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Registered number: 01307597









ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2024

 
ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED
 
 
COMPANY INFORMATION


DIRECTORS
S J Prior (resigned 1 March 2024) 
P J Prior (resigned 1 March 2024)
P J Brant 
N M Claydon (resigned 31 August 2024)
P Parfitt 
S W Maclennan 
R Beale 
M Mucklestone (appointed 1 March 2024) 
M Townsend (appointed 1 March 2024)
J Simpkins (appointed 1 September 2024)




REGISTERED NUMBER
01307597



REGISTERED OFFICE
High Edge Court
Church Street

Heage

Belper

DE56 2BW




INDEPENDENT AUDITORS
Peters Elworthy & Moore
Chartered Accountants & Statutory Auditors

Salisbury House

Station Road

Cambridge

CB1 2LA





 
ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED
 

CONTENTS



Page
Strategic Report
 
1 - 2
Directors' Report
 
3 - 6
Independent Auditors' Report
 
7 - 11
Profit and Loss Account
 
12
Balance Sheet
 
13
Statement of Changes in Equity
 
14
Notes to the Financial Statements
 
15 - 27

 
ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2024

INTRODUCTION
 
The directors present their Strategic Report for the year ended 31 January 2024.

BUSINESS REVIEW
 
We are pleased to report another excellent trading year, with profit before tax at £3.9m, just below the previous year £4.0m.
The Company considers its key performance indicators to be order intake, turnover, margin and staff levels. After a record year ended 31 January 2023, installation order intake reduced from £35.1m to £28.9m, which compares with £29.0m for year ended 31 January 2022. Trading turnover decreased from £49.9m to £47.7m which compares with £44.3m for year ended 31 January 2022. The Service and Maintenance part of the Company continued to grow from £14.0m turnover (2022) through £15.9m (2023) to £18.8m. Overall trading gross profit margin decreased from 20.6% to 19.9%, compared to 19.2% in 2022. Average staff levels increased from 227 to 243.
The Company does not trade outside of the United Kingdom so is not affected by overseas trade arrangements.
The Company continues its policy of investing in training in its bespoke City & Guilds accredited Training Centre in King’s Lynn to enhance the quality of front-line staff to meet the needs of a demanding customer base. The Training Centre provides courses for our engineering staff at all levels of experience.
The Company continues its policy of investing in vehicles, tools and IT equipment for employees in all parts of the business, from engineers working at client sites to office based staff at our 11 Branches, Head Office, CAD Office and Training Centre.
During the year the company’s Directors and the Directors of Overhall Investments Limited (formerly Adcock Group Holdings Limited) entered into discussions with Bowmer and Kirkland Limited, agreed Heads of Terms and went through a due diligence process which concluded in Overhall Investments Limited selling the entire share capital of the Company to Bowmer and Kirkland Limited on 1 March 2024. On that date Mark Townsend and Michelle Mucklestone were appointed as Directors, and Phillip and Sandra Prior resigned as Directors.
After 44 years with the Company, the last 10 as Managing Director, Nigel Claydon retired on 31 August 2024. On 1 September 2024 Paul Brant, after 39 years with the company, the last 10 as Deputy Managing Director, was promoted to Managing Director. On the same day, Jonpaul Simpkins was appointed Director.

Page 1

 
ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024

PRINCIPAL RISKS AND UNCERTAINTIES
 
Personnel risk
The Company seeks to attract and retain good quality staff through its processes for training, working conditions and total remuneration packages.
Health and safety risk
The Company takes its responsibilities for health and safety of its staff seriously and has a dedicated SHEQ Manager. The Company maintains appropriate standards by way of training and compliance with legal requirements. Adcock Refrigeration and Air Conditioning Limited is certified to ISO 9001, 14001, 27001 and 45001.
Liquidity risk
The Company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs. The Company had cash at bank and in hand of £3.1m at year end (2023: £3.0m).
Credit risk
The Company’s principal financial assets are cash and trade debtors, with the main risk arising from its trade debtors. In order to manage credit risk management run credit checks for new and existing customers, require stage payment from customers and request advance payment from customers where required.

COMPANY VALUES
 
Aspire - Seeking continuous improvement, aiming to deliver an outstanding client experience every day.
Dedicated - Delivering on our promises to both colleagues and customers because we are accountable and believe in our values.
Courteous - Treat colleagues and customers with respect and undertake all tasks with honesty, transparency and integrity.
Openness - Communicating honestly and as openly as possible while actively encouraging and listening to different opinions and perspectives.
Caring - Creating a healthy, safe and environmentally aware culture where we care for our colleagues, customers, communities and the environment.
Knowledgeable - As a team we will continue to strive to develop each other, our service and our business.
“We are a family business and have family values at our core; we respect one another and always treat others as we would like to be treated ourselves. We expect the highest moral and ethical standards from everyone involved with our business.”  John Adcock - Founder


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





M Mucklestone
Director

Date: 31 October 2024
Page 2

 
ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2024

The directors present their report and the financial statements for the year ended 31 January 2024.

PRINCIPAL ACTIVITY

The principal activity of the Company was installation, servicing and maintenance of air conditioning and refrigeration systems.

DIRECTORS

The directors who served during the year were:

S J Prior (resigned1 March 2024)
P J Prior (resigned 1 March 2024)
P J Brant 
N M Claydon (resigned 31 August 2024)
P Parfitt 
S W Maclennan 
R Beale 

RESULTS AND DIVIDENDS

The profit for the year, after taxation, amounted to £2,912,832 (2023 - £3,366,828).

The dividends declared during the year amounted to £1,800,000 (2023 - £2,800,000).

Page 3

 
ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024

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 may differ from legislation in other jurisdictions.

Page 4

 
ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024

ENVIRONMENTAL REPORTING

We are committed to energy efficiency across our business and seek to reduce greenhouse gas emissions where possible. Our energy usage occurs within the United Kingdom and is summarised below:
ole187f.png
Note: t/CO2e = tonnes of carbon dioxide equivalent
Our intensity ratio is tonnes of carbon dioxide equivalent emitted per million pounds of turnover. We have followed the March 2019 Government Environmental Reporting Guidelines when compiling these numbers. We report on an ‘operational control’ basis, meaning our data covers energy use from our own offices and vehicle fleet. We are certified to ISO 14001 and continue to improve our measurement and management processes for emissions and energy consumption. All new company cars are fully electric, with charging points installed at all Group owned trading premises. We have solar panels which generated 58 MWH of green electricity during the year, half of which is exported to the National Grid.

MATTERS COVERED IN THE STRATEGIC REPORT

Details of the Company’s financial risk management objectives and policies, including its use of financial instruments and the key risks to which it is exposed are included in the Strategic Report.

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 AND FUTURE DEVELOPMENTS

On 1 March 2024, the entire share capital of the Company was acquired by Bowmer and Kirkland Limited, who became the ultimate parent undertaking at that date.

Page 5

 
ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024

AUDITORS

Under section 487(2) of the Companies Act 2006Peters Elworthy & Moore will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

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




M Mucklestone
Director

Date: 31 October 2024

Page 6

 
ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED
 

OPINION


We have audited the financial statements of Adcock Refrigeration and Air Conditioning Limited (the 'Company') for the year ended 31 January 2024, which comprise the Profit and Loss Account, the Balance Sheet, 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 January 2024 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 7

 
ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ADCOCK REFRIGERATION AND AIR CONDITIONING 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 ReportOur 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.


RESPONSIBILITIES OF DIRECTORS
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the 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.


Page 8

 
ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED (CONTINUED)


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.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

The engagement partner ensured that the engagement team had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

We identified the laws and regulations applicable to the Company through discussions with the Directors and other management, and from our commercial knowledge and experience of the UK construction services and repairs and maintenance industry;

We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company including Financial Reporting Standard 102, the Companies Act 2006 and taxation legislation. We assessed the required compliance with these laws and regulations as part of our audit procedures on the related financial statement items;

We obtained an understanding of the Company's policies and procedures on compliance with laws and regulations, including documentation of any instances of non-compliance;

We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting correspondence available;

We considered the provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which might be fundamental to the Company’s ability to operate or to avoid material penalty; and

identified laws and regulations were communicated within the audit team and the team remained alert to instances of non-compliance throughout the audit.

We understood how the Company is complying with those legal and regulatory requirements by making enquiries of management and inspecting correspondence available; and

Identified laws and regulations were communicated within the audit team and the team remained alert to instances of non-compliance throughout the audit.
Page 9

 
ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED (CONTINUED)



We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of fraud through management bias and override of controls. In addressing this risk of fraud through management override of controls we:

Tested the appropriateness of journal entries to identify unusual transactions;

Designed procedures to identify unexpected and unusual journal entries and performed testing to confirm the validity of such postings;

Assessed whether judgements and assumptions made in determining the accounting estimates set out in the accounting policy, as disclosed in Note 3, were indicative of potential bias; and

Evaluated the business rationale of any significant transactions that were unusual or outside the normal course of business.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

Agreeing financial statement disclosures to underlying supporting documentation;

Enquiring of management as to actual and potential litigation and claims; and

Reading the minutes of meetings of those charged with governance.

There are inherent limitations in our audit procedures described above.  The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non compliance.  Auditing standards also limit the audit procedures required to identify non compliance with laws and regulations to enquiry of the Directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect from those that arise from error as they may involve deliberate concealment or collusion.


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 10

 
ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ADCOCK REFRIGERATION AND AIR CONDITIONING 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.






James Burrett (Senior Statutory Auditor)
  
for and on behalf of
Peters Elworthy & Moore
 
Chartered Accountants
Statutory Auditors
  
Salisbury House
Station Road
Cambridge
CB1 2LA

31 October 2024
Page 11

 
ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED
 
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 JANUARY 2024

2024
2023
Note
£
£

  

Turnover
 4 
47,705,467
49,921,440

Cost of sales
  
(38,218,993)
(39,649,893)

GROSS PROFIT
  
9,486,474
10,271,547

Administrative expenses
  
(5,696,270)
(6,259,408)

Other operating income
 5 
13,343
13,912

OPERATING PROFIT
 6 
3,803,547
4,026,051

Interest receivable and similar income
 10 
57,894
19,446

Interest payable and similar expenses
 11 
(2,601)
-

PROFIT BEFORE TAX
  
3,858,840
4,045,497

Tax on profit
 12 
(946,008)
(678,669)

PROFIT FOR THE FINANCIAL YEAR
  
2,912,832
3,366,828

The notes on pages 15 to 27 form part of these financial statements.

Page 12

 
ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED
REGISTERED NUMBER: 01307597

BALANCE SHEET
AS AT 31 JANUARY 2024

2024
2023
Note
£
£

FIXED ASSETS
  

Tangible assets
 14 
3,043,621
2,539,627

  
3,043,621
2,539,627

CURRENT ASSETS
  

Stocks
 15 
1,123,522
898,277

Debtors: amounts falling due within one year
 16 
7,864,013
8,623,774

Cash at bank and in hand
 17 
3,105,791
3,014,092

  
12,093,326
12,536,143

Creditors: amounts falling due within one year
 18 
(5,502,799)
(6,768,903)

NET CURRENT ASSETS
  
 
 
6,590,527
 
 
5,767,240

TOTAL ASSETS LESS CURRENT LIABILITIES
  
9,634,148
8,306,867

PROVISIONS FOR LIABILITIES
  

Deferred tax
 19 
(552,575)
(338,126)

NET ASSETS
  
9,081,573
7,968,741


CAPITAL AND RESERVES
  

Called up share capital 
 20 
100
100

Capital redemption reserve
 21 
-
420,203

Profit and loss account
 21 
9,081,473
7,548,438

  
9,081,573
7,968,741


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




M Mucklestone
Director

Date: 31 October 2024

The notes on pages 15 to 27 form part of these financial statements.

Page 13

 
ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2024


Called up share capital
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£


At 1 February 2022
100
420,203
6,981,610
7,401,913


Changes in equity

Profit for the year
-
-
3,366,828
3,366,828

Dividends: Equity capital
-
-
(2,800,000)
(2,800,000)



At 1 February 2023
100
420,203
7,548,438
7,968,741


Changes in equity

Profit for the year
-
-
2,912,832
2,912,832

Dividends: Equity capital
-
-
(1,800,000)
(1,800,000)

Transfer between reserves
-
(420,203)
420,203
-


AT 31 JANUARY 2024
100
-
9,081,473
9,081,573


The notes on pages 15 to 27 form part of these financial statements.

Page 14

 
ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

1.


GENERAL INFORMATION

Adcock Refrigeration and Air Conditioning Limited is a private Company limited by shares and registered in England and Wales. Its registered head office is located at High Edge Court, Church Street, Heage, Belper, DE56 2BW. Its principal place of business is located at Units K & L South Cambridgeshire Business Park, Babraham Road, Sawston, Cambridge, CB22 3JH.

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 the 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);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Overhall Investments Limited (previously known as Adcock Group Holdings Limited) as at 31 January 2024 and these financial statements may be obtained from UK Companies House.

 
2.3

GOING CONCERN

The directors have considered the financial position of the Company and believe it is well placed to manage its business risks successfully. The directors have considered the impact of the current turbulent socio-economic environment and completed a detailed forecast based on different scenarios. At the date of signature of these financial statements, they have a reasonable expectation that the Company has adequate resources to continue operating for a period of at least 12 months from the date of signing these accounts. Thus they continue to adopt the going concern basis of preparation for these financial statements.

Page 15

 
ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.ACCOUNTING POLICIES (CONTINUED)

 
2.4

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.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

INTEREST INCOME

Interest income is recognised in profit or loss using the effective interest method.

 
2.6

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.

Page 16

 
ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.ACCOUNTING POLICIES (CONTINUED)

 
2.7

PENSIONS

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 profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.8

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 balance sheet 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 balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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

Page 17

 
ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.ACCOUNTING POLICIES (CONTINUED)

 
2.9

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 both the straight-line method and reducing balance basis.

Depreciation is provided on the following basis:

Improvement to property
-
20%
on reducing balance
Plant and machinery
-
15%
on reducing balance
Motor vehicles
-
20%
on cost
Office equipment
-
20%
on cost
Computer equipment
-
20%
on cost

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.

 
2.10

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 weighted average basis. Work in progress and finished goods include labour and attributable overheads.

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

 
2.11

DEBTORS

Short-term debtors are measured at transaction price, less any impairment.

 
2.12

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.

 
2.13

CREDITORS

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

Page 18

 
ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.ACCOUNTING POLICIES (CONTINUED)

 
2.14

PROVISIONS FOR LIABILITIES

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.15

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.
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 Profit and Loss Account.

 
2.16

DIVIDENDS

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.



JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Estimates and judgements 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. 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 addressed below.
Amounts recoverable under contracts:
The company undertakes a number of long term contracts, the majority of which are undertaken on a fixed price basis. At the end of the reporting period, management make an assessment of the work carried out to date, based on actual costs incurred compared to estimated total costs. Profit is recognised in line with actual costs incurred.

Page 19

 
ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

4.


TURNOVER

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Installation
28,937,991
34,059,553

Service
12,826,405
10,381,744

Maintenance
5,941,071
5,480,143

47,705,467
49,921,440


All turnover arose within the United Kingdom.


5.


OTHER OPERATING INCOME

2024
2023
£
£

Other operating income
13,343
13,912



6.


OPERATING PROFIT

The operating profit is stated after charging:

2024
2023
£
£

Depreciation
999,830
876,508

Profit/(loss) on disposal of fixed assets
236,902
(87,568)

Operating lease rentals: Land and buildings
544,980
574,276


7.


AUDITORS' REMUNERATION

During the year, the Company obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
28,100
26,000

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

Page 20

 
ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

8.


EMPLOYEES

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


2024
2023
£
£

Wages and salaries
12,701,846
11,687,276

Social security costs
1,428,622
1,317,281

Other pension costs
928,977
759,365

15,059,445
13,763,922


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


        2024
        2023
            No.
            No.







Management
9
9



Technical
234
218

243
227


9.


DIRECTORS' REMUNERATION

2024
2023
£
£

Directors' emoluments
1,564,829
1,538,461

Company contributions to defined contribution pension schemes
99,426
69,794

1,664,255
1,608,255


During the year retirement benefits were accruing to 5 directors (2023 - 5) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £578,711 (2023 - £534,815).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £10,000 (2023 - £4,000).



Page 21

 
ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

10.


INTEREST RECEIVABLE

2024
2023
£
£


Other interest receivable
57,894
19,446


11.


INTEREST PAYABLE AND SIMILAR EXPENSES

2024
2023
£
£


Corporation Tax interest
2,601
-


12.


TAXATION


2024
2023
£
£

CORPORATION TAX


Current tax on profits for the year
731,559
494,580


731,559
494,580


Group taxation relief
-
16,988


TOTAL CURRENT TAX
731,559
511,568

DEFERRED TAX


Origination and reversal of timing differences
214,449
167,101

TOTAL DEFERRED TAX
214,449
167,101


TAXATION ON PROFIT ON ORDINARY ACTIVITIES
946,008
678,669
Page 22

 
ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
 
12.TAXATION (CONTINUED)


FACTORS AFFECTING TAX CHARGE FOR THE YEAR

The tax assessed for the year is higher than (2023 - lower than) the standard rate of corporation tax in the UK of 24.03% (2023 - 19.00%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
3,858,840
4,045,497


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 24.03% (2023 - 19.00%)
927,279
768,644

EFFECTS OF:


Expenses not deductible for tax purposes
6,658
5,158

Fixed asset differences
3,751
(26,162)

Remeasurement of deferred tax changes in tax rates
8,320
40,104

Adjustment in research and development tax credit leading to a decrease in the tax charge
-
(109,075)

Group relief
-
16,988

Payment/(receipt) for group relief
-
(16,988)

TOTAL TAX CHARGE FOR THE YEAR
946,008
678,669


FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

The closing deferred tax position has been calculated at 25.00% (2023 - 25.00%) in accordance with the rates enacted at the year end. In the UK Budget Statement on 3 March 2021, the Chancellor annouced the intention for Corporation Tax to rise to a headline rate of 25.00% from 1 April 2023, which was subsequently enacted into law when the Finance Act 2021 was given Royal Assent on 10 June 2021.


13.


DIVIDENDS

2024
2023
£
£


Dividend paid
1,800,000
2,800,000

Page 23

 
ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

14.


TANGIBLE FIXED ASSETS





Plant and machinery
Motor vehicles
Office equipment
Computer equipment
Other fixed assets
Total

£
£
£
£
£
£



COST OR VALUATION


At 1 February 2023
27,840
5,082,454
51,797
525,952
1,154,074
6,842,117


Additions
7,500
1,553,042
925
1,759
8,072
1,571,298


Disposals
-
(950,244)
-
-
(72,089)
(1,022,333)



At 31 January 2024

35,340
5,685,252
52,722
527,711
1,090,057
7,391,082



DEPRECIATION


At 1 February 2023
19,457
2,969,925
40,921
465,971
806,216
4,302,490


Charge for the year on owned assets
1,258
901,090
2,291
30,260
64,931
999,830


Disposals
-
(885,667)
-
-
(69,192)
(954,859)



At 31 January 2024

20,715
2,985,348
43,212
496,231
801,955
4,347,461



NET BOOK VALUE



At 31 January 2024
14,625
2,699,904
9,510
31,480
288,102
3,043,621



At 31 January 2023
8,383
2,112,529
10,876
59,981
347,858
2,539,627


15.


STOCKS

2024
2023
£
£

Work in progress
885,723
696,197

Parts and consumables for resale
237,799
202,080

1,123,522
898,277


Stock recognised in cost of sales during the year as an expense was £24,059,754 (2023 - £28,101,745).
Included with the above is a stock provision for £25,551 (2023 - £21,425).
 

Page 24

 
ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

16.


DEBTORS

2024
2023
£
£


Trade debtors
6,634,766
7,408,981

Amounts owed by group undertakings
501
-

Other debtors
20,686
17,030

Prepayments and accrued income
388,075
323,528

Amounts recoverable on long term contracts
819,985
874,235

7,864,013
8,623,774


The amounts owed by group undertakings are unsecured, interest free and repayable on demand.


17.


CASH AND CASH EQUIVALENTS

2024
2023
£
£

Cash at bank and in hand
3,105,791
3,014,092



18.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024
2023
£
£

Payments received on account
624,835
697,065

Trade creditors
1,988,654
2,971,560

Amounts owed to group undertakings
-
72,460

Corporation tax
401,559
336,405

Other taxation and social security
1,030,027
1,203,037

Other creditors
1,457,724
1,488,376

5,502,799
6,768,903


The amounts owed to group undertakings are unsecured, interest free and repayable on demand.

Page 25

 
ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

19.


DEFERRED TAXATION




2024
2023


£

£






At beginning of year
(338,126)
(171,025)


Charged to profit or loss
(214,449)
(167,101)



AT END OF YEAR
(552,575)
(338,126)

The provision for deferred taxation is made up as follows:

2024
2023
£
£


Accelerated capital allowances
(552,575)
(338,126)

(552,575)
(338,126)


20.


SHARE CAPITAL

2024
2023
£
£
ALLOTTED, CALLED UP AND FULLY PAID



50 (2023 - 50) Ordinary shares of £1.00 each
50
50
50 (2023 - 50) Restricted shares of £1.00 each
50
50

100

100

Share capital is the sum of the nominal value of the allotted ordinary and restricted shares.



21.


RESERVES

Capital redemption reserve

Represents the nominal value of shares repurchased and cancelled by the Company.

Profit and loss account

Includes all current and prior period retained profit and losses.

Page 26

 
ADCOCK REFRIGERATION AND AIR CONDITIONING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

22.


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 £928,977 (2023 - £759,365). Contributions totalling £114,853 (2023 - £104,363) were payable to the fund at the reporting date and are included in creditors.


23.


COMMITMENTS UNDER OPERATING LEASES

At 31 January 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
544,980
544,980

Later than 1 year and not later than 5 years
2,179,920
2,179,920

Later than 5 years
3,749,462
4,294,442

6,474,362
7,019,342


24.


RELATED PARTY TRANSACTIONS

The company has taken advantage of the exemptions contained within FRS 102 paragraph 33.1A not to disclose transactions with Group undertakings where 100% of the voting rights are controlled within the Group and consolidated financial statements are publicly available.


25.


POST BALANCE SHEET EVENTS

On 1 March 2024, the entire share capital of the Company was acquired by Bowmer and Kirkland Limited, who became the ultimate parent undertaking at that date.


26.


CONTROLLING PARTY

At the year end the immediate and ultimate parent undertaking was Overhall Investments Limited (formerly known as Adcock Group Holdings Limited), a company incorporated in England and Wales, which holds 100% of the Company's issued share capital. The consolidated financial statements of Overhall Investments Limited are available from UK Companies House.
At the year end the ultimate controlling party is the John Adcock Will Trust and the Beryl Adcock Will Trust. The Trustees of both Trusts are Phillip Prior, Sandra Prior and Paul Chubbock.
On 1 March 2024, the entire share capital of the Company was acquired by Bowmer and Kirkland Limited, who became the ultimate parent undertaking of the Company at that date. 

Page 27