maintenance arena. The systems ensure compliance and greatly reduce the risk of downtime, which in itself is a terrifying thought for most large organisations. Within Uptime are the predictive tools we use to monitor the condition of major items of plant. The data from these tools is fed into the manufacturerâ&#x20AC;&#x2122;s life cycle algorithms allowing us to produce accurate and objective plant conditions, together with life expectancies for what, in many cases, are very expensive items of plant. This information allows clients to use their capex more effectively than in the past.

"Having 1,500 mobile engineers allows us to costeffectively deliver our services to every postcode in the UK."

Our People The tremendous results produced in 2015 would not have been possible without the loyal support of the 3,600 people we employ. The culture of the business is such that we both listen and act upon the good ideas coming up from our staff, and we are looking at more ways to encourage this dialogue. In 2016, more time will be spent informing all of our employees the importance of our ‘One Team Approach’ and their individual roles within it. We really do believe it is our ‘One Team Approach’ that differentiates us from our competitors.

further evidence that our continued investment in employee engagement activities (communication, training, empowerment, etc.) is having a positive effect leading to productivity improvements at all levels.

2016 will see the roll out of a new HR and Payroll system where, at the touch of a button, we will be able to produce training records and relevant qualification certification for all of our employees for clients. A new appraisal system is also being implemented to ensure we maximise the potential development of our staff, through tailored training programmes.

The Integral Board personally thanks all of our employees for their hard work and dedication in making the business so successful.

Despite the market heating up in certain sectors, our staff turnover remains low. For new contract start-ups, we rely on Facility Associates, our in-house recruitment company, to find quality candidates for us to choose from. Integral very much want to encourage young people to view property maintenance as a good recession resistant career and we always strive to have 80 apprentices/trainees employed at any one time. We always look to introduce to our company a diverse group of people from a variety of backgrounds, ideas and personalities to join our team. Once trained, these people bring new enthusiasm and vigour into the workforce and tend to remain with us when fully trained. Integral genuinely cares about its clients and staff, and that helps form the culture of our business. Because of this culture, staff who remain with us are happy working in this environment where everyone is empowered, where everyone is valued and takes responsibility. A large number of the staff have been with the business 20 years or more, allowing us to effectively mix our valuable experience and core principles with fresh skills and ideas. The successful integration of the Hall & Kay Fire business has allowed them to achieve a 35% reduction in employee attrition in 2015. This is

delivering engineering excellence

Integral UK Holdings Ltd

Annual Report & Accounts 2015

Acquisitions and New Developments At the end of 2014, Integral purchased the shares of SFS Fire Services Limited, trading as Hall & Kay. This was the largest acquisition Integral has made, but we felt confident in the company’s strong management team to help our core business growth, and strategically strengthen our engineering offering. Since June, Simon Quillish the Managing Director of Hall & Kay, has been working with the Holdings Board. Simon’s experience working in a large corporate service industry is certainly helping us form our future strategic plans. 2015 has been a year of integrating Hall & Kay into the Integral family and it has enjoyed an excellent trading year. We have been extremely busy in 2015 developing new start-ups and believe, due to increasing risks around the new Health & Safety regulations and tighter compliance standards, the Industrial sector will provide us with growth opportunities. In September 2015, we employed David Bostock as Head of Industrial Refrigeration to develop a new business unit. Working alongside our Commercial Refrigeration business, we are now able to offer design, installation and service of the largest chiller equipment generally used in food manufacturing and Retail Distribution Centres. As well as working on absorption machines, the team provide high quality service engineers that can also be utilised in our core maintenance business, working on the large commercial chillers on data centres and large office complexes. Also in 2015, Peter Fletcher was appointed as Divisional Director of our new Pumps business. After a recruitment drive, we are now able to install, commission and service a complete range of pumps throughout the UK, once again reducing our reliance on sub-contractors.

Peter has been working closely with our Energy team as new technology in the pump industry has meant that almost any pump installed over five years ago can be replaced with a new model and, with resultant energy savings, a payback can often be achieved in two years. We are helping both our existing clients to reduce energy costs and selling this service to a host of new clients where we believe a strong market exists in the Industrial sector. David Stokes and Mehmet Takka joined us as National Security Director and Technical Operations Manager respectively to develop a new Security business providing superior, high tech maintenance and installation of CCTV and access systems. Whilst some security systems are procured separately from the conventional Hard FM package, Integral has seen major benefits of bringing the delivery of security solutions within the core M&E services. Richard Harrington was appointed as Head of Fire Service to further strengthen our fire service solution nationally. This is the final piece in this jigsaw to enable us to deliver a true national service, through our in-house engineering teams. Murray Horne joined Hall & Kay during 2015 to develop a Detection and Gas business, which further strengthens the group’s position in the fire market. All of the above new business streams benefit in our strategy of being able to offer our clients a ‘one stop shop’ for cost-effective in-house delivery of engineering services.

CSR The main objective of our CSR programme is to help disadvantaged young people into the work place. We are working with charities such as The Princes Trust and Tomorrowâ&#x20AC;&#x2122;s People where initially we will find work placement opportunities wherever possible. Very often the young people we employ have little or no parental support, and it must be daunting for them to enter the workplace and see their world change around them. Again, I would like to thank our staff for supporting these young people and whilst full time employment is not found for everyone, some real young stars have been identified and hopefully will be working with us for many years to come. Integral are an active member of the Boots/BITC Reducing Re-offending programme. The cost to society of prisoners re-offending is staggering, and we hope in some small way we help ex-prisoners reintegrate back into society and reduce that burden. Our work with â&#x20AC;&#x2DC;Tools for a Missionâ&#x20AC;&#x2122; continues to provide tools and equipment to Third World countries, helping deliver typically water and sanitation projects. We are proud to be associated with this charity for over ten years.

delivering engineering excellence

Each of our regional teams are also encouraged to provide help in their own local communities and this support can range from re-building a Scout hut, to providing career guidance and assistance in schools where we help with interview techniques and writing CVs.

"We always look to introduce to our company a diverse group of people from a variety of backgrounds, ideas and personalities to join our team."

Integral UK Holdings Ltd

Annual Report & Accounts 2015

Business Risks Risk

Mitigation

Going live with our new CAFM and Management system.

We have vigorously tested the new system each step on its development and involved a core team in all decision making. We intend to carry out a full parallel run with a business unit, and test the system fully before we go live on the whole business. We have employed training managers and are developing on-line training tools to ensure everyone is aware of how to operate the system prior to trials.

Our people are our main asset. As our business grows, and the market heats up, recruitment, keeping and developing our staff are key to our success.

On the recruitment front, our in-house recruitment company, Facility Associates, is strengthening its staff levels to be able to meet this demand and we are updating our current appraisal systems. If we are to maintain both top and bottom line growth, it is essential we identify within our business the stars of the future and understand their training needs at an early stage. We expect our new appraisal system to assist in this goal.

Larger companies seeking TFM contracts.

Whilst we obviously canâ&#x20AC;&#x2122;t dictate to clients how they procure their services, we have put in place strategic partnerships with both Sodexo and Compass, which will allow us to compete in this TFM environment.

Growing our business profitably in a competitive environment.

By spending more time listening to our clients and flexing our service delivery to meet their needs, we have enabled ourselves to be the company our clients want us to be. Our major investment in new CAFM and scheduling system will increase cost effectiveness of mobile operations. We have invested in a Sales Director who will maintain a rigid bid/no bid process.

New Health & Safety Legislation.

The appointment of our professional Health, Safety & Environmental Director will keep us up-to-date with new Health, Safety & Environmental policies. Monthly and quarterly monitoring will be reviewed at every Board meeting, and regular training and review of employees in safe working practices.

The UK market for installation of fire systems is finite and competitive.

The company employs a sales team to actively seek new opportunities in order to maintain a strong pipeline. This pipeline is monitored on a regular basis to ensure that it is sufficient to allow the company to achieve the shareholders expectations in the budget plan. The company also subcontracts a significant element of installation costs in order to limit the risk of a shortfall in the pipeline.

Future Prospects Integral’s strategy of concentrating on the delivery of engineering hard services within the FM market has paid dividends over the last ten years, and we will continue with it. Where we see real opportunities for all our 1,600 clients is offering a ‘one stop shop’ for engineering hard services. Currently we have core clients who may still use different contractors when maintaining fire or security/access systems, fixed wire or PAT testing, fabric maintenance, or lighting etc. By directly employing engineers in-house who can deliver all of the above, and by bundling up tasks to reduce travel time, we can not only reduce our clients supply chain, but provide a cost-effective solution to both planned and reactive call-outs in a way that significantly reduces disruption to their own operations through less service visits. We have the truly exciting prospect of going live in the fourth quarter of 2016 with our new CAFM and scheduling system, which will greatly aid this objective. A small improvement through intelligent scheduling will make a massive difference to both our business efficiency and to the service levels achieved by our 1,500 directly employed mobile engineers. Introducing this system in an environment with so many different engineering disciplines comes with great challenges, but we are determined that this will deliver an absolute best-in-class service. Our Integral Uptime technology is so unique and provides a competitive advantage in the large corporate and data centre market. Clients are now, more than ever, looking for companies that can not only collect data, but use that data intelligently to maintain major plant at the optimum times and give advice on when it should be replaced. Our Integral Uptime Plus model is currently the only tool in the property market sector to achieve this and we are proud with the three prestigious awards it won in 2015.

delivering deliveringengineering engineering excellence excellence

Our Mechanical and Electrical project teams are enjoying the market upturn and have record order books which go through 2016 into 2017. Our expert in-house capability to design, install and maintain is definitely seen as a benefit to certain clients. Hall & Kay’s focus for 2016 is to maintain its core activities and values, whilst continuing to manage risk and provide profitable growth to the benefit of all stakeholders, e.g. clients, employees, suppliers and shareholders. With business units operating in different sectors, i.e. Industrial Refrigeration; Commercial Refrigeration; Fire Prevention; Fire Detection; Security/Access Systems; Pumps; Electrical Testing; Energy & Fabric; the opportunity for cross-selling our services has never been better. As the UK’s largest independent maintenance services provider we are able to act quickly, we also have a strong balance sheet and no debt. As such, I see 2016 as an exciting year for our group and, if we see acquisition opportunities either strategic or distressed that will add value to our business, we are in a great position to pursue them. By order of the board,

B Glastonbury Managing Director 24 March 2016

Integral UK Holdings Ltd

Annual Report & Accounts 2015

statements & reports 15

Directors’ Report The directors present their report and the audited financial statements of Integral UK Holdings (the “Company”) and together with its subsidiaries (the “Group”) for the year ended 31 December 2015. Principal activities The Company’s principal activity is that of an investment holding company. The principal activities of the Group are facilities services; including mechanical, electrical and fabric maintenance and the design, installation, commissioning and maintenance of fixed fire protection systems.

Review of business Please refer to the Strategic Report review on pages 5 to 14 for a review of the business during the year.

Donations The Group made no political donations (2014: £Nil). Charitable donations of £8,000 were made (2014: £13,000).

Results and dividends The Group profit after tax for the year amounted to £9,982,000 (2014: £10,381,000). An interim dividend of £10,000,000 (2014: £nil) was paid during the year. This represents a payment per share of £0.84p (2014: £nil) at the date of declaration. No final dividend is proposed.

Directors and their interests The directors who have served during the year and at the time of signing this report are set out on page 2. See note 6 to the financial statements for details of Directors’ interests.

Indemnity provision Subject to the provisions of the Companies Act, every Director, officer or employee of the Company is indemnified out of the assets of the Company, against any liability incurred in defending any proceedings relating to their conduct as an officer or employee of the Company.

delivering engineering excellence

Integral UK Holdings Ltd

Annual Report & Accounts 2015

Employee involvement

Report on pages 5 to 14.

The Group seeks to engage all employees in both its short term and long term goals. This is mainly achieved through briefings.

Key performance indicators

Employment of disabled persons It is the policy of the Group in the United Kingdom that disabled people, whether registered or not, should receive full and fair consideration for all job vacancies for which they are suitable applicants. Employees who become disabled during their working life will be retained in employment wherever possible and will be given help with any necessary rehabilitation and retraining.

Principal risks and uncertainties The management of the business and the execution of the Group’s strategy are subject to a number of risks. The key risks are set out within the Strategic

Key performance indicators are used in the financial management of the business and these are produced monthly in a Board pack. This information is distributed to the Board members and the Senior Management Team. The most important Key Performance Indicators include: ÎÎ Monthly value of work done by business unit ÎÎ Gross margin achieved by business unit ÎÎ Overheads ÎÎ Orders received in the month ÎÎ Working capital including cash, work in progress and debtors ÎÎ Prospects and tender opportunities in hand

With regards to managing the performance of our major contracts, all of our national maintenance clients have KPIs or SLAs within their contract documentation, and we are measured against them monthly. The measurements vary from contract to contract but typical KPIs are: ÎÎ Are the buildings we maintain 100% compliant? ÎÎ Are Planned Project Maintenance activities at least 95% complete? ÎÎ Attendance for reactive calls within set time parameters ÎÎ First time fix ratios for reactive calls ÎÎ Appearance/attitude of engineers We collate the figures for the above from our management system and are able to compare performance by branch and by region. These are published on a monthly basis to the whole operations team and, as well as being able to quickly check our overall service to our key customers, we are also able to produce a performance league table which provides a healthy competitiveness between the teams, and helps improve our overall performance. With regards projects, our teams carry out ‘monthly

"A large number of the staff have been with the business 20 years or more, allowing us to effectively mix our valuable experience and core principles with fresh skills and ideas."

delivering engineering excellence

Integral UK Holdings Ltd

Annual Report & Accounts 2015

financial reviews’ of all medium and large projects, whereby all financial aspects of the project are reviewed against budget. Items reviewed include monthly spends for materials, labour and subcontractors; invoices raised in the month; and cash flow. A table is also reviewed detailing any instructions issued in the month, together with the pricing of those instructions. If necessary, due to a large volume of additional works or delays by other times, extensions of time may be requested.

Financial risk management The Group’s operations expose it to a variety of financial risks that include the effects of changes in prices, credit risk, liquidity risk and interest rate risk. The Group has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the Group by monitoring the Group’s exposure to each of these identified risks.

Directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The board take an active involvement in the Group’s management of financial risk and circumstances where it would be appropriate to use financial instruments to manage these. Price risk The Group is not directly exposed to commodity price risk as a result of its operations. The Group has no exposure to equity securities price risk as it holds no listed equity investments. Exposure to changes in prices charged by suppliers is managed on an ongoing basis. Credit risk The Group has implemented policies that require appropriate credit checks on potential customers before sales are made. The amount of exposure to any individual counterpart is reassessed on a regular basis.

Given the nature of the Group’s operations, the

Liquidity risk The Group’s financing is arranged with Lloyds TSB. Financing is designed to ensure the Group has sufficient available funds for operations and planned expansions. Compliance with financing covenants is monitored by the board on a monthly basis. Interest rate cash flow risk The Group has both interest bearing assets and interest bearing liabilities arranged at variable interest rates based on Lloyds TSB base rate. Exposure to interest rate movements is monitored by the board and the policy will be revisited should the Group’s financing needs change.

Auditor Pursuant to Section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and KPMG LLP will therefore continue in office.

Disclosure of information to auditor The directors who held office at the date of approval of this directors’ report confirm that, so far as they are each aware, there is no relevant audit

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information of which the Company’s auditor is unaware; and each director has taken all the steps that he ought to have taken as a director to make himself aware of any relevant audit information and to establish that the Company’s auditor is aware of that information. By order of the Board,

P Salmons Secretary 24 March 2016

Integral UK Holdings Ltd

Annual Report & Accounts 2015

Statement of directors’ responsibilities in respect of the Strategic Report, the Directors’ Report and the financial statements The directors present their report and the audited financial statements of Integral UK Holdings (the “Company”) and together with its subsidiaries (the “Group”) for the year ended 31 December 2015. Statement of directors’ responsibilities in respect of the Strategic Report, the Directors’ Report and the financial statements. The directors are responsible for preparing the Strategic Report, the Directors’ Report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the Group and parent company financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 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 Group and parent company and of their profit or loss for that period. In preparing each of the Group and parent company financial statements, the directors are required to: ÎÎ Select suitable accounting policies and then apply them consistently ÎÎ Make judgements and estimates that are reasonable and prudent ÎÎ State whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements ÎÎ Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the parent company will continue in business

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the parent company and enable them to ensure that its financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

"Integral very much want to encourage young people to view property maintenance as a good recession resistant career and we always strive to have 80 apprentices/ trainees employed at any one time."

Independent auditor’s report to the members of Integral UK Holdings Limited We have audited the financial statements of Integral UK Holdings Limited for the year ended 31 December 2015 set out on pages 24 to 59. The financial reporting framework that has been applied in their preparation is applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice), including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland. 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 auditor’s 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.

Respective responsibilities of directors and auditor As explained more fully in the Directors’ Responsibilities Statement set out on page 21, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit, and express an opinion on, the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.

Scope of the audit of the financial statements A description of the scope of an audit of financial statements is provided on the Financial Reporting Council’s website at www.frc.org.uk/ auditscopeukprivate.

Opinion on financial statements In our opinion the financial statements: ÎÎ Give a true and fair view of the state of the Group’s and of the parent company’s affairs as at 31 December 2015 and of the Group’s profit for the year then ended

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ÎÎ Have been properly prepared in accordance with UK Generally Accepted Accounting Practice; and ÎÎ Have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on other matters prescribed by the Companies Act 2006 In our opinion the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements. Based solely on the work required to be undertaken in the course of the audit of the financial statements and from reading the Strategic report and the Directors’ report: ÎÎ We have not identified material misstatements in those reports; and ÎÎ In our opinion, those reports have been prepared in accordance with the Companies Act 2006.

Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: ÎÎ 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 ÎÎ The parent company financial statements are not in agreement with the accounting records and returns; or ÎÎ Certain disclosures of directors’ remuneration specified by law are not made; or

Integral UK Holdings Ltd

Annual Report & Accounts 2015

Ă&#x17D;Ă&#x17D; We have not received all the information and explanations we require for our audit Kate Teal (Senior Statutory Auditor) for and on behalf of KPMG LLP, Statutory Auditor Chartered Accountants 100 Temple Street Bristol BS1 6AG 24 March 2016

"By directly employing engineers in-house...and by bundling up tasks to reduce travel time, we can not only reduce our clients supply chain, but provide a cost-effective solution to both planned and reactive call-outs in a way that significantly reduces disruption to our clients operations through less service visits."

accounts & balance sheets 24

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Integral UK Holdings Ltd

Annual Report & Accounts 2015

Group Profit and Loss Account for the year ended 31 December 2015

2015

2014

ÂŁ000

376,095

309,882

Cost of sales

(326,761)

(269,632)

Gross profit

49,334

40,250

(34,668)

(28,135)

14,666

12,115

(1,788)

2,713

12,878

13,040

Note

Turnover

Administrative expenses Operating profit before amortisation and release of negative goodwill Goodwill amortisation Release of negative goodwill Operating profit Other interest receivable and similar income

Interest payable and similar charges

(245)

(110)

12,638

12,932

(2,656)

(2,551)

9,982

10,381

9,451

10,380

531

9,982

10,381

Profit on ordinary activities before taxation Tax on profit on ordinary activities Profit and total comprehensive income for the financial year

Profit and total comprehensive interest attributable to Shareholders of the parent company Minority interests Total profit and comprehensive income

There are no items of other comprehensive income in either period. The notes on pages 41 to 59 form part of these financial statements.

Group Balance Sheet

for the year ended 31 December 2015 Note

2015

2014

£000

Fixed assets Intangible assets

18,640

20,247

Tangible assets

1,081

622

19,721

20,869

Current assets Stocks

560

544

Debtors

93,851

85,769

Cash at bank and in hand

6,994

10,024

101,405

96,337

(78,555)

(75,367)

Net current assets

22,850

20,970

Total assets less current liabilities

42,571

41,839

Creditors: amounts falling due within one year

Creditors: amounts falling due after more than one year

(256)

Provisions for liabilities

(188)

42,127

41,395

13,538

11,791

3,133

Profit and loss account

24,192

26,488

Equity attributable to the parent’s shareholders

40,868

41,417

1,259

(22)

42,127

41,395

Net assets Capital and reserves Called up share capital Share premium account Capital redemption reserve

Minority interests Shareholders’ funds

The notes on pages 41 to 59 form part of these financial statements. These financial statements were approved by the board of directors on 24 March 2016 and were signed on its behalf by:

B Glastonbury Director

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Integral UK Holdings Ltd

Annual Report & Accounts 2015

Company Balance Sheet

for the year ended 31 December 2015 Note

2015

2014

ÂŁ000

38,454

36,670

38,454

36,670

Fixed assets Investments

Current assets Debtors

1,170

Creditors: amounts falling due within one year

(23,847)

(21,041)

(22,677)

(21,041)

15,777

15,629

(256)

15,521

15,373

13,538

11,791

3,133

Profit and loss account

(1,155)

444

Shareholdersâ&#x20AC;&#x2122; funds

15,521

15,373

Net current assets Total assets less current liabilities Creditors: amounts falling due after more than one year

Net assets Capital and reserves Called up share capital Share premium account Capital redemption reserve

The notes on pages 41 to 59 form part of these financial statements. These financial statements were approved by the board of directors on 24 March 2016 and were signed on its behalf by:

B Glastonbury Director

Consolidated Statement of Changes in Equity Called up share capital

Share premium account

Other reserves

Profit and loss account

Minority interest

Total equity

£000

11,791

3,133

16,108

(23)

31,014

Profit or loss

10,380

10,381

Total comprehensive income for the period

26,488

(22)

26,466

Balance at 31 December 2014

11,791

3,133

26,488

(22)

41,395

Called up share capital

Share premium account

Other reserves

Profit and loss account

Minority interest

Total equity

£000

11,791

3,133

26,488

(22)

41,395

Profit or loss

9,451

531

9,982

Total comprehensive income for the period

9,451

531

9,982

Issue of shares

1,747

(1,747)

Dilution of investment

750

Dividends

(10,000)

Total contributions by and distributions to owners

1,747

(11,747)

750

(9,250)

Balance at 31 December 2015

13,538

3,133

24,192

1,259

42,127

Balance at 1 January 2014 Total comprehensive income for the period

Balance at 1 January 2015 Total comprehensive income for the period

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Integral UK Holdings Ltd

Annual Report & Accounts 2015

Company Statement of Changes in Equity Called up share capital

Share premium account

£000

11,791

3,133

277

15,206

Profit for the year

167

Total comprehensive income for the period

167

Balance at 31 December 2014

11,791

3,133

444

15,373

Called up share capital

Share premium account

Other Profit and reserves loss account

Total equity

£000

11,791

3,133

444

15,373

Profit or loss

10,148

Total comprehensive income for the period

10,148

Issue of shares

1,747

(1,747)

Dividends paid

(10,000)

1,747

(1,599)

148

13,538

3,133

(1,155)

15,521

Balance at 1 January 2014

Other Profit and reserves loss account

Total equity

Total comprehensive income for the period

Balance at 1 January 2015 Total comprehensive income for the period

Total contributions by and distributions to owners Balance at 31 December 2015

Consolidated Cash Flow Statement for the year ended 31 December 2015

2015

2014

ÂŁ000

9,982

10,381

2,283

906

(5)

(2)

245

2,656

2,551

15,161

13,915

(8,038)

(14,205)

(16)

(48)

9,143

13,922

188

16,250

13,772

(10,000)

(31)

(2,710)

(2,943)

3,509

10,798

(8,761)

Acquisition of tangible fixed assets

(911)

(443)

Acquisition of other intangible assets

(240)

(490)

(1,123)

(9,692)

Interest paid

(244)

(79)

Net cash from financing activities

(244)

(79)

Net increase in cash and cash equivalents

2,142

1,027

Cash and cash equivalents at 1 January

4,852

3,825

6,994

4,852

Note

Cash flows from operating activities Profit for the year Adjustments for: Depreciation, amortisation and impairment Interest receivable and similar income Interest payable and similar charges Taxation

Increase in trade and other debtors Increase in stocks Increase in trade and other creditors Increase in provisions

Dividends paid Preference share dividend paid Tax paid Net cash from operating activities Cash flows from investing activities Proceeds from sale of tangible fixed assets Interest received Acquisition of a business

Net cash from investing activities Cash flows from financing activities

Cash and cash equivalents at 31 December

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Integral UK Holdings Ltd

Annual Report & Accounts 2015

accounting policies 31

1. Accounting policies Integral UK Holdings Limited (the “Company”) is a company limited by shares and incorporated and domiciled in the UK. These Group and parent company financial statements were prepared in accordance with Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (“FRS 102”) as issued in August 2014. The amendments to FRS 102 issued in July 2015 and effective immediately have been applied. The presentation currency of these financial statements is sterling. All amounts in the financial statements have been rounded to the nearest £1,000. An explanation of how the transition to FRS 102 has affected financial position and financial performance of the Company is provided in note 29. FRS 102 grants certain first-time adoption exemptions from the full requirements of FRS 102. The following exemptions have been taken in these financial statements: ÎÎ Business combinations – Business combinations that took place prior to 1 January 2014 have not been restated. The parent company is included in the consolidated financial statements, and is considered to be a qualifying entity under FRS 102 paragraphs 1.8 to 1.12. The following exemptions available under FRS 102 in respect of certain disclosures for the parent company financial statements have been applied: ÎÎ The reconciliation of the number of shares outstanding from the beginning to the end of the period has not been included a second time; ÎÎ No separate parent company Cash Flow Statement with related notes is included; and ÎÎ Key Management Personnel compensation has not been included a second time. ÎÎ Certain disclosures required by FRS 102.26 Share Based Payments; and, ÎÎ The disclosures required by FRS 102.11 Basic Financial Instruments and FRS 102.12 Other Financial Instrument Issues in respect of financial instruments not falling within the fair value accounting rules of Paragraph 36(4) of Schedule 1.

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Integral UK Holdings Ltd

Annual Report & Accounts 2015

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements.

Based on these indications the directors believe that it remains appropriate to prepare the financial statements on a going concern basis.

Judgements made by the directors, in the application of these accounting policies that have significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed in note 28.

1.3 Basis of consolidation

1.1 Measurement convention The financial statements are prepared on the historical cost basis.

1.2 Going concern The Group’s business activities, together with the actors likely to affect its future development, performance and position, are set out in the Strategic Report, where details are also given of the financial and liquidity positions. The Group has considerable financial resources at its disposal and the directors have considered the current financial projections. Consequently, the directors believe that the company is well placed to manage its business risks successfully. After making enquiries, the directors have a reasonable expectation that the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts. With regards the Company, the financial statements have been prepared on the going concern basis, notwithstanding net current liabilities of £22,677,000. The Company’s liabilities at 31 December 2015 include an amount of £23,847,000 due to the Company’s subsidiaries. The Company’s ability to continue as a going concern is therefore dependent upon its subsidiary companies not requiring repayment of the amounts due to them. Whilst possible, it is considered unlikely that the subsidiaries would recall the amounts without the Company having sufficient resources to repay them on the basis that the Company owns 100% of the share capital of those companies and is therefore deemed to control them.

The consolidated financial statements include the financial statements of the Company and its subsidiary undertakings made up to 31 December 2015. A subsidiary is an entity that is controlled by the parent. The results of subsidiary undertakings are included in the consolidated profit and loss account from the date that control commences until the date that control ceases. Control is established when the Company has the power to govern the operating and financial policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that are currently exercisable. Under Section 408 of the Companies Act 2006 the Company is exempt from the requirement to present its own profit and loss account. In the parent financial statements, investments in subsidiaries, are carried at cost less impairment.

1.4 Foreign currency Transactions in foreign currencies are translated to the Company’s functional currency at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the foreign exchange rate ruling at that date. Nonmonetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are retranslated to the functional currency at foreign exchange rates ruling at the dates the fair value was determined. Foreign exchange differences arising on translation are recognised in the profit and loss account.

1.5 Classification of financial instruments issued by the Group In accordance with FRS 102.22, financial instruments issued by the Company are treated as equity only to the extent that they meet the following two conditions: (a) they include no contractual obligations upon the company to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the company; and (b) where the instrument will or may be settled in the company’s own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the company’s own equity instruments or is a derivative that will be settled by the company’s exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments. To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the company’s own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to those shares.

1.6 Basic financial instruments Investments in ordinary shares Investments in equity instruments are measured initially at fair value, which is normally the transaction price. Transaction costs are excluded if the investments are subsequently measured at fair value through profit and loss. Subsequent to initial recognition investments that can be measured reliably are measured at fair value with changes recognition in profit and loss. Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand form an integral part of the Company’s cash management are included as a component of cash and cash equivalents for the purpose only of the cash flow statement. Trade and other debtors / creditors Trade and other debtors are recognised initially at

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transaction price less attributable transaction costs. Trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of instrument for a similar debt instrument. Interest-bearing borrowings classified as basic financial instruments Interest-bearing borrowings are recognised initially at the present value of future payments discounted at a market rate of interest. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses.

1.7 Tangible fixed assets Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Tangible fixed assets include investment property whose fair value cannot be measured reliably without undue cost or effort. Where parts of an item of tangible fixed assets have different useful lives, they are accounted for as separate items of tangible fixed assets, for example land is treated separately from buildings. Leases in which the Company assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance leases. All other leases are classified as operating leases. Leased assets acquired by way of finance lease are stated on initial recognition at an amount equal to the lower of their fair value and the present value of the minimum lease payments at inception of the lease, including any incremental costs directly attributable to negotiating and arranging the lease. At initial recognition a finance lease liability is recognised equal to the fair value of the leased asset or, if lower, the present value of the minimum lease payments. The present value of the minimum lease payments is calculated using the interest rate implicit in the lease. Lease payments are accounted for as described at 1.15 below.

Integral UK Holdings Ltd

Annual Report & Accounts 2015

The company assesses at each reporting date whether tangible fixed assets (including those leased under a finance lease) are impaired. Depreciation is charged to the profit and loss account on a straight-line basis over the estimated useful lives of each part of an item of tangible fixed assets. Leased assets are depreciated over the shorter of the lease term and their useful lives. Land is not depreciated. Fixed assets are depreciated as follows: ÎÎ Leasehold buildings - term of lease ÎÎ Plant, machinery and vehicles - 33 – 50% ÎÎ Fixtures and fittings - 20 – 33% Depreciation methods, useful lives and residual values are reviewed if there is an indication of a significant change since last annual reporting date in the pattern by which the company expects to consume an asset’s future economic benefits.

1.8 Business combinations Business combinations are accounted for using the purchase method as at the acquisition date, which is the date on which control is transferred to the company. At the acquisition date, the company recognises goodwill at the acquisition date as: ÎÎ The fair value of the consideration (excluding contingent consideration) transferred; plus ÎÎ Estimated amount of contingent consideration (see below); plus ÎÎ The fair value of the equity instruments issued; plus ÎÎ Directly attributable transaction costs; less ÎÎ The net recognised amount (generally fair value) of the identifiable assets acquired and liabilities and contingent liabilities assumed. When the excess is negative, this is recognised and separately disclosed on the face of the balance sheet as negative goodwill. Consideration which is contingent on future events is recognised based on the estimated amount if the contingent consideration is probable and can be measured reliably. Any subsequent changes to the amount are treated as an adjustment to the cost of the acquisition.

1.9 Intangible assets Goodwill Goodwill is stated at cost less any accumulated amortisation and accumulated impairment losses. Goodwill is allocated to cash-generating units or group of cash-generating units that are expected to benefit from the synergies of the business combination from which it arose. Negative goodwill Negative goodwill arising on business combinations in respect of acquisitions is included on the balance sheet immediately below any positive goodwill and released to the profit and loss account in the periods in which the non-monetary assets arising on the same acquisition are recovered. Any excess exceeding the fair value of non-monetary assets acquired shall be recognised in profit or loss in the periods expected to benefit. Research and development Expenditure on research activities is recognised in the profit and loss account as an expense as incurred.

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Expenditure on development activities may be capitalised if the product or process is technically and commercially feasible and the Group intends and has the technical ability and sufficient resources to complete development, future economic benefits are probable and if the Group can measure reliably the expenditure attributable to the intangible asset during its development. Development activities involve design for, construction or testing of the production of new or substantially improved products or processes. The expenditure capitalised includes the cost of materials, direct labour and an appropriate proportion of overheads and capitalised borrowing costs. Other development expenditure is recognised in the profit and loss account as an expense as incurred. Capitalised development expenditure is stated at cost less accumulated amortisation and less accumulated impairment losses. Other intangible assets Expenditure on internally generated goodwill and brands is recognised in the profit and loss account as an expense as incurred.

Integral UK Holdings Ltd

Annual Report & Accounts 2015

Other intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and less accumulated impairment losses. The cost of intangible asset acquired in a business combination are capitalised separately from goodwill if the fair value can be measured reliably at the acquisition date. Amortisation Amortisation is charged to the profit or loss on a straight-line basis over the estimated useful lives of intangible assets. Intangible assets are amortised from the date they are available for use. The estimated useful lives are as follows: ÎÎ Software license - 3 years ÎÎ Customer list - 2 years Intangible assets comprising of software licences that are acquired by the company, are stated at cost less accumulated amortisation and impairment losses. Amortisation is charged on a straight line basis over the estimated useful life of the assets. The company reviews the amortisation period and method when events and circumstances indicate that the useful life may have changed since the last reporting date. Goodwill and other intangible assets are tested for impairment in accordance with Section 27 Impairment of assets when there is an indication that goodwill or an intangible asset may be impaired. The company reviews the amortisation period and method when events and circumstances indicate that the useful life may have changed since the last reporting date. Goodwill and other intangible assets are tested for impairment in accordance with Section 27 Impairment of assets when there is an indication that goodwill or an intangible asset may be impaired.

1.10 Stocks

Financial assets (including trade and other debtors) A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably. An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. For financial instruments measured at cost less impairment an impairment is calculated as the difference between its carrying amount and the best estimate of the amount that the Group would receive for the asset if it were to be sold at the reporting date. Interest on the impaired asset continues to be recognised through the unwinding of the discount. Impairment losses are recognised in profit or loss. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss. Non-financial assets The carrying amounts of the Group’s non-financial assets, other than stocks and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is based on the first-in first-out principle and includes expenditure incurred in acquiring the stocks, conversion costs and other costs in bringing them to their existing location and condition.

1.11 Impairment excluding stocks, and deferred tax assets

specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cashgenerating unit”). The goodwill acquired in a business combination, for the purpose of impairment testing is allocated to cash-generating units, or (“CGU”) that are expected to benefit from the synergies of the combination. For the purpose of goodwill impairment testing, if goodwill cannot be allocated to individual CGUs or groups of CGUs on a non-arbitrary basis, the impairment of goodwill is determined using the recoverable amount of the acquired entity in its entirety, or if it has been integrated then the entire entity into which it has been integrated. An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis. An impairment loss is reversed if and only if the reasons for the impairment have ceased to apply. Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

1.12 Employee benefits Defined contribution plans and other long term employee benefits A defined contribution plan is a post-employment benefit plan under which the company pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in the profit and loss account in the periods during which services are rendered by employees.

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Integral UK Holdings Ltd

Annual Report & Accounts 2015

1.13 Provisions A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are recognised at the best estimate of the amount required to settle the obligation at the reporting date. Where the Group enters into financial guarantee contracts to guarantee the indebtedness of other companies within its Group, the company treats the guarantee contract as a contingent liability until such time as it becomes probable that the company will be required to make a payment under the guarantee.

1.14 Turnover The Group recognises revenue review based on the estimated sales value for the work which has been completed. For all types of work including planned maintenance and project works, is calculated based on the costs incurred with an estimate of the attributable margin. For reactive works the sales value of work done is based purely on the costs, with no margin added until the work has been invoiced at this point the margin is recognised as being the difference

between the actual costs and actual invoiced amount. Amounts recoverable on contracts are included in debtors and represent turnover recognised in excess of payments on account. Payments received on account in respect of contracts that exceed the recognised turnover are included in creditors. Provision is made for any losses that are foreseen.

1.15 Expenses Operating lease Payments (excluding costs for services and insurance) made under operating leases are recognised in the profit and loss account on a straight-line basis over the term of the lease unless the payments to the lessor are structured to increase in line with expected general inflation; in which case the payments related to the structured increases are recognised as incurred. Lease incentives received are recognised in profit and loss over the term of the lease as an integral part of the total lease expense. Interest receivable and interest payable Interest payable and similar charges is interest payable on bank overdraft and preference share dividends. Other interest receivable and similar income is interest receivable on funds invested.

Interest income and interest payable are recognised in profit or loss as they accrue, using the effective interest method. Dividend income is recognised in the profit and loss account on the date the companyâ&#x20AC;&#x2122;s right to receive payments is established.

1.16 Taxation Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the profit and loss account except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income.

combination and the corresponding amount that can be deducted or assessed for tax. Goodwill is adjusted by the amount of such deferred tax. Deferred tax is measured at the tax rate that is expected to apply to the reversal of the related difference, using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax balances are not discounted. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided on timing differences which arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. The following timing differences are not provided for: differences between accumulated depreciation and tax allowances for the cost of a fixed asset if and when all conditions for retaining the tax allowances have been met; and differences relating to investments in subsidiaries, to the extent that it is not probable that they will reverse in the foreseeable future and the reporting entity is able to control the reversal of the timing difference. Deferred tax is not recognised on permanent differences arising because certain types of income or expense are non-taxable or are disallowable for tax or because certain tax charges or allowances are greater or smaller than the corresponding income or expense. Deferred tax is provided in respect of the additional tax that will be paid or avoided on differences between the amount at which an asset (other than goodwill) or liability is recognised in a business

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"Each of our regional teams are encouraged to provide help in their own local communities. Support can range from re-building a Scout hut, to providing career guidance and assistance in schools."

Integral UK Holdings Ltd

Annual Report & Accounts 2015

notes to the financial statements 41

2. Acquisitions of businesses Acquisitions in the prior period On 28 November 2014 the Company acquired all of the shares of Hall and Kay Fire Holdings Limited. The business acquired in the comparative period contributed revenue of ÂŁ3.1 million and net loss of ÂŁ21k to the revenue and net profit for the prior year. As per FRS102.19.19, as the initial accounting for the business combination was incomplete, the provisional balances around net assets and purchase consideration disclosed in the prior year have been retrospectively adjusted by the company (as they have undertaken the exercise within 12 months of the acquisition date) to reflect the new information obtained. As part of the transition to FRS102, the company has also reconsidered its purchase price allocation, and determined that the balance between purchase consideration and net assets acquired reflects an intangible asset in relation to acquired contracts, and this has been reflected as such in the financial statements.

Book value

Fair value adjustments

Recognised values on acquisition

120

14,263

158

14,421

14,297

158

14,575

Creditors

1,098

(31)

1,067

Accruals

4,585

(26)

4,559

188

Total liabilities

5,871

(57)

5,814

Net assets

8,426

215

8,761

Fixed assets Tangible Intangible Current assets Debtors Cash Total assets Liabilities

Provisions

Purchase consideration and costs of acquisition

8,761

Consisting of: Cash

8,761

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Integral UK Holdings Ltd

Annual Report & Accounts 2015

3. Turnover By activity:

2015

2014

£000

321,809

305,307

52,771

231

1,515

4,344

376,095

309,882

2015

2014

£000

366,759

309,882

9,336

376,095

309,882

2015

2014

£000

Research and development expenditure expensed as incurred

Release of negative goodwill

(2,713)

Profit on sale of fixed assets

741

750

2015

2014

£000

Audit of these financial statements

Audit of financial statements of subsidiaries of the company

100

Taxation compliance services

Provision of facilities services, including mechanical, electrical and fabric maintenance Design, installation, commission and maintenance of fixed fire protection systems Provision of professional services

By geographical market:

UK Europe

4. Expenses and auditor’s remuneration Included in profit/loss are the following:

Impairment loss on trade debtors

Auditor’s remuneration:

Amounts receivable by the company’s auditor and its associates in respect of:

5. Staff numbers and costs The average weekly number of persons employed by the Group (including directors) during the year was as follows: 2015

2014

£000

Operations

2,515

2,291

Management and administration

1,099

1,107

3,614

3,398

2015

2014

£000

Wages and salaries

103,595

91,386

Social security costs

11,265

9,777

2,233

1,752

117,093

102,915

The aggregate payroll costs of these persons were as follows:

Contributions to defined contribution plans

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Integral UK Holdings Ltd

Annual Report & Accounts 2015

6. Directors’ remuneration

Directors’ remuneration Company contributions to money purchase pension plans

2015

2014

£000

622

661

The aggregate of remuneration and amounts receivable under long term incentive schemes of the highest paid director was £295,000 (2014:£326,000), and company pension contributions of £ nil (2014:£ nil) were made to a money purchase scheme on his behalf.

2015

2014

£000

Retirement benefits are accruing to the following number of directors under: Money purchase schemes

Directors’ interests The beneficial interest of the directors in the share capital of the Company as at 31 December 2015 were as follows: Preference shares

Ordinary shares

P Salmons

50,000

766,667

M Johns

50,000

766,667

A Kenny

20,833

946,761

7. Other interest receivable and similar income

On bank deposits

2015

2014

£000

2015

2014

£000

214

245

110

8. Interest payable and similar charges

On bank overdraft Preference share dividends

9. Taxation Total tax expense recognised in the profit and loss account, other comprehensive income and equity. 2015

2014

£000

2,487

2,609

2,556

2,612

Origination and reversal of timing differences

136

(61)

Change in tax rate

(59)

100

(61)

2,656

2,551

Current tax Current tax on income for the period Adjustments in respect of prior periods Total current tax Deferred tax (see note 18)

Adjustments in respect of prior periods Total deferred tax Total tax

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Integral UK Holdings Ltd

Annual Report & Accounts 2015

Reconciliation of effective tax rate 2015

2014

£000

12,638

12,932

2,559

2,780

384

Release of negative goodwill not taxable for tax purposes

(583)

Group relief (claimed) / surrendered

(51)

Reduction in tax rate on deferred tax balances

(353)

(59)

2,656

2,551

Profit for the year Tax using the UK corporation tax rate of 20.25% (2014: 21.49%) Fixed asset differences Goodwill amortisation not deductible for tax purposes

Non-deductible expenses Other permanent differences Deferred tax not recognised Under / (over) provided in prior years (deferred tax) Under / (over) provided in prior years Total tax expense included in profit or loss

Reductions in the UK corporation tax rate from 23% to 21% (effective from 1 April 2014) and 20% (effective rate from 1 April 2015) were substantively enacted on 2 July 2013. Further reductions to 19% (effective from 1 April 2017) and to 18% (effective 1 April 2020) were substantively enacted on 26 October 2015. This will reduce the company’s future current tax charge accordingly. All tax is recognised in the profit and loss account.

10. Intangible assets and goodwill Group Software license

Goodwill

Contract listing

Total

£000

Balance at 1 January 2015

490

35,129

120

35,739

Other acquisitions – externally purchased

240

Balance at 31 December 2015

730

35,129

120

35,979

Balance at 1 January 2015

15,492

Amortisation for the year

1,788

1,847

Balance at 31 December 2015

17,280

17,339

Balance at 1 January 2015

490

19,637

120

20,247

Balance at 31 December 2015

730

17,849

18,640

Cost

Amortisation and impairment

Net book value

There has been no amortisation charged on the software license in the year as it has not yet been completed.

delivering engineering excellence

Integral UK Holdings Ltd

Annual Report & Accounts 2015

11. Tangible fixed assets Group Short leasehold land and buildings

Fixtures and fittings

Plant machinery and vehicles

Total

£000

512

1,666

2,274

Other acquisitions

294

617

911

Disposals

(23)

806

2,260

3,162

Balance at 1 January 2015

318

1,284

1,652

Depreciation charge for year

331

436

(7)

377

1,608

2,081

194

382

622

429

652

1,081

Cost Balance at 1 January 2015

Balance at 31 December 2015 Depreciation and impairment

Disposal Balance at 31 December 2015 Net book value Balance at 1 January 2015 Balance at 31 December 2015

12. Fixed asset investments Company Shares in group undertakings

Total

£000

36,670

1,784

38,454

At 31 December 2015

38,454

At 31 December 2014

36,670

Cost At beginning of year Additions At end of year Provisions At beginning and end of year Net book value

The company’s subsidiary undertakings are as follows. The holding % below reflected the percentage of Ordinary shares held in each business. There are no other classes of shares held. Name of company

Country of incorporation

Integral UK Limited

England and Wales 100%

Facilities maintenance

SFS Fire Services Limited

England and Wales 70%

Sprinkler installation and maintenance

Facility Associates Recruitment Limited

England and Wales 100%

Employment bureau

Hub Professional Services Limited

England and Wales 90%

Professional services

Mobius Support Services Limited*

England and Wales 100%

Facilities management

Integral Industrial Projects and Refrigeration Limited

England and Wales 100%

Business environment management

Hall and Kay Fire Holdings Ltd

England and Wales 100%

Holding company

* ceased trading during the prior year

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Holding % Activity

Integral UK Holdings Ltd

Annual Report & Accounts 2015

13. Stocks Group

Raw materials and consumables

2015

2014

£000

560

544

Raw materials, consumables and changes in finished goods and work in progress recognised as cost of sales in the year amounted to £49,000,000 (2014 £64,000,000). The write-down of stocks to net realisable value amounted to £nil (2014: £ nil).

14. Debtors Group

Company

Group

Company

2015

2014

£000

1,170

Trade debtors

64,668

55,257

Amounts recoverable on contracts

26,589

27,745

152

176

881

2,366

1,734

93,851

1,170

85,769

93,799

85,617

1,170

152

93,851

1,170

85,769

Amount owed by group companies

Deferred tax assets (note 19) Other debtors Prepayments and accrued income

Due within one year Due after more than one year

The Company has loan notes totalling £1,170,000 from Hall and Kay Fire Services which accrue an interest charge of 10% per annum. These loan notes are due for repayment in 2020.

15. Cash and cash equivalents/ bank overdrafts

Cash at bank and in hand Bank overdrafts Cash and cash equivalents per cash flow statements

2015

2014

£000

6,994

10,024

(5,172)

6,994

4,852

16. Creditors: amounts falling due within one year Group

Company

Group

Company

2015

2014

£000

23,847

21,041

Trade creditors

37,138

30,245

Payments received on account for contract work

13,862

13,742

Taxation and social security

11,491

10,458

Bank loans and overdrafts*

5,172

15,933

15,250

130

78,555

23,847

75,367

21,041

Amount owed to group undertakings

Accruals and deferred income Directors loan

The amount due to group undertakings is repayable on demand and interest is charged at a current rate of 1.5% above the Bank of England base rate. * The Company makes use of an invoice discounting facility. In accordance with FRS102.11.34, the trade debtors and the advances from the bank have been shown separately as the company continues to hold significant risk and rewards relating to the receivables. The overdraft balance above, relates to the advances from the bank under this facility.

17. Creditors: amounts falling after more than one year

Shares classified as debt (see note 22)

Group

Company

Group

Company

2015

2014

£000

256

Details of the shares classified as debt can be found in note 21.

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Integral UK Holdings Ltd

Annual Report & Accounts 2015

18. Deferred tax assets and liabilities Company Assets

Liabilities

Net

2015

2014

2015

2014

2015

2014

£000

Accelerated capital allowances

118

Short term timing differences

(52)

(152)

(52)

(152)

Tax (assets) / liabilities

In addition to the deferred tax asset above, the Company has additional unrecognised deferred tax losses of £27,000 (2014: £Nil) which have not been recognised as the Company does not expect to generate sufficient future profits to be able to utilise these losses against.

19. Provisions for liabilities Group Property provision £000 Balance at 1 January 2015

188 188

These balances related to dilapidations. None of the provision was utilised during the year as none of the properties were vacated.

20. Employee benefits The Group operates a number of defined contribution pension plans. The total expense relating to these plans in the current year was £2,233,000 (2014:£1,752,000).

21. Share capital The share capital is summarised below: 2015

2014

2015

2014

£000

17,000,000

9,364

256,400

2,564

12,199,192

11,935,650

4,879

4,775

256,400

2,564

Authorised Ordinary shares Preference shares Allotted and fully paid Ordinary shares Preference shares

Rights of ordinary shareholders The rights allocated to the Ordinary shares and Preference shares are the same except where listed below. ÎÎ Preference shareholders participate in a fixed cumulative cash dividend at 12% of the paid up value of the shares. ÎÎ On a return of capital of the Company, any surplus shall be distributed to the shareholders in the following order:

- Preference shares

- Ordinary shares

ÎÎ Preference shares shall be redeemed at their paid up value in the event of a listing or an acquisition of the company’s Ordinary shares. In accordance with FRS102.11 (“Financial Instruments: Disclosure and presentation), the preference shares have been disclosed in the financial statements as “Creditors: Amounts falling due after more than one year”.

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Integral UK Holdings Ltd

Annual Report & Accounts 2015

22. Operating leases Non-cancellable operating lease rentals are payable as follows: Land and buildings

Other operating leases

2015

2014

2015

2014

£000

Within one year

1,547

407

5,177

6,650

Within two to five years

2,728

2,296

7,809

9,523

949

677

5,224

3,380

12,989

16,173

Operating leases which expire:

After five years

During the year £9,302,000 was recognised as an expense in the profit and loss account in respect of operating leases (2014: £9,087,000).

23. Capital commitments There is no capital expenditure authorised and contracted for at 31 December 2015 for which no provision has been made in these accounts.

24. Related parties Company Identity of related parties with which the Company has transacted. The company has taken advantage of the exemption available under FRS 102 section 33.21 not to disclose transactions with wholly owned subsidiaries which form part of the Group. During the year, the Company carried out transactions with both wholly owned and non-wholly owned subsidiaries in the normal course of business. The year end balances held with both wholly owned subsidiaries and non-wholly owned subsidiaries are noted below. The non-wholly owned subsidiaries are SFS Fire Services Limited, Facility Associates Recruitment Limited and Hall and Kay Holdings Limited. Mr A Kenny, a director of the Company, is also a director of Clifton Down Corporate Finance Limited. Clifton Down Corporate Finance Limited performed advisory services for the Company. The total amount paid to Clifton Down Corporate Finance Limited in the year was £120,000 (2014: £212,500).

Receivables outstanding

Wholly owned subsidiaries Other related parties

Creditors outstanding

2015

2014

2015

2014

£000

(23,847)

(21,041)

1,170

(23,847)

(21,041)

25. Cross guarantee The company has an unlimited composite guarantee over the borrowing facilities of Integral UK Holdings Limited and SFS Fire Services Limited.

26. Ultimate parent company and parent company of larger group The Company is a subsidiary undertaking of Woodbury Limited. The ultimate controlling party is Bryan Glastonbury. The largest Group in which the results of the Company and its Group are consolidated is that headed by Woodbury Limited, incorporated in the United Kingdom. No other Group financial statements include the results of the Company. The consolidated financial statements of Woodbury Limited are available to the public.

27. Subsequent events Subsequent to the balance sheet date, there have been no events to disclose.

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Integral UK Holdings Ltd

Annual Report & Accounts 2015

28. Accounting estimates and judgements The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Revenue recognition When margin on contracts are probable, an estimate is made of the expected financial impact of this margin. The estimate is based upon historical data for the performance of either individual customer contracts, or those in similar sectors or business type. The Group recognises a conservative policy for future costs of completing the contract, but realises there is some uncertainty.

WIP and debtor recoverability There is a level of uncertainty around the recoverability of work in progress and trade debtors and the Group uses a conservative provision approach to account for this uncertainty. The Group uses historical data and customer knowledge to estimate the amount of provision that is needed in the accounts, to ensure the uncertainty of recoverability is addressed.

Income taxes The determination of the group's provision for income tax as well as deferred tax assets and liabilities involves significant judgements and estimates on certain matters and transactions, for which the ultimate outcome may be uncertain. If the final outcome differs from the Group's estimates, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made.

Intangible assets Following initial recognition, intangible assets are carried at cost less accumulated amortization and impairment losses. Intangible assets with a finite life have no residual value and are amortized on a straight-line basis over their expected useful lives. Customer contracts comprise the fair value of the intangible asset based on the expected revenue and margin over the period of the contract.

29. Explanation of transition to FRS 102 from old UK GAAP As stated in note 1, these are the Group’s and Company’s first financial statements prepared in accordance with FRS 102. The accounting policies set out in note 1 have been applied in preparing the financial statements for the year ended 31 December 2015 and the comparative information presented in these financial statements for the year ended 31 December 2014.

Group In preparing its FRS 102 balance sheet, the Group has adjusted amounts reported previously in financial statements prepared in accordance with its old basis of accounting (UK GAAP). An explanation of how the transition from UK GAAP to FRS 102 has affected the Group’s financial position and financial performance is set out in the following tables and the notes that accompany the tables. Reconciliations provided shall, to the extent practicable, distinguish the correction of errors from changes in accounting policies.

Reconciliation of equity Group 1 January 2014

31 December 2014

UK GAAP

Effect of transition to FRS 102

FRS 102

UK GAAP

Effect of transition to FRS 102

FRS 102

Note

£000

490

120

610

21,425

20,111

(474)

19,637

Fixed assets Intangible assets Goodwill

21,425

Negative goodwill

(1,273)

536

622

20,688

21,223

(354)

20,869

496

544

Tangible fixed assets

Current assets Stocks Debtors (due with one year)

57,028

85,610

159

85,769

Cash at bank and in hand

3,825

9,886

138

10,024

61,349

96,040

297

96,337

(50,821)

(75,424)

(75,367)

10,582

20,136

354

20,520

(256)

(188)

41,395

Creditors: amounts due within one year Net current assets Creditors: amounts falling due after more than one year Provisions for liabilities Net assets

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31,014

Integral UK Holdings Ltd

Annual Report & Accounts 2015

1 January 2014

31 December 2014

UK GAAP

Effect of transition to FRS 102

FRS 102

UK GAAP

Effect of transition to FRS 102

FRS 102

£000

11,791

3,133

16,108

26,488

(23)

(22)

31,014

41,395

Note Capital and reserves Called up share capital Share premium account Capital redemption reserve Profit and loss account Minority Interests Shareholders’ equity

Notes to the reconciliation of equity a) The differences between the Old UK GAAP accounting policies and FRS 102 arise from the business acquired in the comparative period. As per FRS102.19.19, as the initial accounting for the business combination was incomplete, the provisional balances around net assets and purchase consideration disclosed in the prior year have been retrospectively adjusted by the company (as they have undertaken the exercise within 12 months of the acquisition date) to reflect the new information obtained. As part of the transition to FRS102, the company has also reconsidered its purchase price allocation, and determined that the balance between purchase consideration and net assets acquired reflects an intangible asset in relation to acquired contracts, and this has been reflected as such in the financial statements.

Reconciliation of profit for comparative There were no changes from transition on the profit recognised.

Company In preparing their FRS 102 balance sheet, there were no changes to the Company’s balance sheet.

the board & management team 60

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Integral UK Holdings Ltd

Annual Report & Accounts 2015

Holdings Board

Bryan Glastonbury

Tony Kenny

Bryan has over 40 years' experience in the Mechanincal and Electrical Building Services Industry, and a proven ability to challenge and think strategically. His objective is to ensure the business remains closely aligned with its customers, focusing on supporting them in the achievement of their business goals with integrity and professionalism at the heart of the business.

Appointed in April 2006, Tony is a Chartered Accountant and has 30 years of Corporate Finance experience. He provides independent advice and contributes to the development and profitable growth of the business to ensure the board as a whole functions effectively and meets its strategic objectives. Tony is also actively involved with all potential acquisitions.

Managing Director

Non-Executive Chairman

Mark Johns

Paul Salmons

Mark joined the business in 1975 as an HVAC Apprentice. He is a hands-on driver of operational excellence and continuous improvement ensuring the highest standards are achieved and maintained in line with our Quality Assurance and Health & Safety policies. Mark ensures that Key Performance Indicators are achieved or bettered.

Paul has been Finance Director since 2003. He heads up strategic financial planning, establishing a solid financial operating framework ensuring our processes and systems of risk management are robust and defensible. He ensures that the companyâ&#x20AC;&#x2122;s assets and resources deliver sustainable levels of profitability and growth. Paul also manages all Integralâ&#x20AC;&#x2122;s acquisitions.

Operations Director

Finance Director

Senior Management Team

Peter Barton

Andrew Dutton

National Sales

Critical Environments

Joe Chapman

Martin Forbes

National Projects

Antony Collett

Martin McCormack

Strategic Development

South East & London

Steve Collins

Andy Nichol

South West & Wales

North & Scotland

Allison Connick Health, Safety & Environment

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Simon Quillish Hall & Kay

Kevin Doughty

Chris Todd

Midlands & East Anglia

Commercial

Integral UK Holdings Ltd

Annual Report & Accounts 2015

Our one team approach is the means by which we fulfil our promise of delivering engineering excellence. This brings together the combined skills and expertise of our people and through our process of continuous improvement, driven by leading-edge technology, ensures we deliver cost-effective, sustainable solutions every time.

Integral UK Holdings Ltd 1290 Aztec West Almondsbury Bristol BS32 4SG

t: 01454 278 900 e: enquiries@integral.co.uk delivering engineering excellence w: www.integral.co.uk