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Registered number: 09010645
















CLADE ENGINEERING SYSTEMS GROUP LIMITED




ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

































CLADE ENGINEERING SYSTEMS GROUP LIMITED

 
COMPANY INFORMATION


DIRECTORS
Michael Atkinson 
Dean Frost 
Andrew Dewhurst 
Darren Finley 
Steven Hairsine 
Michael Hodgson 




REGISTERED NUMBER
09010645



REGISTERED OFFICE
Bristol & Bath Science Park
Dirac Crescent

Emersons Green

Bristol

BS16 7FR




INDEPENDENT AUDITORS
Bishop Fleming LLP
Chartered Accountants & Statutory Auditors

10 Temple Back

Bristol

BS1 6FL




BANKERS
HSBC Bank Plc
58 High Street

Knaresborough

North Yorkshire

HG5 0EB






CLADE ENGINEERING SYSTEMS GROUP LIMITED


CONTENTS



Page
Group Strategic Report
 
1 - 3
Directors' Report
 
4 - 5
Directors' Responsibilities Statement
 
6
Independent Auditors' Report
 
7 - 10
Consolidated Statement of Comprehensive Income
 
11
Consolidated Statement of Financial Position
 
12 - 13
Company Statement of Financial Position
 
14 - 15
Consolidated Statement of Changes in Equity
 
15
Company Statement of Changes in Equity
 
16
Consolidated Statement of Cash Flows
 
17
Notes to the Financial Statements
 
18 - 38



CLADE ENGINEERING SYSTEMS GROUP LIMITED

 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025

INTRODUCTION
 
The directors present their strategic report on the Group for the year ended 31 March 2025.

BUSINESS REVIEW
 
The company has seen a surge in natural refrigerant heat pump 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 2024/2025. 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 continues 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 closer 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 controls of overheads meant the prior year's investment in the engineering and sales departments delivered in enhance profitability.

The Balance Sheet position improved to Net Assets of £4,982,837 (2024: £2,900,159), 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 principled reasons for the £3,836,748 improved cash position from 2024 to 2025.

Page 1


CLADE ENGINEERING SYSTEMS GROUP LIMITED


GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025

PRINCIPAL RISKS AND UNCERTAINTIES
 
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 the 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 remain 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 Clade's expertise in design and installation of heat pump systems will continue to mitigate this over time.

The company's cashflows for the next 12 months and beyond, based on our predicted trading forecasts, working capital assumptions, and capital expenditure. The Directors believe that those cashflows are achievable, and that we have sufficient head room for that period. Our confidence in them arises 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 investment partners, Groupe Atlantic

FUTURE DEVELOPMENTS

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 2025/2026, significantly contributing to the enhanced productivity of the facility.

The successful Clade, Groupe Atlantic relationship will continue to deepen in 2025/2026 as Groupe Atlantic takes a controllling stake in Clade. The philosophy of "integration to add value and maintain a 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.

FINANCIAL KEY PERFORMANCE INDICATORS
 
The key performance indicator of revenue and profit for 2024/2025 is higher than budgeted and those achieved in 2024.

OTHER KEY PERFORMANCE INDICATORS
 
The group 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.

Page 2


CLADE ENGINEERING SYSTEMS GROUP LIMITED


GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025


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






Michael Hodgson
Director

Date: 26 June 2025

Page 3

1
CLADE ENGINEERING SYSTEMS GROUP LIMITED

 
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.

PRINCIPAL ACTIVITY

The principal activities of the group are:
The manufacture and installation of heat pumps and refrigeration systems using natural refrigerants in the retail, commercial, industrial and public sectors.

RESULTS AND DIVIDENDS

The profit for the year, after taxation, amounted to £2,082,678 (2024: loss £821,221).

DIRECTORS

The directors who served during the year were:

Michael Atkinson 
Dean Frost 
Andrew Dewhurst 
Darren Finley 
Steven Hairsine 
Michael Hodgson 

MATTERS COVERED IN THE STRATEGIC REPORT

The Group has included mandatory Directors' Report disclosures within the Strategic Report as they are considered by the directors to be of strategic important; as permitted by the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013.

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.

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

POST BALANCE SHEET EVENTS

There are no post balance sheet events relevant to the Group.

AUDITORS

The auditorsBishop Fleming LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 4


CLADE ENGINEERING SYSTEMS GROUP LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
This report was approved by the board and signed on its behalf.
 






Michael Hodgson
Director

Date: 26 June 2025

Bristol & Bath Science Park
Dirac Crescent
Emersons Green
Bristol
BS16 7FR

Page 5


CLADE ENGINEERING SYSTEMS GROUP LIMITED

 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025

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;


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.

Page 6


CLADE ENGINEERING SYSTEMS GROUP LIMITED

 
INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF CLADE ENGINEERING SYSTEMS GROUP LIMITED
OPINION


We have audited the financial statements of Clade Engineering Systems Group Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, 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 March 2025 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.


Page 7


CLADE ENGINEERING SYSTEMS GROUP LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF CLADE ENGINEERING SYSTEMS GROUP 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.


RESPONSIBILITIES OF DIRECTORS
 

As explained more fully in the Directors' Responsibilities Statement set out on page 6, 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.


Page 8


CLADE ENGINEERING SYSTEMS GROUP LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF CLADE ENGINEERING SYSTEMS GROUP 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 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 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 including 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 litigations;
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 team 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 the inherent limitations of an 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
Page 9


CLADE ENGINEERING SYSTEMS GROUP LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF CLADE ENGINEERING SYSTEMS GROUP LIMITED (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.


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.






David Butler FCA (Senior Statutory Auditor)
for and on behalf of
Bishop Fleming LLP
Chartered Accountants
Statutory Auditors
10 Temple Back
Bristol
BS1 6FL

10 July 2025
Page 10


CLADE ENGINEERING SYSTEMS GROUP LIMITED

 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025

2025
2024
Note
£
£

  

Turnover
  
39,153,860
27,231,155

Cost of sales
  
(30,687,635)
(23,013,916)

Gross profit
  
8,466,225
4,217,239

Administrative expenses
  
(5,802,785)
(5,118,076)

Other operating income
  
49,316
-

Operating profit/(loss)
  
2,712,756
(900,837)

Interest payable and similar expenses
  
(67,509)
(132,726)

Profit/(loss) before taxation
  
2,645,247
(1,033,563)

Tax on profit/(loss)
  
(562,569)
212,342

Profit/(loss) for the financial year
  
2,082,678
(821,221)

  

Total comprehensive income for the year
  
2,082,678
(821,221)

Profit/(loss) for the year attributable to:
  

Owners of the parent Company
  
2,082,678
(821,221)

  
2,082,678
(821,221)

The notes on pages 18 to 38 form part of these financial statements.

Page 11


CLADE ENGINEERING SYSTEMS GROUP LIMITED
REGISTERED NUMBER:09010645

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 11 
281,502
358,619

Tangible assets
 12 
433,302
382,680

  
714,804
741,299

Current assets
  

Stocks
 14 
3,979,973
3,745,535

Debtors: amounts falling due within one year
 15 
8,405,074
10,092,460

Cash at bank and in hand
 16 
1,793,419
111,307

  
14,178,466
13,949,302

Creditors: amounts falling due within one year
 17 
(8,679,555)
(10,462,017)

Net current assets
  
 
 
5,498,911
 
 
3,487,285

Total assets less current liabilities
  
6,213,715
4,228,584

Creditors: amounts falling due after more than one year
 18 
(1,208,130)
(1,328,425)

Provisions for liabilities
  

Deferred taxation
 21 
(22,748)
-

  
 
 
(22,748)
 
 
-

Net assets excluding pension asset
  
4,982,837
2,900,159

Net assets
  
4,982,837
2,900,159


Capital and reserves
  

Called up share capital 
 22 
1,311
1,311

Share premium account
 23 
3,796,319
3,796,319

Capital redemption reserve
 23 
62
62

Profit and loss account
 23 
1,185,145
(897,533)

Equity attributable to owners of the parent Company
  
4,982,837
2,900,159

  
4,982,837
2,900,159


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


Michael Hodgson
Director

Date: 26 June 2025

The notes on pages 18 to 38 form part of these financial statements.
Page 12


CLADE ENGINEERING SYSTEMS GROUP LIMITED
REGISTERED NUMBER:09010645
    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 MARCH 2025


Page 13


CLADE ENGINEERING SYSTEMS GROUP LIMITED
REGISTERED NUMBER:09010645

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2025

2025
2024
Note
£
£

Fixed assets
  

Investments
 13 
3,000,126
3,000,126

  
3,000,126
3,000,126

Current assets
  

Debtors: amounts falling due within one year
 15 
3,088,428
3,139,973

  
3,088,428
3,139,973

Creditors: amounts falling due within one year
 17 
(3,001)
(3,001)

Net current assets
  
 
 
3,085,427
 
 
3,136,972

Total assets less current liabilities
  
6,085,553
6,137,098

  

Creditors: amounts falling due after more than one year
 18 
(1,208,130)
(1,259,675)

  

Net assets excluding pension asset
  
4,877,423
4,877,423


Capital and reserves
  

Called up share capital 
 22 
1,311
1,311

Share premium account
 23 
3,796,319
3,796,319

Capital redemption reserve
 23 
62
62

Profit and loss account
 23 
1,079,731
1,079,731

  
4,877,423
4,877,423


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 





Michael Hodgson
Director

Date: 26 June 2025

The notes on pages 18 to 38 form part of these financial statements.

Page 14


CLADE ENGINEERING SYSTEMS GROUP LIMITED
REGISTERED NUMBER:09010645

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 April 2024
1,311
3,796,319
62
(897,533)
2,900,159


Comprehensive income for the year

Profit for the year
-
-
-
2,082,678
2,082,678


At 31 March 2025
1,311
3,796,319
62
1,185,145
4,982,837


The notes on pages 18 to 38 form part of these financial statements.


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


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 April 2023
1,307
3,796,323
62
(76,312)
3,721,380


Comprehensive income for the year

Loss for the year
-
-
-
(821,221)
(821,221)


At 31 March 2024
1,311
3,796,319
62
(897,533)
2,900,159


The notes on pages 18 to 38 form part of these financial statements.

Page 15


CLADE ENGINEERING SYSTEMS GROUP LIMITED


COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 April 2024
1,311
3,796,319
62
1,079,731
4,877,423

Shares issued during the year
-
-
-
-
-


Total transactions with owners
-
-
-
-
-


At 31 March 2025
1,311
3,796,319
62
1,079,731
4,877,423


The notes on pages 18 to 38 form part of these financial statements.


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


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 April 2023
1,307
3,796,323
62
1,079,731
4,877,423
Total comprehensive income for the year
-
-
-
-
-


Total transactions with owners
4
(4)
-
-
-


At 31 March 2024
1,311
3,796,319
62
1,079,731
4,877,423


The notes on pages 18 to 38 form part of these financial statements.

Page 16


CLADE ENGINEERING SYSTEMS GROUP LIMITED


CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025

2025
2024
£
£

Cash flows from operating activities

Profit/(loss) for the financial year
2,082,678
(821,221)

Adjustments for:

Amortisation of intangible assets
86,338
100,420

Depreciation of tangible assets
118,029
114,237

Loss on disposal of tangible assets
(12,352)
-

Interest paid
67,509
132,726

Taxation charge
562,569
(212,342)

(Increase) in stocks
(234,438)
(917,854)

Decrease/(increase) in debtors
1,418,781
(1,363,334)

Increase in creditors
306,564
2,181,808

Corporation tax received
15,683
5,580

Net cash generated from operating activities

4,411,361
(779,980)


Cash flows from investing activities

Purchase of intangible fixed assets
(9,221)
(27,064)

Purchase of tangible fixed assets
(168,625)
(40,414)

Sale of tangible fixed assets
12,352
-

Net cash from investing activities

(165,494)
(67,478)

Cash flows from financing activities

Repayment of loans
(2,429,625)
(397,895)

Repayment of other loans
(51,545)
(10,000)

Repayment of/new finance leases
(15,076)
(15,648)

Interest paid
(67,509)
(132,726)

Net cash used in financing activities
(2,563,755)
(556,269)

Net increase/(decrease) in cash and cash equivalents
1,682,112
(1,403,727)

Cash and cash equivalents at beginning of year
111,307
1,515,034

Cash and cash equivalents at the end of year
1,793,419
111,307


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,793,419
111,307

1,793,419
111,307


The notes on pages 18 to 38 form part of these financial statements.

Page 17


CLADE ENGINEERING SYSTEMS GROUP LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

1.


GENERAL INFORMATION

Clade Engineering Systems Group Limited is a limited liability company incorporated in the UK and registered in England and Wales. The registered office is Bristol and Bath Science Park, Dirac Crescent, BS16 7FR.

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 following principal accounting policies have been applied:

 
2.2

BASIS OF CONSOLIDATION

The consolidated financial statements present the results of group and its own subsidiaries ("the Group") as they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

GOING CONCERN

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 as there is a strong pipeline of new projects.

Page 18


CLADE ENGINEERING SYSTEMS GROUP LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.ACCOUNTING POLICIES (CONTINUED)

 
2.4

REVENUE

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

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.

 Amortisation is provided on the following bases:

Development expenditure
-
12%
straight line
Goodwill
-
20%
straight line
Computer software
-
25%
straight line

 
2.6

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.

Page 19


CLADE ENGINEERING SYSTEMS GROUP LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.ACCOUNTING POLICIES (CONTINUED)


2.6
TANGIBLE FIXED ASSETS (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:

Long-term leasehold improvements
-
20% straight line
Motor vehicles
-
25% straight line
Office equipment
-
20-50% 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.

 
2.7

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 a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting 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.

 
2.8

DEBTORS

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.9

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.

 
2.10

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 Statement of Financial Position 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
Page 20


CLADE ENGINEERING SYSTEMS GROUP LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.ACCOUNTING POLICIES (CONTINUED)


2.10
FINANCIAL INSTRUMENTS (CONTINUED)

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.

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 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.

 
2.11

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.

Page 21


CLADE ENGINEERING SYSTEMS GROUP LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.ACCOUNTING POLICIES (CONTINUED)

 
2.12

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 profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

 
2.13

FINANCE COSTS

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.14

RESEARCH AND DEVELOPMENT

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which would be 8 years.
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.

 
2.15

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.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 22


CLADE ENGINEERING SYSTEMS GROUP LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.ACCOUNTING POLICIES (CONTINUED)

 
2.16

LEASED ASSETS: THE GROUP AS LESSEE

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.17

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 Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.18

PROVISIONS FOR LIABILITIES

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 23


CLADE ENGINEERING SYSTEMS GROUP LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.ACCOUNTING POLICIES (CONTINUED)

 
2.19

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 reporting 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 reporting 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 reporting date.


Page 24


CLADE ENGINEERING SYSTEMS GROUP LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

3.



JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
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 group 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. 
Goodwill 
Goodwill acquired on each business combination is capitalised, classified as an asset in the Statement of financial position and amortised on a straight line basis over its useful life. Goodwill acquired in a business combination is, from the acquisition date, allocated to each cash generating unit that is expected to benefit from the synergies of the combination. If a subsidiary, associate or business is subsequently sold or discontinued, any goodwill arising on acquisition that has not been amortised through the profit and loss account is taken into account in determining the profit or loss on sale or discontinuance. 
The group establishes a reliable estimate of the useful life of goodwill arising on business combinations. This estimate is based on a variety of factors such as the expected use of the acquired business, the expected usual life of the cash generating units to which the goodwill is attributed, any legal, regulatory or contractual provisions that can limit useful life and assumptions that market participants would consider in respect of similar businesses.


4.


TURNOVER

The whole of the turnover is attributable to the Group's principal activities which are listed page 3.

All turnover arose within the United Kingdom.


5.


OTHER OPERATING INCOME

2025
2024
£
£

Other operating income
49,316
-

49,316
-


Page 25


CLADE ENGINEERING SYSTEMS GROUP LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

6.


OPERATING PROFIT/(LOSS)

The operating profit/(loss) is stated after charging:

2025
2024
£
£

Exchange differences
30,881
34,092


7.


AUDITORS' REMUNERATION

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


2025
2024
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
22,500
20,000


8.


EMPLOYEES

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


Group
Group
2025
2024
£
£


Wages and salaries
5,586,614
4,810,291

Social security costs
616,523
526,100

Cost of defined contribution scheme
199,782
185,471

6,402,919
5,521,862


The average monthly number of employees, including the directors, during the year113 was as follows:


        2025
        2024
            No.
            No.







Plant and Administrative
107
93



Management
6
6

113
99

Page 26


CLADE ENGINEERING SYSTEMS GROUP LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

9.


DIRECTORS' REMUNERATION




During the year retirement benefits were accruing to 2 directors (2024: 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £136,542 (2024: £132,081).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £30,000 (2024: £30,000).

Included in directors' remuneration are amounts remunerated to directors of the company's wholly owned subsidiary, Clade Engineering Systems Limited. 


10.


TAXATION


2025
2024
£
£

CORPORATION TAX


Current tax on profits for the year
380,177
-

Adjustments in respect of previous periods
(104,654)
28,079


275,523
28,079


TOTAL CURRENT TAX
275,523
28,079

DEFERRED TAX


Origination and reversal of timing differences
284,544
(240,452)

Adjustments for prior period
2,502
31

TOTAL DEFERRED TAX
287,046
(240,421)


TAX ON PROFIT/(LOSS)
562,569
(212,342)
Page 27


CLADE ENGINEERING SYSTEMS GROUP LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
 
10.TAXATION (CONTINUED)


FACTORS AFFECTING TAX CHARGE FOR THE YEAR

The tax assessed for the year is lower than (2024: higher than) the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are explained below:

2025
2024
£
£


Profit/(loss) on ordinary activities before tax
2,645,247
(1,033,563)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%)
661,312
(258,391)

EFFECTS OF:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
6,245
4,730

Other fixed asset differences, adjustments & movements
2,701
5,628

Adjustments to tax charge in respect of prior periods
(104,654)
28,079

Adjustments to tax charge in respect of prior periods - deferred tax
2,501
32

Other tax adjustments, reliefs and transfer
-
80

Research and development uplifts
6,800
(6,450)

Surrender of tax losses for credit refund
-
13,950

Tax credits in respect of previous periods
(12,329)
-

Non-taxable income
(7)
-

TOTAL TAX CHARGE FOR THE YEAR
562,569
(212,342)


FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

There were no factors that may affect future tax charges.

Page 28


CLADE ENGINEERING SYSTEMS GROUP LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

11.


INTANGIBLE ASSETS

Group





Development expenditure
Computer software
Goodwill
Total

£
£
£
£



COST


At 1 April 2024
296,947
418,628
945,076
1,660,651


Additions
-
9,221
-
9,221



At 31 March 2025

296,947
427,849
945,076
1,669,872



AMORTISATION


At 1 April 2024
37,118
319,838
945,076
1,302,032


Charge for the year on owned assets
37,118
49,220
-
86,338



At 31 March 2025

74,236
369,058
945,076
1,388,370



NET BOOK VALUE



At 31 March 2025
222,711
58,791
-
281,502



At 31 March 2024
259,829
98,790
-
358,619



Page 29


CLADE ENGINEERING SYSTEMS GROUP LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

12.


TANGIBLE FIXED ASSETS

Group






Long-term leasehold improvements
Motor vehicles
Office equipment
Total

£
£
£
£



COST


At 1 April 2024
724,851
86,037
212,589
1,023,477


Additions
11,292
-
157,333
168,625


Disposals
-
(60,063)
-
(60,063)



At 31 March 2025

736,143
25,974
369,922
1,132,039



DEPRECIATION


At 1 April 2024
388,644
81,857
170,296
640,797


Charge for the year on owned assets
77,717
-
36,106
113,823


Charge for the year on financed assets
-
4,180
-
4,180


Disposals
-
(60,063)
-
(60,063)



At 31 March 2025

466,361
25,974
206,402
698,737



NET BOOK VALUE



At 31 March 2025
269,782
-
163,520
433,302



At 31 March 2024
336,207
4,180
42,293
382,680

Page 30


CLADE ENGINEERING SYSTEMS GROUP LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

13.


FIXED ASSET INVESTMENTS

Company





Investments in subsidiary companies

£



COST


At 1 April 2024
3,000,126



At 31 March 2025
3,000,126





SUBSIDIARY UNDERTAKINGS


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Clade Ltd
England and Wales
Ordinary
100%
Clade Engineering Systems Ltd
England and Wales
Ordinary
100%

The aggregate of the share capital and reserves as at 31 March 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

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

Clade Ltd
1
-

Clade Engineering Systems Ltd
125
3,105,411


14.


STOCKS

Group
Group
2025
2024
£
£

Work in progress
2,282,177
2,162,970

Finished goods and goods for resale
1,697,796
1,582,565

3,979,973
3,745,535


Stock recognised in cost of sales during the year as an expense was £18,375,138 (2024: £9,359,425).

Page 31


CLADE ENGINEERING SYSTEMS GROUP LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

15.


DEBTORS

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£


Trade debtors
6,285,552
8,086,472
-
-

Amounts owed by group undertakings
-
-
3,087,937
3,139,482

Other debtors
120,296
1,308
-
-

Called up share capital not paid
491
491
491
491

Prepayments and accrued income
367,989
434,795
-
-

Amounts recoverable on long term contracts
1,630,746
1,305,096
-
-

Deferred taxation
-
264,298
-
-

8,405,074
10,092,460
3,088,428
3,139,973



16.


CASH AND CASH EQUIVALENTS

Group
Group
2025
2024
£
£

Cash at bank and in hand
1,793,419
111,307

1,793,419
111,307



17.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Bank loans
68,750
2,429,625
-
-

Payments received on account
1,050,009
1,082,684
-
-

Trade creditors
2,386,567
2,707,546
-
-

Amounts owed to group undertakings
-
-
1
1

Corporation tax
316,303
29,378
-
-

Other taxation and social security
1,074,273
921,959
-
-

Obligations under finance lease and hire purchase contracts
-
15,076
-
-

Other creditors
75,023
35,000
-
-

Accruals and deferred income
3,708,630
3,240,749
3,000
3,000

8,679,555
10,462,017
3,001
3,001


Included within bank loans is £Nil (2024: £2,277,520) secured over the group's assets in favour of HSBC Bank plc relating to the invoice financing facility. 

Page 32


CLADE ENGINEERING SYSTEMS GROUP LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

18.


CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Bank loans
-
68,750
-
-

Other loans
1,208,130
1,259,675
1,208,130
1,259,675

1,208,130
1,328,425
1,208,130
1,259,675


Other loans constitute Loan Notes that were issued by the Company to purchase Clade Engineering Systems Limited (Formally A1 Refrigeration and Air Conditioning Limited). The Loan Notes are repayable on demand with 370 days notice. The Loan Notes do not accrue interest.


19.


LOANS


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

AMOUNTS FALLING DUE WITHIN ONE YEAR

Bank loans
68,750
2,429,625
-
-


68,750
2,429,625
-
-

AMOUNTS FALLING DUE 1-2 YEARS

Other loans
1,208,130
1,259,675
1,208,130
1,259,675


1,208,130
1,259,675
1,208,130
1,259,675

AMOUNTS FALLING DUE 2-5 YEARS

Bank loans
-
68,750
-
-


-
68,750
-
-


1,276,880
3,758,050
1,208,130
1,259,675


Page 33


CLADE ENGINEERING SYSTEMS GROUP LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

20.


FINANCIAL INSTRUMENTS

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

FINANCIAL ASSETS

Financial assets measured at fair value through profit or loss
1,793,419
111,307
-
-

Financial assets that are debt instruments measured at amortised cost
6,405,848
954,674
3,087,937
3,149,482

8,199,267
1,065,981
3,087,937
3,149,482


FINANCIAL LIABILITIES

Financial liabilities measured at amortised cost
(7,206,099)
(8,011,878)
-
-


Financial assets that are debt instruments measured at amortised cost comprise cash and cash equivalents and trade and other debtors, excluding prepayments.


Financial liabilities measured at amortised cost comprise trade and other creditors excluding statutory obligations of corporation tax and other taxes and social security payable, along with deferred income.

Page 34


CLADE ENGINEERING SYSTEMS GROUP LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

21.


DEFERRED TAXATION


Group



2025


£






At beginning of year
264,298


Charged to profit or loss
(287,046)



AT END OF YEAR
(22,748)

Company


2025






AT END OF YEAR
-
The deferred taxation balance is made up as follows:

Group
Group
2025
2024
£
£

Accelerated capital allowances
(22,748)
(25,477)

Tax losses carried forward
-
289,775

(22,748)
264,298


22.


SHARE CAPITAL

2025
2024
£
£
ALLOTTED, CALLED UP AND FULLY PAID



1,307,000 (2024: 1,307,000) Ordinary A shares of £0.001 each
1,307
1,307
4,000 (2024: 4,000) Deferred Ordinary A shares of £0.001 each
4
4

1,311

1,311


Page 35


CLADE ENGINEERING SYSTEMS GROUP LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

23.


RESERVES

Capital redemption reserve

The capital redemption reserve is a non-distributable reserve representing paid up share capital repurchased by the Company.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses, all of which is considered distributable.


24.


SHARE-BASED PAYMENTS

The company has an Enterprise Management Incentives (EMI) approved share option scheme, which has been approved by HM Revenue & Customs, in place for its management and employees.
Employees are able to vest their options after having had continued employment with the company for five years or on the event that the company is sold. Under the rules of the scheme, the options must be exercised within 10 years of the grant date. 

Number
2025
Number
2024

Outstanding at the beginning of the year

99

99
 
Granted during the year

-

-
 
OUTSTANDING AT THE END OF THE YEAR
99

99
 

The value of the share options at the grant date has been determined to be insignificant and therefore no amounts have been recognised in these financial statements relating to the share options. 





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 administered fund. The pension cost charge represents contributions payable by the group 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.

Page 36


CLADE ENGINEERING SYSTEMS GROUP LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

26.


COMMITMENTS UNDER OPERATING LEASES

At 31 March 2025 the group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2025
2024
£
£

Not later than 1 year
463,753
451,004

Later than 1 year and not later than 5 years
903,651
929,671

Later than 5 years
201,546
382,741

1,568,950
1,763,416

Group
Group
2025
2024
£
£

Not later than 1 year
302,517
292,628

Later than 1 year and not later than 5 years
258,705
296,168

561,222
588,796


27.


RELATED PARTY TRANSACTIONS

During the year the group made sales of £253,452 (2024: £Nil) to Heating Products Ltd, a company with common shareholders. 
 
During the year the company made sales of £231,516 (2024: £172) to Ideal Boilers Ltd, a company with common shareholders.

During the year the company made purchases of £88,000 (2024: £51,000) from Ideal Boilers Ltd, a company with common shareholders. A balance of £Nil (2024: £24,000) was due at the year end.  

During the year the company paid for services of £24,035 (2024: £24,164) to Andy Dewhurst Consulting Ltd, a director related entity. A balance of £1,942 (2024: £Nil) was due at the year end.

Mr Dewhurst's son is a director of Growth Division LLP. During the year the company paid for services 
of £91,400 (2024: £96,750) from Growth Division LLP. At the year end a balance of £8,550 (2024: £9,670) was due. 
The group has taken advantage of the exemption within FRS102 Section 33 from disclosing transactions with other members of a wholly owned group.
Key management personnel:
All directors and certain senior employees who have authority and responsibility for planning, directing and controlling the activities of the group are considered to be key management personnel. Key management personnel of the group are considered to be the directors of the company, along with the directors of its subsidiary entity, Clade Engineering Systems Limited. Remuneration relating to directors is disclosed at note 7.

Page 37


CLADE ENGINEERING SYSTEMS GROUP LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

28.


CONTROLLING PARTY

There is no ultimate controlling party of the company. 

 
Page 38