ACCOUNTS - Final Accounts preparation

Operating profit

The operating profit is stated after charging:

Registered number: 04354428

FABDEC HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FABDEC HOLDINGS LIMITED

COMPANY INFORMATION

Directors	G Egar
	C Powell
	G Haddad


Company secretary	G Egar


Registered number	04354428


Registered office	C/O Fabdec Limited
	Grange Road
	Ellesmere
	Shropshire
	SY12 9DG


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

FABDEC HOLDINGS LIMITED

CONTENTS

	Page
Group strategic report	1
Directors' report	2 - 3
Independent auditors' report	4 - 8
Consolidated income statement	9
Consolidated statement of comprehensive income	10
Consolidated statement of financial position	11 - 12
Company statement of financial position	13
Consolidated statement of changes in equity	14 - 15
Company statement of changes in equity	16
Consolidated statement of cash flows	17
Notes to the financial statements	18 - 42

FABDEC HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Business review

The Group’s financial performance in the accounts show sales of £13.4m (2023: £15.1m), and loss before tax of £90k (2023: £407k 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 HOLDINGS 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 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 judgements 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 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £56,793 (2023 - £274,837).

Dividends paid on ordinary share capital were £NIL (2023: £NIL).

Directors

The directors who served during the year were:

G Egar

C Powell

G Haddad

Future developments

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

Research and development activities

The Group remains committed to research and development activities.

Page 2

FABDEC HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Branches outside the United Kingdom

The company has branches, as defined in s1046(3) of the Companies Act 2006 outside of the UK as follows:
- Fabdec LLC
- Fabdec GmbH

Disclosure of information to auditors

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

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

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

Post balance sheet events

Post year end, the Group has disposed of its entire controlling interest of Fabdec LLC.

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 HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF FABDEC HOLDINGS LIMITED

Opinion

We have audited the financial statements of Fabdec Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated income statement, 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 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. except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements:

∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's 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 qualified opinion

We are unable to audit balances arising within Fabdec LLC, which is a 100% owned subsidiary of Fabdec Holdings Limited. The balances could not be audited due to sanctions being placed on UK audit firms with persons connected with Russia. The unaudited balances (that were material in the prior year) included in the consolidated profit and loss are turnover of £208,044 (2023: £316,313) and cost of sales of £146,881 (2023: £229,177). There are no material balances arising in the consolidated balance sheet in either the current or prior year financial statements. Consequently, we were unable to determine whether any adjustment to these amounts is necessary. In addition, were any adjustment to the turnover or cost of sales amounts be required, the strategic report would also need to be amended.

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.

Page 4

FABDEC HOLDINGS LIMITED

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

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.

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 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.

Page 5

FABDEC HOLDINGS LIMITED

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

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 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 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 6

FABDEC HOLDINGS LIMITED

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

Auditors' responsibilities for the audit of the financial statements

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

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

We reviewed the susceptibility of the Group's financial statements to material misstatement and identified the principal risks, implementing a series of testing procedures to provide us with sufficient comfort to issue our opinion.
We reviewed the Group's regulatory environment to ensure we could conclude that it had acted in accordance with framework relevant to the Group and its environment and identify any instances of non compliance.
We also assessed the Group's internal control procedures to ensure we could appropriately scrutinise these controls and establish whether our understanding of the control environment was sufficient to supplement our additional testing procedures.
The engagement team consisted of a team that the engagement partner believes is equipped with the relevant level of technical and Group awareness to carry out our work to the required standard.

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 7

FABDEC HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF FABDEC HOLDINGS 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

29 August 2025

Page 8

FABDEC HOLDINGS LIMITED

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	13,369,877	15,106,949
Cost of sales		(8,827,087)	(10,439,931)
Gross profit		4,542,790	4,667,018
Distribution costs		(933,702)	(987,195)
Administrative expenses		(3,501,742)	(3,024,387)
Operating profit	5	107,346	655,436
Interest payable and similar expenses	9	(152,815)	(170,058)
Other finance income		(45,000)	(78,000)
(Loss)/profit before tax		(90,469)	407,378
Tax on (loss)/profit	11	147,262	(132,541)
Profit for the financial year		56,793	274,837

Profit for the year attributable to:
Owners of the parent	56,793	274,837
	56,793	274,837

The notes on pages 18 to 42 form part of these financial statements.

Page 9

FABDEC HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

				2024	2023
			Note	£	£

(Loss)/profit for the financial year	56,793	274,837
Other comprehensive income
Currency translation differences	(17,492)	20,596
Actuarial gain/(loss) on defined benefit schemes	455,000	(221,000)
Movement on deferred tax relating to pension (losses)/gains	(113,750)	55,250
Other comprehensive income for the year	323,758	(145,154)
Total comprehensive income for the year	380,551	129,683

Profit for the year attributable to:
Owners of the parent Company	56,793	274,837
	56,793	274,837

Total comprehensive income attributable to:
Owners of the parent Company	380,551	129,683
	380,551	129,683

The notes on pages 18 to 42 form part of these financial statements.

Page 10

FABDEC HOLDINGS LIMITED

REGISTERED NUMBER: 04354428

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	12		519,074		620,641
Tangible assets	13		1,650,337		1,602,106
			2,169,411		2,222,747
Current assets
Stocks	15	2,572,391		2,823,496
Debtors	16	2,261,558		2,972,381
Cash at bank and in hand	17	562,266		592,788
		5,396,215		6,388,665
Creditors: amounts falling due within one year	18	(3,059,632)		(3,634,009)
Net current assets			2,336,583		2,754,656
Total assets less current liabilities			4,505,994		4,977,403
Creditors: amounts falling due after more than one year	19		(293,367)		(554,858)
Provisions for liabilities
Deferred taxation	22	(320,372)		(295,841)
Other provisions	23	(132,560)		(132,560)
			(452,932)		(428,401)
Net assets excluding pension liability			3,759,695		3,994,144
Pension liability			(438,000)		(1,053,000)
Net assets			3,321,695		2,941,144

Page 11

FABDEC HOLDINGS LIMITED

REGISTERED NUMBER: 04354428

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Capital and reserves
Called up share capital	24	45,000	45,000
Other reserves	25	150,000	150,000
Profit and loss account	25	3,126,695	2,746,144
Equity attributable to owners of the parent Company		3,321,695	2,941,144
		3,321,695	2,941,144

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 18 to 42 form part of these financial statements.

Page 12

FABDEC HOLDINGS LIMITED

REGISTERED NUMBER: 04354428

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Investments	14		1,227,469		1,357,872
			1,227,469		1,357,872
Current assets
Debtors	16	454		454
Cash at bank and in hand	17	454		887
		908		1,341
Creditors: amounts falling due within one year	18	(1,199)		(1,199)
Net current (liabilities)/assets			(291)		142
Total assets less current liabilities			1,227,178		1,358,014

Creditors: amounts falling due after more than one year	19		(1,237,072)		(1,237,072)

Net assets excluding pension liability			(9,894)		120,942
Net (liabilities)/assets			(9,894)		120,942

Capital and reserves
Called up share capital	24		45,000		45,000
Profit and loss account brought forward		75,942		76,612
Loss for the year		(130,836)		(670)
Profit and loss account carried forward			(54,894)		75,942
			(9,894)		120,942

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 18 to 42 form part of these financial statements.

Page 13

FABDEC HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Other reserves	Profit and loss account	Equity attributable to owners of parent Company	Total equity
	£	£	£	£	£
At 1 January 2024	45,000	150,000	2,746,144	2,941,144	2,941,144
Comprehensive income for the year
Profit for the year	-	-	56,793	56,793	56,793
Currency translation differences	-	-	(17,492)	(17,492)	(17,492)
Actuarial gains on pension scheme	-	-	341,250	341,250	341,250
Other comprehensive income for the year	-	-	323,758	323,758	323,758
Total comprehensive income for the year	-	-	380,551	380,551	380,551
Total transactions with owners	-	-	-	-	-
At 31 December 2024	45,000	150,000	3,126,695	3,321,695	3,321,695

The notes on pages 18 to 42 form part of these financial statements.

Page 14

FABDEC HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

	Called up share capital	Other reserves	Profit and loss account	Equity attributable to owners of parent Company	Total equity
	£	£	£	£	£
At 1 January 2023	45,000	150,000	2,616,461	2,811,461	2,811,461
Comprehensive income for the year
Profit for the year	-	-	274,837	274,837	274,837
Currency translation differences	-	-	20,596	20,596	20,596
Actuarial losses on pension scheme	-	-	(165,750)	(165,750)	(165,750)
Other comprehensive income for the year	-	-	(145,154)	(145,154)	(145,154)
Total comprehensive income for the year	-	-	129,683	129,683	129,683
Total transactions with owners	-	-	-	-	-
At 31 December 2023	45,000	150,000	2,746,144	2,941,144	2,941,144

The notes on pages 18 to 42 form part of these financial statements.

Page 15

FABDEC HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2023	45,000	76,612	121,612
Comprehensive income for the year
Loss for the year	-	(670)	(670)
Total comprehensive income for the year	-	(670)	(670)
Total transactions with owners	-	-	-

At 1 January 2024	45,000	75,942	120,942
Comprehensive income for the year
Loss for the year	-	(130,836)	(130,836)
Total comprehensive income for the year	-	(130,836)	(130,836)
Total transactions with owners	-	-	-
At 31 December 2024	45,000	(54,894)	(9,894)

The notes on pages 18 to 42 form part of these financial statements.

Page 16

FABDEC HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
(Loss)/profit for the financial year	56,793	274,837
Adjustments for:
Amortisation of intangible assets	101,567	101,566
Depreciation of tangible assets	123,764	265,115
Loss on disposal of tangible assets	(3,192)	-
Interest paid	152,815	170,058
Taxation charge	(147,262)	132,541
Decrease in stocks	251,105	545,239
Decrease in debtors	768,866	661,549
(Decrease) in creditors	(556,416)	(820,433)
(Decrease) in net pension assets/liabs	(160,000)	(209,000)
Foreign exchange differences	(14,662)	21,968
Net cash generated from operating activities	573,378	1,143,440

Cash flows from investing activities
Purchase of tangible fixed assets	(186,586)	(301,840)
Sale of tangible fixed assets	14,953	-
HP interest paid	(64,344)	(71,514)
Net cash from investing activities	(235,977)	(373,354)
Cash flows from financing activities
Repayment of loans	(218,586)	(377,371)
Repayment of finance leases	(60,866)	(86,717)
Interest paid	(88,471)	(98,544)
Net cash used in financing activities	(367,923)	(562,632)
Net (decrease)/increase in cash and cash equivalents	(30,522)	207,454
Cash and cash equivalents at beginning of year	592,788	385,334
Cash and cash equivalents at the end of year	562,266	592,788

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	562,266	592,788
	562,266	592,788

Page 17

FABDEC HOLDINGS 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, and associated activities.

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 judgement 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 Income statement 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 the Company and its own subsidiaries ("the Group") as if they form 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 income statement from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being .

2.3

Going concern

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

Page 18

FABDEC HOLDINGS 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 Consolidated income statement within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 19

FABDEC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.5

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.

2.6

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 20

FABDEC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

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

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.

2.9

Borrowing costs

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

Page 21

FABDEC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.10

Pensions

Defined benefit pension plan

The Group 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 Group'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'.

Page 22

FABDEC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.11

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.

2.12

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 the Group's share 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 Consolidated income statement 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 23

FABDEC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.13

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	-	6.67%
Plant and machinery	-	4-33%
Motor vehicles	-	33-50%

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.

2.14

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.

2.15

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.

2.16

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.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

Page 24

FABDEC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.17

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.

2.18

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.

2.19

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.

The Group 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 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 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.

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.

Page 25

FABDEC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.19

Financial instruments (continued)

Impairment of financial assets

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

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

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

Basic financial liabilities

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

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 26

FABDEC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.19

Financial instruments (continued)

Derecognition of financial instruments

Derecognition of financial assets

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

Derecognition of financial liabilities

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

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

Estimates and judgements 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 Group 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

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

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	8,436,911	9,940,559
Rest of Europe	4,932,966	5,166,390
	13,369,877	15,106,949

Page 27

FABDEC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

	Exchange differences	34	(95)
	Other operating lease rentals	256,430	256,236

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements

23,800

22,900

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

		Group	Group
		2024	2023
		£	£


Wages and salaries	3,639,134	3,641,755
Social security costs	290,528	299,036
Cost of defined benefit scheme	60,440	84,305
	3,990,102	4,025,096

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

	2024	2023
	No.	No.

Production Staff	71	78
Administration Staff	32	34
Sales Staff	7	7

	110	119

Page 28

FABDEC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

8.	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 Group'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 Group's contributions paid to a defined benefit pension scheme in respect of the highest paid director amounted to £NIL (2023 - £NIL).

9.	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

10.	Other finance costs
		2024	2023
		£	£

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

Page 29

FABDEC HOLDINGS 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

(Loss)/profit on ordinary activities before tax

(90,469)

407,378

(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)	(22,617)	95,734
Effects of:
Non-tax deductible amortisation of goodwill and impairment	1,581	1,486
Expenses not deductible for tax purposes	61	22,383
Timing differences net of movement in tax rates	(94,608)	26,124
Changes in provisions leading to an increase (decrease) in the tax charge	(345)	(7,817)
Other differences leading to an increase (decrease) in the tax charge	(31,334)	(5,369)
Total tax charge for the year	(147,262)	132,541

Page 30

FABDEC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.	Intangible assets
	Group and Company

	Patents	Development expenditure	Brewery development Costs	Goodwill	Total
	£	£	£	£	£
Cost
At 1 January 2024	150,001	259,842	544,980	1,520,975	2,475,798
At 31 December 2024	150,001	259,842	544,980	1,520,975	2,475,798
Amortisation
At 1 January 2024	112,500	176,650	120,942	1,445,065	1,855,157
Charge for the year on owned assets	15,000	25,744	54,498	6,325	101,567
At 31 December 2024	127,500	202,394	175,440	1,451,390	1,956,724
Net book value
At 31 December 2024	22,501	57,448	369,540	69,585	519,074
At 31 December 2023	37,501	83,192	424,038	75,910	620,641

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

Page 31

FABDEC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Tangible fixed assets
	Group

	Freehold property	Plant and machinery	Motor vehicles	Total
	£	£	£	£
Cost or valuation
At 1 January 2024	460,231	4,972,807	325,429	5,758,467
Additions	-	183,715	2,871	186,586
Disposals	-	-	(44,531)	(44,531)
Exchange adjustments	-	-	(8,287)	(8,287)
At 31 December 2024	460,231	5,156,522	275,482	5,892,235
Depreciation
At 1 January 2024	226,780	3,709,746	219,835	4,156,361
Charge for the year on owned assets	2,778	58,499	15,838	77,115
Charge for the year on financed assets	13,494	19,549	13,606	46,649
Disposals	-	-	(32,770)	(32,770)
Exchange adjustments	-	-	(5,457)	(5,457)
At 31 December 2024	243,052	3,787,794	211,052	4,241,898
Net book value
At 31 December 2024	217,179	1,368,728	64,430	1,650,337
At 31 December 2023	233,451	1,263,061	105,594	1,602,106

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 32

FABDEC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	1,357,872
	At 31 December 2024	1,357,872
	Impairment
	Charge for the period	130,403
	At 31 December 2024	130,403

Impairment losses totalling £130,403 were recognised in the profit and loss.

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Class of shares	Holding

Fabdec Limited	Ordinary	100%
Fabdec GmbH	Ordinary	100%
Fabdec LLC	Ordinary	100%
Cooke's Fabdec Limited	Ordinary	100%
Fabdec Ireland Limited	Ordinary	100%

Page 33

FABDEC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.	Stocks
		Group	Group
		2024	2023
		£	£

Raw materials and consumables	1,224,406	1,277,816
Work in progress (goods to be sold)	43,466	20,622
Finished goods and goods for resale	1,304,519	1,525,058
	2,572,391	2,823,496

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).

16.

Debtors

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

Due after more than one year
Deferred tax asset	485,572	474,904	-	-
Due within one year
Trade debtors	1,519,012	2,288,462	-	-
Other debtors	455	6,234	454	454
Prepayments and accrued income	209,144	202,781	-	-
Deferred taxation	47,375	-	-	-
	2,261,558	2,972,381	454	454

17.	Cash and cash equivalents
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Cash at bank and in hand	562,266	592,788	454	887
	562,266	592,788	454	887

Page 34

FABDEC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

18.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Bank loans	173,953	247,560	-	-
Other loans	886,992	839,162	-	-
Trade creditors	1,657,393	1,741,865	-	-
Other taxation and social security	82,320	308,763	-	-
Obligations under finance lease and hire purchase contracts	111,447	103,631	-	-
Other creditors	1,199	74,480	1,199	1,199
Accruals and deferred income	146,328	318,548	-	-
	3,059,632	3,634,009	1,199	1,199

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

19.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Bank loans	213,493	406,302	-	-
Net obligations under finance leases and hire purchase contracts	79,874	148,556	-	-
Amounts owed to group undertakings	-	-	1,237,072	1,237,072
	293,367	554,858	1,237,072	1,237,072

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

Page 35

FABDEC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

20.	Loans

		Group	Group
		2024	2023
		£	£

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

21.	Hire purchase and finance leases
	Minimum lease payments under hire purchase fall due as follows:
		Group	Group
		2024	2023
		£	£

Within one year	111,447	103,631
Between 1-5 years	79,874	148,556
	191,321	252,187

Page 36

FABDEC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

22.	Deferred taxation
	Group

		2024
		£

	At beginning of year	179,063
	Charged to profit or loss	147,262
	Charged to other comprehensive income	(113,750)
	At end of year	212,575

Company

		2024

	At end of year	-

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

Accelerated capital allowances	(320,372)	(295,841)
Tax losses carried forward	423,447	207,099
Pension surplus	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

Page 37

FABDEC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

23.	Provisions
	Group

		Warranty provision
		£

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

24.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

45,000 (2023 - 45,000) Ordinary shares of £1.00 each	45,000	45,000

25.

Reserves

Other reserves

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

Profit and loss account

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

26.	Analysis of net debt

		At 1 January 2024	Cash flows	At 31 December 2024
		£	£	£

Cash at bank and in hand	592,788	(30,522)	562,266
Debt due after 1 year	(406,302)	192,809	(213,493)
Debt due within 1 year	(1,087,921)	25,777	(1,062,144)
Finance leases	(252,187)	60,866	(191,321)
	(1,153,622)	248,930	(904,692)

Page 38

FABDEC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

27.	Capital commitments
	At 31 December 2024 the Group and Company had capital commitments as follows:
		Group	Group
		2024	2023
		£	£

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

28.	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 £263,000 (2023: £254,000).

The Group 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

Page 39

FABDEC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

28.Pension commitments (continued)

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)
Previously unrecognised surplus deducted	(58,000)	-
At the end of the year	6,462,000	6,647,000

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)

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FABDEC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

28.Pension commitments (continued)

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

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

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	21
- 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

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FABDEC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

28.Pension commitments (continued)

Amounts for the current and previous four periods are as follows:
Defined benefit pension schemes
	2024	2023	2022	2021	2020
	£	£	£	£	£

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)

29.	Commitments under operating leases
	At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2024	2023
		£	£

Not later than 1 year	200,182	197,344
Later than 1 year and not later than 5 years	9,574	6,283
	209,756	203,627

30.	Related party transactions
	The Company has taken advantage of the exemption under FRS102 not to disclose transactions with wholly owned group companies.

31.	Controlling party

The Company and Group are under control of the directors by virtue of their majority ownership of the Company's share capital.

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