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REGISTERED NUMBER: 12745146 (England and Wales)















Contechs Group Limited

Group Strategic Report,

Directors' Report and

Consolidated Financial Statements

for the Year Ended 31 December 2023






Contechs Group Limited (Registered number: 12745146)

Contents of the Consolidated Financial Statements
for the year ended 31 December 2023










Page

Company Information 1

Group Strategic Report 2

Directors' Report 4

Independent Auditors' Report 6

Consolidated Income Statement 9

Consolidated Other Comprehensive Income 10

Consolidated Balance Sheet 11

Company Balance Sheet 12

Consolidated Statement of Changes in Equity 13

Company Statement of Changes in Equity 14

Consolidated Cash Flow Statement 15

Notes to the Consolidated Cash Flow Statement 16

Notes to the Consolidated Financial Statements 17


Contechs Group Limited

Company Information
for the year ended 31 December 2023







Directors: I K Brookes
P R Jarvis





Registered office: 2 Sable Court
Southfields Business Park
Basildon
Essex
SS15 6SR





Registered number: 12745146 (England and Wales)





Auditors: Cooper Parry Group Limited
Statutory Auditor
New Derwent House
69-73 Theobalds Road
London
WC1X 8TA

Contechs Group Limited (Registered number: 12745146)

Group Strategic Report
for the year ended 31 December 2023


The directors present their Strategic Report of Contechs Group Limited ("the Parent Company") and its subsidiaries ("the Group") for the period ended 31 December 2023.

The Group operates almost entirely in the automotive industry with clients in the UK and throughout Europe and the rest of the world.

The principal activity of the Parent Company and its subsidiaries during the period was that of an engineering design consultancy and the manufacture of soft trim components for use in production vehicle interiors.

Review of business
In 2023, the Group's turnover increased by 17.4% to £59,117,719 predominantly through an expansion of design and engineering consultancy services with existing clients. The Group's organic growth was also supported by new contracts with electric vehicle clients.

The gross margin in 2023 is 19.7% compared to 20.3% in 2022. This is a consequence of significant growth in lower margin contracts and inflationary pressure on labour costs.

The overall financial position at the end of 2023 remained strong with net assets of £5,802,685.

Principal risks and uncertainties
The primary risk to Contechs is volatility of the global motor industry as new technologies emerge. In mitigation, the management have pursued a strategy to widen the customer base to spread that risk.

There is further uncertainty around legislation for Internal Combustion Engine vehicles and the rate of adoption of Electric & Hydrogen alternatives.

Credit Risk
The Group’s maximum exposure to credit risk in relation to financial assets is represented by bank balances and cash, trade and other receivables. The Group manages the exposure by taking credit insurance, where available.

Liquidity Risk
The Group’s policy on liquidity risk is to ensure that sufficient cash is available to fund ongoing operations. The Group’s borrowings facilities are principally provided by bank overdrafts and an invoice discounting facility. These are regularly reviewed to ensure that the available facilities exceed forecast gross debt levels.

Foreign Currency Risk
The Group’s principal foreign currency exposures arise from trade with overseas companies. The Group does not hedge their foreign currency risk but manages its exposure by using foreign currency accounts.

Interest Rate Risk
The Group has some exposure to interest rate risk on its bank overdrafts and invoice discounting which are subject to variable rates of interest linked to bank rates. The facilities are kept under regular review.

Section 172(1) statement
The directors of the Parent Company and the Group, as those of all UK companies, must act in accordance with a set of general duties which are detailed in section 172 of the Companies Act 2006. The following paragraphs below summarise how the board of directors, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Parent Company and the Group for the benefit of its shareholders as a whole and in doing so have regard (amongst other matters) to:

- risk management - consideration of risks is an integral part of our operations which includes providing services to our clients in the often highly regulated environment. See below for details of our principal risks and uncertainties.
- interests of our employees - being committed to being a responsible business in which our behaviour is aligned with the expectations of our people, clients, investors and society as whole.
- fostering business relationships - our strategy is to prioritise organic growth driven by providing services to both; other Group entities and our clients.
- impact of the Parent Company's and the Group's operations on the community and environment - our approach is to create a positive approach to the clients and communities in which we interact with.
- maintaining a reputation for high standards of business conduct - consideration of risks is an integral part of how the Parent Company and the Group operates on a daily basis which are reviewed and issued at Group level under its Corporate Governance policies including whistleblowing.


Contechs Group Limited (Registered number: 12745146)

Group Strategic Report
for the year ended 31 December 2023

Key Performance Indicators (KPIs)
The Group monitors its performance against strategic objectives by means of key performance indicators. The primary KPI’s used are sales, gross profit, operating profit and net assets.

The KPI's for 2023 are:

2023 2022
Turnover (£) 59,117,719 50,357,699
Gross profit margin (%) 19.7% 20.3%
Operating profit (£) 1,671,215 2,783,492
Net assets (£) 5,802,685 6,912,527

Directors statement of compliance with duty to promote the success of the Group
The Board records in minutes to board meetings detailed discussions on the strategic planning undertaken by the business and the setting of budgets and key performance indicators. In determining the strategy for the business, the directors’ consider external factors, the economic climate and market conditions.

The Group understands the importance and benefit of engaging and retaining staff with a broad range of skills, experiences, perspectives and backgrounds. The Group's flat management structure allows for quick communication throughout the business and identification of development requirements for individual members of staff.

The Group maintains positive relationships with key stakeholders in the business and senior management review this regularly.

The Group actively pursues an environmental policy to protect against the long-term depletion of natural resources and the impact on the environment in terms of its operations and the environmental consequences of the products that the business designs and engineers.

The Group's reputation is of paramount importance. The Group is fully compliant with all legislation relating to anti-corruption, bribery and anti-slavery.

The business has been trading since 1997. The majority shareholders in the Group are executives in the business and so have a fundamental understanding of the strategy and operation of the business.

On behalf of the board:





I K Brookes - Director


22 October 2024

Contechs Group Limited (Registered number: 12745146)

Directors' Report
for the year ended 31 December 2023


The directors present their report with the financial statements of the Parent Company and the Group for the period ended 31 December 2023.

Dividends
The profit for the year, after taxation, amounted to £799,459.

Particulars of recommended dividends are detailed in note 13 to the financial statements.

Research and development
Contechs operates in a highly innovative industry sector and continues to invest in research and development.

Future developments
The directors anticipate that the Group will continue to operate with its existing service and goods offering with the same clients and the existing management team and resources.

Directors
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.

I K Brookes
P R Jarvis

Going concern
The directors have a reasonable expectation that the company has adequate resources to continue operational existence for the foreseeable future. For this reason the directors continue to adopt the going concern basis for accounting in preparing the annual financial statements

Disclosure in the strategic report
The Group has chosen in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out within the Group's Strategic Report, the Company's Strategic Report Information required by schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008. This includes information that would have been included in the business review and details of the principal risks and uncertainties.

Statement of directors' responsibilities
The directors are responsible for preparing the Group 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether applicable accounting standards have been followed, subject to any material departures disclosed and
explained in the financial statements;
- 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 and the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Contechs Group Limited (Registered number: 12745146)

Directors' Report
for the year ended 31 December 2023


Statement as to disclosure of information to auditors
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Group's auditors are aware of that information.

Auditors
The audit business of Haines Watts London LLP was acquired by Cooper Parry Group Limited on 14 November 2023. Haines Watts London LLP has resigned as auditor and Cooper Parry Group Limited has been appointed in its place.

Under section 487(2) of the Companies Act 2006, Cooper Parry Group Limited will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members.

On behalf of the board:





I K Brookes - Director


22 October 2024

Independent Auditors' Report to the Members of
Contechs Group Limited


Opinion
We have audited the financial statements of Contechs Group Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The 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 Group's and of the Parent Company affairs as at 31 December 2023 and of the Group's 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC'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 group's and the parent 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.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Directors' Report, but does not include the financial statements and our Auditors' Report thereon.

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.

In connection with our audit of the financial statements, 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 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.

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

Independent Auditors' Report to the Members of
Contechs Group Limited


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company 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 Statement of Directors' Responsibilities, 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 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 group's and the parent 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 group or the parent 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We gained an understanding of the legal and regulatory framework applicable to the Company and the industry in which it operates, and considered the risk of acts by the Company that were contrary to applicable laws and regulations, including fraud. We discussed with the directors the policies and procedures in place regarding compliance with laws and regulations. We discussed amongst the audit team the identified laws and regulations, and remained alert to any indications of non-compliance.

During the audit we focused on laws and regulations which could reasonably be expected to give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management.

Our procedures in relation to fraud included but were not limited to: inquires of management whether they have any knowledge of any actual, suspected or alleged fraud, and discussions amongst the audit team regarding risk of fraud such as opportunities for fraudulent manipulation of financial statements. We determined that the principal risks related to posting manual journal entries to manipulate financial performance and management bias through judgements in accounting estimates. We also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. Our tests include agreeing the financial statement disclosures to underlying supporting documentation.


Independent Auditors' Report to the Members of
Contechs Group Limited

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. In assessing the potential risks of material misstatement we obtained an understanding of; the entities operations, including the nature of its revenue sources and services and of its objectives and strategies to understand the classes of transactions, account balances, expected financial statement disclosures and business risks that may result in risks of material misstatement. We did not identify any matters relating to non-compliance with laws and regulations relating to fraud.

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.

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 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.




Chris Evans BSc FCA (Senior Statutory Auditor)
for and on behalf of Cooper Parry Group Limited
Statutory Auditor
New Derwent House
69-73 Theobalds Road
London
WC1X 8TA

29 October 2024

Contechs Group Limited (Registered number: 12745146)

Consolidated
Income Statement
for the year ended 31 December 2023

2023 2022
Notes £ £

Turnover 4 59,117,719 50,357,699

Cost of sales (47,462,707 ) (40,118,531 )
Gross profit 11,655,012 10,239,168

Administrative expenses (9,983,797 ) (7,733,029 )
1,671,215 2,506,139

Other operating income 5 - 277,353
Operating profit 1,671,215 2,783,492

Interest receivable and similar income 8 21,658 24,887
1,692,873 2,808,379
Amounts written off investments 9 - (1,000 )
1,692,873 2,807,379

Interest payable and similar expenses 10 (622,286 ) (570,886 )
Profit before taxation 11 1,070,587 2,236,493

Tax on profit 12 (271,128 ) (573,858 )
Profit for the financial year 799,459 1,662,635
Profit attributable to:
Owners of the parent 799,459 1,662,635

Contechs Group Limited (Registered number: 12745146)

Consolidated
Other Comprehensive Income
for the year ended 31 December 2023

2023 2022
Notes £ £

Profit for the year 799,459 1,662,635


Other comprehensive income
Translation differences (10,317 ) 41,457
Merger reserve movement
Income tax relating to other comprehensive
income

-

-
Other comprehensive income for the year,
net of income tax

(10,317

)

41,457
Total comprehensive income for the year 789,142 1,704,092

Total comprehensive income attributable to:
Owners of the parent 789,142 1,704,092

Contechs Group Limited (Registered number: 12745146)

Consolidated Balance Sheet
31 December 2023

2023 2022
Notes £ £ £ £
Fixed assets
Intangible assets 15 32,666 32,668
Tangible assets 16 1,795,964 2,070,233
Investments 17 90,413 90,413
1,919,043 2,193,314

Current assets
Stocks 18 619,081 487,694
Debtors 19 18,109,790 19,854,062
Cash at bank 2,472,849 2,616,754
21,201,720 22,958,510
Creditors
Amounts falling due within one year 20 16,100,240 18,168,793
Net current assets 5,101,480 4,789,717
Total assets less current liabilities 7,020,523 6,983,031

Creditors
Amounts falling due after more than one
year

21

(1,185,003

)

(37,669

)

Provisions for liabilities 26 (32,835 ) (32,835 )
Net assets 5,802,685 6,912,527

Capital and reserves
Called up share capital 27 106,666 100
Capital redemption reserve 28 26,670 -
Translation reserve 28 237,419 247,736
Merger reserve 28 28,200 161,523
Retained earnings 28 5,403,730 6,503,168
Shareholders' funds 5,802,685 6,912,527

The financial statements were approved by the Board of Directors and authorised for issue on 22 October 2024 and were signed on its behalf by:





I K Brookes - Director


Contechs Group Limited (Registered number: 12745146)

Company Balance Sheet
31 December 2023

2023 2022
Notes £ £ £ £
Fixed assets
Intangible assets 15 - -
Tangible assets 16 - -
Investments 17 1,206,566 -
1,206,566 -

Current assets
Cash at bank 7,058 100

Creditors
Amounts falling due within one year 20 659,000 -
Net current (liabilities)/assets (651,942 ) 100
Total assets less current liabilities 554,624 100

Creditors
Amounts falling due after more than one
year

21

535,000

-
Net assets 19,624 100

Capital and reserves
Called up share capital 27 106,666 100
Retained earnings (87,042 ) -
Shareholders' funds 19,624 100

Company's profit for the financial year 487,958 -

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 22 October 2024 and were signed on its behalf by:





I K Brookes - Director


Contechs Group Limited (Registered number: 12745146)

Consolidated Statement of Changes in Equity
for the year ended 31 December 2023

Called up Capital
share Retained redemption
capital earnings reserve
£ £ £
Balance at 1 January 2022 - 5,640,533 -

Changes in equity
Increase in share capital 100 - -
Dividends - (800,000 ) -
Total comprehensive income - 1,662,635 -
Balance at 31 December 2022 100 6,503,168 -

Changes in equity
Purchase of own shares - (1,098,897 ) 26,670
Dividends - (800,000 ) -
Total comprehensive income - 799,459 -
Balance at 31 December 2023 100 5,403,730 26,670
Translation Merger Total
reserve reserve equity
£ £ £
Balance at 1 January 2022 206,279 161,523 6,008,335

Changes in equity
Increase in share capital - - 100
Dividends - - (800,000 )
Total comprehensive income 41,457 - 1,704,092
Balance at 31 December 2022 247,736 161,523 6,912,527

Changes in equity
Increase in share capital - (1,206,566 ) (1,206,566 )
Purchase of own shares - 1,073,243 1,016
Dividends - - (800,000 )
Total comprehensive income (10,317 ) - 789,142
Balance at 31 December 2023 237,419 28,200 5,696,119

Contechs Group Limited (Registered number: 12745146)

Company Statement of Changes in Equity
for the year ended 31 December 2023

Called up
share Retained Total
capital earnings equity
£ £ £

Changes in equity
Issue of share capital 100 - 100
Balance at 31 December 2022 100 - 100

Changes in equity
Issue of share capital 106,566 - 106,566
Dividends - (575,000 ) (575,000 )
Total comprehensive income - 487,958 487,958
Balance at 31 December 2023 106,666 (87,042 ) 19,624

Contechs Group Limited (Registered number: 12745146)

Consolidated Cash Flow Statement
for the year ended 31 December 2023

2023 2022
Notes £ £
Cash flows from operating activities
Cash generated from operations 1 792,089 1,974,795
Interest paid (557,931 ) (200,754 )
Interest element of hire purchase payments
paid

(64,355

)

(370,132

)
Tax paid - (277,353 )
Taxation refund 92,036 192,784
Net cash from operating activities 261,839 1,319,340

Cash flows from investing activities
Purchase of intangible fixed assets (22,680 ) -
Purchase of tangible fixed assets (422,767 ) (584,968 )
Purchase of fixed asset investments - (2,295 )
Interest received 21,658 24,887
Net cash from investing activities (423,789 ) (562,376 )

Cash flows from financing activities
New loans in year 1,300,750 -
Capital repayments in year (207,370 ) (451,995 )
Share issue - 100
Share buyback (371,668 ) -
Equity dividends paid (800,000 ) (800,000 )
Net cash from financing activities (78,288 ) (1,251,895 )

Decrease in cash and cash equivalents (240,238 ) (494,931 )
Cash and cash equivalents at beginning
of year

2

2,616,754

3,063,226
Effect of foreign exchange rate changes (10,317 ) 48,459
Cash and cash equivalents at end of year 2 2,366,199 2,616,754

Contechs Group Limited (Registered number: 12745146)

Notes to the Consolidated Cash Flow Statement
for the year ended 31 December 2023


1. Reconciliation of profit before taxation to cash generated from operations

2023 2022
£ £
Profit before taxation 1,070,587 2,236,493
Depreciation charges 673,036 639,569
Loss on disposal of fixed assets - 9,465
Amortisation charges 22,304 22,304
Finance costs 622,286 570,886
Finance income (21,658 ) (24,887 )
2,366,555 3,453,830
(Increase)/decrease in stocks (131,387 ) 8,934
Decrease/(increase) in trade and other debtors 1,653,252 (4,433,129 )
(Decrease)/increase in trade and other creditors (3,096,331 ) 2,945,160
Cash generated from operations 792,089 1,974,795

2. Cash and cash equivalents

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2023
31/12/23 1/1/23
£ £
Cash and cash equivalents 2,472,849 2,616,754
Bank overdrafts (106,650 ) -
2,366,199 2,616,754
Year ended 31 December 2022
31/12/22 1/1/22
£ £
Cash and cash equivalents 2,616,754 3,063,226


3. Analysis of changes in net funds/(debt)

At 1/1/23 Cash flow At 31/12/23
£ £ £
Net cash
Cash at bank 2,616,754 (143,905 ) 2,472,849
Bank overdrafts - (106,650 ) (106,650 )
2,616,754 (250,555 ) 2,366,199
Debt
Finance leases (222,618 ) (860,717 ) (1,083,335 )
Debts falling due within 1 year - (60,000 ) (60,000 )
Debts falling due after 1 year - (535,000 ) (535,000 )
(222,618 ) (1,455,717 ) (1,678,335 )
Total 2,394,136 (1,706,272 ) 687,864

Contechs Group Limited (Registered number: 12745146)

Notes to the Consolidated Financial Statements
for the year ended 31 December 2023


1. Statutory information

Contechs Group Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. Accounting policies

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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

The presentational and functional currency of the financial statements is the Pound Sterling (£).

Amounts in these financial statements are rounded to the nearest £.

The Parent Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

Parent Company disclosure exemptions
In preparing the separate financial statements of the Parent Company, advantage has been taken of the following disclosure exemptions available in FRS 102:
- Statement of cash flows haven't been presented for the Parent Company;
- No disclosures have been given for the aggregate remuneration of the key management personnel of the Parent Company as their remuneration is included in the totals for the Group as a whole.

Basis of consolidation
The consolidated financial statements present the results of the Parent Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements show the results of Contechs Group Limited and Contechs Group Holdings Limited and its subsidiaries, under merger accounting after the business combination as discussed in note 31. Under this basis the results for the full year of Contechs Group Holdings Limited and its subsidiaries are included.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Consolidated Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Income Statement from the date on which control is obtained. They are deconsolidated from the date control ceases.

In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2014.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover represents amounts receivable for goods and services provided in the year and is stated net of VAT.

Contechs Group Limited (Registered number: 12745146)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023


2. Accounting policies - continued

Turnover from the sale of goods is recognised when the goods are physically delivered to the customer. Turnover from the supply of services represents the value of the services provided under contracts to the extent that there is a right to consideration and is recorded at the value of consideration due. Where a contract has only been partially completed at the Consolidated Balance Sheet date, turnover represents the value of services provided to date based on a proportion of the total contract value. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year.

Turnover from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, turnover is recognised only to the extent that expenses recognised are recoverable.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2023, is being amortised evenly over its estimated useful life of ten years.

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share 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 Consolidated Income Statement over its useful economic life.

Amortisation is provided on the following basis:

Goodwill -10% straight line

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Patents and licences are being amortised evenly over their estimated useful life of ten years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Long leasehold - 9.09% on cost
Plant and machinery - at varying rates on cost
Fixtures and fittings - 25% on cost and at varying rates 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 the Consolidated Income Statement.

Impairment of fixed assets
At each reporting end date, the Parent Company and the Group reviews the carrying amounts of its tangible and intangible fixed assets to determine whether there is any indication those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of impairment loss (if any). Where it is not possible to estimate the recoverable amount of an asset, the Parent Company and the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and the value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate which reflects the current market assessment of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

Contechs Group Limited (Registered number: 12745146)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023


2. Accounting policies - continued

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in the Consolidated Income Statement, unless that relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the assets is increased to the revised estimate of its recoverable amount, but so the increased carrying amount does not exceed the carrying amount which would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in the Consolidated Income Statement, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment is treated as a revaluation increase.

Government grants
Grants of a revenue nature are recognised in "other income" within the Consolidated Income Statement in the same period as the related expenditure. This includes the Government Coronavirus Job Retention Scheme ('Furlough'). The Group has not directly benefited from any other forms of government assistance.

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Work in progress is valued on the basis of direct costs plus attributable overheads based on normal level of activity. Provision is made for any foreseeable losses where appropriate. No element of profit is included in the valuation of work in progress.

Stocks are measured on a first in first out (FIFO) basis.

Financial instruments
Financial assets and liabilities are recognised when the Group becomes party to the contractual provisions of the financial instrument. The Group holds basic financial instruments which comprise cash at bank, trade and other receivables, equity investments and trade and other payables. The Group and the Parent Company has chosen to apply the provisions of Section 11 Basic Financial Instruments in full.

Financial assets - classified as basic financial instruments

(i) Cash at bank and in hand
Cash at bank and in hand include cash in hand, deposits held with banks, and other short-term highly liquid investments with original maturities of three months or less.

(ii) Trade and other receivables
Trade and other receivables are initially recognised at the transaction price, including any transaction costs. Amounts that are receivable within one year are measured at the undiscounted amount of the cash expected to be received, net of any impairment.

At the end of each reporting period, the Group assesses whether there is objective evidence that an receivable amount may be impaired. A provision for impairment is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provision is the difference between the asset's carrying amount and the present value of the estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognised immediately in the Consolidated Income Statement.

(iii) Equity investments
Equity investments comprise ordinary shares. Equity investments are initially recognised at fair value, which is the transaction price excluding transaction costs and are subsequently measured at fair value through profit or loss.

Contechs Group Limited (Registered number: 12745146)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023


2. Accounting policies - continued

Financial Liabilities - classified as basic financial instruments

(i) Trade and other payables and loans and borrowings
Trade and other payables and loans and borrowings are initially measured at the transaction price, including any transaction costs, and subsequently measured at amortised cost using the effective interest method. Amounts that are payable within one year are measured at the undiscounted amount of the cash expected to be paid.

Provisions

Provisions are recognised when there is a present obligation (legal or constructive) as a result of a past event, it is probable that the obligation will be required to be settled, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting taking into account the risks and uncertainties surrounding the obligation. Provisions are discounted when the time value of money is material.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the Balance Sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the Balance Sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

The Parent Company's and Group's functional and presentational currency is Pound Sterling (£).

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Rentals paid under operating leases are charged to the Consolidated Income Statement on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid, the Group 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 Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

Contechs Group Limited (Registered number: 12745146)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023


2. Accounting policies - continued

Operating leases: the Group as lessee
Rentals paid under operating leases are charged to the Consolidated Income Statement 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.

Going concern
The financial statements have been prepared on a going concern basis.

The directors have reviewed and considered relevant information, including the annual budget and future cash flows in making their assessment, particularly at the Group level.

The directors have tested their cash flow analysis to take into account the impact on their business of possible scenarios alongside the measures that could affect operational activity. The Group's assets are assessed each year for recoverability, and the directors' consider that the Group is not exposed to loss on these assets.

Based on these assessments, given the measures that could be undertaken to mitigate the current adverse conditions, and the current resources available, the directors have concluded that they can continue to adopt the going concern basis in preparing the annual report and accounts.

The directors therefore have an expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, thus the directors' have continued to adopt the going concern basis of accounting in preparing these financial statements.

3. Critical accounting judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Significant judgements
The management do not consider there to be any significant judgements made in the process of applying the entity's accounting policies.

Key sources of estimation uncertainty
Accounting estimates and assumptions are made concerning the future and, by the nature, will rarely equal the related actual outcome. The directors do not consider there to be any key assumptions or other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

4. Turnover

The turnover and profit before taxation are attributable to the one principal activity of the Group.

An analysis of turnover by class of business is given below:

2023 2022
£ £
Rendering of services 56,931,597 49,379,153
Sales of goods 2,186,122 978,546
59,117,719 50,357,699

Contechs Group Limited (Registered number: 12745146)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023


4. Turnover - continued

An analysis of turnover by geographical market is given below:

2023 2022
£ £
United Kingdom 46,301,179 34,901,411
Europe 9,211,387 6,216,653
Rest of world 3,605,153 9,239,635
59,117,719 50,357,699

5. Other operating income
2023 2022
£ £
RDEC credits - 277,353

6. Employees and directors
2023 2022
£ £
Wages and salaries 7,359,069 6,160,958
Social security costs 862,072 651,821
Other pension costs 155,709 125,714
8,376,850 6,938,493

The average number of employees during the year was as follows:
2023 2022

Administration 5 6
Management 5 5
Business development 5 5
Commercial 11 12
Engineering 107 119
IT 5 5
Materials Handling 5 5
Human resources 17 20
Production 14 15
174 192

The average number of employees by undertakings that were proportionately consolidated during the year was 174 (2022 - 192 ) .

7. Directors' emoluments
2023 2022
£ £
Directors' remuneration 1,149,983 1,380,129

Information regarding the highest paid director is as follows:
2023 2022
£ £
Emoluments etc 574,992 499,291

Contechs Group Limited (Registered number: 12745146)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023


8. Interest receivable and similar income
2023 2022
£ £
Other interest received 21,658 24,887

9. Amounts written off investments
2023 2022
£ £
Amounts w/o invs - 1,000

10. Interest payable and similar expenses
2023 2022
£ £
Bank interest 552,919 382,807
Bank loan interest 5,012 2,368
Hire purchase 64,355 185,711
622,286 570,886

11. Profit before taxation

The profit is stated after charging / (crediting):

2023 2022
£    £   
Hire of plant and machinery 30,600 37,000
Other operating leases 981,816 870,822
Depreciation - owned assets 397,960 639,569
Patents and licenses amortisation 378 -
Profit / Loss on disposal (23,190 ) 9,465
Goodwill amortisation 22,304 22,304
Auditors' remuneration 95,000 85,000
Foreign exchange 1,480 (25,836 )

12. Taxation

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2023 2022
£ £
Current tax:
UK corporation tax 271,128 636,314

Deferred tax - (62,456 )
Tax on profit 271,128 573,858

Contechs Group Limited (Registered number: 12745146)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023


12. Taxation - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2023 2022
£ £
Profit before tax 1,070,587 2,236,493
Profit multiplied by the standard rate of corporation tax in the UK of
23.520 % (2022 - 19 %)

251,802

424,934

Effects of:
Expenses not deductible for tax purposes 39,865 27,886
Income not taxable for tax purposes (5,018 ) (17,372 )
Capital allowances in excess of depreciation - (37,682 )
Depreciation in excess of capital allowances 62,307 -
Permanent differences 110,324 176,092
Loss brought forward (188,152 ) -
Total tax charge 271,128 573,858

Tax effects relating to effects of other comprehensive income

2023
Gross Tax Net
£ £ £
Translation differences (10,317 ) - (10,317 )
Merger reserve movement
(10,317 ) - (10,317 )

13. Individual income statement

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the Parent Company is not presented as part of these financial statements.

14. Dividends
2023 2022
£ £
B Ordinary shares of £0.90 each
Interim 575,000 725,000
C Ordinary shares of £0.10 each
Interim 225,000 75,000
800,000 800,000

The dividends include payments totalling £225,000 made outside of the group prior to the merger.

Contechs Group Limited (Registered number: 12745146)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023


15. Intangible fixed assets

Group
Patents and
Goodwill licences Totals
£ £ £
Cost
At 1 January 2023 223,044 - 223,044
Additions - 22,680 22,680
At 31 December 2023 223,044 22,680 245,724
Amortisation
At 1 January 2023 190,376 - 190,376
Amortisation for year 22,304 378 22,682
At 31 December 2023 212,680 378 213,058
Net book value
At 31 December 2023 10,364 22,302 32,666
At 31 December 2022 32,668 - 32,668

16. Tangible fixed assets

Group
Fixtures
Long Plant and and
leasehold machinery fittings Totals
£ £ £ £
Cost
At 1 January 2023 1,873,182 227,576 3,472,456 5,573,214
Additions 215,769 37,824 169,174 422,767
Disposals (333,107 ) (44,000 ) - (377,107 )
At 31 December 2023 1,755,844 221,400 3,641,630 5,618,874
Depreciation
At 1 January 2023 770,116 22,758 2,710,107 3,502,981
Charge for year 198,107 49,298 425,631 673,036
Eliminated on disposal (333,107 ) (20,000 ) - (353,107 )
At 31 December 2023 635,116 52,056 3,135,738 3,822,910
Net book value
At 31 December 2023 1,120,728 169,344 505,892 1,795,964
At 31 December 2022 1,103,066 204,818 762,349 2,070,233

Contechs Group Limited (Registered number: 12745146)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023


17. Fixed asset investments

Group
Unlisted
investments
£
Cost
At 1 January 2023
and 31 December 2023 90,413
Net book value
At 31 December 2023 90,413
At 31 December 2022 90,413
Company
Shares in
group
undertakings
£
Cost
Additions 1,206,566
At 31 December 2023 1,206,566
Net book value
At 31 December 2023 1,206,566

The Group or the Company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Contechs Group Holdings Limited
Registered office: 2 Sable Court, Sylvan Way, Basildon, Essex, SS15 6SR
Nature of business: Holding company
%
Class of shares: holding
Ordinary 100.00
2023 2022
£ £
Aggregate capital and reserves 105,966 128,740
Profit for the year 777,226 720,408

Contechs Holdings Limited
Registered office: 2 Sable Court, Sylvan Way, Basildon, Essex, SS15 6SR
Nature of business: Holding company
%
Class of shares: holding
Ordinary 100.00
2023 2022
£ £
Aggregate capital and reserves 58,604 122,375
Profit for the year 736,229 604,527

Contechs Group Limited (Registered number: 12745146)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023


17. Fixed asset investments - continued

Contechs Materials Handling Limited
Registered office: 2 Sable Court, Sylvan Way, Basildon, Essex, SS15 6SR
Nature of business: Engineering in the automotive industry
%
Class of shares: holding
Ordinary 100.00
2023 2022
£ £
Aggregate capital and reserves 2,017,857 1,788,380
Profit for the year 229,477 47,592

Contechs Consulting Limited
Registered office: 2 Sable Court, Sylvan Way, Basildon, Essex, SS15 6SR
Nature of business: Engineering design consultants
%
Class of shares: holding
Ordinary 100.00
2023 2022
£ £
Aggregate capital and reserves 9,984,938 8,543,383
Profit for the year 2,241,555 2,653,775

Contechs Technical Resourcing Limited
Registered office: 2 Sable Court, Sylvan Way, Basildon, Essex, SS15 6SR
Nature of business: Providing engineering design consultants
%
Class of shares: holding
Ordinary 100.00
2023 2022
£ £
Aggregate capital and reserves 288,823 1,080,893
Loss for the year (792,070 ) (372,865 )

Contechs Asset Management Limited
Registered office: 2 Sable Court, Sylvan Way, Basildon, Essex, SS15 6SR
Nature of business: Renting and leasing of machinery and equipment
%
Class of shares: holding
Ordinary 100.00
2023 2022
£ £
Aggregate capital and reserves 68,191 98,950
(Loss)/profit for the year (30,759 ) 60,068

Contechs Trimming Limited
Registered office: 2 Sable Court, Sylvan Way, Basildon, Essex, SS15 6SR
Nature of business: Other manufacturing not elsewhere classified
%
Class of shares: holding
Ordinary 100.00
2023 2022
£ £
Aggregate capital and reserves (5,025,569 ) (4,498,096 )
Loss for the year (527,473 ) (594,991 )

Contechs Group Limited (Registered number: 12745146)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023


17. Fixed asset investments - continued

Contechs Medical Limited
Registered office: 2 Sable Court, Sylvan Way, Basildon, Essex, SS15 6SR
Nature of business: Non-specialised wholesale trade
%
Class of shares: holding
Ordinary 100.00
2023
£
Aggregate capital and reserves (63,196 )
Loss for the year (7,804 )

Contechs Deutschland Limited
Registered office: Robert Perthel Strasse 1,50739 Koln
Nature of business: Engineering design consultants
%
Class of shares: holding
Ordinary 100.00
2023 2022
£ £
Aggregate capital and reserves 579,631 739,924
(Loss)/profit for the year (118,421 ) 91,430

Contechs Slovakia s.r.o
Registered office: Obchodna 39, 81106 Bratislava
Nature of business: Non-trading
%
Class of shares: holding
Ordinary 100.00
2023 2022
£ £
Aggregate capital and reserves 1,254 1,254

Contechs Design & Engineering LCC
Registered office: 12 Timber Creek lane, New Ark, Delaware, 19711
Nature of business: Design consultancy
%
Class of shares: holding
Ordinary 100.00


Contechs Design & Engineering LCC did not trade during the year.

18. Stocks

Group
2023 2022
£ £
Raw materials 309,335 281,575
Finished goods 309,746 206,119
619,081 487,694

Contechs Group Limited (Registered number: 12745146)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023


19. Debtors: amounts falling due within one year

Group
2023 2022
£ £
Trade debtors 9,807,918 9,410,688
Other debtors 925,916 1,281,722
Tax 483,542 575,578
Prepayments and accrued income 6,892,414 8,586,074
18,109,790 19,854,062

Included in other debtors are loans totalling £880,624 that are due in more than one year.

20. Creditors: amounts falling due within one year

Group Company
2023 2022 2023 2022
£ £ £ £
Bank loans and overdrafts (see note 22) 106,650 - - -
Other loans (see note 22) 60,000 - 60,000 -
Hire purchase contracts (see note 23) 433,332 184,949 - -
Trade creditors 5,404,655 5,389,369 - -
Amounts owed to group undertakings - - 599,000 -
Tax 956,366 684,558 - -
Social security and other taxes 352,203 291,656 - -
VAT 957,093 528,367 - -
Other creditors 5,146,040 4,385,640 - -
Accruals and deferred income 2,683,901 6,704,254 - -
16,100,240 18,168,793 659,000 -

21. Creditors: amounts falling due after more than one year

Group Company
2023 2022 2023 2022
£ £ £ £
Other loans (see note 22) 535,000 - 535,000 -
Hire purchase contracts (see note 23) 650,003 37,669 - -
1,185,003 37,669 535,000 -

Contechs Group Limited (Registered number: 12745146)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023


22. Loans

An analysis of the maturity of loans is given below:

Group Company
2023 2022 2023 2022
£ £ £ £
Amounts falling due within one year or on demand:
Bank overdrafts 106,650 - - -
Other loans 60,000 - 60,000 -
166,650 - 60,000 -
Amounts falling due between one and two years:
Other loans - 1-2 years 60,000 - 60,000 -
Amounts falling due between two and five years:
Other loans - 2-5 years 180,000 - 180,000 -
Amounts falling due in more than five years:
Repayable by instalments
Other loans more 5yrs instal 295,000 - 295,000 -

23. Leasing agreements

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
2023 2022
£ £
Net obligations repayable:
Within one year 433,332 184,949
Between one and five years 650,003 37,669
1,083,335 222,618

Group
Non-cancellable
operating leases
2023 2022
£ £
Within one year 598,823 552,995
Between one and five years 1,453,052 1,409,599
In more than five years 1,066,894 387,043
3,118,769 2,349,637

24. Secured debts

Hire purchase liabilities due within and more than one year are secured over the tangible fixed assets which they acquired.

Other creditors includes £23,185 which is secured by way of deed of security assignment to Ingenious Media Investments Limited, the Groups interest in Big Screen Productions 19 LLP.

Contechs Group Limited (Registered number: 12745146)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023


25. Financial instruments

The Group's and Company’s financial instruments may be analysed as follows:
Group Company Group Company
2023 2023 2022 2022
Financial assets £    £    £    £   

Financial assets measured at amortised
cost

32,017,138


100


20,407,635


100

Financial liabilities

Financial liabilities measured at
amortised cost

25,637,991


659,000


(10,021,778

)


-

Financial assets measured at amortised cost comprise cash, trade debtors, other debtors, accrued income, amounts owed by group undertakings and directors current accounts.

Financial liabilities measured at amortised cost comprise trade creditors, bank loans and overdrafts, amounts owed to group undertakings, other creditors and accruals.

Information regarding the Group’s exposure to risks are included in the Directors' Report.

26. Provisions for liabilities

Group
2023 2022
£ £
Deferred tax 32,835 32,835

Group
Deferred tax
£
Balance at 1 January 2023 32,835
Balance at 31 December 2023 32,835

27. Called up share capital

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £ £
106,666 B Ordinary £0.90 95,999 -
106,666 C Ordinary £0.10 10,667 100
106,666 100

During the year, the 100 Ordinary shares of £1 each were subdivided into 100 B Ordinary shares with a nominal value of £0.90 and 100 C Ordinary shares with a nominal value of £0.10. Subsequent to this a further 106,566 of each class of share was issued.

Contechs Group Limited (Registered number: 12745146)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023


28. Reserves

Group
Capital
Retained redemption Translation Merger
earnings reserve reserve reserve Totals
£ £ £ £ £

At 1 January 2023 6,503,168 - 247,736 161,523 6,912,427
Profit for the year 799,459 799,459
Dividends (800,000 ) (800,000 )
Translation differences - - (10,317 ) - (10,317 )
Issue of share capital - - - (1,206,566 ) (1,206,566 )
Purchase of own shares (1,098,897 ) 26,670 - 1,073,243 1,016
At 31 December 2023 5,403,730 26,670 237,419 28,200 5,696,019

On 20th November 2023, Contechs Group Limited merged with Contechs Group Holdings Limited and its subsidiaries. Merger relief under s131 of the Companies Act 2006 has been taken and the premium arising on these shares has been disregarded as permitted under s133 of the Act. Any shares purchased by the group where the consideration was not new shares issue in Contechs Group Limited are considered a purchase of own shares for the purpose of the reserves of the merged group.

29. Contingent liabilities

The Group has entered into an unlimited multilateral guarantee with HSBC with other group companies to secure the invoice discounting facility, bank loans and overdraft. The liabilities of other group companies secured over the assets of the Group total £5,368,310. .

30. Related party disclosures

The Group has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the Group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

During the period, total dividends of £800,000 were paid to the directors.

31. Ultimate controlling party

There is no one ultimate controlling party.

32. Business combinations

Business combinations during the period.

On 10 November 2023 the Parent Company acquired through a share for share exchange 100% of the voting equity instruments of Contechs Group Holdings Limited and its subsidiaries ("the Subsidiary Group"), whose principal activity is that of a holding company to subsidiaries, which provide services to the automotive industry in the UK, throughout Europe and the Rest of the World. The principal reason for the acquisition was to facilitate two separate share types between the service companies and the goods companies. No consideration was paid as this was a share for share exchange.

Contechs Group Limited (Registered number: 12745146)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023



Book/Fair
Value
£   
Fixed assets (excluding goodwill) 1,976,023
Current assets 18,670,996
Cash 3,082,953
Current liabilities (8,760,033)
Non-current liabilities (650,003)
Provisions (32,835)
14,287,101
Goodwill (note 9) 32,668
Net assets acquired 14,319,769

The fair values of the consideration paid is as follows:

£   
Cash 1,099,900
Equity Instruments 106,566
Total purchase consideration 1,206,466


Goodwill was not generated in the restatement of the comparative figures as exemption was taken under FRS 102, for a share for share exchange, thus creating a merger reserve. Goodwill on acquisition was generated in the current year being the consideration paid over and above the net assets of the target Group.

The goodwill which existed in the Subsidiary Group was identified as a separate intangible asset and is therefore included in the Consolidated Balance Sheet.

There were no other business combinations during the current period.