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Registration number: 13575904

KAP Industries Ltd

Annual Report and Consolidated Financial Statements

for the Year Ended 30 September 2024

 

KAP Industries Ltd

Contents

Company Information

1

Strategic Report

2

Directors' Report

3

Statement of Directors' Responsibilities

4

Independent Auditor's Report

5 to 7

Consolidated Profit and Loss Account

8

Consolidated Statement of Comprehensive Income

9

Consolidated Balance Sheet

10

Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Statement of Changes in Equity

13

Consolidated Statement of Cash Flows

14 to 15

Notes to the Financial Statements

16 to 35

 

KAP Industries Ltd

Company Information

Directors

A T C Patterson

M C Poole

J A S Brooking

Registered office

SLX House
24-32 London Street
Andover
Hampshire
SP10 2PE

Bankers

HSBC Bank PLC
28 High Street
Andover
Hampshire
SP10 1NU

Auditors

Xeinadin Audit Limited
Statutory Auditor
Chartered Accountants
12 Conqueror Court
Sittingbourne
Kent
ME10 5BH

 

KAP Industries Ltd

Strategic Report for the Year Ended 30 September 2024

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

Principal activity

KAP Industries Ltd is the holding company of the SLX Group. The principal activity of the group is providing sales and after sales support for various ships' components as well as the provision of spares, service and ancillary equipment to large bore engines.

Fair review of the business

Following on from a successful first year under new ownership, the business has seen further growth this year, it continues to be profitable, cash generating. With a strong and stable management team it remains on a strong footing.

A very strong performance in the year to end 30th September 2024. Turnovers up 12%, gross margins up 18%, order intake up 4%. Most growth comes within the spares products supplied to large bore engines and the condition monitoring products. These numbers are excluding Lincoln Diesels Limited, a business sold during the financial year.

A very strong finish to the financial year has continued into the new year, with a growing order book. We continue to be a sales driven entity, with a significant sales resource working for the business. This sales resource covers the globe, some incumbent in their territory, some based in the UK with regular visits.

As per the previous report we are at risk to interest rate increases. The base rate remained constant throughout the year with a small decrease in August, but the rate remain high which continues to have a significant impact of the retained earnings.

The loss of any distribution agreement remains a risk, but we have many income streams and as such this risk is mitigated.

Analysis of KPIs of the business
Turnover up 3% (£360k) on budget
Gross Margin up 13% (£510k) on budget

There are no directors’ disclosure of any strategic importance.

Approved and authorised by the Board on 23 June 2025 and signed on its behalf by:
 

.........................................
M C Poole
Director

 

KAP Industries Ltd

Directors' Report for the Year Ended 30 September 2024

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

Directors of the group

The directors who held office during the year were as follows:

A T C Patterson

M C Poole

J A S Brooking

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of Xeinadin Audit Limited as auditors of the company is to be proposed at the forthcoming Annual General Meeting.

Approved and authorised by the Board on 23 June 2025 and signed on its behalf by:
 

.........................................
M C Poole
Director

 

KAP Industries Ltd

Statement of Directors' Responsibilities

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

select suitable accounting policies and apply them consistently;

make judgements 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; and

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

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

Approved and authorised by the Board on 23 June 2025 and signed on its behalf by:
 

.........................................
M C Poole
Director

 

KAP Industries Ltd

Independent Auditor's Report to the Members of KAP Industries Ltd

Opinion

We have audited the financial statements of KAP Industries Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the group's and the parent company's affairs as at 30 September 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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

 

KAP Industries Ltd

Independent Auditor's Report to the Members of KAP Industries Ltd

Opinion on other matter 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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and 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 our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

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

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

the parent company financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities [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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor 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.

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

 

KAP Industries Ltd

Independent Auditor's Report to the Members of KAP Industries Ltd

As part of an audit in accordance with ISAs (UK), exercise professional judgement and maintain professional
scepticism through the audit. We also:

1. Assessed the susceptibility of the entity's financial statements to material misstatement, including how fraud
may occur.
2. Held discussions with the client regarding their policies and procedures on compliance with laws and
regulations.
3. Held discussions with the client regarding their policies and procedures on fraud risks, including knowledge
of any actual, suspected, or alleged fraud.

We consider the entity's controls effective in identifying fraud. We do not consider there to be significant
difficulty in detecting irregularities.

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

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an 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.

......................................
Samuel Ketcher FCCA (Senior Statutory Auditor)
For and on behalf of Xeinadin Audit Limited, Statutory Auditor

Statutory Auditor
Chartered Accountants
12 Conqueror Court
Sittingbourne
Kent
ME10 5BH

27 June 2025

 

KAP Industries Ltd

Consolidated Profit and Loss Account for the Year Ended 30 September 2024

Note

2024
£

2023
£

Turnover

3

15,436,160

14,790,709

Cost of sales

 

(10,480,839)

(9,889,860)

Gross profit

 

4,955,321

4,900,849

Administrative expenses

 

(3,705,530)

(2,759,226)

Operating profit

5

1,249,791

2,141,623

Other interest receivable and similar income

327

-

Interest payable and similar expenses

6

(406,081)

(317,043)

   

(405,754)

(317,043)

Profit before tax

 

844,037

1,824,580

Tax on profit

10

(92,009)

(110,431)

Profit for the financial year

 

752,028

1,714,149

Profit/(loss) attributable to:

 

Owners of the company

 

752,028

1,714,149

 

KAP Industries Ltd

Consolidated Statement of Comprehensive Income for the Year Ended 30 September 2024

2024
£

2023
£

Profit for the year

752,028

1,714,149

Foreign currency translation losses

(805)

(391)

Total comprehensive income for the year

751,223

1,713,758

Total comprehensive income attributable to:

Owners of the company

751,223

1,713,758

 

KAP Industries Ltd

(Registration number: 13575904)
Consolidated Balance Sheet as at 30 September 2024

Note

2024
£

2023
£

Fixed assets

 

Negative goodwill

11

-

(482,596)

Intangible assets not including goodwill

11

173,519

1

Tangible assets

12

72,100

85,646

 

245,619

85,647

Current assets

 

Stocks

15

4,176,877

4,019,800

Debtors

16

2,484,795

3,535,910

Cash at bank and in hand

 

196,850

272,076

 

6,858,522

7,827,786

Creditors: Amounts falling due within one year

18

(3,131,329)

(4,829,965)

Net current assets

 

3,727,193

2,997,821

Total assets less current liabilities

 

3,972,812

2,600,872

Creditors: Amounts falling due after more than one year

18

(1,580,516)

(939,999)

Provisions for liabilities

19

(59,711)

(19,511)

Net assets

 

2,332,585

1,641,362

Capital and reserves

 

Called up share capital

21

204

204

Retained earnings

2,332,381

1,641,158

Equity attributable to owners of the company

 

2,332,585

1,641,362

Shareholders' funds

 

2,332,585

1,641,362

Approved and authorised by the Board on 23 June 2025 and signed on its behalf by:
 

.........................................
M C Poole
Director

 

KAP Industries Ltd

(Registration number: 13575904)
Balance Sheet as at 30 September 2024

Note

2024
£

2023
£

Fixed assets

 

Investments

13

3,028,109

3,028,109

Current assets

 

Stocks

15

-

1,788

Debtors

16

14,307

14,308

Cash at bank and in hand

 

3,910

3,942

 

18,217

20,038

Creditors: Amounts falling due within one year

18

(3,030,621)

(3,049,909)

Net current liabilities

 

(3,012,404)

(3,029,871)

Net assets/(liabilities)

 

15,705

(1,762)

Capital and reserves

 

Called up share capital

21

204

204

Retained earnings

15,501

(1,966)

Shareholders' funds/(deficit)

 

15,705

(1,762)

The company made a profit after tax for the financial year of £77,467 (2023 - profit of £73,956).

Approved and authorised by the Board on 23 June 2025 and signed on its behalf by:
 

.........................................
M C Poole
Director

 

KAP Industries Ltd

Consolidated Statement of Changes in Equity for the Year Ended 30 September 2024
Equity attributable to the parent company

Share capital
£

Retained earnings
£

Total
£

Total equity
£

At 1 October 2023

204

1,641,158

1,641,362

1,641,362

Profit for the year

-

752,028

752,028

752,028

Other comprehensive income

-

(805)

(805)

(805)

Total comprehensive income

-

751,223

751,223

751,223

Dividends

-

(60,000)

(60,000)

(60,000)

At 30 September 2024

204

2,332,381

2,332,585

2,332,585

Share capital
£

Retained earnings
£

Total
£

Total equity
£

At 1 October 2022

100

(64,600)

(64,500)

(64,500)

Profit for the year

-

1,714,149

1,714,149

1,714,149

Other comprehensive income

-

(391)

(391)

(391)

Total comprehensive income

-

1,713,758

1,713,758

1,713,758

Dividends

-

(8,000)

(8,000)

(8,000)

New share capital subscribed

104

-

104

104

At 30 September 2023

204

1,641,158

1,641,362

1,641,362

 

KAP Industries Ltd

Statement of Changes in Equity for the Year Ended 30 September 2024

Share capital
£

Retained earnings
£

Total
£

At 1 October 2023

204

(1,966)

(1,762)

Profit for the year

-

77,467

77,467

Dividends

-

(60,000)

(60,000)

At 30 September 2024

204

15,501

15,705

Share capital
£

Retained earnings
£

Total
£

At 1 October 2022

100

(67,922)

(67,822)

Profit for the year

-

73,956

73,956

Dividends

-

(8,000)

(8,000)

New share capital subscribed

104

-

104

At 30 September 2023

204

(1,966)

(1,762)

 

KAP Industries Ltd

Consolidated Statement of Cash Flows for the Year Ended 30 September 2024

Note

2024
£

2023
£

Cash flows from operating activities

Profit for the year

 

752,028

1,714,149

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

5

(449,498)

(1,274,255)

Profit on disposal of tangible assets

4

(1,284)

(800)

Loss from disposals of investments

4

70,017

-

Finance income

(326)

-

Finance costs

390,648

288,283

Income tax expense

10

92,009

110,431

Foreign exchange gains/losses

 

(10,246)

(390)

 

843,348

837,418

Working capital adjustments

 

Increase in stocks

15

(436,732)

(614,353)

Decrease/(increase) in trade debtors

16

842,406

(205,700)

Decrease in trade creditors

18

(974,860)

(47,602)

Cash generated from operations

 

274,162

(30,237)

Income taxes paid

10

(108,125)

-

Net cash flow from operating activities

 

166,037

(30,237)

Cash flows from investing activities

 

Interest received

326

-

Proceeds from sale of subsidiaries

 

140,000

-

Acquisitions of tangible assets

(17,959)

(65,058)

Acquisition of intangible assets

11

(175,110)

-

Proceeds from sale of intangible assets

 

1,284

800

Net cash flows from investing activities

 

(51,459)

(64,258)

Cash flows from financing activities

 

Interest paid

(390,648)

(288,283)

Proceeds from issue of ordinary shares, net of issue costs

 

-

104

Proceeds from other borrowing draw downs

 

-

176,468

Repayment of bank borrowing

 

(140,000)

(120,000)

Net proceeds/repayments from factoring advances

 

(138,384)

2,976

Repayment of factoring advances

 

-

(66,945)

Proceeds from bank borrowing draw downs

 

540,517

-

Repayment of director's capital account

 

(1,000)

2,896

Dividends paid

(60,000)

(8,000)

Net cash flows from financing activities

 

(189,515)

(300,784)

Net decrease in cash and cash equivalents

 

(74,937)

(395,279)

 

KAP Industries Ltd

Consolidated Statement of Cash Flows for the Year Ended 30 September 2024

Note

2024
£

2023
£

Cash and cash equivalents at 1 October

 

271,786

667,065

Cash and cash equivalents at 30 September

 

196,849

271,786

 

KAP Industries Ltd

Notes to the Financial Statements for the Year Ended 30 September 2024

1

General information

KAP Industries Ltd (the company) and it's subsidiaries (together, the group) provides sales and after sales support for various ships components, the provision of service and spares to large diesel and gas engines and the sale of ship dry docking capacity in various ports around the world. The company is a private limited company (registered number 13575904), which is incorporated and domiciled in the UK.

The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £.

The address of its registered office is:
SLX House
24-32 London Street
Andover
Hampshire
SP10 2PE

These financial statements were authorised for issue by the Board on 23 June 2025.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

 

KAP Industries Ltd

Notes to the Financial Statements for the Year Ended 30 September 2024

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 September 2024.

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

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 and any deficit is recorded as negative goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

Judgements

In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily available 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 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.

 

KAP Industries Ltd

Notes to the Financial Statements for the Year Ended 30 September 2024

Key sources of estimation uncertainty

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies. The estimates and assumptions which have a risk of causing material adjustments to the carrying amount of assets and liabilities are as follows:

Bad debt provision - in accordance with FRS 102, management review the recoverability of trade debtors and makes provisions for irrecoverable debt. This ensures that the company's debtors are not overstated. Judgements are required to be made on recoverability based on information available at the time and based on historical knowledge of customers and the industry in general.

Depreciation – the company accounts for depreciation in line with FRS 102. The depreciation expenses is the allocation of the cost of an asset over the periods in which the asset will be used. Judgements are therefore required to be made, and subsequently reviewed, on the estimated useful life of the company’s assets.

Stock provision – In accordance with FRS 102, the company makes provision against the cost of slow moving or obsolete stock. This is to ensure that stock is carried in the statement of financial position at the lower of cost and net realisable value. Judgements are therefore required to be made on the future saleability of stock when calculating the required provision.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.

The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.

Foreign currency 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 statement of comprehensive income except when deferred in other comprehensive income such as qualifying cash flow hedges.

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

KAP Industries Ltd trades in multi-currency and all balances held at the year end are revalued into pound sterling at the rate supplied by the banks as at 30/09/2024.

 

KAP Industries Ltd

Notes to the Financial Statements for the Year Ended 30 September 2024

Tax

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

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.

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

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible 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.

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

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are
recognised in the Statement of income and retained earnings.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Leasehold property

20% straight line

Plant and machinery

20% straight line

Motor vehicles

20% straight line

Office equipment and software

20%-33% straight line

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Goodwill

Goodwill is the difference between the amounts paid on the acquisition of a business and the fair value of the
identifiable assets and liabilities.

 

KAP Industries Ltd

Notes to the Financial Statements for the Year Ended 30 September 2024

Negative goodwill

Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.

Intangible assets

Separately acquired trademarks and licences are shown at historical cost.

Trademarks, licences (including software) and customer-related intangible assets acquired in a business combination are recognised at fair value at the acquisition date.

Trademarks, licences and customer-related intangible assets have a finite useful life and are carried at cost less accumulated amortisation and any accumulated impairment losses.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Trademarks

Over 5 years

Computer software

Over 5 years

Investments

Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are
measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method.
Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

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

Stocks

Within the group, stocks are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks. Stock is owned by SLX Group Limited. Stock is loaned to Simplex-Turbulo Company Limited, Lincoln Diesels Limited (until disposal of subsidiary), and STW Engineering GmbH during each and every month in order to trade with. Any movement in stock during the month is a payable/receivable between the companies.

Provision for slow moving obsolete stock is calculated by writing down to a percentage of cost all stock which has been held for more than one year, unless at least a proportion of last year’s closing stock holding has been sold in the current year. Even if more than a proportion of the previous years’ stock holding has been sold in the current year, any provision made in the previous year continues to be made unless the directors consider that the stock will be sold in the following year.

 

KAP Industries Ltd

Notes to the Financial Statements for the Year Ended 30 September 2024

Trade creditors

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

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as
operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over
the period of the lease.

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.

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the
reporting period in which the dividends are declared.

Defined contribution pension obligation

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

The contributions are recognised as an expense in the Statement of comprehensive income 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 Company in independently administered funds.

Financial instruments

Recognition and measurement
The Company only enters into basic financial instrument transactions that result in the recognition of financial
assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to
related parties and investments in non-puttable ordinary shares.

 

 

KAP Industries Ltd

Notes to the Financial Statements for the Year Ended 30 September 2024

3

Turnover

The analysis of the group's turnover for the year from continuing operations is as follows:

2024
£

2023
£

Sale of goods

14,342,348

13,607,452

Rendering of services

1,093,812

1,183,257

15,436,160

14,790,709

The analysis of the group's turnover for the year by market is as follows:

2024
£

2023
£

UK

5,216,740

4,715,535

Europe

4,250,583

5,097,955

Rest of world

5,968,837

4,977,219

15,436,160

14,790,709

4

Other gains and losses

The analysis of the group's other gains and losses for the year is as follows:

2024
£

2023
£

Gain on disposal of tangible assets

1,284

800

Loss from disposals of investments

(70,017)

-

(68,733)

800

5

Operating profit

Arrived at after charging/(crediting)

2024
£

2023
£

Depreciation expense

31,507

40,871

Amortisation expense

(481,004)

(1,315,125)

Operating lease expense - plant and machinery

23,696

-

Profit on disposal of property, plant and equipment

(1,284)

(800)

 

KAP Industries Ltd

Notes to the Financial Statements for the Year Ended 30 September 2024

6

Interest payable and similar expenses

2024
£

2023
£

Interest expense on other finance liabilities

390,648

288,283

Foreign exchange gains

15,433

28,760

406,081

317,043

7

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2024
£

2023
£

Wages and salaries

2,009,323

2,173,010

Social security costs

173,392

191,443

Other short-term employee benefits

45,430

60,626

Pension costs, defined contribution scheme

47,121

40,673

2,275,266

2,465,752

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

2024
No.

2023
No.

Administration and support

22

20

Sales

24

23

46

43

 

KAP Industries Ltd

Notes to the Financial Statements for the Year Ended 30 September 2024

8

Directors' remuneration

The directors' remuneration for the year was as follows:

2024
£

2023
£

Remuneration

327,488

376,163

Contributions paid to money purchase schemes

6,213

10,022

333,701

386,185

During the year the number of directors who were receiving benefits and share incentives was as follows:

2024
No.

2023
No.

Accruing benefits under money purchase pension scheme

4

4

In respect of the highest paid director:

2024
£

2023
£

Remuneration

100,000

100,000

Company contributions to money purchase pension schemes

1,321

881

9

Auditors' remuneration

2024
£

2023
£

Audit of these financial statements

32,100

32,100


 

10

Taxation

Tax charged/(credited) in the consolidated profit and loss account

2024
£

2023
£

Current taxation

UK corporation tax

51,809

97,038

UK corporation tax adjustment to prior periods

-

7,173

51,809

104,211

Deferred taxation

Arising from origination and reversal of timing differences

40,200

6,220

Tax expense in the income statement

92,009

110,431

 

KAP Industries Ltd

Notes to the Financial Statements for the Year Ended 30 September 2024

The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2023 - the same as the standard rate of corporation tax in the UK) of 25% (2023 - 25%).

The differences are reconciled below:

2024
£

2023
£

Profit before tax

844,037

1,824,580

Corporation tax at standard rate

229,234

373,232

Increase in UK and foreign current tax from adjustment for prior periods

-

7,173

Tax decrease from effect of capital allowances and depreciation

(591)

(467)

Decrease from effect of different UK tax rates on some earnings

-

(233)

Effect of revenues exempt from taxation

(46,552)

(239,435)

Effect of expense not deductible in determining taxable profit (tax loss)

551

343

Other tax effects for reconciliation between accounting profit and tax expense (income)

(90,633)

(30,182)

137,225

262,801

Total tax charge

92,009

110,431

Deferred tax

Group

Deferred tax assets and liabilities

2024

Asset
£

Liability
£

-

59,711

-

59,711

2023

Asset
£

Liability
£

-

19,511

-

19,511

The amount of the net reversal of deferred tax assets and deferred tax liabilities expected to occur during the year beginning after the reporting period is £20,000 (2023 - £10,000).

 

KAP Industries Ltd

Notes to the Financial Statements for the Year Ended 30 September 2024

11

Intangible assets

Group

Trademarks, patents and licenses
 £

Software development costs
 £

Total
£

Cost or valuation

At 1 October 2023

1

-

1

Additions acquired separately

-

175,110

175,110

At 30 September 2024

1

175,110

175,111

Amortisation

Amortisation charge

-

1,592

1,592

At 30 September 2024

-

1,592

1,592

Carrying amount

At 30 September 2024

1

173,518

173,519

At 30 September 2023

1

-

1

Negative goodwill

2024
£

At 1 October 2023

(482,596)

Recognised in profit or loss

482,596

At 30 September 2024

-

 

KAP Industries Ltd

Notes to the Financial Statements for the Year Ended 30 September 2024

12

Tangible assets

Group

Land and buildings
£

Furniture, fittings and equipment
 £

Motor vehicles
 £

Other tangible assets
£

Total
£

Cost or valuation

At 1 October 2023

-

63,069

-

57,303

120,372

Additions

15,460

-

-

2,499

17,959

Disposals

-

-

(7,701)

-

(7,701)

Foreign exchange movements

-

(3,120)

-

(1,715)

(4,835)

At 30 September 2024

15,460

59,949

(7,701)

58,087

125,795

Depreciation

At 1 October 2023

-

24,584

-

10,142

34,726

Charge for the year

5,153

15,984

-

10,369

31,506

Eliminated on disposal

-

-

(7,701)

-

(7,701)

Foreign exchange movements

-

(3,120)

-

(1,716)

(4,836)

At 30 September 2024

5,153

37,448

(7,701)

18,795

53,695

Carrying amount

At 30 September 2024

10,307

22,501

-

39,292

72,100

At 30 September 2023

-

38,485

-

47,161

85,646

 

KAP Industries Ltd

Notes to the Financial Statements for the Year Ended 30 September 2024

13

Investments

Company

2024
£

2023
£

Investments in subsidiaries

3,028,109

3,028,109

Subsidiaries

£

Cost or valuation

At 1 October 2023

3,028,109

Carrying amount

At 30 September 2024

3,028,109

At 30 September 2023

3,028,109

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

2024

2023

Subsidiary undertakings

Simplex-Turbulo Company Limited

Slx House, 24-32 London Street, Andover, England, SP10 2PE

Ordinary

100%

100%

Lincoln Diesels Limited

Great Northern Terrace, Lincoln, LN5 8HJ

Ordinary

0%

100%

Temple Propulsion Services Limited

Slx House, 24-32 London Street, Andover, England, SP10 2PE

Ordinary

100%

100%

STW Engineering GmbH

Hasselbinnen 9, 22869 Schenefeld, Germany

Ordinary

100%

100%

Dorman Diesels Limited

Great Northern Terrace, Lincoln, LN5 8HJ

Ordinary

0%

100%

SLX Group Limited

Slx House, 24-32 London Street, Andover, England, SP10 2PE

Ordinary

100%

100%

 

KAP Industries Ltd

Notes to the Financial Statements for the Year Ended 30 September 2024

Subsidiary undertakings

Simplex-Turbulo Company Limited

The principal activity of Simplex-Turbulo Company Limited is providing sales and after sales support for various ship's components and servicing marine components and diesel engines.

Lincoln Diesels Limited

The principal activity of Lincoln Diesels Limited is selling diesel engine spare parts and servicing marine components and diesel engines.

Temple Propulsion Services Limited

The principal activity of Temple Propulsion Services Limited is servicing marine components and diesel engines.

STW Engineering GmbH

The principal activity of STW Engineering GmbH is providing sales and after sales support for various ship's components and servicing marine components and diesel engines.

SLX Group Limited

The principal activity of SLX Group Limited is providing sales and after sales support for various ship's components and servicing marine components and diesel engines.

Dorman Diesels Limited

Was dormant throughout the year
 

14

Disposals

On 28 June 2024, the group disposed of its interest in Lincoln Diesels Limited. The gain/(loss) on disposal of Lincoln Diesels Limited was £(70,017). Lincoln Diesels Limited contributed £30,569 to the group profit/(loss).

On 28 June 2024, the group disposed of its interest in Dorman Diesels Limited. The gain/(loss) on disposal of Dorman Diesels Limited was £0. Dorman Diesels Limited contributed £0 to the group profit/(loss).

15

Stocks

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Finished goods and goods for resale

4,176,877

4,019,800

-

1,788

The entire value of stock is included in the fixed, floating charge & negative pledge held by Arbuthnot Commerical Asset Based Lending Limited over the assets of the company.

 

KAP Industries Ltd

Notes to the Financial Statements for the Year Ended 30 September 2024

16

Debtors

 

Group

Company

Current

2024
£

2023
£

2024
£

2023
£

Trade debtors

1,295,458

2,120,539

-

-

Other debtors

1,003,442

1,207,743

14,307

14,308

Prepayments

185,895

207,628

-

-

 

2,484,795

3,535,910

14,307

14,308

17

Cash and cash equivalents

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Cash on hand

4,499

8,915

-

-

Cash at bank

192,351

263,161

3,910

3,942

196,850

272,076

3,910

3,942

Bank overdrafts

(1)

(290)

-

-

Cash and cash equivalents in statement of cash flows

196,849

271,786

3,910

3,942

18

Creditors

   

Group

Company

Note

2024
£

2023
£

2024
£

2023
£

Due within one year

 

Loans and borrowings

22

1,084,593

1,463,266

204,499

205,499

Trade creditors

 

1,274,436

1,891,370

-

-

Amounts owed by group undertakings and undertakings in which the company has a participating interest

26

-

-

2,782,222

2,823,010

Social security and other taxes

 

53,330

104,922

-

-

Outstanding defined contribution pension costs

 

9,682

9,161

-

-

Other payables

 

381,183

898,708

-

-

Accruals

 

275,552

349,095

43,900

21,400

Income tax liability

10

52,553

113,443

-

-

 

3,131,329

4,829,965

3,030,621

3,049,909

Due after one year

 

Loans and borrowings

22

1,580,516

939,999

-

-

 

KAP Industries Ltd

Notes to the Financial Statements for the Year Ended 30 September 2024

19

Provisions for liabilities

Group

Deferred tax
£

Total
£

At 1 October 2023

19,511

19,511

Additional provisions

40,200

40,200

At 30 September 2024

59,711

59,711

20

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £47,121 (2023 - £40,673).

Contributions totalling £9,682 (2023 - £9,161) were payable to the scheme at the end of the year and are included in creditors.

21

Share capital

Allotted, called up and fully paid shares

2024

2023

No.

£

No.

£

Ordinary shares of £1 each

100

100

100

100

       
 

KAP Industries Ltd

Notes to the Financial Statements for the Year Ended 30 September 2024

22

Loans and borrowings

Non-current loans and borrowings

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Bank borrowings

1,003,050

240,000

-

-

Other borrowings

577,466

699,999

-

-

1,580,516

939,999

-

-

Current loans and borrowings

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Bank borrowings

-

240,000

-

-

Bank overdrafts

1

290

-

-

Other borrowings

1,084,592

1,222,976

204,499

205,499

1,084,593

1,463,266

204,499

205,499

Arbuthnot Commerical Asset Based Lending Limited holds a fixed, floating charge & negative pledge over the assets of a company.

HSBC UK Bank PLC holds security over cash deposits and a fixed & negative pledge over the assets of the company.

The directors have a personal guarantee in place which means they are jointly and severally liable for the entirety of the debt included in loans and borrowings.

23

Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

2024
£

2023
£

Not later than one year

174,054

137,045

Later than one year and not later than five years

370,934

183,926

Later than five years

4,575

-

549,563

320,971

The amount of non-cancellable operating lease payments recognised as an expense during the year was £203,774(2023 - £156,154).

 

KAP Industries Ltd

Notes to the Financial Statements for the Year Ended 30 September 2024

24

Dividends

Interim dividends paid

2024
£

2023
£

Interim dividend of £147.06 (2023 - £80.00) per each Ordinary Share

15,000

8,000

Interim dividend of £15,000.00 (2023 - £Nil) per each Ordinary C Share

45,000

-

60,000

8,000

The dividends disclosed in note 24 were paid to the directors of the company and their close family members.

25

Contingent liabilities

Group

STW Engineering GmbH (STW) have outstanding annual accounts and corporation tax returns that they are in the process of filing with the German authorities. In the absence of submitted accounts and tax returns the German Authorities have issued an assessment on account of tax due. These assessment amounts have been taken by the authorities. STW do not believe these amounts are due as the company has been loss making in recent years and has therefore included the amounts as a debtor in the financial statements. The total value is £345,207. A contingent liability of £345,207 has been included in the notes to the financial statements as at the date of issue of the financial statements it is possible that STW may not be able to recover the full amount recorded as a debtor. STW firmly believe the tax taken is not due and that they will be refunded.

 

KAP Industries Ltd

Notes to the Financial Statements for the Year Ended 30 September 2024

26

Related party transactions

Group

Transactions with directors

2024

At 1 October 2023
£

Advances to director
£

At 30 September 2024
£

J A S Brooking

Mr J Brooking

(76,965)

1,000

(75,965)

A T C Patterson

Mr A Patterson

(79,068)

-

(79,068)

M C Poole

Mr M Poole

(49,465)

-

(49,465)

2023

At 1 October 2022
£

Advances to director
£

Repayments by director
£

Other payments made to company by director
£

At 30 September 2023
£

J A S Brooking

Mr J Brooking

(70,000)

35

-

(7,000)

(76,965)

A T C Patterson

Mr A Patterson

(72,103)

35

-

(7,000)

(79,068)

M C Poole

Mr M Poole

(20,500)

35

5,000

(34,000)

(49,465)

M I Gibson

Mr M Gibson

(20,000)

20,000

-

-

-

M J Robinson

Mr M Robinson

(20,000)

20,000

-

-

-

 

KAP Industries Ltd

Notes to the Financial Statements for the Year Ended 30 September 2024

Summary of transactions with subsidiaries

Advantage has been taken of the exemption under FRS 102 to not disclose details of all transactions with its 100% owned subsidiaries, on the grounds the accounts are publicly available.


 

27

Financial instruments

Group

Categorisation of financial instruments

2024
 £

2023
 £

Financial assets measured at fair value through profit or loss

2,709,368

3,807,699

Financial liabilities measured at fair value through profit or loss

2,021,904

3,253,257

Items of income, expense, gains or losses

2024

Income
£

Expense
£

Net gains
£

Net losses
£

Financial liabilities measured at amortised cost

-

15,433

-

-

2023

Income
£

Expense
£

Net gains
£

Net losses
£

Financial liabilities measured at amortised cost

-

28,760

-

-

Company

Categorisation of financial instruments

2024
 £

2023
 £

Financial assets measured at fair value through profit or loss

18,216

18,250

Financial liabilities measured at fair value through profit or loss

248,399

227,003

28

Parent and ultimate parent undertaking

The directors consider that there is no ultimate controlling party of the group.


The company has made reasonable enquiries and, based on the information available, has no reason to believe that any individual or legal entity exercises ultimate control over the group.


In accordance with the requirements of the Companies Act 2006, the company believes that there is no registrable person or registrable relevant legal entity in relation to the group.