Company registration number 02744578 (England and Wales)
REVERSE ENGINEERING LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
REVERSE ENGINEERING LIMITED
COMPANY INFORMATION
Director
Dr X J Zhang
Company number
02744578
Registered office
781 Wilmslow Road
Manchester
M20 2RW
Auditor
JS. Audit Limited
James House
Stonecross Business Park
Yew Tree Way
Warrington
Cheshire
WA3 3JD
Business address
781 Wilmslow Road
Manchester
M20 2RW
Bankers
The Co-operative Bank plc
PO Box 101
1 Balloon Street
Manchester
M60 4EP
REVERSE ENGINEERING LIMITED
CONTENTS
Page
Strategic report
1 - 2
Director's report
3 - 4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 31
REVERSE ENGINEERING LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The director presents the strategic report for the year ended 31 December 2024.
Fair review of the business
The results for the group show a pre-tax profit of £1.3m (2023: £1.1m loss) for the year and turnover of £16.2m (2023: £13.7m).
The performance of the group remains steady despite challenging economic market conditions due to oil price fluctuations and geopolitical conflicts, revenue remains consistent and the group’s range of leak and theft detection and simulation solutions, expert knowledge and wide customer base continue to generate global opportunities.
Strategy
The group’s success is pertained to the track record of its leak and theft detection systems and the group regard continued development and investment in research of new products as the foremost way of maintaining its leading market position.
The group remains focused on achieving its diversification strategy by 2026 and efforts to develop new products and markets are ongoing. . As the cost of labour has increased more than the revenue, it is critical for the company to increase sales and accelerate the expansion to new markets.
Principal risks and uncertainties
The management of the business and the execution of the group’s strategy are subject to a number of risks. Risks are rigorously monitored and regularly reviewed by the Board and appropriate processes put in place to manage and mitigate them.
The key business risks affecting the group are set out below.
Commodity risk
The commodity price of oil has impacted the investment decisions of the major pipeline organisations, reducing large scale investment prospects significantly. The drive for net zero has also adversely impacted on investments in the oil and gas industry. The group is investing in new product development to ensure that their product portfolio is diverse to adapt to wider markets and industries.
Foreign exchange risk
The group has predominantly international operations so exposure to currency fluctuation are substantial. The group continually monitors the market movements and suitable hedges are used to mitigate this risk.
Key performance indicators
The group monitor progress and the impact of policy adjustments with reference to gross profit margins and PBT growth combined with ongoing monitoring of our liquidity position.
2024 2023
Gross Margin 76.1% 67.8% Gross profit generated as a proportion of revenue
PBT £1.3m £(1.1)m Profit/(Loss) before tax
REVERSE ENGINEERING LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Dr X J Zhang
Director
24 September 2025
REVERSE ENGINEERING LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
The director presents her annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of the company continues to be that of a holding company. The principal activity of the group continued to be that of the provision of pipeline application services
Results and dividends
The results for the year are set out on page 8.
Ordinary dividends were paid amounting to £3,640,006. The director does not recommend payment of a further dividend.
Director
The director who held office during the year and up to the date of signature of the financial statements was as follows:
Dr X J Zhang
Financial instruments
Liquidity risk
The group manages its cash and borrowing requirements in order to generate interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.
Interest rate risk
The group is exposed to fair value interest rate risk on its floating rate deposits. The group does not consider it necessary to use any financial products to mitigate this risk.
Credit risk
Investments of cash surpluses are made through banks which must fulfil credit rating criteria approved by the Board.
All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.
Research and development
The group continues to invest in the development of its software and hardware leak detection solutions. The director regards investment in research and development as essential for maintaining its position in the existing market and diversifications to new markets.
Future developments
The global oil market is expected to remain challenging during 2025 with increased uncertainties caused by geopolitics. The director remains confident that continued development of the group's product range, expansion of customer base and new markets will maintain opportunities for the next year and beyond.
Auditor
The auditor, JS. Audit Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
REVERSE ENGINEERING LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Statement of director's responsibilities
The director is responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless she is satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. She is also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Strategic report
The truegroup has chosen in accordance with Companies Act 2006, s.414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of review of the business and principal risks and uncertainties.
Statement of disclosure to auditor
So far as the director is aware, there is no relevant audit information of which the auditor of the company and group is unaware. Additionally, the director has taken all the necessary steps that she ought to have taken as a director in order to make herself aware of all relevant audit information and to establish that the auditor of the company and group is aware of that information.
On behalf of the board
Dr X J Zhang
Director
24 September 2025
REVERSE ENGINEERING LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF REVERSE ENGINEERING LIMITED
- 5 -
Opinion
We have audited the financial statements of Reverse Engineering Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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 director with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the director's report have been prepared in accordance with applicable legal requirements.
REVERSE ENGINEERING LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF REVERSE ENGINEERING LIMITED
- 6 -
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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's 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 director
As explained more fully in the director's responsibilities statement included within the director's report, the director is 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 director is 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 director either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities and 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.
Based on our understanding of the group and sector, we identified that the principal risks of non-compliance with laws and regulations related to, but were not limited to, the Companies Act 2006, UK tax, employment and pension law and Health & Safety regulations and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006.
We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to management bias in accounting estimates and judgements and risk of fraudulent revenue recognition.
REVERSE ENGINEERING LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF REVERSE ENGINEERING LIMITED
- 7 -
Our procedures to respond to risks identified included the following:
reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
enquiring of management about actual and potential litigation and claims and their policies and procedures to detect fraud, as well as whether they have knowledge of any actual, suspected or alleged fraud;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
obtaining an understanding of provisions and holding discussions with management to understand the basis of recognition or non-recognition of tax provisions; and
in addressing the risk of fraud through management override of controls: testing the appropriateness of journal entries; assessing whether the accounting estimates, judgements and decisions made by management are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Christopher Moss BSc F.C.A. (Senior Statutory Auditor)
For and on behalf of JS. Audit Limited, Statutory Auditor
Chartered Accountants
James House
Stonecross Business Park
Yew Tree Way
Warrington
Cheshire
WA3 3JD
26 September 2025
REVERSE ENGINEERING LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2024
2023
Notes
£
£
Turnover
3
16,204,370
13,682,498
Cost of sales
(3,875,809)
(4,403,279)
Gross profit
12,328,561
9,279,219
Administrative expenses
(11,350,935)
(10,768,807)
Other operating income
86,697
91,121
Operating profit/(loss)
4
1,064,323
(1,398,467)
Interest receivable and similar income
8
189,555
320,794
Fair value gains and losses on investment properties
12
(55,733)
Profit/(loss) before taxation
1,253,878
(1,133,406)
Tax on profit/(loss)
9
64,783
530,962
Profit/(loss) for the financial year
1,318,661
(602,444)
Other comprehensive income
Revaluation of tangible fixed assets
30,000
Currency translation differences
(156,095)
(111,909)
Total comprehensive income for the year
1,162,566
(684,353)
Profit/(loss) for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
REVERSE ENGINEERING LIMITED
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
11
2,920,200
3,002,523
Investment properties
12
1,017,000
1,017,000
3,937,200
4,019,523
Current assets
Stocks
15
272,257
228,506
Debtors
16
12,057,434
10,563,967
Cash at bank and in hand
7,022,684
8,645,164
19,352,375
19,437,637
Creditors: amounts falling due within one year
17
(11,832,741)
(9,522,886)
Net current assets
7,519,634
9,914,751
Total assets less current liabilities
11,456,834
13,934,274
Capital and reserves
Called up share capital
21
2,001,500
2,001,500
Share premium account
22
200,000
200,000
Revaluation reserve
22
30,000
30,000
Merger reserve
22
(1,969,569)
(1,969,569)
Profit and loss reserves
22
11,194,903
13,672,343
Total equity
11,456,834
13,934,274
The financial statements were approved and signed by the director and authorised for issue on 24 September 2025
24 September 2025
Dr X J Zhang
Director
REVERSE ENGINEERING LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
11
2,736,892
2,822,195
Investment properties
12
1,017,000
1,017,000
Investments
13
2,000,000
2,000,000
5,753,892
5,839,195
Current assets
Debtors
16
2,773,851
2,642,362
Cash at bank and in hand
104,588
281,430
2,878,439
2,923,792
Creditors: amounts falling due within one year
17
(22,269)
(21,179)
Net current assets
2,856,170
2,902,613
Total assets less current liabilities
8,610,062
8,741,808
Creditors: amounts falling due after more than one year
18
(6,181,108)
(6,251,346)
Provisions for liabilities
19
(10,000)
(10,000)
Net assets
2,418,954
2,480,462
Capital and reserves
Called up share capital
21
2,001,500
2,001,500
Share premium account
22
200,000
200,000
Revaluation reserve
22
30,000
30,000
Profit and loss reserves
22
187,454
248,962
Total equity
2,418,954
2,480,462
As permitted by s408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £3,578,498 (2023 - £4,302,905 profit).
The financial statements were approved and signed by the director and authorised for issue on 24 September 2025
24 September 2025
Dr X J Zhang
Director
Company Registration No. 02744578
REVERSE ENGINEERING LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Share premium account
Revaluation reserve
Merger reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2023
2,001,500
200,000
(1,969,569)
18,819,701
19,051,632
Year ended 31 December 2023:
Loss for the year
-
-
-
-
(602,444)
(602,444)
Other comprehensive income:
Revaluation of tangible fixed assets
-
-
30,000
-
-
30,000
Currency translation differences
-
-
-
-
(111,909)
(111,909)
Total comprehensive income
-
-
30,000
-
(714,353)
(684,353)
Dividends
10
-
-
-
-
(4,433,005)
(4,433,005)
Balance at 31 December 2023
2,001,500
200,000
30,000
(1,969,569)
13,672,343
13,934,274
Year ended 31 December 2024:
Profit for the year
-
-
-
-
1,318,661
1,318,661
Other comprehensive income:
Currency translation differences
-
-
-
-
(156,095)
(156,095)
Total comprehensive income
-
-
-
-
1,162,566
1,162,566
Dividends
10
-
-
-
-
(3,640,006)
(3,640,006)
Balance at 31 December 2024
2,001,500
200,000
30,000
(1,969,569)
11,194,903
11,456,834
REVERSE ENGINEERING LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
Share capital
Share premium account
Revaluation reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2023
2,001,500
200,000
379,062
2,580,562
Year ended 31 December 2023:
Profit for the year
-
-
-
4,302,905
4,302,905
Other comprehensive income:
Revaluation of tangible fixed assets
-
-
30,000
-
30,000
Total comprehensive income
-
-
30,000
4,302,905
4,332,905
Dividends
10
-
-
-
(4,433,005)
(4,433,005)
Balance at 31 December 2023
2,001,500
200,000
30,000
248,962
2,480,462
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
-
3,578,498
3,578,498
Dividends
10
-
-
-
(3,640,006)
(3,640,006)
Balance at 31 December 2024
2,001,500
200,000
30,000
187,454
2,418,954
REVERSE ENGINEERING LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
27
2,126,772
1,272,223
Income taxes (paid)/refunded
(135,612)
226,044
Net cash inflow from operating activities
1,991,160
1,498,267
Investing activities
Purchase of tangible fixed assets
(105,535)
(65,178)
Repayment of loans
98,441
184,558
Interest received
189,555
320,794
Net cash generated from investing activities
182,461
440,174
Financing activities
Repayment of borrowings
-
(914,016)
Dividends paid to equity shareholders
(3,640,006)
(4,433,005)
Net cash used in financing activities
(3,640,006)
(5,347,021)
Net decrease in cash and cash equivalents
(1,466,385)
(3,408,580)
Cash and cash equivalents at beginning of year
8,645,164
12,165,653
Effect of foreign exchange rates
(156,095)
(111,909)
Cash and cash equivalents at end of year
7,022,684
8,645,164
REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
1
Accounting policies
Company information
Reverse Engineering Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office and principal place of business is 781 Wilmslow Road, Manchester, M20 2RW.
The group consists of Reverse Engineering Limited and all of its subsidiaries.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include investment properties and freehold land and buildings at fair value. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;
Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.
1.2
Basis of consolidation
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
The consolidated financial statements incorporate those of Reverse Engineering Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.
All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
1.3
Going concern
At the time of approving the financial statements, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.
1.4
Turnover
Turnover represents the amount received or receivable for the provision and maintenance of pipeline application software provided provided prior the balance sheet date, and is shown net of VAT and other sales related taxes as well as royalty fees receivable. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Amounts in respect of long term contracts are recognised in accordance with the stage of completion of the contract in proportion to the costs incurred compared to the estimated total contract costs.
1.5
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
1.6
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Freehold land and buildings
2% per annum straight line basis
Building improvements
10% or 25% per annum straight line basis
Plant and machinery
25% per annum straight line basis
Fixtures, fittings and equipment
25% per annum straight line basis
Computer equipment
25% per annum straight line basis
Motor vehicles
20% per annum straight line basis
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
1.7
Investment properties
Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.
REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.8
Fixed asset investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.9
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
1.10
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or normal consideration are measured at the lower of replacement costs and cost, adjusted where applicable for any loss of service potential.
1.11
Long term software contracts
Where the outcome of a software contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the reporting end date. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered probable.
When it is probable that total contract costs will exceed total contract turnover, the expected loss is recognised as an expense immediately.
Where the outcome of a software contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred where it is probable that they will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. Costs incurred in securing a contract are recognised as an expense in the period in which they are incurred.
The “percentage of completion method” is used to determine the appropriate amount to recognise in a given period. The percentage completion is determined by the Project Manager for each contract, with the total contracted revenue being multiplied by the percentage completion as at the year end. Any amounts not yet invoiced will be recognised in debtors as amounts recoverable on contracts, and for any amounts invoiced in advance these will be recognised as projects invoiced in advance and included in accruals.
REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.12
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.13
Financial instruments
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of 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 deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
1.14
Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.15
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.16
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.17
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.18
Leases
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
1.19
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
1.20
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
1.21
Translation of group companies
For the purpose of presenting consolidated financial statements, the assets are liabilities of the group's foreign operations are translated from their functional currency to Sterling (£) using the closing exchange rate. Income and expenses are translated using the average rate for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at dates of the transactions are used. Exchange differences arising on the translation of group companies are recognised in other comprehensive income and are not reclassified to profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Recognition of deferred tax assets
The recognition of a deferred tax asset is dependent upon the availability of future taxable profits to utilise trading losses carried forward. Judgements have been made by the director in determining future taxable profits, including the likelihood and amount of research and development tax relief in future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Long term contracts, accrued and deferred income
The calculation of accrued and deferred income on long term contracts is subject to estimation uncertainty and requires an estimation of the value at the reporting date based on the stage of completion of the contract and the overall contract value. Due to the nature of the work undertaken the contracts can take several years to complete and are subject to unforeseen circumstances, however historically this has not been an issue requiring amendment to the accounts. The carrying amount of accrued income at the reporting end date was £1,481,028 (2023: £1,982,768) and deferred income was £3,123,168 (2023: £2,528,060).
REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
3
Turnover and other revenue
An analysis of the group's turnover is as follows:
2024
2023
£
£
Turnover analysed by class of business
Project and contract income
9,453,162
7,471,128
Maintenance income
3,347,659
3,086,579
Royalty fees
3,403,549
3,124,791
16,204,370
13,682,498
2024
2023
£
£
Turnover analysed by geographical market
UK
3,709,947
2,968,093
Europe
1,412,308
2,016,481
Rest of the World
7,678,566
5,573,133
Royalty fees not analysed
3,403,549
3,124,791
16,204,370
13,682,498
2024
2023
£
£
Other significant revenue
Interest income
189,555
320,794
Grants received
-
8,854
4
Operating profit/(loss)
2024
2023
£
£
Operating profit/(loss) for the year is stated after charging:
Exchange losses
85,575
489,480
Depreciation of owned tangible fixed assets
187,858
215,610
Exchange differences recognised in profit or loss during the year, except for those arising on financial instruments measured at fair value through profit or loss, amounted to a loss of £85,575 (2023: £489,480).
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
5,050
1,000
Audit of the financial statements of the company's subsidiaries
13,540
15,940
18,590
16,940
REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
5
Auditor's remuneration
(Continued)
- 21 -
For other services
All other non-audit services
15,825
13,760
6
Director's remuneration
2024
2023
£
£
Remuneration for qualifying services
8,216
8,216
Company pension contributions to defined contribution schemes
8,000
97,471
16,216
105,687
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).
7
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Administration
9
8
-
-
Business Development
14
14
-
-
Operations
81
77
-
-
Directors
3
3
1
1
107
102
1
1
Their aggregate remuneration comprised:
Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
7,603,034
7,000,670
Social security costs
858,521
768,380
-
-
Pension costs
1,309,350
1,074,352
9,770,905
8,843,402
REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
189,555
320,794
9
Taxation
2024
2023
£
£
Current tax
Foreign current tax on profits for the current period
177,753
108,762
Adjustments in foreign tax in respect of prior periods
233
398
Total current tax
177,986
109,160
Deferred tax
Origination and reversal of timing differences
(241,174)
(640,122)
Adjustment in respect of prior periods
(1,595)
Total deferred tax
(242,769)
(640,122)
Total tax credit
(64,783)
(530,962)
The actual credit for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Profit/(loss) before taxation
1,253,878
(1,133,406)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
313,470
(266,577)
Tax effect of expenses that are not deductible in determining taxable profit
2,801
14,318
Change in unrecognised deferred tax assets
(7,570)
(5,065)
Permanent capital allowances in excess of depreciation
(42,280)
(231)
Research and development tax credit
(418,175)
(310,025)
Other permanent differences
(9,910)
Deferred tax adjustments in respect of prior years
(1,595)
Foreign tax credits
88,333
113,227
Foreign tax adjustments in respect of prior years
233
398
Effect of change in deferred tax rates
(67,097)
Taxation credit
(64,783)
(530,962)
REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
9
Taxation
(Continued)
- 23 -
A UK corporation tax rate of 25% was announced in the Chancellor’s Budget of 3 March 2021. The 25% rate will apply from 1 April 2023 and deferred tax has been calculated at this rate.
10
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Interim paid
3,640,006
4,433,005
REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
11
Tangible fixed assets
Group
Freehold land and buildings
Building improvements
Plant and machinery
Fixtures, fittings and equipment
Computer equipment
Motor vehicles
Total
£
£
£
£
£
£
£
Cost or valuation
At 1 January 2024
3,321,280
183,036
111,095
258,709
171,849
78,112
4,124,081
Additions
1,180
18,597
79,758
6,000
105,535
At 31 December 2024
3,321,280
183,036
112,275
277,306
251,607
84,112
4,229,616
Depreciation and impairment
At 1 January 2024
500,598
183,036
72,431
222,398
108,347
34,748
1,121,558
Depreciation charged in the year
84,845
28,069
18,659
40,163
16,122
187,858
At 31 December 2024
585,443
183,036
100,500
241,057
148,510
50,870
1,309,416
Carrying amount
At 31 December 2024
2,735,837
11,775
36,249
103,097
33,242
2,920,200
At 31 December 2023
2,820,682
38,664
36,311
63,502
43,364
3,002,523
REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
Company
Freehold land and buildings
Fixtures, fittings and equipment
Computer equipment
Total
£
£
£
£
Cost or valuation
At 1 January 2024 and 31 December 2024
3,321,280
8,476
1,490
3,331,246
Depreciation and impairment
At 1 January 2024
500,598
8,391
62
509,051
Depreciation charged in the year
84,845
85
373
85,303
At 31 December 2024
585,443
8,476
435
594,354
Carrying amount
At 31 December 2024
2,735,837
1,055
2,736,892
At 31 December 2023
2,820,682
85
1,428
2,822,195
During the prior year the freehold property was revalued. The revalued amount was arrived at on the basis of a valuation carried out by the directors by reference to similar properties in the area, on an open market value basis.
If revalued assets were stated on an historical cost basis rather than a fair value basis, the total amounts included would have been as follows:
2024
2023
£
£
Group
Cost
3,321,280
3,321,280
Accumulated depreciation
(625,443)
(540,598)
Carrying value
2,695,837
2,780,682
12
Investment property
Group
Company
2024
2024
£
£
Fair value
At 1 January 2024 and 31 December 2024
1,017,000
1,017,000
The fair value of the investment property has been arrived at on the basis of a valuation carried out by the director. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.
REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
13
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
14
2,000,000
2,000,000
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024 and 31 December 2024
2,000,000
Carrying amount
At 31 December 2024
2,000,000
At 31 December 2023
2,000,000
14
Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Atmos International Limited
China
Consultancy services
Ordinary
0
100.00
Atmos International Limited
781 Wilmslow Road, Manchester, England, M20 2RW
Pipeline application software
Ordinary
100.00
-
Atmos International Limited
Canada
Consultancy services
Ordinary
0
100.00
15
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Finished goods and goods for resale
272,257
228,506
REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
16
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
3,677,856
2,912,220
154
Gross amounts owed by contract customers
1,481,028
1,982,768
Corporation tax recoverable
42,484
Other debtors
5,004,398
4,073,995
2,509,851
2,510,208
Prepayments and accrued income
664,702
565,819
264,000
132,000
10,827,984
9,577,286
2,773,851
2,642,362
Deferred tax asset
1,229,450
986,681
12,057,434
10,563,967
2,773,851
2,642,362
17
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Trade creditors
29,082
217,397
440
Corporation tax payable
4,586
4,696
Other taxation and social security
607,192
503,680
67
-
Other creditors
5,914,662
4,840,662
22,202
20,739
Accruals and deferred income
5,277,219
3,956,451
11,832,741
9,522,886
22,269
21,179
18
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Amounts owed to group undertakings
6,181,108
6,251,346
REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
19
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£
£
£
£
Accelerated capital allowances
-
-
(15,506)
(10,035)
Tax losses
-
-
1,248,473
978,596
Other provisions
-
-
(10,000)
(10,000)
Short term timing differences
-
-
6,483
28,120
-
-
1,229,450
986,681
Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Company
£
£
£
£
Other provisions
10,000
10,000
-
-
Group
Company
2024
2024
Movements in the year:
£
£
Liability/(Asset) at 1 January 2024
(986,681)
10,000
Credit to profit or loss
(242,769)
-
Liability/(Asset) at 31 December 2024
(1,229,450)
10,000
The deferred tax asset set out above mostly relates to the utilisation of tax losses against future expected profits of the same period.
The total taxable losses carried forward amount to £4,993,892 (2023: £3,914,384).
20
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
1,309,350
1,074,352
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
As at the year end £20,000 (2023: £72,000) of the defined benefit contribution scheme contributions remained unpaid.
REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 29 -
21
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of 1p each
150,000
150,000
1,500
1,500
B Ordinary shares of 1p each
149,962,499
149,962,499
1,499,625
1,499,625
C Ordinary shares of 1p each
50,037,501
50,037,501
500,375
500,375
200,150,000
200,150,000
2,001,500
2,001,500
The C Ordinary shares are non-voting and take priority over the A and B Ordinary shares in the event of the company being wound up.
The A and B Ordinary shares rank pari passu in all other respects.
22
Reserves
Share premium
The reserve records the amount above the nominal value received for shares issued, less transaction costs.
Revaluation reserve
This reserve is used to record the increases in the fair value of land and buildings and decreases to the extent that such decrease still relates to an overall increase on the same asset.
Merger reserve
This representations the difference between the nominal value of the shares issued and the nominal value of the shares received in exchange on a group reconstruction.
Profit and loss reserves
Profit and loss reserves relate to the accumulated profits made to the date of the balance sheet which have not been distributed.
23
Financial commitments, guarantees and contingent liabilities
At the balance sheet date the group has given guarantees to customers totalling £435,713 (2023: £508,513). The guarantees are provided via the group's bankers and are only payable in the event of any potential claim. This is a contingent liability although the likelihood of any claims is considered to be low.
24
Related party transactions
Remuneration of key management personnel
The remuneration of key management personnel is as follows.
2024
2023
£
£
Aggregate compensation
437,399
441,231
REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
24
Related party transactions
(Continued)
- 30 -
Transactions with related parties
During the year the group entered into the following transactions with related parties:
Sale of services
Purchase of services
2024
2023
2024
2023
£
£
£
£
Group
Entities under common control
5,923,937
5,127,157
790,334
669,737
The following amounts were outstanding at the reporting end date:
Amounts due to related parties
2024
2023
£
£
Group
Entities under common control
4,095,790
3,202,749
The following amounts were outstanding at the reporting end date:
Amounts due from related parties
2024
2023
£
£
Group
Entities under common control
3,802,968
2,499,856
25
Directors' transactions
Dividends totalling £3,640,006 (2023: £4,433,005) were paid in the year in respect of shares held by the company's directors.
26
Ultimate controlling party
The ultimate controlling party is considered to be Dr X J Zhang by virtue of her majority shareholding in the company.
REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
27
Cash generated from group operations
2024
2023
£
£
Profit/(loss) after taxation
1,318,661
(602,444)
Adjustments for:
Taxation credited
(64,783)
(530,962)
Investment income
(189,555)
(320,794)
Fair value (gain)/loss on investment properties
55,733
Depreciation and impairment of tangible fixed assets
187,858
215,610
Movements in working capital:
Increase in stocks
(43,751)
(70,280)
(Increase)/decrease in debtors
(1,391,623)
173,865
Increase in creditors
2,309,965
2,351,495
Cash generated from operations
2,126,772
1,272,223
28
Analysis of changes in net funds - group
1 January 2024
Cash flows
Exchange rate movements
31 December 2024
£
£
£
£
Cash at bank and in hand
8,645,164
(1,466,385)
(156,095)
7,022,684
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