Company registration number 13335937 (England and Wales)
ABCA TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
ABCA TOPCO LIMITED
COMPANY INFORMATION
Directors
Mr P A Batson
Mr P J Miller
Mr C L Scott
A Khanbhai
V Grinstead
P Soni
Secretary
P A Batson
Company number
13335937
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 TOPCO LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 9
Income statement
10
Group statement of financial position
11
Company statement of financial position
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 38
ABCA TOPCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 1 -

The directors present the strategic report for the year ended 30 September 2024.

Principal activities

The principal activity of the group is that of a holding company.

Review of the business

The board are pleased with the continued top line sales growth achieved by the group and its underlying trading companies during the year.

The underlying position of the group continues to remain strong, with an increased order book for the coming year putting the group in a strong position to further capitalise on and accelerate growth going forward.

During the year, the Group acquired three companies that operate in the sector, which expedites the groups growth plans.

The groups trading companies have benefitted from significant investment in people and systems to support delivering the highest level of service to existing and new customers. We aim to remain agile whilst delivering sustainable profit growth in the years ahead.

With the above considered along with the current trading performance, the board remain optimistic for the future.

Principal risks and uncertainties

From a macroeconomic perspective, the group is exposed to uncertainties related to the broader trading environment, such as inflationary pressures and government led changes to employment related costs, and the competitive industry in which it operates. The directors believe the company is well positioned to respond to potential risks.

The group also remains exposed to the UK interest rate and continues to review its funding structure and ways to optimise the costs borne with the benefits that are derived from investment.

Approved and authorised for issue by the Board on ....................... and signed on its behalf by:

Mr P J Miller
Director
23 May 2025
ABCA TOPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 2 -

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

Results and dividends

The results for the year are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr P A Batson
Mr P J Miller
Mr C L Scott
A Khanbhai
V Grinstead
P Soni
Financial instruments

 

Objectives and policies

 

The group finances its activities with a combination of bank loans, finance leases and hire purchase contracts, cash and short term deposits. Overdrafts are used to satisfy short term cash flow requirements. Other financial assets and liabilities, such as trade debtors and trade creditors, arise directly from the groups's operating activities.

 

Price risk, credit risk, liquidity risk and cash flow risk

 

Interest rate risk - The group invests surplus cash in a floating rate interest yielding bank deposit account. Term loans are entered into at floating interest rates. The group's interest income and expenses are therefore affected by movements in interest rates. The group does not undertake any hedging activity.

 

Credit risk - The group undertakes assessments of its customers in order to manage credit risk where there is a likelihood of default.

 

Liquidity risk - The group aims to mitigate risk by managing cash generated by its operations.

ABCA TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 3 -

Going concern

 

As at 30th September 2024 the group had net liabilities of £4,894,846. Notwithstanding this the financial statements have been prepared on a going concern basis.

 

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.

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

 

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

 

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

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.

Energy and carbon report
2024
2023
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
108,441
99,889
ABCA TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 4 -
2024
2023
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
18.23
18.31
- Fuel consumed for owned transport
-
-
18.23
18.31
Scope 2 - indirect emissions
- Electricity purchased
22.38
22.38
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the
23.62
16.19
Total gross emissions
64.23
56.88
Intensity ratio
Tonnes CO2 per full-time employee
0.24
0.24
Quantification and reporting methodology

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per full-time employee, the recommended ratio for the sector.

Measures taken to improve energy efficiency

At ABCA, we are committed to reduce our carbon footprint to achieve Net Zero carbon emissions by 2050, in line with the Government’s Net Zero Strategy. This commitment will be achieved by introducing more environmental measures in addition to the ones already adopted.

 

Emissions Reduction Targets

In order to continue our progress to achieve Net Zero, we have adopted the following carbon reduction targets.

Scope 1, Direct Energy Use

With a more structured Fleet Management in place, we have adopted a flexi-contract to allow us to change our fleet accordingly; with this is mind, we were able to decrease the number of light & medium vehicles to hybrid and invest in fully electric vehicles, with an increase of hybrid/electric cars from 11 in 2023 to 28 in 2024 – an increase from 7% to 18% of our fleet.

Scope 2, Indirect Energy Use

Indirect energy use at offices during 2024 remained the same as reported for 2023; however, for 2024, we are reporting for an additional office and one of our locations moved to different premises in June 2024. Therefore, there has been a decrease per office.

Scope 3, Indirect Energy Use (Hotel Stays & Homeworking)

This has increased, which is related to an increase in staff working remotely, from 7% in 2023 to 10 employees in 2024.

Based on current figures (152 vehicles included in our fleet), we project that carbon emissions will decrease over the next 5 years with the aim to reduce it to 6.7t CO2e by 2035 on fleet alone. This is related to an increase in hybrid and electric vehicles. This will represent a CO2e reduction of 66% compared to current figures.

ABCA TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 5 -

Carbon Reduction Projects

The following environmental management measures and projects have been implemented since the first carbon reduction plan was completed in 2024:

  • Consumables are sent to a centralised location, taking into account engineers’ location, to reduce unnecessary travels to our offices.

  • 75% of materials removed from site are returned to our stores for recycling.

  • Car sharing is adopted whenever possible, both when commuting to an office or site. When practical, use public transport, especially when commuting longer distances.

  • We reduce, whenever possible, face to face meetings and conduct more online meetings. By using platforms such as Microsoft Teams, we are able to reduce paper waste, meetings can be recorded and documents can be shared electronically.

  • We have adopted and increased work from home practices, whenever practical, or hybrid opportunities. We also have a desk rotation plan in place, allowing teams that are able to do so, to work from home at least 1 day per week – an increase of 3% to the same period in 2023.

  • We have increased the number of recycling bins, encouraging staff to be conscious of and actively reduce their carbon footprint.

 

In the future, in addition to the changes implemented above, we hope to implement further measures such as:

  • We will be increasing the number of hybrid/electrical vehicles in our fleet. Focusing on employees in managerial roles that require vehicle access – this represents a replacement of 15% of the current fleet with lower carbon footprint vehicles.

  • Increasing non-driver roles for field staff, where possible. Our current figures show that 29% of future vacancies will not require a vehicle.

  • We aim to increase the percentage of packaging that is recyclable to 100%.

  • We aim to increase the percentage of waste collected from site for recycling to 85%.

 

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 auditor of the company 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 auditor of the company is aware of that information.

Approved and authorised by the Board on 11 January 2023 and signed on its behalf:
Mr P J Miller
Director
23 May 2025
ABCA TOPCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 6 -

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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

ABCA TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ABCA TOPCO LIMITED
- 7 -
Opinion

We have audited the financial statements of ABCA Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2024 which comprise the group income statement, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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:

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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

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

Other information

The 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:

ABCA TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ABCA TOPCO LIMITED
- 8 -
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 their 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:

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 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 parent 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 TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ABCA TOPCO LIMITED
- 9 -

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:

 

 

Due to 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: Health and Safety; employment law (including the Working Time Directive); and 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.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an 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 members as a body, 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
23 May 2025
Chartered Accountants
Statutory Auditor
Bulman House
Regent Centre
Gosforth
Newcastle upon Tyne
NE3 3LS
ABCA TOPCO LIMITED
GROUP INCOME STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 10 -
2024
2023
Notes
£
£
Turnover
3
41,579,416
37,273,336
Cost of sales
(24,552,942)
(25,451,278)
Gross profit
17,026,474
11,822,058
Administrative expenses
(13,862,237)
(10,981,329)
Operating profit
4
3,164,237
840,729
Interest receivable and similar income
8
171
-
0
Interest payable and similar expenses
9
(2,570,405)
(2,165,501)
Profit/(loss) before taxation
594,003
(1,324,772)
Tax on profit/(loss)
10
(803,878)
(467,158)
Loss for the financial year
(209,875)
(1,791,930)
Loss for the financial year is all attributable to the owners of the parent company.

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 16 to 38 form part of these financial statements.

ABCA TOPCO LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
30 SEPTEMBER 2024
30 September 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
11
17,529,308
13,449,008
Tangible assets
12
428,737
292,709
17,958,045
13,741,717
Current assets
Stocks
15
3,113,442
1,874,073
Debtors
16
13,066,289
10,367,754
Cash at bank and in hand
2,465,932
3,301,119
18,645,663
15,542,946
Creditors: amounts falling due within one year
17
(13,086,853)
(11,031,855)
Net current assets
5,558,810
4,511,091
Total assets less current liabilities
23,516,855
18,252,808
Creditors: amounts falling due after more than one year
18
(28,385,527)
(22,937,788)
Provisions for liabilities
Deferred tax liability
20
26,174
-
0
(26,174)
-
Net liabilities
(4,894,846)
(4,684,980)
Capital and reserves
Called up share capital
22
902
893
Profit and loss reserves
(4,895,748)
(4,685,873)
Total equity
(4,894,846)
(4,684,980)

The notes on pages 16 to 38 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:
23 May 2025
Mr P J Miller
Director
Company registration number 13335937 (England and Wales)
ABCA TOPCO LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024
30 September 2024
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
13
1
1
Current assets
Debtors
16
17,404,732
16,629,330
Cash at bank and in hand
9
-
0
17,404,741
16,629,330
Creditors: amounts falling due within one year
17
(1,483,662)
(1,266,491)
Net current assets
15,921,079
15,362,839
Total assets less current liabilities
15,921,080
15,362,840
Creditors: amounts falling due after more than one year
18
(17,111,723)
(15,455,696)
Net liabilities
(1,190,643)
(92,856)
Capital and reserves
Called up share capital
22
902
893
Profit and loss reserves
(1,191,545)
(93,749)
Total equity
(1,190,643)
(92,856)

The notes on pages 16 to 38 form part of these financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £1,097,796 (2023 - £588,276 loss).

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:
23 May 2025
Mr P J Miller
Director
Company registration number 13335937 (England and Wales)
ABCA TOPCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 13 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 October 2022
913
(2,893,943)
(2,893,030)
Year ended 30 September 2023:
Loss and total comprehensive income
-
(1,791,930)
(1,791,930)
Other movements
(20)
-
(20)
Balance at 30 September 2023
893
(4,685,873)
(4,684,980)
Year ended 30 September 2024:
Loss and total comprehensive income
-
(209,875)
(209,875)
Other movements
9
-
9
Balance at 30 September 2024
902
(4,895,748)
(4,894,846)

The notes on pages 16 to 38 form part of these financial statements.

ABCA TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 14 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 October 2022
913
494,527
495,440
Year ended 30 September 2023:
Loss and total comprehensive income for the year
-
(588,276)
(588,276)
Other movements
(20)
-
(20)
Balance at 30 September 2023
893
(93,749)
(92,856)
Year ended 30 September 2024:
Profit and total comprehensive income
-
(1,097,796)
(1,097,796)
Other movements
9
-
9
Balance at 30 September 2024
902
(1,191,545)
(1,190,643)

The notes on pages 16 to 38 form part of these financial statements.

ABCA TOPCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 15 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
29
5,079,597
4,514,262
Interest paid
(2,647,564)
(2,165,501)
Income taxes paid
(414,460)
(234,455)
Net cash inflow from operating activities
2,017,573
2,114,306
Investing activities
Purchase of business
(7,769,251)
-
Net cash used in investing activities
(7,769,251)
-
Financing activities
Repayment of preference shares
-
1,361,593
Proceeds from new bank loans
4,028,000
500,000
Repayment of bank loans
888,491
(804,000)
Net cash generated from financing activities
4,916,491
1,057,593
Net (decrease)/increase in cash and cash equivalents
(835,187)
3,171,899
Cash and cash equivalents at beginning of year
3,301,119
129,220
Cash and cash equivalents at end of year
2,465,932
3,301,119

The notes on pages 16 to 38 form part of these financial statements.

ABCA TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 16 -
1
Accounting policies
11
Company information

ABCA Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Cobalt 8, 14 Silver Fox Way, Cobalt Business Park, Newcastle upon Tyne, England, NE27 0QJ.

 

The group consists of ABCA Topco Limited and all of its subsidiaries.

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.

The 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 for parent company information presented within the consolidated financial statements:

 

 

The parent company has taken advantage of the exemption available under paragraph 33.1A of FRS 102 and does not disclose related party transactions with members of the same group that are wholly owned.

 

The parent has applied the exemption contained in section 408 of the Companies Act 2006 and has not included its individual income statement.

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

ABCA TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company ABCA Topco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 30 September 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group statement of financial position at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

 

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination

ABCA TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.4
Going concern

Going concern

 

As at 30th September 2024 the group had net liabilities of £4,894,846. Notwithstanding this the financial statements have been prepared on a going concern basis.

 

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.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is ten years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

ABCA TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 19 -
1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold property
2% straight line
Plant and equipment
15% reducing balance
Fixtures and fittings
25% straight line
Computers
25-33% reducing balance
Motor vehicles
25% reducing balance
Office equipment
25% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

1.8
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. 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 group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

ABCA TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 20 -
1.9
Impairment of fixed assets

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

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.10
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.11
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 TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 21 -
1.12
Financial instruments

The group 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 group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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 group 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 group after deducting all of its liabilities.

ABCA TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 22 -
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 group's contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.14
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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

ABCA TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 23 -
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 if, and only if, there is 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.

1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.17
Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.18
Foreign exchange

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

1.19

Share capital

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.

1.20

Dividends

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.

ABCA TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 24 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Assessing indicators of impairment - In assessing whether there have been indicators of impairment of assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability.

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.

Bad debt provision

This is a specific provision made against specific customers based on the directors best belief of recoverability. The carrying amount is £xxx (2023 - £126,155).

Depreciation

Depreciation is calculated so as to write off the cost of an asset, less its residual value over the useful economic life of that asset. An estimate of the useful life of assets is detailed in the depreciation accounting policy. The carrying amount is £17,739 (2023 - £32,133).

Amortisation

Amortisation is calculated so as to write off the cost of an asset, less its residual value, over the useful economic life of that asset. An estimate of the estimated useful life of intangible assets is detailed in the amortisation accounting policy. The carrying amount is £1,806,661 (2023 - £1,767,542).

Useful life of goodwill

Management establishes a reliable estimate of the useful life of goodwill arising from business combinations. This estimate is based on a variety of factors such as the expected use of the acquired business, the expected useful life of the cash generating units to which goodwill is attributed, any legal, regulatory or contractual provisions that can limit the useful life and other assumptions that would be considered in respect of similar businesses. The carrying amount is £17,529,308 (2023 - £13,449,008).

ABCA TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 25 -
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Sale of goods
705,905
270,892
Service and maintenance sales
14,460,780
15,466,488
Installation sales
26,412,731
21,535,956
41,579,416
37,273,336
2024
2023
£
£
Turnover analysed by geographical market
UK
41,579,416
37,273,336
2024
2023
£
£
Other revenue
Interest income
171
-
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange gains
(445)
(689)
Depreciation of owned tangible fixed assets
17,739
32,133
Amortisation of intangible assets
1,832,338
1,767,542
Operating lease charges
641,376
553,601
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
13,000
12,000
Audit of the financial statements of the company's subsidiaries
58,400
55,000
71,400
67,000
ABCA TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 26 -
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
2024
2023
Number
Number
Production
114
104
Administration and support
142
119
Management
11
10
Total
267
233

Their aggregate remuneration comprised:

Group
2024
2023
£
£
Wages and salaries
10,584,029
8,828,774
Social security costs
931,012
760,687
Pension costs
196,778
172,822
11,711,819
9,762,283
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
703,570
643,248
Company pension contributions to defined contribution schemes
20,250
20,377
723,820
663,625
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
252,680
211,389
Company pension contributions to defined contribution schemes
10,250
10,000

The number of directors for whom retirement benefits are accruing under define contribution schemes accounted to 1 (2023 - 1).

ABCA TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 27 -
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
171
-
0
9
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
701,812
628,666
Other interest on financial liabilities
187,366
175,242
Interest on finance leases and hire purchase contracts
754
-
Other interest
1,680,473
1,361,593
Total finance costs
2,570,405
2,165,501
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
764,037
417,932
Adjustments in respect of prior periods
36,785
57,921
Total current tax
800,822
475,853
Deferred tax
Origination and reversal of timing differences
51,787
(7,654)
Changes in tax rates
-
0
(1,041)
Previously unrecognised tax loss, tax credit or timing difference
(48,731)
-
0
Total deferred tax
3,056
(8,695)
Total tax charge
803,878
467,158
ABCA TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
10
Taxation
(Continued)
- 28 -

The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit/(loss) before taxation
594,003
(1,324,772)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2023: 22.01%)
148,501
(291,590)
Tax effect of expenses that are not deductible in determining taxable profit
880,167
697,584
Tax effect of income not taxable in determining taxable profit
(215,424)
(32)
Adjustments in respect of prior years
(11,946)
57,921
Other permanent differences
2,580
2,655
Deferred tax credit relating to changes in tax rates or laws
-
0
(1,041)
Tax decrease from changes in tax provisions due to legislation
-
0
1,661
Taxation charge
803,878
467,158
11
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 October 2023
17,675,415
Additions - business combinations
5,912,638
At 30 September 2024
23,588,053
Amortisation and impairment
At 1 October 2023
4,226,407
Amortisation charged for the year
1,832,338
At 30 September 2024
6,058,745
Carrying amount
At 30 September 2024
17,529,308
At 30 September 2023
13,449,008
The company had no intangible fixed assets at 30 September 2024 or 30 September 2023.
ABCA TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 29 -
12
Tangible fixed assets
Group
Freehold property
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 October 2023
321,970
-
0
53,394
-
0
-
0
375,364
Business combinations
-
0
61,822
106,417
71,961
121,948
362,148
At 30 September 2024
321,970
61,822
159,811
71,961
121,948
737,512
Depreciation and impairment
At 1 October 2023
29,261
-
0
53,394
-
0
-
0
82,655
Depreciation charged in the year
14,519
539
906
361
1,414
17,739
Business combinations
-
0
23,570
43,918
63,688
77,205
208,381
At 30 September 2024
43,780
24,109
98,218
64,049
78,619
308,775
Carrying amount
At 30 September 2024
278,190
37,713
61,593
7,912
43,329
428,737
At 30 September 2023
292,709
-
0
-
0
-
0
-
0
292,709
The company had no tangible fixed assets at 30 September 2024 or 30 September 2023.
13
Fixed asset investments
Company
2024
2023
Notes
£
£
Investments in subsidiaries
14
1
1
1
1
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 October 2023 and 30 September 2024
1
Carrying amount
At 30 September 2024
1
At 30 September 2023
1
ABCA TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 30 -
14
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
Indirect
ABCA Bidco Limited
Unit 24 Mylord Crescent, Camperdown Industrial Estate, Killingworth, Newcastle upon Tyne, NE12 5UJ
Ordinary
100.00
-
ABCA Systems Group Limited
Unit 24 Mylord Crescent, Camperdown Industrial Estate, Killingworth, Newcastle upon Tyne, NE12 5UJ
Ordinary
0
100.00
ABCA Systems Limited
Unit 24 Mylord Crescent, Camperdown Industrial Estate, Killingworth, Newcastle upon Tyne, NE12 5UJ
Ordinary
0
100.00
Tyneside Security Limited
Unit 24 Mylord Crescent, Camperdown Industrial Estate, Killingworth, Newcastle upon Tyne, NE12 5UJ
Ordinary
0
100.00
A.G.S Tech Limited
7 Capricorn Park, Blakewater Road, Blackburn, England, BB1 5QR
Ordinary
0
100.00
Maintec Ltd
Graham House, 27 Aughton Road, Southport, England, PR8 2AG
Ordinary
0
100.00
HBS Fabrications Northwest Limited
Cobalt 8, 14 Silver Fox Way, Cobalt Business Park, Newcastle upon Tyne, England, NE27 0QJ
Ordinary
0
100.00

The principal activity of ABCA Bidco Limited is that of a holding company.

 

ABCA Systems Group Limited is a wholly owned subsidiary of ABCA Bidco Limited.

 

ABCA Systems Limited, Tyneside Security Limited, A.G.S Tech Limited, Maintec Ltd and HBS Fabrications Northwest Limited are wholly owned subsidiaries of ABCA Systems Group Limited. Their principal activities are as follows:

 

Tyneside Security Limited, A.G.S Tech Limited, Maintec Ltd and HBS Fabrications Northwest Limited are exempt from the requirement of a full audit of its financial statements following a guarantee given by ABCA Topco Limited.

15
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Work in progress
252,418
-
-
-
Finished goods and goods for resale
2,861,024
1,874,073
-
0
-
0
3,113,442
1,874,073
-
-
ABCA TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 31 -
16
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
7,957,058
6,565,223
-
0
-
0
Amounts owed by group undertakings
-
-
17,404,712
7,024,999
Other debtors
534,595
542,943
20
20
Prepayments and accrued income
4,554,852
3,236,748
-
0
-
0
13,046,505
10,344,914
17,404,732
7,025,019
Deferred tax asset (note 20)
19,784
22,840
-
0
-
0
13,066,289
10,367,754
17,404,732
7,025,019
Amounts falling due after more than one year:
Amounts owed by group undertakings
-
-
-
9,604,311
Total debtors
13,066,289
10,367,754
17,404,732
16,629,330

The amounts owed by group undertaking classified as non current, comprise of loan notes and associated interest which are redeemable by 12 May 2027.

 

17
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
19
2,372,000
1,572,000
-
0
-
0
Trade creditors
4,924,447
4,921,808
5,760
-
0
Amounts owed to group undertakings
-
0
-
0
1,276,668
1,266,491
Corporation tax payable
904,663
544,475
187,539
-
0
Other taxation and social security
1,343,092
1,666,963
-
-
Other creditors
1,737,514
154,003
-
0
-
0
Accruals and deferred income
1,805,137
2,172,606
13,695
-
0
13,086,853
11,031,855
1,483,662
1,266,491
ABCA TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 32 -
18
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
19
8,780,000
5,552,000
-
0
-
0
Redeemable preference shares
19
17,111,723
15,455,696
17,111,723
15,455,696
Directors loan accounts
1,215,781
1,930,092
-
0
-
0
Other creditors
1,278,023
-
0
-
0
-
0
28,385,527
22,937,788
17,111,723
15,455,696
19
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
11,152,000
7,124,000
-
0
-
0
Redeemable preference shares
17,111,723
15,455,696
17,111,723
15,455,696
28,263,723
22,579,696
17,111,723
15,455,696
Payable within one year
2,372,000
1,572,000
-
0
-
0
Payable after one year
25,891,723
21,007,696
17,111,723
15,455,696

There are 2 ongoing bank loans all being denominated in Sterling.

 

The first loan is for £2,152,000 (2023 - £3,224,000) and attracts interest at 4.25% above the Bank of England's bank rate per annum. The final repayment is due in May 2026.

 

The second loan is for £9,000,000 (2023 - £3,400,00) and attracts interest at a rate of 4.75% above the Bank of England's bank rate per annum. The loan in repayable in one lump sum by May 2026.

 

A third loan was repaid in the year (2023 - £500,000) and attracted interest at a rate of 4.25% above the Bank of England's rate per annum.

 

These loans are secured by a fixed and floating charge of the assets of the group.

 

There is 1 ongoing unsecured directors loan.

 

The first loan is for £1,200,000 (2023 - £1,200,000) and attracts interest at a rate of 7% above the Bank of England's base rate per annum. The loan and upaid interest is repayable in one lump sum by October 2026.

 

A second loan was repaid in the year (2023 - £500,000) and attracted interest at a rate of 9% above the Bank of England's base rate per annum.

 

During the period, £888,490 was repaid to P Miller in relation to the above loans which consisted of both capital and accrued interest amounts.

 

The redeemable preference shares accrue interest at 10% per annum and is compounded annually.

ABCA TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 33 -
20
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£
£
£
£
Fixed asset timing differences
26,174
-
(4,480)
(5,267)
Short asset timing differences
-
-
4,674
8,517
Losses
-
-
19,590
19,590
26,174
-
19,784
22,840
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Asset at 1 October 2023
(22,840)
-
Charge to profit or loss
29,230
-
Liability at 30 September 2024
6,390
-
21
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
196,778
172,822

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

 

Contributions totalling £38,428 (2023 - £34,067) were payable to the scheme at the end of the year and are included in creditors.

ABCA TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 34 -
22
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A of 10p each
3,415
3,415
342
342
Ordinary B of 10p each
5,310
5,310
531
531
Ordinary C of 10p each
200
200
29
20
8,925
8,925
902
893
23
Reserves

Called up share capital

This represents the nominal value of shares that have been issued.

 

Profit and loss account

This reserve records retained earnings and accumulated losses.

24
Acquisition of a business

On 21 August 2024 the group acquired 100% of the issued share capital of Maintec Ltd.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
36,511
-
36,511
Inventories
469,000
-
469,000
Trade and other receivables
1,492,521
-
1,492,521
Cash and cash equivalents
235,333
-
235,333
Trade and other payables
(937,501)
-
(937,501)
Total identifiable net assets
1,295,864
-
1,295,864
Goodwill
2,632,553
Total consideration
3,928,417
The consideration was satisfied by:
£
Cash
2,612,035
Directly attributable costs
121,594
Repayment of Director loan accounts
90,743
Contingent consideration
1,104,045
3,928,417
ABCA TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
24
Acquisition of a business
(Continued)
- 35 -
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
546,251
Profit after tax
99,893

On 21 August 2024 the group acquired 100% of the issued share capital of A.G.S Tech Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
74,973
-
74,973
Trade and other receivables
1,248,959
-
1,248,959
Cash and cash equivalents
222,504
-
222,504
Trade and other payables
(713,466)
-
(713,466)
Total identifiable net assets
832,970
-
832,970
Goodwill
3,317,399
Total consideration
4,150,369
The consideration was satisfied by:
£
Cash
2,700,235
Directly attributable costs
125,700
Repayment of Director loan accounts
85,436
Contingent consideration
1,238,998
4,150,369
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
756,752
Profit after tax
688,676
ABCA TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
24
Acquisition of a business
(Continued)
- 36 -

On 21 August 2024 the group acquired 100% of the issued share capital of HBS Fabrications Northwest Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
42,286
-
42,286
Inventories
18,698
-
18,698
Trade and other receivables
382,439
-
382,439
Cash and cash equivalents
61,444
-
61,444
Trade and other payables
(257,807)
-
(257,807)
Total identifiable net assets
247,060
-
247,060
Goodwill
(37,314)
Total consideration
209,746
The consideration was satisfied by:
£
Cash
194,138
Directly attributable costs
9,037
Repayment of Director loan accounts
6,571
209,746
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
174,792
Profit after tax
73,125
ABCA TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 37 -
25
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
495,170
251,440
-
-
Between two and five years
701,071
203,811
-
-
In over five years
504,000
-
-
-
1,700,241
455,251
-
-
26
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.

ABCA TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 38 -
27
Related party transactions
Transactions with related parties

4Way Recruitment Limited is a related party by virtue of having common key management personnel. During the year the group made purchases totalling £33,039 (2023 - £32,623). At the year-end £5,040 (2023 - £22,873) is owed to 4Way Recruitment Limited and is included within other creditors.

 

4Way Property Limited is a related party by virtue of having common directors. At the year-end £nil (2023 - £8,600) is owed by 4Way Property Limited and is included within other debtors.

 

Eachwick Property Investments Limited is a related party by virtue of having common directors. During the year the group made sales of £nil (2023 - £40). At the year end £nil (2023 - £48) is owed by Eachwick Property Investments Limited and is included within trade debtors.

The company undertook related party transactions with wholly owned members of the ABCA Topco Limited group during the period and has taken the exemption from disclosure of these transactions available under paragraph 33.1A of FRS 102.

28
Controlling party

The ultimate controlling party is P J Miller.

29
Cash generated from group operations
2024
2023
£
£
Loss for the year after tax
(209,875)
(1,791,930)
Adjustments for:
Taxation charged
803,878
467,158
Finance costs
2,570,405
2,165,501
Investment income
(171)
-
0
Amortisation and impairment of intangible assets
1,832,338
1,767,542
Depreciation and impairment of tangible fixed assets
17,739
32,133
Movements in working capital:
Decrease in stocks
751,671
579,314
Increase in debtors
(422,329)
(2,241,731)
(Decrease)/increase in creditors
(264,059)
3,536,275
Cash generated from operations
5,079,597
4,514,262
30
Analysis of changes in net debt - group
1 October 2023
Cash flows
30 September 2024
£
£
£
Cash at bank and in hand
3,301,119
(835,187)
2,465,932
Borrowings excluding overdrafts
(22,579,696)
(5,684,027)
(28,263,723)
(19,278,577)
(6,519,214)
(25,797,791)
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