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FOR THE YEAR ENDED 31 MARCH 2025
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CLADE ENGINEERING SYSTEMS LTD
COMPANY INFORMATION
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CLADE ENGINEERING SYSTEMS LTD
CONTENTS
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CLADE ENGINEERING SYSTEMS LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
The directors present their strategic report on the company for the year ended 31 March 2025.
The company has seen a surge in natural refrigerant heat activity, principally through the selling of Clade's manufactured products, but also through the installation of heat pump systems. Clade's strategic move from a predominantly refrigeration based business (by turnover) to a predominantly heat pump based one has been realised in 2024/25. However both heat pumps and refrigeration remain of strategic importance to Clade.
Clade's pipeline and strong order book, derived from a diverse client base, were a reflection of Clade maintaining its position at the forefront of heat pump technology in the UK, with a focus on engineering innovation and relentless customer service.
Clade continue to lead the way as a UK manufacturer, with its B Corp Certification; demonstrating the high social, environmental and business standards that our customers, employees and other stakeholders expect from us.
Clade's partnership with Groupe Atlantic continued to be transformative in the second year of investment, with financial, technical, operational and commercial cooperation, broadening the relationship as the two businesses head towards close integration.
Turnover increased in the year to £39,153,860 (2024: £27,231,155) and profit before tax increased to £2,645,247 (2024: £1,033,563 loss). The growth in turnover and profitability was primarily due to increased activity in heat pumps, particularly with product sold into the commercial and public sector space.
Tight control of overheads meant the prior year's investment in the engineering and sales departments delivered in enhanced profitability.
The Balance Sheet position improved to Net Assets of £3,105,536 (2024: £1,022,858), reflective of the turnaround in profitability and restrained distribution from capital expenditure and financing. Despite increased trading, Clade improved the management of the Sales Ledger, which decreased by £1,800,920 year on year. In addition Stock (including WIP) remained stable year on year (2025: £3,979,973, 2024: £3,745,535). These factors were the principal reasons for the £3,836,748 improved cash position from 2024 to 2025.
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CLADE ENGINEERING SYSTEMS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
The Directors remain confident that the UK (and global) direction of travel remains toward the greener electrification of heating and Clade is well placed to exploit that change. However the flattening off of UK construction sector activity means that Clade has to take market share to continue to grow.
In addition the importation and deployment of cheaper, non-natural refrigerant, lower quality heat pumps remains tempting for the construction sector.
Clade will be able to meet those challenges through continued innovation, sector leading customer service, and the driving up of manufacturing efficiency.
The complex nature of heat pump system design and installation continues to affect the construction sector, leading to customer delays, potentially pushing back company revenues. The Directors believe that those cashflows are achievable, and that we have sufficient head room for that period. Our confidence in them arise from a number of factors, but most particularly:
∙A strong order book, both in the Projects and Plant departments;
∙Significant pipeline of Heat Pump opportunities, with a growing number of enquiries;
∙Dependable refrigeration order book;
∙Reliable, often blue chip, customers who pay their bills;
∙Continued support from our bank HSBC who have provided our day to day working capital facilities, and
∙Ongoing support from our Equity partners, Groupe Atlantic.
Clade will continue investing in R&D to create innovative new heating and cooling products for the built environment. The UK Government is supporting Clade’s R&D through R&D Tax Credits.
The Directors believe that Clade has a strong platform to exploit its position as the UK’s No. 1 natural commercial heat pump manufacturer, with the focus this financial year on increasing efficient capacity in the Leeds facility to meet the market demand. To that end Clade will have invested c£350,000 in robotic manufacturing equipment in the early part of 2025/26, significantly contributing to the enhanced productivity of the facility.
The successful Clade/Groupe Atlantic relationship will continue to deepen in 2025/26 as Groupe Atlantic takes a controlling stake in Clade. The philosophy of "integration to add value and maintain difference for commercial agility" will remain. Groupe Atlantic's expertise in manufacturing excellence, Clade's leveraging of the Groupe Atlantic brand, and Clade's expertise in refrigeration/heat pump engineering will continue to be invaluable to both businesses.
The key performance indicator of revenue and profit for 2024/2025 is higher than budgeted and those achieved in 2024.
The company operates KPI's for a number of its key customers and also considers the KPI of power output of equipment sold. The latter being higher than budgeted in 2025.
This report was approved by the board on 26 June 2025 and signed on its behalf.
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1
CLADE ENGINEERING SYSTEMS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
The directors present their report and the financial statements for the year ended 31 March 2025.
The manufacture and installation of heat pumps and refrigeration systems using natural refrigerants in the retail, commercial, industrial and public sectors.
The profit for the year, after taxation, amounted to £2,082,678 (2024: loss £821,221).
The directors who served during the year were:
The company has included mandatory Directors' Report disclosures within the Strategic Report as they are considered by the directors to be of strategic importance; as permitted by the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013.
There are no post balance sheet events relevant to the company.
The auditors, Bishop Fleming LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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CLADE ENGINEERING SYSTEMS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
This report was approved by the board and signed on its behalf.
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CLADE ENGINEERING SYSTEMS LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
The directors are responsible for preparing the Strategic Report, the Directors' 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 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 of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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CLADE ENGINEERING SYSTEMS LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CLADE ENGINEERING SYSTEMS LTD
We have audited the financial statements of Clade Engineering Systems Ltd (the 'company') for the year ended 31 March 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, 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).
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 company 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.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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CLADE ENGINEERING SYSTEMS LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CLADE ENGINEERING SYSTEMS LTD (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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CLADE ENGINEERING SYSTEMS LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CLADE ENGINEERING SYSTEMS LTD (CONTINUED)
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 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 have considered the nature of the industry and sector, control environment, and business performance including the design of remuneration policies;
∙We have considered the results of enquiries with management, the directors in relation to their own identification and assessment of the risks of irregularities within the entity;
∙We have reviewed the documentation of key processes and controls and performed walkthroughs of transactions to confirm that the systems are operating in line with documentation.
As a result of these procedures, we have considered the opportunities and incentives that may exist within the organisation for fraud and identified the highest area of risk to be in relation to revenue recognition, with a particular risk in relation to year-end cut-off. In common with all audits under ISAs (UK) we are also required to perform specific procedures to respond to the risk of management override.
We have also obtained an understanding of the legal and regulatory frameworks that the group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, FRS 102 and UK tax legislation. In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group's ability to operate or avoid a material penalty. These included data protection legislation, health and safety regulations, and employment law.
Our procedures to respond to risks identified included the following:
∙Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
∙Enquiring of management in relation to actual and potential claims or litigation;
∙Performing analytical procedures to identify unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
∙Reviewing board meeting minutes;
∙Performing detailed transactional testing in relation to the recognition of revenue with a particular focus around the year-end cut off; and
∙In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgments made in accounting estimates are indicative of potential bias; and evaluating the business rationale of significant transactions that are unusual or outside the normal course of business.
We also communicated identified laws and regulations and potential fraud risks to all members involved in the engagement and remained alert to possible indicators of fraud or non-compliance with laws and regulations throughout the audit.
As a result of inherent limitations of the audit, there is a risk that not all irregularities, including a material misstatement in the financial statements or non compliance with regulation, will be detected by us. This risk increases the further removed compliance with a law and regulation is from the events and transactions reflected
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CLADE ENGINEERING SYSTEMS LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CLADE ENGINEERING SYSTEMS LTD (CONTINUED)
in the financial statements, given we will be less likely to be aware of it, or should the irregularity occur as a result of fraud rather than a one-off error, as this may involve intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
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 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.
for and on behalf of
Chartered Accountants
Statutory Auditors
10 Temple Back
BS1 6FL
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CLADE ENGINEERING SYSTEMS LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
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CLADE ENGINEERING SYSTEMS LTD
REGISTERED NUMBER:06511662
STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 30 form part of these financial statements.
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CLADE ENGINEERING SYSTEMS LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
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CLADE ENGINEERING SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Clade Engineering Systems Limited is a limited liability company incorporated in the UK and registered in England and Wales. The registered office is in Bristol and Bath Science Park, Dirac Crescent, Emersons Green, Bristol, BS16 7FR.
2.ACCOUNTING POLICIES
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 management to exercise judgment in applying the company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A.
This information is included in the consolidated financial statements of Clade Engineering Systems Group Limited as at 31 March 2024 and these financial statements may be obtained from Companies House.
The Directors assess whether the use of going concern is appropriate, i.e. whether there are any material uncertainties related to events or conditions that may cast significant doubt on the ability of the group to continue as a going concern. The Directors make this assessment in respect of a period of 12-months from the date of approval of the financial statements.
The Directors have prepared forecasts which demonstrate that the business will have access to adequate working capital for at least 12 months from the date of approval of the financial statements. The banking facilities are expected to continue allowing the business to meet its day to day working capital requirements. The Directors believe that preparing the financial statements on a going concern basis is entirely appropriate and that there are no factors reasonably foreseen that are expected to materially impact that assessment. Moreover, the directors believe that the business has a strong future beyond 12 months.
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CLADE ENGINEERING SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.ACCOUNTING POLICIES (CONTINUED)
Functional and presentation currency
Transactions and balances
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CLADE ENGINEERING SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.ACCOUNTING POLICIES (CONTINUED)
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
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CLADE ENGINEERING SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.ACCOUNTING POLICIES (CONTINUED)
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:
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CLADE ENGINEERING SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.ACCOUNTING POLICIES (CONTINUED)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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.
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CLADE ENGINEERING SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.ACCOUNTING POLICIES (CONTINUED)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
The company 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 company's Statement of Financial Position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include 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 company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans 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.
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CLADE ENGINEERING SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
The following judgments and estimates have had the most significant effect on amounts recognised in the financial statements. Long term contracts Amounts recoverable on contracts are recognised on the proportion of work completed to date on the project. The attributable profit is recognised once the outcome of the project can be assessed with reasonable certainty. Bad debt provision Provision for bad and doubtful debts is estimated based on management knowledge of the business and its customers using all relevant and available information. Warranty provision The company gives warranties at the time of sale to purchasers of its product. Under the terms of the contract for sale, the company undertakes to make good, by repair or replacement, manufacturing defects that become apparent within a specified timeframe. At the year end management make an assessment of the present value of future economic outflow based on the time passed since warranty-eligible products have been sold and past experience of warranties paid.
The whole of the turnover is attributable to the company's principal activities which are listed page 2.
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CLADE ENGINEERING SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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CLADE ENGINEERING SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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CLADE ENGINEERING SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
10.TAXATION (CONTINUED)
There were no factors that may affect future tax charges.
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CLADE ENGINEERING SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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CLADE ENGINEERING SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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CLADE ENGINEERING SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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CLADE ENGINEERING SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Page 26
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CLADE ENGINEERING SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Page 27
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CLADE ENGINEERING SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Page 28
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CLADE ENGINEERING SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Profit and loss account
The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £199,782 (2024: £185,471). Contributions totalling £73,439 (2024: £34,965) were payable to the fund at the reporting date.
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CLADE ENGINEERING SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
The immediate and ultimate parent undertaking is Clade Engineering Systems Group Ltd, a company incorporated in the UK and registered in England and Wales. There is no ultimate controlling party.
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