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Registered Number:15873566











PRECON HOLDINGS LIMITED






ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024











 
PRECON HOLDINGS LIMITED
 

 
COMPANY INFORMATION


Directors
Mr A T Hawes (appointed 6 November 2024)
Mr J M Green (appointed 6 November 2024)
Mr M D Philpot (appointed 3 August 2024)
Mr L K O'Sullivan (appointed 6 November 2024)
Mrs F J Whitehead (appointed 6 November 2024)
Mr C Wicks (appointed 1 January 2025)




Registered number
15873566



Registered office
Fitzroy House
Crown Street

Ipswich

Suffolk

IP1 3LG




Independent auditors
Sumer Auditco Limited

Fitzroy House

Crown Street

Ipswich

Suffolk

IP1 3LG






 
PRECON HOLDINGS LIMITED
 


CONTENTS



Page
Group Strategic Report
1 - 3
Directors' Report
4 - 6
Independent Auditors' Report
7 - 11
Consolidated Statement of Comprehensive Income
12
Consolidated Balance Sheet
13 - 14
Company Balance Sheet
15
Consolidated Statement of Changes in Equity
16
Company Statement of Changes in Equity
17
Consolidated Statement of Cash Flows
18 - 19
Consolidated Analysis of Net Debt
20
Notes to the Financial Statements
21 - 43



 
PRECON HOLDINGS LIMITED
 

 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Business review
 
The directors present the Strategic Report for the 12 months to 31 December 2024. 
Introducing a Group structure will allow the directors to pursue a number of business development opportunities whilst mitigating the financial risk to Precon Products Limited. 
As the leader in its sector the Group has faced strong competition from new smaller companies entering the market. In response the Group constantly reviews its own product mix with a focus on maintaining the gross margin and a positive cash flow. This process has enabled the Group to embrace the challenges presented by 2024, which included the ongoing inflationary pressures and supply chain issues. It is anticipated that the ongoing investment in the ERP system and staff training will provide a base from which the business will be able thrive whilst navigating these unpredictable times. 
The net assets of the business grew to £15.6m (2023: £15.1m), with a minimal debt requirement.

Principal risks and uncertainties
 
The key risks to the Group include, but are not limited to, compliance with legislative and regulatory requirements including environmental and litigation failures, business continuity and actions of customers, suppliers and competitors. 

Financial risk management policies

The directors regularly review and manage the financial risk management objectives and policies associated with
the Group's activities. The Group's principal financial instruments include instruments to manage credit
risk and price risk.
Credit risk
All customers trading on credit terms are subject to detailed credit verification procedures, with key debts being insured in the event of failure to pay. 
Price risk
The price volatility over the last 2 years has been actively managed through forward planning of imports, use of forward exchange contracts and the maintenance of pre agreed payment terms. 

Financial key performance indicators
 
The key performance measures of the company are:
                                  Year ended                  Year ended
                                31 December 2024  31 December 2023
Sales £’000’s   81,066  77,887
Gross profit margin   24.69%  23.83%
Net Current Assets £’000’s 13,753  13,497
 Working capital management is closely monitored through stock ageing, debtor days and creditor days. 


- 1 -



 
PRECON HOLDINGS LIMITED
 


GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Other key performance indicators
 
The Group considers its non-financial key performance indicator to be staff retention rate. During the period this was 85.29% (2023 – 84.71%). 

Directors' statement of compliance with duty to promote the success of the Group
 
The directors set out their section 172(1) statement in accordance with the Companies Act 2006 in relation to
stakeholder engagement for the year ended 31 December 2024.
Stakeholder engagement
The directors consider the shareholders, employees, customers and suppliers to be the group’s core stakeholders. We aim to develop strong, stable and profitable long term relationships with all our stakeholders through open and honest communications. 
This engagement with key stakeholders can be summarised as follows:
Customers
The Group maintains a broad range of customers with many of these relationships having been in place for many years. The objective of the group is to communicate openly with our customers and maintain high service levels. 
Suppliers
A broad, strong and reliable supplier base is essential to the continued success of the business. Our practices and systems are being constantly monitored to ensure the suppliers are treated fairly. We aim to always pay our suppliers according to their terms. 
Employees
The strength of the business relies on attracting, retaining and motivating our employees. As a forward looking company the aim is to ensure that the employees are equipped with the necessary skills and knowledge to thrive as the business develops. Our employees are generously rewarded and ensure all employees are informed of all significant future developments. 
Community Environment
Community involvement is an important aspect of the business and decisions are made which are sensitive to the impact on the community. Examples of the community support provided include the provision of a Blood Bike and support of the local football team. 
Environment
The group has achieved carbon neutral status. As part of this process we commissioned a review of the group’s total carbon footprint with the purpose of offsetting the total organisation emissions.  As an independent supplier of construction products in the UK it was identified that the main emissions occurred via third party inbound delivery of goods.


 

- 2 -



 
PRECON HOLDINGS LIMITED
 


GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Internally a number of initiatives have been introduced to assist in the further reduction of our emissions, examples include:
1. Continuing to increase the number of fully electric/hybrid vehicles;
2. Implementation of new ERP system to move towards paperless office;
3. Ongoing replacement old IT equipment; and
4. Installation of energy efficient LED’s  


This report was approved by the board on 5 June 2025 and signed on its behalf.



Mr M D Philpot
Director


- 3 -



 
PRECON HOLDINGS LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The Company was incorporated on the 3 August 2024 and in accordance with accounting policy 2.3 the directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £2,319,987 (2023 - £2,189,377).

Particulars of dividends can be found in note 11.

Directors

The directors who served during the year were:

Mr A T Hawes (appointed 6 November 2024)
Mr J M Green (appointed 6 November 2024)
Mr M D Philpot (appointed 3 August 2024)
Mr L K O'Sullivan (appointed 6 November 2024)
Mrs F J Whitehead (appointed 6 November 2024)

The directors have professional indemnity insurance as part of a directors' and officers' professional indemnity insurance policy.

 

- 4 -



 
PRECON HOLDINGS LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024


Charitable donations
During the year the Group made charitable donations of £29,330 (2023 - £30,508).

Future developments

The Group continues to invest to strengthen its position in the market place.

Financial instruments

The financial risk management objectives of the Company and it's exposure to credit risk and liquidity risk have been disclosed in the Strategic Report.

Engagement with suppliers, customers and others

Details of the Group's engagement with suppliers, customers and others have been disclosed in the Strategic Report.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group's greenhouse gas emissions and energy consumption (disclosed in kwh) for the year are
Electricity  334,734
Transport fuel 362,384
Mandatory greenhouse gas emissions report by scope
       
Unit   Total 
Scope 1
Energy consumption owned road vehicles  tC02c  295
Scope 2
Electricity and gas consumption    tCO2c  68
Total Emissions     tCO2c  363
Net operating income     £'000  3,158
Intensity Ratio (emissions/net operating income)  0.11

Greenhouse gas emissions are calculated in alignment with records used for the production of these financial statements. We have used emission factors from BEIS’s “Greenhouse gas reporting: conversion factors 2020” to calculate our Scope 1 & 2 emissions. All emissions are required under the Companies Act 2006 are included where stated and include Scope 1 (direct emissions from road vehicles owned by the company) and Scope 2 (indirect emissions from purchased electricity).
The measures we have taken during the year to increase energy efficiency include acquiring further hybrid cars
that have fewer emissions than previous fossil fuel cars.






- 5 -



 
PRECON HOLDINGS LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsSumer Auditco Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 5 June 2025 and signed on its behalf.
 





Mr M D Philpot
Director


- 6 -



 
PRECON HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PRECON HOLDINGS LIMITED

Opinion


We have audited the financial statements of Precon Holdings Limited (the 'parent Company') and its subsidiary (together the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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



- 7 -



 
PRECON HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PRECON HOLDINGS LIMITED (CONTINUED)

Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.



- 8 -



 
PRECON HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PRECON HOLDINGS LIMITED (CONTINUED)

Responsibilities of directors
 

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


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.



- 9 -



 
PRECON HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PRECON HOLDINGS LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial experience and through discussions and enquiries of directors and management. During the engagement team briefing, the outcomes of these discussions were shared with the team, as well as consideration as to where and how fraud may occur in the Company.
The following laws and regulations were identified as being of significance to the Company:
• Those laws and regulations considered to have a direct effect on the financial statements including UK financial reporting standards and UK Company Law.
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the Company complies with such regulations; enquiries of management and those charged with governance concerning any actual or potential litigation or claims, inspection of relevant legal documentation, review of board minutes, testing of journal entries, performance of analytical review to identify any unexpected movements in account balances which may be indicative of fraud.
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).


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


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.



- 10 -



 
PRECON HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PRECON HOLDINGS LIMITED (CONTINUED)




Steven Burgess (Senior Statutory Auditor)
  
for and on behalf of
Sumer Auditco Limited
 
Fitzroy House
Crown Street
Ipswich
Suffolk
IP1 3LG

10 June 2025

- 11 -



 
PRECON HOLDINGS LIMITED
 

 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

Turnover
 4 
81,065,839
77,887,499

Cost of sales
  
(61,052,522)
(59,326,071)

Gross profit
  
20,013,317
18,561,428

Distribution costs
  
(6,825,336)
(6,682,946)

Administrative expenses
  
(10,194,552)
(9,087,737)

Other operating income
 5 
164,166
99,867

Operating profit
 6 
3,157,595
2,890,612

Tax on profit
 10 
(837,608)
(701,235)

Profit for the financial year
  
2,319,987
2,189,377

Profit for the year attributable to:
  

Owners of the parent Company
  
2,319,987
2,189,377

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

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 21 to 43 form part of these financial statements.


- 12 -



 
PRECON HOLDINGS LIMITED
REGISTERED NUMBER:15873566


CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 12 
46,485
71,480

Tangible assets
 13 
2,871,554
1,942,383

  
2,918,039
2,013,863

Current assets
  

Stocks
 15 
8,477,054
7,382,224

Debtors: amounts falling due within one year
 16 
12,998,951
13,804,616

Cash at bank and in hand
 17 
6,206,230
5,563,075

  
27,682,235
26,749,915

Creditors: amounts falling due within one year
 18 
(13,929,134)
(13,252,299)

Net current assets
  
 
 
13,753,101
 
 
13,497,616

Total assets less current liabilities
  
16,671,140
15,511,479

Creditors: amounts falling due after more than one year
 19 
(634,517)
(170,339)

Provisions for liabilities
  

Deferred taxation
 21 
(412,249)
(266,751)

  
 
 
(412,249)
 
 
(266,751)

Net assets
  
15,624,374
15,074,389


- 13 -



 
PRECON HOLDINGS LIMITED
REGISTERED NUMBER:15873566

    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Capital and reserves
  

Called up share capital 
  
100
100

Other reserves
 23 
-
62,820

Merger reserve
 23 
15,074,289
-

Profit and loss account
 23 
549,985
15,011,469

Equity attributable to owners of the parent Company
  
15,624,374
15,074,389


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 5 June 2025.




Mr M D Philpot
Director

The notes on pages 21 to 43 form part of these financial statements.


- 14 -



 
PRECON HOLDINGS LIMITED
REGISTERED NUMBER:15873566


COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 14 
100
-

  
100
-

Current assets
  

Cash at bank and in hand
 17 
1,180,884
-

  
1,180,884
-

Creditors: amounts falling due within one year
 18 
(50)
-

Net current assets
  
 
 
1,180,834
 
 
-

Total assets less current liabilities
  
1,180,934
-

  

  

Net assets
  
1,180,934
-


Capital and reserves
  

Called up share capital 
  
100
-

Profit for the year
  
1,300,000
-

Other changes in the profit and loss account

  

(119,166)
-

Profit and loss account carried forward
  
1,180,834
-

  
1,180,934
-


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 5 June 2025.


Mr M D Philpot
Director

The notes on pages 21 to 43 form part of these financial statements.


- 15 -



 
PRECON HOLDINGS LIMITED
 


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Other reserves
Merger reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 January 2023
100
62,820
-
14,281,146
14,344,066



Profit for the year
-
-
-
2,189,377
2,189,377

Dividends: Equity capital
-
-
-
(1,459,054)
(1,459,054)



At 1 January 2024
100
62,820
-
15,011,469
15,074,389



Profit for the year
-
-
-
2,319,987
2,319,987

Dividends: Equity capital
-
-
-
(1,770,002)
(1,770,002)

Merger relief on acquisition of subsidiary
-
(62,820)
15,074,289
(15,011,469)
-


At 31 December 2024
100
-
15,074,289
549,985
15,624,374


The notes on pages 21 to 43 form part of these financial statements.


- 16 -



 
PRECON HOLDINGS LIMITED
 


COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£




Profit for the year
-
1,300,000
1,300,000

Dividends: Equity capital
-
(119,166)
(119,166)

Shares issued during the year
100
-
100


At 31 December 2024
100
1,180,834
1,180,934


The notes on pages 21 to 43 form part of these financial statements.


- 17 -



 
PRECON HOLDINGS LIMITED
 


CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
2,319,987
2,189,377

Adjustments for:

Amortisation of intangible assets
24,995
23,112

Depreciation of tangible assets
615,268
408,747

Loss on disposal of tangible assets
15,095
12,483

Taxation charge
837,608
701,235

(Increase)/decrease in stocks
(1,094,830)
1,782,007

Decrease in debtors
805,665
1,563,018

Increase/(decrease) in creditors
800,783
(4,178,746)

Corporation tax (paid)
(706,481)
(558,617)

Net cash generated from operating activities

3,618,090
1,942,616


Cash flows from investing activities

Purchase of intangible fixed assets
-
(13,807)

Purchase of tangible fixed assets
(678,023)
(864,311)

Sale of tangible fixed assets
129,954
37,362

Net cash from investing activities

(548,069)
(840,756)

Cash flows from financing activities

(Repayment of)/new finance leases
(439,589)
211,451

Loans due from/(repaid to) directors
(217,275)
(814,801)

Dividends paid
(1,770,002)
(1,459,054)

Net cash used in financing activities
(2,426,866)
(2,062,404)

Net increase/(decrease) in cash and cash equivalents
643,155
(960,544)

Cash and cash equivalents at beginning of year
5,563,075
6,523,619

Cash and cash equivalents at the end of year
6,206,230
5,563,075


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
6,206,230
5,563,075

6,206,230
5,563,075



- 18 -



 
PRECON HOLDINGS LIMITED
 

The notes on pages 21 to 43 form part of these financial statements.


- 19 -



 
PRECON HOLDINGS LIMITED
 


CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2024




At 1 January 2024
Cash flows
At 31 December 2024
£

£

£

Cash at bank and in hand

5,563,075

643,155

6,206,230

Debt due within 1 year

(300,529)

217,275

(83,254)

Finance leases

(406,138)

(571,876)

(978,014)


4,856,408
288,554
5,144,962

The notes on pages 21 to 43 form part of these financial statements.


- 20 -



 
PRECON HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

Precon Holdings Limited was incorporated on 3 August 2024.  
Precon Holdings Limited is the parent company of a group of companies (the "Group") limited by shares and incorporated and domiciled in England and Wales. 
The address of the registered office is Fitzroy House, Crown Street, Ipswich, Suffolk, IP1 3LG however the trading activities are carried out at the Group's depots.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

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

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

The parent company is included in the consolidated financial statements and is considered to be a qualifying entity under FRS102 paragraphs 1.8 to 1.12. The disclosure exemptions from preparing a separate parent company statement of cash flows and making certain disclosures in respect of financial instruments have been applied. 

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Precon Holdings Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 31 December 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 are 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.


- 21 -



 
PRECON HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

  
2.3

Business combinations

On 6 November 2024 Precon Holdings Limited acquired 100% percent of the issued capital of Precon Products Limited by way of a share for share exchange resulting in a group reconstruction.
Most acquisitions under FRS102 are accounted for using the purchase method. This would have resulted in all the separable assets and liabilities as at 6 November 2024 being recorded at their fair values, substantial goodwill and amortisation charges arising and only post group reconstruction results of Precon Products Limited being reported in the consolidated profit and loss account.
The directors do not believe that this would have given a true and fair view of the state of affairs of the group and of its results as, in substance, the transfer of the ownership represents a group reconstruction whereby the ultimate equity holders remain the same, and the rights of each equity holder relative to others, are unchanged. Consequently the reconstruction has been accounted for using merger accounting principles. The directors consider that this is necessary in in order to meet the overriding requirement of the Companies Act 2006 to show a true and fair view. The directors consider that is not practical to quantify this departure from the principles of the purchase method.
Assets and liabilities have not been restated to fair value. The results and cashflows for the year ended 31 December 2024 have been brought into the accounts from the 1 January 2024. The comparatives for the year ended 31 December 2023 have been combined.

 
2.4

Going concern

The Group has a strong financial position at the balance sheet date and has continued to perform strongly since the year-end. The directors have made enquiries, reviewed the cashflow forecasts and believe that the Group will be able to continue to trade and meet its liabilities for 12 months from the expected date of approval of these financial statements. Accordingly the financial statements are prepared on a going concern basis.

 
2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

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

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Profit and Loss Account. 


- 22 -



 
PRECON HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.6

Revenue

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Turnover from the sale of goods is recognised when they are dispatched. 

 
2.7

Operating leases: the Group as lessee

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

 
2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

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


- 23 -



 
PRECON HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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


 
2.10

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Software
-
4
years

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.


- 24 -



 
PRECON HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.11
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on either a straight line or reducing balance basis.

Depreciation is provided on the following basis:

Short-term leasehold property
-
Over the period of the lease
Plant and machinery
-
25%
Reducing balance
Motor vehicles
-
25%
Reducing balance
Office equipment
-
25%
Reducing balance
Computer equipment
-
33%
Straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on an average basis. 

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

 
2.14

Debtors

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

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.




- 25 -



 
PRECON HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.16

Creditors

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

 
2.17

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance Sheet when the Group 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the

- 26 -



 
PRECON HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.17
Financial instruments (continued)

contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

 
2.18

Dividends

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


- 27 -



 
PRECON HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.


Judgments in applying accounting policies 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 items in the financial statements where estimates and underlying assumptions have been made include useful economic lives and impairment of fixed assets as well as recoverability of trade debtors, these 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 past periods. 


4.


Turnover

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


2024
2023
£
£

Sales from goods
81,065,839
77,887,499


Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
80,432,718
77,160,910

Rest of Europe
633,121
726,589



5.


Other operating income

2024
2023
£
£

Other operating income
164,166
99,867



- 28 -



 
PRECON HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

6.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Depreciation and amortisation
640,263
408,709

Exchange differences
(5,507)
(4,126)

Other operating lease rentals
1,013,802
861,413

Share-based payment
15,095
12,483


7.


Auditors' remuneration

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


2024
2023
£
£

Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
5,500
-

Fees payable to the Company's auditors and their associates in respect of:

Other services relating to taxation
2,625
1,450

Other services relating to payroll
864
6,340

Other services relating to accounts preparation
8,650
2,450

Subsidiary audit
15,750
14,150


- 29 -



 
PRECON HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Employees

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


Group
Group
2024
2023
£
£


Wages and salaries
4,136,690
3,763,743

Social security costs
546,513
514,166

Cost of defined contribution scheme
239,824
279,617

4,923,027
4,557,526


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


        2024
        2023
            No.
            No.







Management and Office Staff
69
62



Sales and distribution
44
40

113
102

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

9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
596,083
578,594

Group contributions to defined contribution pension schemes
50,000
113,933

646,083
692,527


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

The highest paid director received remuneration of £220,639 (2023 - £189,489).
The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £10,000 
(2023 - £4,000).


- 30 -



 
PRECON HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

10.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
692,488
677,274

Adjustments in respect of previous periods
(378)
-


Total current tax
692,110
677,274

Deferred tax


Origination and reversal of timing differences
145,498
23,961

Total deferred tax
145,498
23,961


Tax on profit
837,608
701,235

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52   %). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
3,157,595
2,890,612


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52   %)
789,399
679,872

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
42,441
18,599

Capital allowances for year in excess of depreciation
-
2,540

Change in tax rate
-
224

Adjustments to tax charge in respect of prior periods
5,768
-

Total tax charge for the year
837,608
701,235


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


- 31 -



 
PRECON HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

11.


Dividends

2024
2023
£
£


Dividends paid on equity capital
1,770,002
1,459,054

1,770,002
1,459,054


12.


Intangible assets

Group




Computer software

£



Cost


At 1 January 2024
99,978



At 31 December 2024

99,978



Amortisation


At 1 January 2024
28,498


Charge for the year on owned assets
24,995



At 31 December 2024

53,493



Net book value



At 31 December 2024
46,485




- 32 -



 
PRECON HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Tangible fixed assets

Group






Short-term leasehold property
Plant and machinery
Motor vehicles
Office equipment
Computer equipment
Total

£
£
£
£
£
£



Cost or valuation


At 1 January 2024
647,825
1,334,176
996,820
37,984
117,116
3,133,921


Additions
9,454
91,166
1,557,876
6,920
24,072
1,689,488


Disposals
-
-
(226,033)
-
-
(226,033)



At 31 December 2024

657,279
1,425,342
2,328,663
44,904
141,188
4,597,376



Depreciation


At 1 January 2024
139,439
610,099
354,275
23,465
64,260
1,191,538


Charge for the year on owned assets
93,384
175,990
310,278
3,878
31,738
615,268


Disposals
-
-
(80,984)
-
-
(80,984)



At 31 December 2024

232,823
786,089
583,569
27,343
95,998
1,725,822



Net book value



At 31 December 2024
424,456
639,253
1,745,094
17,561
45,190
2,871,554



At 31 December 2023
508,386
724,077
642,545
14,519
52,856
1,942,383

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2024
2023
£
£



Plant and machinery
73,639
168,948

Motor vehicles
1,040,883
342,693

1,114,522
511,641

- 33 -



 
PRECON HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

           13.Tangible fixed assets (continued)



- 34 -



 
PRECON HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


Additions
100



At 31 December 2024
100




The group reconstruction took place on 15 November 2024.


Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Precon Products Ltd
Fitzroy House, Crown Street, Ipswich, Suffolk, IP1 3LG
Ordinary
100%

The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)

Precon Products Ltd
15,281,148
3,157,595


15.


Stocks

Group
Group
2024
2023
£
£

Finished goods and goods for resale
8,477,054
7,382,224

8,477,054
7,382,224



- 35 -



 
PRECON HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

16.


Debtors

Group
Group
2024
2023
£
£


Trade debtors
10,603,776
11,744,259

Other debtors
6,617
205,788

Prepayments and accrued income
2,388,558
1,854,569

12,998,951
13,804,616



17.


Cash and cash equivalents

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

Cash at bank and in hand
6,206,230
5,563,075
1,180,884
-

6,206,230
5,563,075
1,180,884
-



18.


Creditors: Amounts falling due within one year

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

Trade creditors
11,768,465
11,227,953
-
-

Amounts owed to group undertakings
-
-
50
-

Corporation tax
318,363
332,734
-
-

Other taxation and social security
471,874
130,639
-
-

Obligations under finance lease and hire purchase contracts
343,497
235,799
-
-

Other creditors
158,478
361,367
-
-

Accruals and deferred income
868,457
963,807
-
-

13,929,134
13,252,299
50
-



- 36 -



 
PRECON HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

19.


Creditors: Amounts falling due after more than one year

Group
Group
2024
2023
£
£

Net obligations under finance leases and hire purchase contracts
634,517
170,339

634,517
170,339





20.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2024
2023
£
£

Within one year
348,787
248,255

Between 1-5 years
677,453
186,263

1,026,240
434,518

Liabilities for hire purchase contracts are secured against the assets to which they relate.


21.


Deferred taxation


Group



2024


£






At beginning of year
(266,751)


Charged to profit or loss
(145,498)



At end of year
(412,249)


- 37 -



 
PRECON HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
21.Deferred taxation (continued)

Company


2024






At end of year
-
The provision for deferred taxation is made up as follows:

Group
2024
£

Accelerated capital allowances
(417,612)

Other short-term temporary differences
5,363

(412,249)


22.


Share Capital

2024
2023
£
£
10 (2023 -) Ordinary A shares of £1.00 each

10

-
 
25 (2023 -) Ordinary B shares of £1.00 each

25

-
 
25 (2023 -) Ordinary C shares of £1.00 each

25

-
 
25 (2023 -) Ordinary D shares of £1.00 each

25

-
 
5 (2023 -) Ordinary E shares of £1.00 each

5

-
 
5 (2023 -) Ordinary F shares of £1.00 each

5

-
 
5 (2023 -) Ordinary G shares of £1.00 each

5

-
 
100

-
 

1 Ordinary share was issued at par on incorporation on 3 August 2024.  This share was redesignated as an Ordinary B share on 6 November 2024.  There was a share-for-share exchange on 6 November 2024 resulting in all other shares being issued with consideration being the whole of the allotted and issued share capital of Precon Products Limited.
The Ordinary Shares (save for the Ordinary A Shares) each carry one vote per share. The shares rank pari passu in all remaining rights.


- 38 -



 
PRECON HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

23.


Reserves

Other reserves

During the period, the other reserve of £62,820 was transferred into the merger relief reserve following the company's acquisition of its subsidiary whereby the investment is recorded at par in accordance with Section 612 of the Companies Act 2006.

Merger Reserve

During the period, a merger relief reserve arose of £15,074,289 following the company's acquisition of its subsidiary whereby the investment is recorded at par in accordance with Section 612 of the Companies Act 2006.

Profit and loss account

The profit and loss account represents the Group's accumulated profits less dividends paid which are available for distribution to shareholders. 


- 39 -



 
PRECON HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

24.
 

Business combinations

The following acquisitions have been accounted for under the merger accounting rules in accordance with paragraph 10 of Schedule 6 to the Regulations which permits the use of merger accounting in certain limited circumstances . This is consistent with paragraph 19.27 of FRS 102 (group reconstructions) as the acquisition was a share for share exchange with no changes in controlling parties.
On 6 November 2024 Precon Holdings Limited acquired 100% percent of the issued capital of Precon Products Limited. In order to present these accounts on a merged basis the book value of Precon Products Limited as at 1 January 2024 has been utilised.  

Acquisition of Precon Products Limited



Book value 
£

Fixed Assets

Tangible
1,942,383

Intangible
71,480

2,013,863

Current Assets

Stocks
7,382,224

Debtors
13,804,616

Cash at bank and in hand
5,563,075

Total Assets
28,763,778

Creditors

Due within one year
(13,252,299)

Due after more than one year
(170,339)

Deferred taxation
(266,751)

Total Identifiable net assets
15,074,389


15,074,389


- 40 -



 
PRECON HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

24.Business combinations (continued)


£


Issue of shares
100

Merger relief
15,074,289

15,074,389





25.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administrated fund. The pension cost charge represents contributions payable by the Group to fund and amounted to £239,824 (2023: £279,617). Contributions totalling £31,946 (2023: £16,193) were payable to the fund at the balance sheet date. 


- 41 -



 
PRECON HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

26.


Commitments under operating leases

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


Group
Group
2024
2023
£
£


Not later than 1 year
683,000
683,000

Later than 1 year and not later than 5 years
2,260,542
2,611,375

Later than 5 years
1,423,500
2,032,667

4,367,042
5,327,042

Group
Group
2024
2023
£
£


Not later than 1 year
320,183
478,791

Later than 1 year and not later than 5 years
508,207
708,751

Later than 5 years
-
6,064

828,390
1,193,606


27.


Other financial commitments

At 31 December 2024 the Company had foreign currency forward contracts to buy 2.1m Euros at exchange rates against GB pounds of 1.19 Euros. The fair value of the forward contracts amounted to a liability of £24,465 and has not been recognised as immaterial.
At 31 December 2024 the Company had foreign currency forward contracts to sell 532,434 Dollars at an exchange rate against GB pounds of 1.34 pounds. The fair value of the forward contracts amounted to a asset of £18,721 and has not been recognised as immaterial.


- 42 -



 
PRECON HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

28.


Related party transactions

The Group has taken advantage of the exemption contained in FRS 102 Section 33.1A and has not disclosed transactions with any member of the Precon Holdings Limited group that is wholly owned.
During the year the Company paid dividends to directors totalling £119,166.
Prior to the group reconstruction Precon Products Limited paid dividends to directors totalling £1,650,836.
As at 31 December 2024, Precon Products Limited owed a total of £83,254 (2023 - £300,529) in respect of directors' and shareholder loan accounts. No interest was payable on the loan accounts.
Remuneration totalling £183,144 (2023 - £160,169) was paid to close members of the directors' families during the period.


29.


Controlling party

There is no individual ultimate controlling party of the Company.


- 43 -