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Registered number: 00675981










FABDEC LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
FABDEC LIMITED
 
 
COMPANY INFORMATION


Directors
C Powell 
G Haddad 
G Egar 




Company secretary
G Egar



Registered number
00675981



Registered office
Grange Road
Ellesmere

Shropshire

SY12 9DG




Independent auditors
WR Partners
Chartered Accountants & Statutory Auditors

Belmont House

Shrewsbury Business Park

Shrewsbury

Shropshire

SY2 6LG





 
FABDEC LIMITED
 

CONTENTS



Page
Strategic Report
 
1
Directors' Report
 
2 - 3
Independent Auditors' Report
 
4 - 7
Statement of Comprehensive Income
 
8
Statement of Financial Position
 
9 - 10
Statement of Changes in Equity
 
11
Notes to the Financial Statements
 
12 - 34


 
FABDEC LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Business review
 
The Company’s financial performance in the accounts show sales of £14.5m (2022: £14.9m), and a Profit before tax of £392k (2022: £331k). 
The business strategy is to trade in several markets and Fabdec now serves a diverse and international customer base operating in the dairy, brewery, process and construction industries.
The Directors have a strong commitment to investing in people, products and equipment to deliver sustained improvement.
The outlook for 2024 is very encouraging. 

Principal risks and uncertainties
 
Fabdec manages and counters its risks and uncertainties:  
• by trading in many countries worldwide;
• through a robust program of developing and introducing new products; 
• focusing on product margins; and 
• through maintaining strong business controls. 

Financial key performance indicators
 
The Directors pay particular attention to its KPIs and continue to monitor costs and margins to maximise profits and cash.


This report was approved by the board and signed on its behalf.





G Egar
Director

Date: 3 April 2024

Page 1

 
FABDEC LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors' responsibilities statement

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 the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.

Results and dividends

The profit for the year, after taxation, amounted to £258,986 (2022 - £363,957).

The Company paid a dividend of £NIL (2022: £NIL) to Fabdec Holdings Limited. 

Directors

The directors who served during the year were:

C Powell 
G Haddad 
G Egar 

Future developments

There are no significant expected developments in the Company's business. 

Page 2

 
FABDEC LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


Research and development activities

The Company remains committed to research and development activities. 

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

The auditorsWR Partnerswill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





G Egar
Director

Date: 3 April 2024

Page 3

 
FABDEC LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FABDEC LIMITED
 

Opinion


We have audited the financial statements of Fabdec Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 4

 
FABDEC LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FABDEC LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and  our Auditors' Report thereon.  The directors are responsible for the other information contained within the Annual Report.  Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.  If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves.  If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


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; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Page 5

 
FABDEC LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FABDEC LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The audit team obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are those that relate to the reporting framework (FRS102 and the Companies Act 2006), the relevant tax compliance regulations, employment law, Health and Safety Regulations and the EU General Data Protection Regulation (GDPR).
We understood how the Company is complying with these frameworks by making enquiries of management and those responsible for legal and compliance procedures. We also reviewed board minutes to identify any recorded instances of irregularity or non compliance that might have a material impact on the financial statements.
We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur by meeting with key management to understand where they considered there was susceptibility to fraud. Based on our understanding our procedures involved enquiries of management and those charged with governance, manual journal entry testing, cashbook reviews for large and unusual items and the challenge of significant accounting estimates used in preparing the financial statements.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Page 6

 
FABDEC LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FABDEC LIMITED (CONTINUED)


Use of our report
 

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 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Andrew Malpass BA FCA (Senior Statutory Auditor)
  
for and on behalf of
WR Partners
 
Chartered Accountants
Statutory Auditors
  
Belmont House
Shrewsbury Business Park
Shrewsbury
Shropshire
SY2 6LG

 
Date: 
3 April 2024
Page 7

 
FABDEC LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
14,522,332
14,890,727

Cost of sales
  
(10,379,979)
(10,851,605)

Gross profit
  
4,142,353
4,039,122

Distribution costs
  
(987,195)
(988,223)

Administrative expenses
  
(2,515,573)
(2,543,166)

Operating profit
 5 
639,585
507,733

Interest payable and similar expenses
 8 
(170,058)
(128,363)

Other finance costs
  
(78,000)
(48,000)

Profit before tax
  
391,527
331,370

Tax on profit
  
(132,541)
32,587

Profit for the financial year
  
258,986
363,957

Other comprehensive income for the year
  

Actuarial gains on defined benefit pension scheme
  
(221,000)
889,000

Movement of deferred tax relating to pension deficit
  
55,250
(273,069)

Other comprehensive income for the year
  
(165,750)
615,931

  

Total comprehensive income for the year
  
93,236
979,888

There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of comprehensive income.

The notes on pages 12 to 34 form part of these financial statements.

Page 8

 
FABDEC LIMITED
REGISTERED NUMBER: 00675981

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 11 
544,731
639,972

Tangible assets
 12 
1,534,178
1,487,859

Investments
 13 
255,900
255,900

  
2,334,809
2,383,731

Current assets
  

Stocks
 14 
2,704,649
3,253,706

Debtors: amounts falling due after more than one year
 15 
1,713,735
1,816,110

Debtors: amounts falling due within one year
 15 
2,666,976
3,392,086

Cash at bank and in hand
 16 
515,052
260,809

  
7,600,412
8,722,711

Creditors: amounts falling due within one year
 17 
(3,951,245)
(4,895,110)

Net current assets
  
 
 
3,649,167
 
 
3,827,601

Total assets less current liabilities
  
5,983,976
6,211,332

Creditors: amounts falling due after more than one year
 18 
(554,858)
(857,211)

Provisions for liabilities
  

Deferred tax
 21 
(295,841)
(326,080)

Other provisions
 22 
(132,560)
(132,560)

  
 
 
(428,401)
 
 
(458,640)

Pension liability
 27 
(1,053,000)
(1,041,000)

Net assets
  
3,947,717
3,854,481

Page 9

 
FABDEC LIMITED
REGISTERED NUMBER: 00675981
    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Capital and reserves
  

Called up share capital 
 23 
1,340,000
1,340,000

Share premium account
 24 
300,000
300,000

Other reserves
 24 
150,000
150,000

Profit and loss account
 24 
2,157,717
2,064,481

  
3,947,717
3,854,481


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 3 April 2024.




G Egar
Director

The notes on pages 12 to 34 form part of these financial statements.

Page 10

 
FABDEC LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£


At 1 January 2022
1,340,000
300,000
150,000
1,084,593
2,874,593


Comprehensive income for the year

Profit for the year

-
-
-
363,957
363,957

Actuarial gains on pension scheme
-
-
-
615,931
615,931


Other comprehensive income for the year
-
-
-
615,931
615,931


Total comprehensive income for the year
-
-
-
979,888
979,888


Total transactions with owners
-
-
-
-
-



At 1 January 2023
1,340,000
300,000
150,000
2,064,481
3,854,481


Comprehensive income for the year

Profit for the year

-
-
-
258,986
258,986

Actuarial losses on pension scheme
-
-
-
(165,750)
(165,750)


Other comprehensive income for the year
-
-
-
(165,750)
(165,750)


Total comprehensive income for the year
-
-
-
93,236
93,236


Total transactions with owners
-
-
-
-
-


At 31 December 2023
1,340,000
300,000
150,000
2,157,717
3,947,717


The notes on pages 12 to 34 form part of these financial statements.

Page 11

 
FABDEC LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

The Company is a limited liability company which is incorporated in the UK. Please refer to the Company information page for details of its registered office. The principal activities of the business is the development of stainless steel heat transfer products and dairy management systems.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

  
2.2

Financial reporting standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); and
the requirements of Section 33 Related party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Fabdec Holdings Limited as at 31 December 2023 and these financial statements may be obtained from the address noted on the Company Information page in this set of accounts.

 
2.3

Going concern

The Company's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Company should be able to operate within the level of its current facilities.
After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing its financial statements.

Page 12

 
FABDEC LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Page 13

 
FABDEC LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.8

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.

 
2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.10

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 14

 
FABDEC LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Pensions

Defined benefit pension plan

The Company operates a defined benefit plan for certain employees. A defined benefit plan defines the pension benefit that the employee will receive on retirement, usually dependent upon several factors including but not limited to age, length of service and remuneration. A defined benefit plan is a pension plan that is not a defined contribution plan.

The liability recognised in the Statement of Financial Position in respect of the defined benefit plan is the present value of the defined benefit obligation at the end of the reporting date less the fair value of plan assets at the reporting date (if any) out of which the obligations are to be settled.

The defined benefit obligation is calculated using the projected unit credit method. Annually the company engages independent actuaries to calculate the obligation. The present value is determined by discounting the estimated future payments using market yields on high quality corporate bonds that are denominated in sterling and that have terms approximating to the estimated period of the future payments ('discount rate').

The fair value of plan assets is measured in accordance with the FRS 102 fair value hierarchy and in accordance with the Company's policy for similarly held assets. This includes the use of appropriate valuation techniques.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income. These amounts together with the return on plan assets, less amounts included in net interest, are disclosed as 'Remeasurement of net defined benefit liability'.

The cost of the defined benefit plan, recognised in profit or loss as employee costs, except where included in the cost of an asset, comprises:

a) the increase in net pension benefit liability arising from employee service during the period; and

b) the cost of plan introductions, benefit changes, curtailments and settlements.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is recognised in profit or loss as a 'finance expense'.

Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in the Statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

Page 15

 
FABDEC LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.12

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.13

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Page 16

 
FABDEC LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.14

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property
-
5-6.67%
Plant and machinery
-
5-33.3%
Motor vehicles
-
33%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.16

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Page 17

 
FABDEC LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.17

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.18

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.19

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.20

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

Page 18

 
FABDEC LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.21

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. In the opinion of the directors 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 in respect of the defined benefit pension liability. At the Balance Sheet date, the carrying value of the defined benefit pension scheme liability was £1,053,000.   

Page 19

 
FABDEC LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

The directors consider it to be seriously prejudicial to the interests of the Company to disclose information regarding turnover.      


5.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Depreciation of tangible fixed assets
247,486
238,495

Amortisation of intangible assets
95,241
96,756

Fees payable to the Company's auditor and it's associates for the audit of the Company's annual accounts
18,300
16,550

Exchange differences
(95)
1,236

Defined contribution pension cost
64,048
96,756


6.


Employees

Staff costs, including directors' remuneration, were as follows:


2023
2022
£
£

Wages and salaries
3,684,563
3,816,740

Social security costs
299,036
304,178

Cost of defined benefit scheme
84,305
141,394

4,067,904
4,262,312


The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Production staff
78
75



Administrative staff
34
34



Sales staff
7
7

119
116

Page 20

 
FABDEC LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
304,485
297,835

304,485
297,835


The highest paid director received remuneration of £132,994 (2022 - £136,714).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2022 - £NIL).

The value of the Company's contributions paid to a defined benefit pension scheme in respect of the highest paid director amounted to £NIL (2022 - £NIL).

During the year NIL directors received shares under the long-term incentive schemes (2022 -NIL)


8.


Interest payable and similar expenses

2023
2022
£
£


Other loan interest payable
98,544
61,563

Finance leases and hire purchase contracts
71,514
66,800

170,058
128,363


9.


Other finance costs

2023
2022
£
£

Net interest on net defined benefit liability
78,000
48,000

78,000
48,000


Page 21

 
FABDEC LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Taxation


2023
2022
£
£



Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
132,541
(32,587)

Total deferred tax
132,541
(32,587)


Taxation on profit/(loss) on ordinary activities
132,541
(32,587)

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - lower than) the standard rate of corporation tax in the UK of 23.5% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
391,527
331,370


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
92,009
62,960

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
22,382
378

Profit on disposal of fixed assets
-
(1,938)

Timing differences net of movement in tax rates
25,967
(93,744)

Changes in provisions leading to an increase (decrease) in the tax charge
(7,817)
(243)

Total tax charge for the year
132,541
(32,587)

Page 22

 
FABDEC LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Intangible assets




Patents
Dairy development costs
Brewery development costs
Total

£
£
£
£



Cost


At 1 January 2023
150,001
259,842
544,980
954,823



At 31 December 2023
150,001
259,842
544,980
954,823



Amortisation


At 1 January 2023
97,500
150,906
66,445
314,851


Charge for the year on owned assets
15,000
25,744
54,497
95,241



At 31 December 2023

112,500
176,650
120,942
410,092



Net book value



At 31 December 2023
37,501
83,192
424,038
544,731



At 31 December 2022
52,501
108,936
478,535
639,972

The above intangibles include development costs relating to Dairy and also Brewery development. These have been split out as they relate to different areas of the business.



Page 23

 
FABDEC LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Tangible fixed assets





Freehold property
Plant and machinery
Motor vehicles
Total

£
£
£
£



Cost or valuation


At 1 January 2023
454,848
4,684,385
121,963
5,261,196


Additions
5,383
288,422
-
293,805



At 31 December 2023
460,231
4,972,807
121,963
5,555,001



Depreciation



At 1 January 2023
204,680
3,514,978
53,679
3,773,337


Charge for the year on owned assets
8,606
175,219
6,923
190,748


Charge for the year on financed assets
13,494
19,549
23,695
56,738



At 31 December 2023
226,780
3,709,746
84,297
4,020,823



Net book value




At 31 December 2023
233,451
1,263,061
37,666
1,534,178



At 31 December 2022
250,168
1,169,407
68,284
1,487,859

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2023
2022
£
£



Land and buildings
209,155
222,649

Plant and machinery
107,284
281,612

Motor vehicles
36,115
66,733

352,554
570,994

Page 24

 
FABDEC LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
255,900



At 31 December 2023
255,900





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Fabdec GmBH
Gerhardstraße 5, 45892 Gelsenkirchen, Germany
Ordinary
100%

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)

Fabdec GmBH
419,813
17,532


14.


Stocks

2023
2022
£
£

Raw materials and consumables
1,277,816
1,391,583

Work in progress
20,622
426,832

Finished goods and goods for resale
1,406,211
1,435,291

2,704,649
3,253,706


Stocks are stated net of a provision for slow moving and obsolete stock of £243,626 (2022: £257,232).
Stock stated in cost of sales as an expense in the year total £7,339,822 (2022: £7,364,668). 

Page 25

 
FABDEC LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Debtors

2023
2022
£
£

Due after more than one year

Amounts owed by group undertakings
1,238,831
1,233,676

Deferred tax asset
474,904
582,434

1,713,735
1,816,110


Amounts owed by group undertakings do not accrue interest and are repayable on demand. 

2023
2022
£
£

Due within one year

Trade debtors
2,458,946
2,935,730

Other debtors
5,779
102,097

Prepayments and accrued income
202,251
354,259

2,666,976
3,392,086


Amounts owed by group undertakings do not accrue interest and are repayable on demand. 


16.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
515,052
260,809

515,052
260,809


Page 26

 
FABDEC LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Creditors: Amounts falling due within one year

2023
2022
£
£

Bank loans
247,560
256,300

Other loans
839,162
975,679

Trade creditors
1,741,865
2,645,327

Amounts owed to group undertakings
406,084
414,447

Other taxation and social security
305,032
85,934

Obligations under finance lease and hire purchase contracts
94,962
104,761

Other creditors
15
38,439

Accruals and deferred income
316,565
374,223

3,951,245
4,895,110



18.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Bank loans
406,302
638,416

Net obligations under finance leases and hire purchase contracts
148,556
218,795

554,858
857,211


Bank loans are secured against a fixed and floating charge covering all the property or undertaking of the company. 
Other loans are secured against a fixed and floating charge over the undertaking and all property and assets of the company. 
Obligations under finance lease and hire purchase contracts are secured against the asset to which the finance relates.

Page 27

 
FABDEC LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Loans


Analysis of the maturity of loans is given below:


2023
2022
£
£

Amounts falling due within one year

Bank loans
247,560
256,300

Other loans
839,162
975,679


1,086,722
1,231,979

Amounts falling due 1-2 years

Bank loans
176,830
250,970


176,830
250,970

Amounts falling due 2-5 years

Bank loans
218,299
307,179


218,299
307,179

Amounts falling due after more than 5 years

Bank loans
11,173
80,267

11,173
80,267

1,493,024
1,870,395


The loan is repayable in monthly installments over a ten year period with an interest rate of 2.9% above LIBOR. The repayments started for the loan in April 2019. 
Other loans are secured on the book debts of the company.


20.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

2023
2022
£
£


Within one year
94,962
104,761

Between 1-5 years
148,556
218,795

243,518
323,556

Page 28

 
FABDEC LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Deferred taxation




2023


£




Balance B/Fwd


At beginning of year
256,354


Charged to the profit or loss
(77,291)



At end of year
179,063

The deferred tax balance is made up as follows:

2023
2022
£
£


Accelerated capital allowances
(295,841)
(326,080)

Tax losses carried forward
207,099
317,629

FRS102 pension deficit
267,805
264,805

179,063
256,354

Comprising:

Asset - due after one year
474,904
582,434

Liability
(295,841)
(326,080)

179,063
256,354



22.


Provisions




Warranty Provision

£





At 1 January 2023
132,560



At 31 December 2023
132,560

Page 29

 
FABDEC LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

23.


Share Capital

2023
2022
£
£
Allotted, called up and fully paid



1,340,000 (2022 - 1,340,000) Ordinary Shares shares of £1.00 each
1,340,000
1,340,000



24.


Reserves

Share premium account

The share premium reserve represents the difference between the par value of the Company's shares and the amount that the Company actually received for newly issued shares.

Other reserves

Other reserves relates to unrealised gains in relation to the patent capitalised previously.

Profit and loss account

The profit and loss account reserve represents the cumulative profits and losses made by the Company since incorporation after any dividends paid.


25.


Contingent assets

During February 2021 a debtor, Gomel Agro Complect, has been demanded by the High Court to pay Fabdec Limited £1,455,217. This amount relates to royalty income, the timing of receipt is uncertain.


26.


Capital commitments


At 31 December 2023 the Company had capital commitments as follows:

2023
2022
£
£


Contracted for but not provided in these financial statements
51,408
-

51,408
-

Page 30

 
FABDEC LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023


27.


Pension commitments

The Company operates a Defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £254,000 (2022: £250,000).

The Company operates a Defined Benefit Pension Scheme.

Fabdec Limited operates a final salary defined benefit pension plan in the UK, the Fabdec Limited Pension Fund. The latest actuarial valuation of the scheme was carried out as at the 31 May 2018, which was by a qualified independent actuary. The scheme is now closed to new members.



Reconciliation of present value of plan liabilities:


2023
2022
£
£

Reconciliation of present value of plan liabilities


At the beginning of the year
7,500,000
9,500,000

Interest cost
363,000
225,000

Actuarial gains/losses
42,000
(2,004,000)

Benefits paid
(205,000)
(221,000)

At the end of the year
7,700,000
7,500,000



Reconciliation of present value of plan assets:


2023
2022
£
£


At the beginning of the year
6,459,000
7,368,000

Expected return on plan assets
318,000
177,000

Actuarial gains/losses
(179,000)
(1,115,000)

Contributions
254,000
250,000

Benefits paid
(205,000)
(221,000)

At the end of the year
6,647,000
6,459,000

Page 31

 
FABDEC LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
27.Pension commitments (continued)


Composition of plan assets:


2023
2022
£
£


Bonds
5,160,000
5,063,000

Cash
58,000
36,000

Diversified Growth Fund
1,429,000
1,360,000

Total plan assets
6,647,000
6,459,000

2023
2022
£
£


Fair value of plan assets
6,647,000
6,459,000

Present value of plan liabilities
(7,700,000)
(7,500,000)

Net pension scheme liability
(1,053,000)
(1,041,000)


 
The amounts recognised in profit or loss are as follows:

2023
2022
£
£


Interest on obligation
(78,000)
(48,000)

Total
(78,000)
(48,000)




Page 32

 
FABDEC LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
27.Pension commitments (continued)







Principal actuarial assumptions at the reporting date (expressed as weighted averages):

2023
2022
%
%
Discount rate


4.7

4.9
 
Inflation assumption


3.05

3.20
 
Mortality rates



 
- for a male aged 65 now


21

22
 
- at 65 for a male aged 45 now


23

23
 
- for a female aged 65 now


24

24
 
- at 65 for a female member aged 45 now


25

26
 



Amounts for the current and previous four periods are as follows:


Defined benefit pension schemes

Defined benefit obligation

(7,700,000)

(7,500,000)

(9,500,000)
 
(9,600,000)
 
(8,600,000)

Unrecognised past service cost

6,647,000

6,459,000

7,368,000
 
6,795,000
 
6,703,000

Deficit
(1,053,000)

(1,041,000)

(2,132,000)
 
(2,805,000)
 
(1,897,000)




Page 33

 
FABDEC LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023


28.


Commitments under operating leases

At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
197,344
196,300

Later than 1 year and not later than 5 years
6,283
9,450

203,627
205,750


29.


Related party transactions

As the Company is a wholly owned subsidiary of Fabdec Holdings Limited, the Company has taken advantage of the exemption contained in FRS102 and has therefore not disclosed transactions or balances with entities which form part of the group. The financial statements of Fabdec Holdings Limited, the ultimate parent Company of the group, can be obtained from Companies House. 


30.


Controlling party

The Company is a wholly owned subsidiary of Fabdec Holdings Limited, a Company incorporated in England and Wales.
Fabdec Holdings Limited prepares consolidated financial statements for the group (of which Fabdec Limited is a member). The consolidated group accounts are available from Companies House.

 
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