ACCOUNTS - Final Accounts

Operating (loss)/profit

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

Registered number: 00675981

FABDEC LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FABDEC LIMITED

COMPANY INFORMATION

Directors	C Powell
	G Haddad
	G Egar


Company secretary	G Egar


Registered number	00675981


Registered office	Grange Road
	Shropshire
	Ellesmere
	Shropshire
	SY12 9DG


Independent auditors	WR Partners
	Chartered Accountants & Statutory Auditors
	Belmont House
	Shrewsbury Business Park
	Shrewsbury
	Shropshire
	SY2 6LG

FABDEC LIMITED

CONTENTS

	Page
Strategic Report	1
Directors' Report	2 - 3
Independent Auditors' Report	4 - 7
Statement of Comprehensive Income	8
Statement of Financial Position	9 - 10
Statement of Changes in Equity	11
Notes to the Financial Statements	12 - 36

FABDEC LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Business review

The Company’s financial performance in the accounts show sales of £12.5m (2023: £14.5m), and a loss before tax of £209k (2023: £392k profit).
The business strategy is to trade in several markets and Fabdec now serves a diverse and international customer base operating in the dairy, brewery, process and construction industries.
The Directors have a strong commitment to investing in people, products and equipment to deliver sustained improvement.
The outlook for 2025 is very encouraging.

Principal risks and uncertainties

Fabdec manages and counters its risks and uncertainties:
• by trading in many countries worldwide;
• through a robust program of developing and introducing new products;
• focusing on product margins; and
• through maintaining strong business controls.

Financial key performance indicators

The Directors pay particular attention to its KPIs and continue to monitor costs and margins to maximise profits and cash.

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

G Egar

Director

Date: 28 August 2025

Page 1

FABDEC LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the 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.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.

Results and dividends

The loss for the year, after taxation, amounted to £61,785 (2023 - profit £258,986).

The Company paid a dividend of £NIL (2023: £NIL) to Fabdec Holdings Limited.

Directors

The directors who served during the year were:

C Powell

G Haddad

G Egar

Future developments

There are no significant expected developments in the Company's business.

Page 2

FABDEC LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Research and development activities

The Company remains committed to research and development activities.

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'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's auditors are aware of that information.

Post balance sheet events

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

Auditors

The auditors, WR Partners, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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

G Egar

Director

Date: 28 August 2025

Page 3

FABDEC LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FABDEC LIMITED

Opinion

We have audited the financial statements of Fabdec Limited (the 'Company') for the year ended 31 December 2024, 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).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its loss 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 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.

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 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 4

FABDEC LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FABDEC 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 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.

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 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.

Matters on which we are required to report by exception

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.

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, or returns adequate for our audit have not been received from branches not visited by us; or

∙the 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.

Page 5

FABDEC LIMITED

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

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

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 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:

The audit team obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are those that relate to the reporting framework (FRS102 and the Companies Act 2006), the relevant tax compliance regulations, employment law, Health and Safety Regulations and the EU General Data Protection Regulation (GDPR).
We understood how the Company is complying with these frameworks by making enquiries of management and those responsible for legal and compliance procedures. We also reviewed board minutes to identify any recorded instances of irregularity or non compliance that might have a material impact on the financial statements.
We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur by meeting with key management to understand where they considered there was susceptibility to fraud. Based on our understanding our procedures involved enquiries of management and those charged with governance, manual journal entry testing, cashbook reviews for large and unusual items and the challenge of significant accounting estimates used in preparing the financial statements.

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

Page 6

FABDEC LIMITED

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

Use of our report

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

Andrew Malpass BA FCA (Senior Statutory Auditor)

for and on behalf of

WR Partners

Chartered Accountants

Statutory Auditors

Belmont House

Shrewsbury Business Park

Shrewsbury

Shropshire

SY2 6LG

Date: 29 August 2025

Page 7

FABDEC LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	12,548,354	14,522,332
Cost of sales		(8,680,206)	(10,379,979)
Gross profit		3,868,148	4,142,353
Distribution costs		(933,702)	(987,195)
Administrative expenses		(2,945,678)	(2,515,573)
Operating (loss)/profit	5	(11,232)	639,585
Interest payable and similar expenses	8	(152,815)	(170,058)
Other finance income		(45,000)	(78,000)
(Loss)/profit before tax		(209,047)	391,527
Tax on (loss)/profit	10	147,262	(132,541)
(Loss)/profit for the financial year		(61,785)	258,986

Other comprehensive income for the year
Actuarial losses on defined benefit pension scheme	455,000	(221,000)
Movement of deferred tax relating to pension surplus	(113,750)	55,250
Other comprehensive income for the year	341,250	(165,750)
Total comprehensive income for the year	279,465	93,236

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

The notes on pages 12 to 36 form part of these financial statements.

Page 8

FABDEC LIMITED

REGISTERED NUMBER: 00675981

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	11		449,489		544,731
Tangible assets	12		1,598,207		1,534,178
Investments	13		255,900		255,900
			2,303,596		2,334,809
Current assets
Stocks	14	2,483,516		2,704,649
Debtors: amounts falling due after more than one year	15	1,718,749		1,713,735
Debtors: amounts falling due within one year	15	1,776,031		2,666,976
Cash at bank and in hand	16	561,808		515,052
		6,540,104		7,600,412
Creditors: amounts falling due within one year	17	(3,432,219)		(3,951,245)
Net current assets			3,107,885		3,649,167
Total assets less current liabilities			5,411,481		5,983,976
Creditors: amounts falling due after more than one year	18		(293,367)		(554,858)
Provisions for liabilities
Deferred tax	21	(320,372)		(295,841)
Other provisions	22	(132,560)		(132,560)
			(452,932)		(428,401)
Pension liability	26		(438,000)		(1,053,000)
Net assets			4,227,182		3,947,717

Page 9

FABDEC LIMITED

REGISTERED NUMBER: 00675981

STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Capital and reserves
Called up share capital	23	1,340,000	1,340,000
Share premium account	24	300,000	300,000
Other reserves	24	150,000	150,000
Profit and loss account	24	2,437,182	2,157,717
		4,227,182	3,947,717

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 August 2025.

G Egar

Director

The notes on pages 12 to 36 form part of these financial statements.

Page 10

FABDEC LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Other reserves	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2023	1,340,000	300,000	150,000	2,064,481	3,854,481
Comprehensive income for the year
Profit for the year	-	-	-	258,986	258,986
Actuarial losses on pension scheme	-	-	-	(165,750)	(165,750)
Other comprehensive income for the year	-	-	-	(165,750)	(165,750)
Total comprehensive income for the year	-	-	-	93,236	93,236
Total transactions with owners	-	-	-	-	-

At 1 January 2024	1,340,000	300,000	150,000	2,157,717	3,947,717
Comprehensive income for the year
Loss for the year	-	-	-	(61,785)	(61,785)
Actuarial gains on pension scheme	-	-	-	341,250	341,250
Other comprehensive income for the year	-	-	-	341,250	341,250
Total comprehensive income for the year	-	-	-	279,465	279,465
Total transactions with owners	-	-	-	-	-
At 31 December 2024	1,340,000	300,000	150,000	2,437,182	4,227,182

The notes on pages 12 to 36 form part of these financial statements.

Page 11

FABDEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

The Company is a limited liability company which is incorporated in the UK. Please refer to the Company information page for details of its registered office. The principal activities of the business is the development of stainless steel heat transfer products and dairy management systems.

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 management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Financial reporting standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements as permitted by 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); and

∙the requirements of Section 33 Related party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Fabdec Holdings Limited as at 31 December 2024 and these financial statements may be obtained from the address noted on the Company Information page in this set of accounts.

2.3

Going concern

The Company's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Company should be able to operate within the level of its current facilities.
After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing its financial statements.

Page 12

FABDEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

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.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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 Company has transferred the significant risks and rewards of ownership to the buyer;

∙the Company 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 Company 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.

Page 13

FABDEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.6

Operating leases: the Company 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.

2.7

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 range from 3 to 6 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.

2.8

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.

2.9

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.

2.10

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 14

FABDEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.11

Pensions

Defined benefit pension plan

The Company operates a defined benefit plan for certain employees. A defined benefit plan defines the pension benefit that the employee will receive on retirement, usually dependent upon several factors including but not limited to age, length of service and remuneration. A defined benefit plan is a pension plan that is not a defined contribution plan.

The liability recognised in the Statement of Financial Position in respect of the defined benefit plan is the present value of the defined benefit obligation at the end of the reporting date less the fair value of plan assets at the reporting date (if any) out of which the obligations are to be settled.

The defined benefit obligation is calculated using the projected unit credit method. Annually the company engages independent actuaries to calculate the obligation. The present value is determined by discounting the estimated future payments using market yields on high quality corporate bonds that are denominated in sterling and that have terms approximating to the estimated period of the future payments ('discount rate').

The fair value of plan assets is measured in accordance with the FRS102 fair value hierarchy and in accordance with the Company's policy for similarly held assets. This includes the use of appropriate valuation techniques.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income. These amounts together with the return on plan assets, less amounts included in net interest, are disclosed as 'Remeasurement of net defined benefit liability'.

The cost of the defined benefit plan, recognised in profit or loss as employee costs, except where included in the cost of an asset, comprises:

a) the increase in net pension benefit liability arising from employee service during the period; and

b) the cost of plan introductions, benefit changes, curtailments and settlements.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is recognised in profit or loss as a 'finance expense'.

Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in the Statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

Page 15

FABDEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

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 operates and generates 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; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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.

2.13

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of Comprehensive Income over its useful economic life.

Other 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.

Page 16

FABDEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.14

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.

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:

Freehold property	-	5-6.67%
Plant and machinery	-	5-33.3%
Motor vehicles	-	33%

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.

2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.16

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.

Page 17

FABDEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.17

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.

2.18

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.

2.19

Creditors

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

2.20

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 18

FABDEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.21

Financial instruments

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

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

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.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

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

Page 19

FABDEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.21

Financial instruments (continued)

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

Basic financial liabilities

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

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Page 20

FABDEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

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 Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. In the opinion of the directors the estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are in respect of the defined benefit pension liability. At the Balance Sheet date, the carrying value of the defined benefit pension scheme liability was £438,000 (2023: £1,053,000).

Turnover

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	7,615,388	9,355,942
Rest of Europe	4,932,966	5,166,390
	12,548,354	14,522,332

The whole of the turnover is attributable to the principle activities of the Company.

Depreciation of tangible fixed assets	107,926	247,486
Exchange differences	95,241	95,241
Other operating lease rentals	18,850	18,300
Share-based payment	24	(95)
Defined contribution pension cost	56,043	64,048

Page 21

FABDEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Wages and salaries	3,677,379	3,684,563
Social security costs	290,528	299,036
Cost of defined benefit scheme	60,440	84,305
	4,028,347	4,067,904

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

	2024	2023
	No.	No.

Production staff	71	78
Administrative staff	32	34
Sales staff	7	7

	110	119

Page 22

FABDEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

7.	Directors' remuneration
		2024	2023
		£	£

Directors' emoluments	354,441	304,485
	354,441	304,485

	The highest paid director received remuneration of £137,200 (2023 - £132,994).
	The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2023 - £NIL).
	The value of the Company's contributions paid to a defined benefit pension scheme in respect of the highest paid director amounted to £NIL (2023 - £NIL).
	During the year NIL directors received shares under the long-term incentive schemes (2023 -NIL)

8.	Interest payable and similar expenses
		2024	2023
		£	£

Other loan interest payable	88,471	98,544
Finance leases and hire purchase contracts	64,344	71,514
	152,815	170,058

9.	Other finance costs
		2024	2023
		£	£

Net interest on net defined benefit liability	45,000	78,000
	45,000	78,000

Page 23

FABDEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024



Total current tax	-	-

Deferred tax
Origination and reversal of timing differences	(147,262)	132,541
Total deferred tax	(147,262)	132,541


	Tax on (loss)/profit	(147,262)	132,541

Profit on ordinary activities before tax

391,527

(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)	(52,262)	92,009
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	61	22,382
Profit on disposal of fixed assets	(798)	-
Timing differences net of movement in tax rates	(54,873)	25,967
Changes in provisions leading to an increase (decrease) in the tax charge	(39,390)	(7,817)
Total tax charge for the year	(147,262)	132,541

Page 24

FABDEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.	Intangible assets

	Patents	Dairy development costs	Brewery development costs	Total
	£	£	£	£
Cost
At 1 January 2024	150,001	259,842	544,980	954,823
At 31 December 2024	150,001	259,842	544,980	954,823
Amortisation
At 1 January 2024	112,500	176,650	120,942	410,092
Charge for the year on owned assets	15,000	25,744	54,498	95,242
At 31 December 2024	127,500	202,394	175,440	505,334
Net book value
At 31 December 2024	22,501	57,448	369,540	449,489
At 31 December 2023	37,501	83,192	424,038	544,731

The above intangibles include development costs relating to Dairy and also Brewery development. These have been split out as they relate to different areas of the business.

Page 25

FABDEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.	Tangible fixed assets

	Freehold property	Plant and machinery	Motor vehicles	Total
	£	£	£	£
Cost or valuation
At 1 January 2024	460,231	4,972,807	121,963	5,555,001
Additions	-	183,715	-	183,715
Disposals	-	-	(28,914)	(28,914)
At 31 December 2024	460,231	5,156,522	93,049	5,709,802
Depreciation
At 1 January 2024	226,780	3,709,746	84,297	4,020,823
Charge for the year on owned assets	2,778	58,499	-	61,277
Charge for the year on financed assets	13,494	19,549	13,606	46,649
Disposals	-	-	(17,154)	(17,154)
At 31 December 2024	243,052	3,787,794	80,749	4,111,595
Net book value
At 31 December 2024	217,179	1,368,728	12,300	1,598,207
At 31 December 2023	233,451	1,263,061	37,666	1,534,178

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
	2024	2023
	£	£


Land and buildings	198,277	209,155
Plant and machinery	129,960	107,284
Motor vehicles	10,750	36,115
	338,987	352,554

Page 26

FABDEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	255,900
	At 31 December 2024	255,900

Subsidiary undertaking
The following was a subsidiary undertaking of the Company:
Name	Registered office	Class of shares	Holding

Fabdec GmBH

Gerhardstraße 5, 45892 Gelsenkirchen, Germany

Ordinary

100%

	The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:
	Name	Aggregate of share capital and reserves	Profit/(Loss)

Fabdec GmBH

425,915

23,595

Page 27

FABDEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Stocks
		2024	2023
		£	£

Raw materials and consumables	1,224,406	1,277,816
Work in progress	43,466	20,622
Finished goods and goods for resale	1,215,644	1,406,211
	2,483,516	2,704,649

Stocks are stated net of a provision for slow moving and obsolete stock of £263,662 (2023: £243,626).
Stock stated in cost of sales as an expense in the year total £6,066,399 (2023: £7,339,822).

15.	Debtors
		2024	2023
		£	£

Due after more than one year
Amounts owed by group undertakings	1,233,177	1,238,831
Deferred tax asset	485,572	474,904
	1,718,749	1,713,735

					2024	2023
					£	£

Due within one year
Trade debtors	1,519,512	2,458,946
Other debtors	-	5,779
Prepayments and accrued income	209,144	202,251
Deferred taxation	47,375	-
	1,776,031	2,666,976

Amounts owed by group undertakings do not accrue interest and are repayable on demand.

Page 28

FABDEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.	Cash and cash equivalents
		2024	2023
		£	£

Cash at bank and in hand	561,808	515,052
	561,808	515,052

17.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

Bank loans	173,953	247,560
Other loans	886,992	839,162
Trade creditors	1,657,393	1,741,865
Amounts owed to group undertakings	375,590	406,084
Other taxation and social security	82,320	305,032
Obligations under finance lease and hire purchase contracts	109,643	94,962
Other creditors	-	15
Accruals and deferred income	146,328	316,565
	3,432,219	3,951,245

18.	Creditors: Amounts falling due after more than one year
		2024	2023
		£	£

Bank loans	213,493	406,302
Net obligations under finance leases and hire purchase contracts	79,874	148,556
	293,367	554,858

Bank loans are secured against a fixed and floating charge covering all the property or undertaking of the company.
Other loans are secured against a fixed and floating charge over the undertaking and all property and assets of the company.
Obligations under finance lease and hire purchase contracts are secured against the asset to which the finance relates.

Page 29

FABDEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Amounts falling due within one year
Bank loans	173,953	247,560
Other loans	886,992	839,162
	1,060,945	1,086,722
Amounts falling due 1-2 years
Bank loans	65,616	176,830
	65,616	176,830
Amounts falling due 2-5 years
Bank loans	147,877	218,299
	147,877	218,299
Amounts falling due after more than 5 years
Bank loans	-	11,173
	-	11,173
	1,274,438	1,493,024

Within one year	109,643	94,962
Between 1-5 years	79,874	148,556
	189,517	243,518

Page 30

FABDEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

21.	Deferred taxation

		2024
		£
	Balance B/Fwd
	At beginning of year	179,063
	Charged to the profit or loss	147,262
	Charged to other comprehensive income	(113,750)
	At end of year	212,575

The deferred tax balance is made up as follows:
	2024	2023
	£	£

Accelerated capital allowances	(320,372)	(295,841)
Tax losses carried forward	423,447	207,099
FRS102 pension deficit	109,500	267,805
	212,575	179,063

Comprising:
Asset - due after one year	485,572	474,904
Asset - due within one year	47,375	-
Liability	(320,372)	(295,841)
	212,575	179,063

22.	Provisions

		Warranty Provision
		£

	At 1 January 2024	132,560
	At 31 December 2024	132,560

Page 31

FABDEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

23.	Share Capital
		2024	2023
		£	£

Allotted, called up and fully paid

1,340,000 (2023 - 1,340,000) Ordinary Shares shares of £1.00 each	1,340,000	1,340,000

24.

Reserves

Share premium account

The share premium reserve represents the difference between the par value of the Company's shares and the amount that the Company actually received for newly issued shares.

Other reserves

Other reserves relates to unrealised gains in relation to the patent capitalised previously.

Profit and loss account

The profit and loss account reserve represents the cumulative profits and losses made by the Company since incorporation after any dividends paid.

	Contracted for but not provided in these financial statements	-	51,408
		-	51,408

Page 32

FABDEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

26.	Pension commitments

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 £263,000 (2023: £254,000).

The Company operates a Defined Benefit Pension Scheme.

Fabdec Limited operates a final salary defined benefit pension plan in the UK, the Fabdec Limited Pension Fund. The latest actuarial valuation of the scheme was carried out as at the 31 May 2018, which was by a qualified independent actuary. The scheme is now closed to new members.

Reconciliation of present value of plan liabilities:
	2024	2023
	£	£

Reconciliation of present value of plan liabilities
At the beginning of the year	7,700,000	7,500,000
Interest cost	357,000	363,000
Actuarial gains/(losses)	(926,000)	42,000
Benefits paid	(231,000)	(205,000)
At the end of the year	6,900,000	7,700,000

Reconciliation of present value of plan assets:
	2024	2023
	£	£

At the beginning of the year	6,647,000	6,459,000
Expected return on plan assets	312,000	318,000
Actuarial gains/losses	(471,000)	(179,000)
Contributions	263,000	254,000
Benefits paid	(231,000)	(205,000)
Admin expenses paid	(58,000)	-
At the end of the year	6,462,000	6,647,000

Page 33

FABDEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

26.Pension commitments (continued)

Composition of plan assets:
	2024	2023
	£	£

Bonds	4,902,000	5,160,000
Cash	82,000	58,000
Diversified Growth Fund	1,478,000	1,429,000
Total plan assets	6,462,000	6,647,000

					2024	2023
					£	£

Fair value of plan assets	6,462,000	6,647,000
Present value of plan liabilities	(6,900,000)	(7,700,000)
Net pension scheme liability	(438,000)	(1,053,000)

The amounts recognised in profit or loss are as follows:
	2024	2023
	£	£

	Interest on obligation	(45,000)	(78,000)
	Total	(45,000)	(78,000)

Page 34

FABDEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

26.Pension commitments (continued)

Principal actuarial assumptions at the reporting date (expressed as weighted averages):
	2024	2023
	%	%

Discount rate	5.6	4.7
Inflation assumption	3.10	3.05
Mortality rates
- for a male aged 65 now	21	22
- at 65 for a male aged 45 now	23	23
- for a female aged 65 now	24	24
- at 65 for a female member aged 45 now	25	25

	Amounts for the current and previous four periods are as follows:
	Defined benefit pension schemes

Defined benefit obligation	(6,900,000)	(7,700,000)	(7,500,000)	(9,500,000)	(9,600,000)
Unrecognised past service cost	6,462,000	6,647,000	6,459,000	7,368,000	6,795,000
Surplus	(438,000)	(1,053,000)	(1,041,000)	(2,132,000)	(2,805,000)

Page 35

FABDEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Not later than 1 year	200,131	197,344
Later than 1 year and not later than 5 years	8,520	6,283
	208,651	203,627

28.	Related party transactions
	As the Company is a wholly owned subsidiary of Fabdec Holdings Limited, the Company has taken advantage of the exemption contained in FRS102 and has therefore not disclosed transactions or balances with entities which form part of the group. The financial statements of Fabdec Holdings Limited, the ultimate parent Company of the group, can be obtained from Companies House.

29.	Controlling party

The Company is a wholly owned subsidiary of Fabdec Holdings Limited, a Company incorporated in England and Wales.
Fabdec Holdings Limited prepares consolidated financial statements for the group (of which Fabdec Limited is a member). The consolidated group accounts are available from Companies House.

Page 36