Company registration number 12500353 (England and Wales)
ABCA SYSTEMS GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
ABCA SYSTEMS GROUP LIMITED
COMPANY INFORMATION
Directors
P J Miller
C L Scott
P A Batson
A Khanbhai
Secretary
P A Batson
Company number
12500353
Registered office
Cobalt 8
14 Silver Fox Way
Cobalt Business Park
Newcastle upon Tyne
England
NE27 0QJ
Auditor
Azets Audit Services
Bulman House
Regent Centre
Gosforth
Newcastle upon Tyne
NE3 3LS
ABCA SYSTEMS GROUP LIMITED
CONTENTS
Page
Directors' report
1 - 2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Income statement
7
Statement of comprehensive income
8
Statement of financial position
9
Statement of changes in equity
10
Notes to the financial statements
11 - 19
ABCA SYSTEMS GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 1 -
The directors present their annual report and financial statements for the year ended 30 September 2024.
Principal activities
The principal activity of the company continued to be that of a holding company.
Results and dividends
The results for the year are set out on page 7.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
P J Miller
C L Scott
P A Batson
A Khanbhai
Going concern
As at 30th September 2024 the company had net current liabilities of £13,586,876 and net assets of £8,724,367. Notwithstanding the net current liabilities the financial statements have been prepared on a going concern basis.
The company net current liability position is driven mainly by amounts due to group undertakings of £12,554,979. The directors have received a letter of support from the parent company in respect of this.
ABCA Systems Group Limited is part of the ABCA Topco Limited group and the group is effectively ran and financed as one group and forecasts are prepared for the group as a whole. The group meets its day to day working capital requirements through a combination of cash generated from operations, funding from directors and owners and external bank funding. During the year, a revised lending agreement has been put in place which includes revised covenants for the upcoming year which the directors consider to be more appropriate and achievable for the group going forward. The group’s forecasts and projections for the next twelve months show that the group should be able to continue in operational existence for that period and achieve the revised covenants, taking into account reasonable possible changes in trading performance. Following considerable investment in systems and processes, and a general improvement in market conditions, the company is already benefitting from meaningful growth in revenue and profitability in the current financial year.
In the directors, assessment of possible changes, they have considered a fall in demand and potential cost savings which are reflective of their business continuity plan.
Although the forecast was prepared taking account the matters above, it supports the ability of the group to remain a going concern and to be able to trade and meet its debts as they fall due. The underlying trading assumptions used in forecasting are judgemental and difficult to predict and could be subject to potential variation. The directors are confident that these uncertainties do not cast significant doubt over the group’s ability to continue as a going concern.
Based on the factors set out above, the directors believe that it remains appropriate to prepare the financial statements on a going concern basis.
Auditor
In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of Azets Audit Services as auditors of the company is to be proposed at the forthcoming Annual General Meeting.
ABCA SYSTEMS GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 2 -
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
P J Miller
Director
23 May 2025
ABCA SYSTEMS GROUP LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 3 -
The directors are responsible for preparing the annual 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
ABCA SYSTEMS GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF ABCA SYSTEMS GROUP LIMITED
- 4 -
Opinion
We have audited the financial statements of ABCA Systems Group Limited (the 'company') for the year ended 30 September 2024 which comprise the income statement, the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including 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 company's affairs as at 30 September 2024 and of its loss 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.
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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
ABCA SYSTEMS GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF ABCA SYSTEMS GROUP LIMITED
- 5 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's 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 auditor's 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.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
ABCA SYSTEMS GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF ABCA SYSTEMS GROUP LIMITED
- 6 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
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 bias and 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 indicators of potential bias.
Challenging assumptions and judgements made by management in their significant estimates.
Because of the field in which the client operates, we identified the following areas as those most likely to have a material impact on the financial statements: compliance with the UK Companies Act.
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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
This report is made solely to the company's member 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 member those matters we are required to state to the member in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's member, for our audit work, for this report, or for the opinions we have formed.
Simon Brown BA ACA DChA
Senior Statutory Auditor
For and on behalf of Azets Audit Services
Chartered Accountants
Statutory Auditor
Bulman House
Regent Centre
Gosforth
Newcastle upon Tyne
NE3 3LS
ABCA SYSTEMS GROUP LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 7 -
2024
2023
Notes
£
£
Administrative expenses
(179,062)
(77,547)
Other operating income
38,373
Loss before taxation
(140,689)
(77,547)
Tax on loss
4
35,172
Loss for the financial year
(105,517)
(77,547)
The income statement has been prepared on the basis that all operations are continuing operations.
The company has no recognised gains or losses for the year other than the results above.
The notes on pages 11 to 19 form part of these financial statements.
ABCA SYSTEMS GROUP LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 8 -
2024
2023
£
£
Loss for the year
(105,517)
(77,547)
Other comprehensive income
-
-
Total comprehensive income for the year
(105,517)
(77,547)
The notes on pages 11 to 19 form part of these financial statements.
ABCA SYSTEMS GROUP LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
30 SEPTEMBER 2024
30 September 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
5
23,589,266
15,300,735
Current assets
Debtors
7
40,133
985
Cash at bank and in hand
4,065
74
44,198
1,059
Creditors: amounts falling due within one year
8
(13,631,074)
(6,471,910)
Net current liabilities
(13,586,876)
(6,470,851)
Total assets less current liabilities
10,002,390
8,829,884
Creditors: amounts falling due after more than one year
9
(1,278,023)
Net assets
8,724,367
8,829,884
Capital and reserves
Called up share capital
10
60
60
Other reserves
9,007,440
9,007,440
Profit and loss reserves
(283,133)
(177,616)
Total equity
8,724,367
8,829,884
The notes on pages 11 to 19 form part of these financial statements.
The financial statements were approved by the board of directors and authorised for issue on 23 May 2025 and are signed on its behalf by:
P J Miller
Director
Company Registration No. 12500353
ABCA SYSTEMS GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 10 -
Share capital
Merger reserves
Profit and loss reserves
Total
£
£
£
£
Balance at 1 October 2022
60
9,007,440
(100,069)
8,907,431
Period ended 30 September 2023:
Loss and total comprehensive income for the period
-
-
(77,547)
(77,547)
Balance at 30 September 2023
60
9,007,440
(177,616)
8,829,884
Year ended 30 September 2024:
Loss and total comprehensive income for the year
-
-
(105,517)
(105,517)
Balance at 30 September 2024
60
9,007,440
(283,133)
8,724,367
The notes on pages 11 to 19 form part of these financial statements.
ABCA SYSTEMS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 11 -
1
Accounting policies
Company information
ABCA Systems Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is Cobalt 8, 14 Silver Fox Way, Cobalt Business Park, Newcastle upon Tyne, England, NE27 0QJ.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of ABCA Topco Limited. These consolidated financial statements are available from its registered office,
These financial statements are the company's separate financial statements. The company is exempt by virtue of section 400 of the Companies Act 2006 from the requirement to prepare consolidated financial statements, on the basis that it is itself a subsidiary undertaking and is included in the consolidated financial statements of its parent undertaking, ABCA Bidco Limited, which are publicly available.
ABCA SYSTEMS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 12 -
1.2
Going concern
As at 30th September 202true4 the company had net current liabilities of £13,586,876 and net assets of £8,724,367. Notwithstanding the net current liabilities the financial statements have been prepared on a going concern basis.
The company net current liability position is driven mainly by amounts due to group undertakings of £12,554,979. The directors have received a letter of support from the parent company in respect of this.
ABCA Systems Group Limited is part of the ABCA Topco Limited group and the group is effectively ran and financed as one group and forecasts are prepared for the group as a whole. The group meets its day to day working capital requirements through a combination of cash generated from operations, funding from directors and owners and external bank funding. During the year, a revised lending agreement has been put in place which includes revised covenants for the upcoming year which the directors consider to be more appropriate and achievable for the group going forward. The group’s forecasts and projections for the next twelve months show that the group should be able to continue in operational existence for that period and achieve the revised covenants, taking into account reasonable possible changes in trading performance. Following considerable investment in systems and processes, and a general improvement in market conditions, the company is already benefitting from meaningful growth in revenue and profitability in the current financial year.
In the directors, assessment of possible changes, they have considered a fall in demand and potential cost savings which are reflective of their business continuity plan.
Although the forecast was prepared taking account the matters above, it supports the ability of the group to remain a going concern and to be able to trade and meet its debts as they fall due. The underlying trading assumptions used in forecasting are judgemental and difficult to predict and could be subject to potential variation. The directors are confident that these uncertainties do not cast significant doubt over the group’s ability to continue as a going concern.
Based on the factors set out above, the directors believe that it remains appropriate to prepare the financial statements on a going concern basis.
1.3
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.4
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
ABCA SYSTEMS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 13 -
1.5
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
ABCA SYSTEMS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 14 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.6
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
ABCA SYSTEMS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 15 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.7
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
1.8
Dividend distribution to the Company's shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Value of fixed asset investments
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of the fixed asset investments that are not readily apparent from other sources. The estimates and associated assumptions are based on current and future financial data and other factors that are considered to be relevant such as industry wide factors.
The estimates and underlying assumptions are reviewed on an ongoing basis. Any impairment would be recognised in the period this becomes apparent.
ABCA SYSTEMS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 16 -
3
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
9,000
8,000
4
Taxation
2024
2023
£
£
Current tax
Group tax relief
(35,172)
The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Loss before taxation
(140,689)
(77,547)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 22.01%)
(35,172)
(17,068)
Group relief
17,068
Taxation credit for the year
(35,172)
5
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
6
23,589,266
15,300,735
ABCA SYSTEMS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
5
Fixed asset investments
(Continued)
- 17 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 October 2023
15,300,735
Additions
8,288,531
At 30 September 2024
23,589,266
Carrying amount
At 30 September 2024
23,589,266
At 30 September 2023
15,300,735
On 21 August 2024 the company acquired 100% percent of the issued capital of Maintec Ltd for total consideration of £3,928,417.
On 21 August 2024 the company acquired 100% percent of the issued capital of A.G.S Tech Limited for total consideration of £4,150,369.
On 21 August 2024 the company acquired 100% percent of the issued capital of HBS Fabrications Northwest Limited for total consideration of £209,745.
6
Subsidiaries
Details of the company's subsidiaries at 30 September 2024 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
ABCA Systems Limited
England & Wales
Ordinary
100.00
Tyneside Secuirty Limited
England & Wales
Ordinary
100.00
A.G.S Tech Limited
England & Wales
Ordinary
100.00
Maintec Ltd
England & Wales
Ordinary
100.00
HBS Fabrications Northwest Limited
England & Wales
Ordinary
100.00
ABCA SYSTEMS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
6
Subsidiaries
(Continued)
- 18 -
ABCA Systems Limited
The principal activity of ABCA Systems Limited is social housing service and maintenance, Sky installation for Sky Homes and private mechanical and electrical installation works. The registered office is Cobalt 8 14 Silver Fox Way, Cobalt Business Park, Newcastle Upon Tyne, Tyne And Wear, England, NE27 0QJ.
Tyneside Security Limited
The principal activity of Tyneside Security Limited is the installation, service and maintenance of intruder alarms, CCTV and fire alarms. The registered office is Cobalt 8 14 Silver Fox Way, Cobalt Business Park, Newcastle Upon Tyne, Tyne And Wear, England, NE27 0QJ.
A.G.S Tech Limited
The principal activity of A.G.S Tech Limited is providing individual electronic security solutions for a range of access needs. The registered office is 7 Capricorn Park, Blakewater Road, Blackburn, England, BB1 5QR.
Maintec Ltd
The principal activity of Maintec Ltd is provider of top-quality security and communications solutions for the Social Housing Sector. The registered office is Graham House, 27 Aughton Road, Southport, England, PR8 2AG.
HBS Fabrications Northwest Limited
The principal activity of HBS Fabrications Northwest Limited is the manufacture of robust security doors. The registered office is Cobalt 8 14 Silver Fox Way, Cobalt Business Park, Newcastle Upon Tyne, Tyne And Wear, England, NE27 0QJ.
7
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
35,172
Other debtors
4,961
985
40,133
985
8
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
1,630
Amounts owed to group undertakings
12,554,979
6,459,765
Other creditors
1,065,020
Accruals and deferred income
9,445
12,145
13,631,074
6,471,910
9
Creditors: amounts falling due after more than one year
2024
2023
£
£
Other creditors
1,278,023
ABCA SYSTEMS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 19 -
10
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of 1p each
3,495
3,495
35
35
A Ordinary of 1p each
500
500
5
5
B Ordinary of 1p each
1,010
1,010
10
10
C Ordinary of 1p each
1,000
1,000
10
10
6,005
6,005
60
60
11
Events after the reporting date
On the 16th October 2024 ABCA Systems Group Limited acquired the entire issued share capital of Citrus Group (NW) Ltd.
12
Ultimate controlling party
The company's immediate parent is ABCA Bidco Limited, incorporated in England & Wales.
The ultimate parent is ABCA Topco Limited, incorporated in England & Wales.
The most senior parent entity producing publicly available financial statements is ABCA Topco Limited. These financial statements are available upon request from Cobalt 8 14 Silver Fox Way, Cobalt Business Park, Newcastle Upon Tyne, Tyne And Wear, England, NE27 0QJ.
The ultimate controlling party is P J Miller.
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