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Registered number: 10956230










STELLAR ASSOCIATES 1 LIMITED










Annual report and financial statements

For the year ended 30 April 2024

 
STELLAR ASSOCIATES 1 LIMITED
 

Company Information


Directors
M S Ansari 
R M Johnson 
A Schemmel 
T Shah (resigned 30 September 2024)
M Vandamme 




Registered number
10956230



Registered office
2 Lace Market Square

Nottingham

NG1 1PB




Independent auditors
PKF Smith Cooper Audit Limited
Statutory Auditors

Nottingham

NG1 1PB





 
STELLAR ASSOCIATES 1 LIMITED
 

Contents



Page
Group strategic report
1 - 2
Directors' report
3 - 4
Independent auditors' report
5 - 8
Consolidated statement of comprehensive income
9
Consolidated balance sheet
10
Company balance sheet
11
Consolidated statement of changes in equity
12
Company statement of changes in equity
13
Consolidated statement of cash flows
14
Consolidated analysis of net debt
15
Notes to the financial statements
16 - 32


 
STELLAR ASSOCIATES 1 LIMITED
 

Group strategic report
For the year ended 30 April 2024

Introduction
 
The directors present their strategic report for the year ended 30 April 2024.
Stellar Associates 1 Limited, known as "the Company", is a holding company. The Group, comprising Esprit Automation Limited, two overseas branches and an intermediate holding company, is a respected UK-based manufacturing firm specialising in advanced automation systems and machinery. Serving mainly the UK and Ireland markets, we are committed to delivering cutting solutions that allow our customers to do more. This report provides a thoughtful review of our performance during the fiscal year ending 30 April 2024 and our current status in the industry.

Business review
 
The Group faced a challenging fiscal year marked by reduced turnover growth and profitability. Nevertheless, the Group remains financially stable and competitive within the manufacturing industry. To address risks and uncertainties, we continue to focus on product innovation, employee retention and prudent financial management. The Group is well positioned to navigate the evolving market landscape and pursue growth opportunities in the upcoming fiscal year. This report provides a fair and comprehensive review of our performance and outlook as of 30th April 2024, in accordance with the UK Companies Act.
As of the financial year ending 30 April 2024, the Group's position reflects the size and complexity of our business within the manufacturing industry:

1.Turnover and Revenue: Our turnover for FY2024 stood at £12.0 million representing a reduction of revenue. This underscores the significant headwinds within the industrial CNC Plasma cutting sector.

2.Profitability: Despite the reduction in profitability indicators the Group maintained a positive EBITDA of £1.5 million. While this signifies a decrease from the previous year, it demonstrates our resilience in navigating challenging market conditions. 

3.Financial Stability: The balance sheet indicates that our financial position remains robust, consistent with prior years. Net assets have increased, reflecting our continued financial strength despite reduced profitability.

4.Currency Risk: It is worth noting that the Group does not perceive significant exchange rate risk, as most of our stock purchases are denominated in a stable currency (Sterling/Euro).


Principal risks and uncertainties
 
The Group faces several notable risks and uncertainties in its operations:

1.Market Competition: Esprit Automation Limited operates in a highly competitive industry. Key risks include retaining market share and skilled employees. We address these challenges by introducing new products and providing exceptional customer support. Employee retention and development strategies are central to our competitiveness.

2.Asset Financing Costs: During the financial year, the BoE has raised interest rates to 5.25% to cool the inflation in UK. This increase in the BoE base rate has increased the asset financing costs nearly threefold and as a result the new machines sales market has slowed down significantly. This slowdown in new machine sales is impacting our revenue and profitability. 

3.Foreign Exchange Risk: While not a significant concern, we remain vigilant regarding exchange rate fluctuations, given our Euro-denominated stock purchases. The group closely monitors currency rates and employs forward currency transactions to mitigate potential risks.

Page 1

 
STELLAR ASSOCIATES 1 LIMITED
 

Group strategic report (continued)
For the year ended 30 April 2024

Financial key performance indicators
 
In the past financial year, we observed noteworthy developments in our financial performance, as reflected in key financial performance indicators:

1.Turnover: Our turnover rate saw a notable shift, resulting in a shrinkage of -3.2% compared to FY2023, from £12.4 million in FY2023 to £12.0 million in FY2024. This reflects the economic challenges encountered during the year, mainly driven by the high interest rates resulting in increased asset financing costs for our customers.

2.Gross Profit Percentage: The gross profit percentage increased from 33% in FY2023 to 34% in FY2024. However, this is below our expected GP margin of 40%. The continued cost pressures due to wage inflation and input cost inflation has had a negative impact on our GM.

3.EBITDA: Our EBITDA decreased from £2.0 million in FY2023 to £1.5 million in FY2024, mainly driven by the slowdown of our new machines sales business and the competitive pressure as a result of a wider capital goods market slowdown.

These financial performance indicators collectively highlight our experience of a demanding fiscal year, marked
by slower revenue growth, reduced profitability, and increased cost pressures.


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





M S Ansari
Director

Date: 14 October 2024

Page 2

 
STELLAR ASSOCIATES 1 LIMITED
 

 
Directors' report
For the year ended 30 April 2024

The directors present their report and the financial statements for the year ended 30 April 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 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 for the Group'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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £107,391 (2023 - £598,140).

EBITDA for the year was £1,480,793 (2023: £1,985,150).
No dividends were paid or proposed during the year (2023: £nil). 

Directors

The directors who served during the year were:

M S Ansari 
R M Johnson 
A Schemmel 
T Shah (resigned 30 September 2024)
M Vandamme 

Future developments

For the upcoming financial year, the group anticipates a similar level of turnover, and profitability as in FY2024. 

Page 3

 
STELLAR ASSOCIATES 1 LIMITED
 

 
Directors' report (continued)
For the year ended 30 April 2024

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 and the Group'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 and the Group's auditors are aware of that information.

Auditors

The auditorsPKF Smith Cooper Audit Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





M S Ansari
Director

Date: 14 October 2024

Page 4

 
STELLAR ASSOCIATES 1 LIMITED
 

 
Independent auditors' report to the members of Stellar Associates 1 Limited
 

Opinion


We have audited the financial statements of Stellar Associates 1 Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 April 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company 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 Group's and of the parent Company's affairs as at 30 April 2024 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 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 Group's or 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.


Page 5

 
STELLAR ASSOCIATES 1 LIMITED
 

 
Independent auditors' report to the members of Stellar Associates 1 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 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.


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 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 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 Directors' responsibilities statement set out on page 3, 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 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.


Page 6

 
STELLAR ASSOCIATES 1 LIMITED
 

 
Independent auditors' report to the members of Stellar Associates 1 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 Group 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:

Based on our understanding of the company and industry, we identify the key laws and regulations affecting the company. We identified that the principal risk of fraud or non-compliance with laws and regulations related to:

management bias in respect of accounting estimates and judgements made;
management override of control;
posting of unusual journals or transactions.

We focussed on those areas that could give rise to a material misstatement in the group financial statements. Our procedures included, but were not limited to:
 
Enquiry of management and those charged with governance around actual and potential litigation and claims, including instances of non-compliance with laws and regulations and fraud;
Reviewing minutes of meetings of those charged with governance where available;
Reviewing legal expenditure in the year to identify instances of non-compliance with laws and regulations and fraud;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.

It is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.


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


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


Page 7

 
STELLAR ASSOCIATES 1 LIMITED
 

 
Independent auditors' report to the members of Stellar Associates 1 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.





Sarah Flear (Senior statutory auditor)
for and on behalf of
PKF Smith Cooper Audit Limited
Statutory Auditors
Nottingham
NG1 1PB

15 October 2024
Page 8

 
STELLAR ASSOCIATES 1 LIMITED
 

Consolidated statement of comprehensive income
For the year ended 30 April 2024

2024
As restated 2023
Note
£
£

  

Turnover
 4 
11,974,829
12,366,161

Cost of sales
  
(7,876,011)
(8,259,037)

Gross profit
  
4,098,818
4,107,124

Distribution costs
  
(572,032)
(580,675)

Administrative expenses
  
(3,101,942)
(2,852,051)

Other operating income
 5 
117,924
19,438

Fair value movements
  
(100,330)
177,869

Operating profit
 6 
442,438
871,705

Interest receivable and similar income
 10 
9,428
1,147

Interest payable and similar expenses
 11 
(210,525)
(245,124)

Profit before taxation
  
241,341
627,728

Tax on profit
 12 
(133,950)
(29,588)

Profit for the financial year
  
107,391
598,140

  

Profit for the year attributable to:
  

Owners of the parent Company
  
107,391
598,140

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

The notes on pages 16 to 32 form part of these financial statements.

Page 9

 
STELLAR ASSOCIATES 1 LIMITED
Registered number: 10956230

Consolidated balance sheet
As at 30 April 2024

2024
As restated 2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
3,231,111
4,141,127

Tangible assets
 14 
488,906
350,064

  
3,720,017
4,491,191

Current assets
  

Stocks
 16 
3,034,545
2,712,969

Debtors: amounts falling due after more than one year
 17 
244,910
345,248

Debtors: amounts falling due within one year
 17 
1,240,705
1,849,588

Cash at bank and in hand
 18 
864,061
1,450,438

  
5,384,221
6,358,243

Creditors: amounts falling due within one year
 19 
(2,801,011)
(3,880,624)

Net current assets
  
 
 
2,583,210
 
 
2,477,619

Total assets less current liabilities
  
6,303,227
6,968,810

Creditors: amounts falling due after more than one year
 20 
(3,311,846)
(4,084,131)

Provisions for liabilities
  

Deferred taxation
 22 
(34,510)
(35,199)

Net assets
  
2,956,871
2,849,480


Capital and reserves
  

Called up share capital 
 23 
41,450
41,450

Capital redemption reserve
 24 
4,257,791
4,257,791

Profit and loss account
 24 
(1,342,370)
(1,449,761)

  
2,956,871
2,849,480


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




M S Ansari
Director

Date: 14 October 2024

The notes on pages 16 to 32 form part of these financial statements.

Page 10

 
STELLAR ASSOCIATES 1 LIMITED
Registered number: 10956230

Company balance sheet
As at 30 April 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 15 
-
542,918

  
-
542,918

Current assets
  

Debtors: amounts falling due after more than one year
 17 
4,088,954
4,010,291

Debtors: amounts falling due within one year
 17 
-
93,025

Total assets less current liabilities
  
 
 
4,088,954
 
 
4,646,234

  

  

Net assets
  
4,088,954
4,646,234


Capital and reserves
  

Called up share capital 
 23 
41,450
41,450

Capital redemption reserve
 24 
4,257,791
4,257,791

Profit and loss account
 24 
(210,287)
346,993

  
4,088,954
4,646,234


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




M S Ansari
Director

Date: 14 October 2024

The notes on pages 16 to 32 form part of these financial statements.

Page 11

 
STELLAR ASSOCIATES 1 LIMITED
 

Consolidated statement of changes in equity
For the year ended 30 April 2024


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

£
£
£
£


At 1 May 2022 as restated
41,450
4,257,791
(2,047,901)
2,251,340



Profit for the year as restated
-
-
598,140
598,140



At 1 May 2023 as restated
41,450
4,257,791
(1,449,761)
2,849,480



Profit for the year as restated
-
-
107,391
107,391


At 30 April 2024
41,450
4,257,791
(1,342,370)
2,956,871


The notes on pages 16 to 32 form part of these financial statements.

Page 12

 
STELLAR ASSOCIATES 1 LIMITED
 

Company statement of changes in equity
For the year ended 30 April 2024


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

£
£
£
£


At 1 May 2022
41,450
4,257,791
142,473
4,441,714



Profit for the year
-
-
204,520
204,520



At 1 May 2023
41,450
4,257,791
346,993
4,646,234



Loss for the year
-
-
(557,280)
(557,280)


At 30 April 2024
41,450
4,257,791
(210,287)
4,088,954


The notes on pages 16 to 32 form part of these financial statements.

Page 13

 
STELLAR ASSOCIATES 1 LIMITED
 

Consolidated statement of cash flows
For the year ended 30 April 2024

2024
As restated 2023
£
£

Cash flows from operating activities

Profit for the financial year
107,391
598,140

Adjustments for:

Amortisation of intangible assets
910,504
1,005,702

Depreciation of tangible assets
127,851
107,744

Amortisation of borrowing costs
22,755
22,755

Loss on disposal of tangible assets
2,943
6,908

Interest paid
210,525
245,124

Interest received
(9,428)
(1,147)

Taxation charge
133,958
29,587

(Increase) in stocks
(321,576)
(9,819)

Decrease/(increase) in debtors
533,445
(669,230)

(Decrease)/increase in creditors
(1,074,653)
638,986

Net fair value losses/(gains) recognised in P&L
100,330
(177,869)

Corporation tax (paid)
(59,201)
(186,963)

Net cash generated from operating activities

684,844
1,609,918


Cash flows from investing activities

Purchase of intangible fixed assets
(488)
-

Purchase of tangible fixed assets
(279,760)
(129,029)

Sale of tangible fixed assets
10,124
1,614

Interest received
9,428
1,147

Net cash from investing activities

(260,696)
(126,268)

Cash flows from financing activities

Repayment of loans
(800,000)
(800,000)

Interest paid
(210,525)
(245,124)

Net cash used in financing activities
(1,010,525)
(1,045,124)

Net (decrease)/increase in cash and cash equivalents
(586,377)
438,526

Cash and cash equivalents at beginning of year
1,450,438
1,011,912

Cash and cash equivalents at the end of year
864,061
1,450,438


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
864,061
1,450,438


The notes on pages 16 to 32 form part of these financial statements.

Page 14

 
STELLAR ASSOCIATES 1 LIMITED
 

Consolidated Analysis of Net Debt
For the year ended 30 April 2024




At 1 May 2023
Cash flows
At 30 April 2024
£

£

£

Cash at bank and in hand

1,450,438

(586,377)

864,061

Debt due after 1 year

(4,084,131)

772,285

(3,311,846)

Debt due within 1 year

(431,639)

4,960

(426,679)


(3,065,332)
190,868
(2,874,464)

The notes on pages 16 to 32 form part of these financial statements.

Page 15

 
STELLAR ASSOCIATES 1 LIMITED
 

 
Notes to the financial statements
For the year ended 30 April 2024

1.


General information

Stellar Associates 1 Limited (the 'company') is a limited liability company incorporated and domiciled in England and Wales. The address of the registered office and the company registration number is disclosed on the company information page.
The nature of the Group's operations and principal activities are given in the Directors’ Report.

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 financial statements are prepared in sterling (£), which is the functional currency of the Group and are rounded to the nearest £1

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 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.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the 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 incorporate the results of business combinations using the purchase method. In the 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 statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases. 

Page 16

 
STELLAR ASSOCIATES 1 LIMITED
 

 
Notes to the financial statements
For the year ended 30 April 2024

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Group's functional and presentational currency is GBP.

Transactions and balances

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

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

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

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

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 17

 
STELLAR ASSOCIATES 1 LIMITED
 

 
Notes to the financial statements
For the year ended 30 April 2024

2.Accounting policies (continued)

 
2.4

Revenue

Turnover compromises revenue recognised by the Group in respect of goods and services supplied during the year, exclusive of Value Added Tax.
The Group derives revenue from the sale of machinery, service and maintenance contracts, software licences and software support contracts.
The principles of revenue recognition applied by the Group are as follows:
Machines
The Group recognises revenue on delivery of the machine.
Software licences
The Group recognises revenue when evidenced by a signed agreement, the delivery of the product has occurred, and the fee is fixed and determinable.
Software support contracts
The Group recognises revenue on a straight-line basis over the period of the contract. Revenue not recognised in the profit and loss account under this policy is classified as deferred income and held within other creditors in the balance sheet.
Service and maintenance contracts
The Group recognises revenue on a straight-line basis over the period of the contract. Revenue not recognised in the profit or loss account under this policy is classified as deferred income and heldwithin other creditors in the balance sheet.

 
2.5

Operating leases: the Group as lessee

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

 
2.6

Interest income

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

 
2.7

Finance costs

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

 
2.8

Pensions

Defined contribution pension plan

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 Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 18

 
STELLAR ASSOCIATES 1 LIMITED
 

 
Notes to the financial statements
For the year ended 30 April 2024

2.Accounting policies (continued)

 
2.9

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 and the Group operate and generate 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.

 
2.10

Intangible assets

Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of 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 statement of comprehensive income over its useful economic life.
Other intangibles 
Intangible assets aquired seperately from a business are and are subsequently recognised at cost less accumualted ammortisation and accumulated impariment losses. 
Ammortisation is recognisied so as to write off the cost of assets less their residual values over their useful lives on the following basis:
Other intangible assets             - 2 years straight line

 
2.11

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.

Page 19

 
STELLAR ASSOCIATES 1 LIMITED
 

 
Notes to the financial statements
For the year ended 30 April 2024

2.Accounting policies (continued)


2.11
Tangible fixed assets (continued)

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

Depreciation is provided on the following basis:

Leasehold improvements
-
over the period of the lease
Plant and machinery
-
20% straight line
Motor vehicles
-
25% straight line
Fixtures and fittings
-
15% - 33% straight line

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.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.13

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.

 
2.14

Debtors

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

 
2.15

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.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.16

Creditors

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

Page 20

 
STELLAR ASSOCIATES 1 LIMITED
 

 
Notes to the financial statements
For the year ended 30 April 2024

2.Accounting policies (continued)

 
2.17

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.

 
2.18

Financial instruments

Financial assets and financial liabilities are recognised when the company became a party to the
contractual provisions of the instrument. Financial liabilities and equity are classified according to the
substance at the financial instrument's contractual obligations, rather than the financial instrument's
legal form.
Financial assets and liabilities
AII financial assets and liabilities are initially measured at transaction price (including transaction
costs) except in the initial measurement of financial assets and liabilities that are measured at fair
value through the profit or loss. lf an arrangement constitutes a financing transaction, the financial
asset or financial liability is measured at the present value of the future payments discounted at a
market rate of interest for a similar debt instrument.
Financial assets and liabilities are only offset in the balance sheet when there exists a legally
enforceable right to set off the recognised amounts and the company intends to settle on a net basis,
or to realise the asset and settle the liability simultaneously.
Derivative financial instruments
The Group's borrowings are exposed to interest rate risk. To negate this risk the company enters into
derivative contracts being interest rate swaps.
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and aresubsequently re-measured to their fair value at each reporting date with the resulting gain or loss
being recognised in profit or loss immediately.

 
2.19

Research and Development

Research and development expenditure is written off in the year in which it is incurred.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities at the balance sheet and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. There are no significant judgments (apart from those involving estimates) which have had an effect on the amounts recognised in the financial statements.

Page 21

 
STELLAR ASSOCIATES 1 LIMITED
 

 
Notes to the financial statements
For the year ended 30 April 2024

4.


Turnover

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


2024
2023
£
£

Sale of goods
10,463,462
10,758,421

Rendering of services (including machine installation)
1,511,367
1,607,740

11,974,829
12,366,161


Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
10,901,755
10,439,927

Rest of Europe
1,050,968
1,905,700

Rest of the world
22,106
20,534

11,974,829
12,366,161



5.


Other operating income

2024
2023
£
£

Miscellaneous income
117,924
19,438



6.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Depreciation
127,851
107,744

Amortisation of borrowing costs
22,755
22,755

Other operating lease rentals
140,676
130,786

Amortisation
910,504
1,005,701

Loss / (gain) on financial derivatives
100,330
(177,869)

Page 22

 
STELLAR ASSOCIATES 1 LIMITED
 

 
Notes to the financial statements
For the year ended 30 April 2024

7.


Auditors' remuneration

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


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
18,550
17,050


8.


Employees

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


Group
Group
2024
2023
£
£


Wages and salaries
3,117,930
2,831,190

Social security costs
337,623
326,035

Cost of defined contribution scheme
60,302
55,603

3,515,855
3,212,828


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


        2024
        2023
            No.
            No.







Employees
74
72

The Company has no employees other than the directors, who did not receive any remuneration (2023 - £NIL)

9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
170,565
161,750


During the year retirement benefits were accruing to no directors (2023 - NIL) in respect of defined contribution pension schemes.


10.


Interest receivable

2024
2023
£
£


Other interest receivable
9,428
1,147

Page 23

 
STELLAR ASSOCIATES 1 LIMITED
 

 
Notes to the financial statements
For the year ended 30 April 2024

11.


Interest payable and similar expenses

2024
2023
£
£


Bank loan interest payable
210,525
245,124


12.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
128,277
43,303

Adjustments in respect of previous periods
6,362
(15,387)


Total current tax
134,639
27,916

Deferred tax


Origination and reversal of timing differences
13,350
4,343

Changes to tax rates
-
(2,671)

Adjustments in respect to prior periods
(14,039)
-

Total deferred tax
(689)
1,672


Taxation on profit on ordinary activities
133,950
29,588
Page 24

 
STELLAR ASSOCIATES 1 LIMITED
 

 
Notes to the financial statements
For the year ended 30 April 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 25% (2023 - 19.67%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
241,341
627,728


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19.67%)
60,335
123,474

Effects of:


Non-tax deductible amortisation of goodwill
228,492
197,932

Expenses not deductible for tax purposes
31,104
1,449

Capital allowances for year in excess of depreciation
382
(3,968)

Other permanent differences
4,864
-

Adjustments to tax charge in respect of prior periods
(7,677)
(18,058)

Remeasurement of deferred tax for changes in tax rates
-
(271,241)

Movement in deferred tax not recognised
(2,216)
-

Additional deduction for R&D tax expenditure
(174,332)
-

Non-taxable income
(7,000)
-

Unexplained trivial difference
(2)
-

Total tax charge for the year
133,950
29,588


Factors that may affect future tax charges

There were no factors that may affect future tax charges.



Page 25

 
STELLAR ASSOCIATES 1 LIMITED
 

 
Notes to the financial statements
For the year ended 30 April 2024

13.


Intangible assets

Group





Other intangible assets
Goodwill
Total

£
£
£



Cost


At 1 May 2023
-
9,756,292
9,756,292


Additions
488
-
488


Disposals
-
(300,744)
(300,744)



At 30 April 2024

488
9,455,548
9,456,036



Amortisation


At 1 May 2023
-
5,615,165
5,615,165


Charge for the year on owned assets
41
910,463
910,504


On disposals
-
(300,744)
(300,744)



At 30 April 2024

41
6,224,884
6,224,925



Net book value



At 30 April 2024
447
3,230,664
3,231,111



At 30 April 2023
-
4,141,127
4,141,127



Page 26

 
STELLAR ASSOCIATES 1 LIMITED
 

 
Notes to the financial statements
For the year ended 30 April 2024

14.


Tangible fixed assets

Group






Leashold improvements
Plant and machinery
Motor vehicles
Fixtures and fittings
Total

£
£
£
£
£



Cost 


At 1 May 2023
78,035
303,623
267,861
193,485
843,004


Additions
-
85,685
88,410
105,665
279,760


Disposals
-
(1,971)
(39,932)
(2,763)
(44,666)



At 30 April 2024

78,035
387,337
316,339
296,387
1,078,098



Depreciation


At 1 May 2023
16,225
207,613
134,949
134,153
492,940


Charge for the year on owned assets
5,137
29,394
63,549
29,771
127,851


Disposals
-
(1,971)
(28,152)
(1,476)
(31,599)



At 30 April 2024

21,362
235,036
170,346
162,448
589,192



Net book value



At 30 April 2024
56,673
152,301
145,993
133,939
488,906



At 30 April 2023
61,810
96,010
132,912
59,332
350,064

Page 27

 
STELLAR ASSOCIATES 1 LIMITED
 

 
Notes to the financial statements
For the year ended 30 April 2024

15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost


At 1 May 2023
542,918


Amounts written off
(542,918)



At 30 April 2024
-






Net book value



At 30 April 2024
-



At 30 April 2023
542,918

Subsidiary undertakings 
The following were subsidiary undertakings of the Company:
ole30fd.png
* The investments in Esprit Automation Limited, Esprit Automation SARL and Esprit Automation Sp, z.o.o are held indirectly.
The following subsidiary undertakings of the Company were disposed during the year: 
Stellar Automation Limited. 
The loss attributable to this subsidary during the year was £1,444

Page 28

 
STELLAR ASSOCIATES 1 LIMITED
 

 
Notes to the financial statements
For the year ended 30 April 2024

16.


Stocks

Group
Group
2024
2023
£
£

Raw materials
1,344,346
1,443,580

Work in progress
1,690,199
1,188,740

Finished goods
-
80,649

3,034,545
2,712,969



17.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due after more than one year

Amounts owed by group undertakings
-
-
4,088,954
4,010,291

Financial instruments
244,910
345,248
-
-

244,910
345,248
4,088,954
4,010,291


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due within one year

Trade debtors
1,076,400
1,268,914
-
-

Amounts owed by group undertakings
-
-
-
93,025

Other debtors
164,305
580,674
-
-

1,240,705
1,849,588
-
93,025



18.


Cash and cash equivalents

Group
Group
2024
2023
£
£

Cash at bank and in hand
864,061
1,450,438


Page 29

 
STELLAR ASSOCIATES 1 LIMITED
 

 
Notes to the financial statements
For the year ended 30 April 2024

19.


Creditors: Amounts falling due within one year

Group
Group
2024
2023
£
£

Bank loans
426,679
431,639

Trade creditors
1,164,638
2,228,659

Other taxation and social security
433,387
547,289

Other creditors
759,631
662,226

Accruals and deferred income
16,676
10,811

2,801,011
3,880,624


The bank loans are secured by a fixed and floating charge over all assets of the group. There also exists a cross guarantee between Stellar Finance 1 Limited and Esprit Automation Limited.


20.


Creditors: Amounts falling due after more than one year

Group
Group
2024
2023
£
£

Bank loans
3,311,846
4,084,131


The bank loans are secured by a fixed and floating charge over all assets of the group. There also exists a cross guarantee between Stellar Finance 1 Limited and Esprit Automation Limited.


21.


Financial instruments

Group
Group
2024
2023
£
£

Financial assets

Financial assets measured at amortised cost through profit or loss
1,229,554
1,762,999

Financial derivatives measured at amortised cost through profit or loss
244,910
345,248

1,474,464
2,108,247


Financial liabilities

Financial liabilities measured at fair value through profit or loss
(5,662,794)
6,744,429


Financial assets measured at fair value through profit or loss comprise trade and other debtors and financial instruments. 


Financial liabilities measured at amortised cost comprise bank loans, trade creditors, and other creditors.

Page 30

 
STELLAR ASSOCIATES 1 LIMITED
 

 
Notes to the financial statements
For the year ended 30 April 2024

22.


Deferred taxation


Group



2024


£






At beginning of year
(35,199)


Charged to profit or loss
(9,060)


Utilised in year
9,749



At end of year
(34,510)






The provision for deferred taxation is made up as follows:

Group
Group
2024
2023
£
£

Accelerated capital allowances
(35,919)
(36,640)

Short term timing differences
1,409
1,441

(34,510)
(35,199)


23.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



41,307 (2023 - 41,307) Ordinary A shares of £1.00 each
41,307
41,307
14,335 (2023 - 14,335) Ordinary B shares of £0.01 each
143
143

41,450

41,450



24.


Reserves

Capital redemption reserve

The capital redemption reserve records the nominal value of shares repurchased out of profits by the company. 

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses, less dividends paid. 

Page 31

 
STELLAR ASSOCIATES 1 LIMITED
 

 
Notes to the financial statements
For the year ended 30 April 2024

25.


Prior year adjustment

A prior year adjustment has been made to record a previously unidentified interest rate swap within the accounts of the group. The relevant line items and error impact are set out below:
Debtors after more than one year: financial instruments: £345,240 debit
Fair value movements profit and loss: £177,869 credit
Profit and loss reserves: £167,371 credit


26.


Pension commitments

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund.
The pension cost represents contributions payable by the Group £60,302 (2023: £55,603). The amount unpaid at year end totalled £13,142 (2023: £14,738).


27.


Commitments under operating leases

At 30 April 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£
£

Not later than 1 year
106,445
104,457

Later than 1 year and not later than 5 years
317,843
390,000

424,288
494,457

28.


Related party transactions

The company has taken advantage of the exemption in Section 33.1A of FRS 102 from disclosing transactions entered into between two or more members of the group as all subsidiaries are wholly owned. 
Key management personnel remuneration
The remuneration of key management personnel during the period totalled £301,135 (2023: £287,164) for short term employment benefits and £1,321 (2023: £1,320) for post-employment benefits. During the year retirement benefits were accruing to 1 member of key management personnel (2023: 1).


29.


Controlling party

The company is controlled by the board of directors by virtue of their position as officers of the company and also their shareholdings.


Page 32