Registration number:
for the
Year Ended 31 December 2024
AGC Aerospace Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
AGC Aerospace Limited
Company Information
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Directors |
J Buck J Frient (resigned 15 March 2024) R Nagel G Saltarelli |
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Registered office |
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Auditors |
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AGC Aerospace Limited
Strategic Report for the Year Ended 31 December 2024
The directors present their strategic report for the year ended 31 December 2024.
Principal activity
The principal activity of AGC Aerospace Limited (“the Company”) is that of an intermediate holding company of Unitech Holdco, Inc. (“Unitech”), incorporated in Delaware USA. The principal activity of the Group is the manufacture and sale of complex composites structures and design services to the defence industry. The Group has also manufactured and sold complex sheet metal, machined assemblies, composite structures and design services to the aerospace, power generation and nuclear refuelling industries.
Fair review of the business
Results for the year show turnover of £15,541,309 (2023 - £11,715,242) and operating profit of £3,803,663 (2023 - £3,124,393).
At 31 December 2024, the Group had net liabilities of £20,937,326 (2023 - £22,137,614). The directors consider the performance for the year and the financial position at year end to be satisfactory.
Key performance indicators
The directors have maintained their focus on the key drivers of the group's business, which are:
• Maintaining and strengthening its customer base,
• Developing new customers,
• Introduction of new products; and
• Expanding design capabilities.
The directors monitor a range of financial key performance indicators ('KPI's') in order to measure performance against expected targets. Financial KPI's are shown in the Consolidated Profit and Loss and the Consolidated Cash Flow Statement:
• Revenue performance,
• Gross profit and gross margin performance,
• Results after tax, and
• Movements in cash over the year.
Future developments
The Company believes its engineering design activity is keystone to its future. Its capability in this area has been and continues to be recognised by major players in the industry through its feasibility, research, and prototype contracts for composite solutions within the defence industry.
Principal risks and uncertainties
The directors regularly appraise the Group’s exposure to risk.
• Competitive risks
The Group sells its products primarily to large companies and national organisations and enjoys excellent agreements and long-term relationships with many of them as a result of continuous first class design, quality and delivery performance. Virtually all of its business is secured via competitive tendering, the award of which are based on financial, technological and other performance criteria. In certain overseas markets political aspects can also enter the contract award decision process. Accordingly, a contract does not theoretically guarantee follow on orders from the same customer although this is frequently the case.
• Financial risks
The Group assesses its risk exposure when bidding for large contracts particularly with new customers. Ongoing working capital requirements, including adequate contingencies to accommodate cost pressures, human resource availability, and overall market volatility, are taken into account prior to major investment and new product selection.
On some long-term contracts price risk is reduced by the use of variation of price arrangements to accommodate material and labour price increases. Credit risk is reduced by regular assessment of the customer, with credit limits put in place as necessary. Liquidity risk is mitigated by managing cash generation and careful cash management practices. The Group prepares long term forecasts which support the future requirements of the business.
AGC Aerospace Limited
Strategic Report for the Year Ended 31 December 2024
• Legislative risks
The majority of the Group's products must comply with national or international performance and safety standards. Whereas these standards usually form part of the initial contract, revisions at times are required. Historically these changes have not significantly impacted the business.
Policy and practice on the payment of creditors
The directors seek to maintain appropriate commercial relationships with its suppliers and seek to respect credit terms within these relationships at the Company and at all subsidiary companies.
Research and development
The Group continues to invest in the technologies, efficiencies, innovation and design of its manufacturing and methods.
Employee involvement
The directors are committed to a policy of recruitment and promotion on the basis of aptitude and ability without discrimination of any kind.
The flow of information to employees and their involvement in driving the business forward continued during the period, with regular employee briefings by the directors and other Group management addressing the state of the business and current challenges and opportunities.
Going concern
The Company is a subsidiary of Unitech Holdco, Inc. (”Unitech”), incorporated in Delaware USA, and is dependent on its financial support.
The directors have concluded that Unitech is able to continue to provide its financial support, and therefore, the Company is considered to be a going concern as it can realise its assets and settle its liabilities in the ordinary course of business.
Approved by the
Director
AGC Aerospace Limited
Directors' Report for the Year Ended 31 December 2024
The directors present their report for the year ended 31 December 2024.
Directors of the company
The directors who held office during the year were as follows:
The following director was appointed after the year end:
Results and dividends
The profit for the year, after taxation and minority interests, amounted to £1,200,288 (2023 - £1,452,090).
The directors do not recommend payment of a final dividend.
Disclosure of information to the auditor
Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Approved by the
Director
AGC Aerospace Limited
Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to:
• | select suitable accounting policies and 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; and |
• | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
AGC Aerospace Limited
Independent Auditor's Report to the Members of AGC Aerospace Limited
Opinion
We have audited the financial statements of AGC Aerospace Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the 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. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor 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 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 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
AGC Aerospace Limited
Independent Auditor's Report to the Members of AGC Aerospace Limited
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page 5, 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.
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.
Extent to which the audit was capable of detecting irregularities, including fraud
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 considered the nature of the group’s industry and its control environment and reviewed the groups’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
AGC Aerospace Limited
Independent Auditor's Report to the Members of AGC Aerospace Limited
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
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reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
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performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud; |
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enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and |
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reading minutes of meetings of those charged with governance. |
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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.
For and on behalf of
Staverton Court
Staverton
GL51 0UX
AGC Aerospace Limited
Consolidated Profit and Loss Account for the Year Ended 31 December 2024
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Note |
2024 |
2023 |
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Turnover |
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Cost of sales |
( |
( |
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Gross profit |
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Administrative expenses |
( |
( |
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Other operating income |
- |
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Operating profit |
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Interest payable and similar expenses |
( |
( |
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Profit before tax |
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Tax on profit |
( |
( |
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Profit for the financial year |
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Profit/(loss) attributable to: |
|||
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Owners of the company |
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|
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Minority interests |
- |
( |
|
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The above results were derived from continuing operations.
The group has no recognised gains or losses for the year other than the results above.
AGC Aerospace Limited
(Registration number: 07220275)
Consolidated Balance Sheet as at 31 December 2024
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Note |
2024 |
2023 |
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Fixed assets |
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Tangible assets |
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Current assets |
|||
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Stocks |
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Debtors |
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Cash at bank and in hand |
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|
|
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||
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Creditors: Amounts falling due within one year |
( |
( |
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Net current liabilities |
( |
( |
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Total assets less current liabilities |
( |
( |
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Provisions for liabilities |
( |
( |
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Net liabilities |
( |
( |
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Capital and reserves |
|||
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Called up share capital |
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|
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Share premium reserve |
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|
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Other reserves |
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Profit and loss account |
( |
( |
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Equity attributable to owners of the company |
( |
( |
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Total equity |
( |
( |
Approved and authorised by the
Director
AGC Aerospace Limited
(Registration number: 07220275)
Balance Sheet as at 31 December 2024
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Note |
2024 |
2023 |
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Fixed assets |
|||
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Investments |
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|
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Current assets |
|||
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Debtors |
|
|
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Creditors: Amounts falling due within one year |
( |
( |
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Net current liabilities |
( |
( |
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Net liabilities |
( |
( |
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Capital and reserves |
|||
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Called up share capital |
8,473 |
8,473 |
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Share premium reserve |
8,303,322 |
8,303,322 |
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Other reserves |
745 |
745 |
|
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Retained earnings |
(39,456,720) |
(37,930,368) |
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Shareholders' deficit |
(31,144,180) |
(29,617,828) |
The company made a loss after tax for the financial year of £1,526,352 (2023 - loss of £19,164).
Approved and authorised by the
Director
AGC Aerospace Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2024
Equity attributable to the parent company
|
Share capital |
Share premium |
Capital contribution |
Retained earnings |
Total |
Non-controlling interests - Equity |
Total equity |
|
|
At 1 January 2023 |
|
|
|
( |
( |
|
( |
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Profit/(loss) for the year |
- |
- |
- |
|
|
( |
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|
At 31 December 2023 |
8,473 |
8,303,322 |
745 |
(30,450,154) |
(22,137,614) |
- |
(22,137,614) |
|
Share capital |
Share premium |
Capital contribution |
Retained earnings |
Total |
Total equity |
|
|
At 1 January 2024 |
|
|
|
( |
( |
( |
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Profit for the year |
- |
- |
- |
|
|
|
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At 31 December 2024 |
|
|
|
( |
( |
( |
AGC Aerospace Limited
Statement of Changes in Equity for the Year Ended 31 December 2024
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Share capital |
Share premium |
Capital contribution |
Retained earnings |
Total |
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At 1 January 2023 |
|
|
|
( |
( |
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Loss for the year |
- |
- |
- |
( |
( |
|
At 31 December 2023 |
8,473 |
8,303,322 |
745 |
(37,930,368) |
(29,617,828) |
|
Share capital |
Share premium |
Capital contribution |
Retained earnings |
Total |
|
|
At 1 January 2024 |
|
|
|
( |
( |
|
Loss for the year |
- |
- |
- |
( |
( |
|
At 31 December 2024 |
|
|
|
( |
( |
AGC Aerospace Limited
Consolidated Statement of Cash Flows for the Year Ended 31 December 2024
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Note |
2024 |
2023 |
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Cash flows from operating activities |
|||
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Profit for the year |
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Adjustments to cash flows from non-cash items |
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Depreciation and amortisation |
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Loss on disposal of tangible assets |
- |
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Finance costs |
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Income tax expense |
|
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Foreign exchange gains/losses |
|
( |
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|
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||
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Working capital adjustments |
|||
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Increase in stocks |
( |
( |
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(Increase)/decrease in trade debtors |
( |
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Decrease in trade creditors |
( |
( |
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Increase/(decrease) in deferred income |
|
( |
|
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Cash generated from operations |
|
|
|
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Income taxes paid |
( |
( |
|
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Net cash flow from operating activities |
|
|
|
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Cash flows from investing activities |
|||
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Acquisitions of tangible assets |
( |
( |
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Proceeds from sale of tangible assets |
|
- |
|
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Net cash flows from investing activities |
( |
( |
|
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Cash flows from financing activities |
|||
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Interest paid |
- |
( |
|
|
Repayment of other borrowing |
- |
( |
|
|
Net cash flows from financing activities |
- |
( |
|
|
Net (decrease)/increase in cash and cash equivalents |
( |
|
|
|
Cash and cash equivalents at 1 January |
|
|
|
|
Cash and cash equivalents at 31 December |
1,271,174 |
2,512,299 |
|
AGC Aerospace Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2024.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
AGC Aerospace Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Going concern
AGC Aerospace Limited (“the Company”) is a subsidiary of Unitech Holdco, Inc. (”Unitech”), incorporated in Delaware USA, and is dependent on its financial support.
The directors have concluded that Unitech is able to continue to provide its financial support to the Company, and therefore, is considered to be a going concern as it can realise its assets and settle its liabilities in the ordinary course of business.
Critical accounting judgements and key sources of estimation uncertainty
In the application of the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other relevant factors. 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 if it impacts that period, or in the period of the revision and future periods if the revision impacts both current and future periods.
The following principal accounting policies have been consistently applied:
Basis of going concern |
The directors have determined that it is appropriate to prepare the financial statements on a going concern basis. The determination was based upon an assessment of the Company and its financial obligations over a period of not less than one year from the date of approval of the financial statements, the adequacy of current funding available and the expected future trading performance of the Company and wider group. |
Goodwill |
The directors have considered the carrying value of goodwill and determined it is appropriate at the balance sheet date. |
Investment is subsidiaries |
The directors have considered the carrying value of investments in subsidiaries and determined it is appropriate at the balance sheet date. |
Recoverability of amounts due from group undertaking |
The directors have considered the carrying value of amounts due from group undertakings and determined that no impairments are required at the balance sheet date. |
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the Company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the Company.
Revenue is recognised when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity, and specific criteria have been met for each of the Company’s activities.
Government grants
Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
AGC Aerospace Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
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 group operates and generates taxable income.
Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Long term leasehold property |
10 - 39 years |
|
Plant and machinery |
3 - 10 years |
|
Motor vehicles |
3 years |
|
Fixtures and fittings |
10 years |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the Company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.
Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.
Amortisation
Amortisation is provided on goodwill so as to write off the cost, less any estimated residual value, over its useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Goodwill |
10 years |
Investments
Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment. Dividends on equity securities are recognised in income when receivable.
AGC Aerospace Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. A provision for the impairment of trade debtors is established when there is objective evidence that the Company will not be able to collect all amounts due according to the terms of the debtors.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are 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.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are recognised initially at the transaction price.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge in profit and loss over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the Company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
AGC Aerospace Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Financial instruments
Classification
Recognition and measurement
Impairment
A non-financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows. Any impairment loss is recognized to profit and loss.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows.
For financial assets carried at cost less impairment, any impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
AGC Aerospace Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Revenue |
Turnover is wholly attributable to the principal activity of the group.
The analysis of the group's turnover for the year by market is as follows:
|
2024 |
2023 |
|
|
UK |
|
|
|
Europe |
|
|
|
Rest of world |
|
|
|
|
|
|
Operating profit |
Arrived at after charging/(crediting)
|
2024 |
2023 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
- |
|
|
Loss on disposal of tangible fixed assets |
- |
|
|
Foreign exchange losses/(gains) |
|
( |
|
Operating lease expense - property |
|
|
|
Operating lease expense - other |
|
|
|
Interest payable and similar expenses |
|
2024 |
2023 |
|
|
Interest on bank overdrafts and borrowings |
- |
|
|
Other loan note interest payable |
124,740 |
124,740 |
|
Shareholder loan note interest payable |
1,364,635 |
1,431,097 |
|
|
|
AGC Aerospace Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2024 |
2023 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2024 |
2023 |
|
|
Production |
|
|
|
Administration and support |
|
|
|
|
|
Company
The company incurred no staff costs and had no employees other than the directors.
|
Directors' remuneration |
No Director received any emoluments payable by the Company during the current year (2023 - £nil).
The directors were compensated by Unitech or other subsidiaries.
|
Auditors' remuneration |
|
2024 |
2023 |
|
|
Audit of these financial statements |
46,500 |
45,000 |
AGC Aerospace Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2024 |
2023 |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
|
UK corporation tax adjustment to prior periods |
( |
( |
|
966,000 |
(62,023) |
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
|
|
|
Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods |
61,000 |
121,400 |
|
Total deferred taxation |
|
|
|
Tax expense in the income statement |
|
|
The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2023 - the same as the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2024 |
2023 |
|
|
Profit before tax |
|
|
|
Corporation tax at standard rate |
|
|
|
Increase/(decrease) in UK and foreign current tax from adjustment for prior periods |
|
( |
|
Tax increase/(decrease) from other short-term timing differences |
|
( |
|
Deferred tax expense relating to changes in tax rates or laws |
- |
|
|
Total tax charge |
|
|
Deferred tax
Group
|
2024 |
Liability |
|
Accelerated capital allowances |
|
|
Other timing differences |
( |
|
|
|
2023 |
Liability |
|
Accelerated capital allowances |
|
|
Other timing differences |
( |
|
|
AGC Aerospace Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Intangible assets |
Group
|
Goodwill |
|
|
Cost |
|
|
At 1 January 2024 and 31 December 2024 |
|
|
Amortisation |
|
|
At 1 January 2024 and 31 December 2024 |
|
|
Carrying amount |
|
|
At 1 January 2024 and at 31 December 2024 |
- |
|
Tangible assets |
Group
|
Land and buildings |
Furniture, fittings and equipment |
Assets under construction |
Total |
|
|
Cost |
||||
|
At 1 January 2024 |
|
|
|
|
|
Additions |
|
|
|
|
|
Disposals |
- |
- |
( |
( |
|
Transfers |
|
|
( |
- |
|
At 31 December 2024 |
|
|
|
|
|
Depreciation |
||||
|
At 1 January 2024 |
|
|
- |
|
|
Charge for the year |
|
|
- |
|
|
At 31 December 2024 |
|
|
- |
|
|
Carrying amount |
||||
|
At 31 December 2024 |
|
|
|
|
|
At 31 December 2023 |
|
|
|
|
Included within the net book value of land and buildings above is £4,029,441 (2023 - £2,083,983) in respect of freehold land and buildings.
AGC Aerospace Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Investments |
Company
|
2024 |
2023 |
|
|
Investments in subsidiaries |
|
|
Details of undertakings
Details of the investments in which the Company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights |
||||
|
2024 |
2023 |
||||||
|
Subsidiary undertakings |
|||||||
|
|
4 Coleman Street
England |
|
|
|
|||
|
|
4 Coleman Street
England |
|
|
|
|||
|
|
4 Coleman Street
England |
|
|
|
|||
|
|
4 Coleman Street
England |
|
|
|
|||
|
|
4 Coleman Street
England |
|
|
|
|||
The principal activity of AGC Acquiistions 1 Limited is an intermediate holding company.
The principal activity of W & J Holdings Limited is an intermediate holding company.
The principal activity of Sterling Investment Holdings Limited is an intermediate holding company.
The principal activity of Tods Defence Limited is the manufacture of composite structures and materials.
The principal activity of Tods Technology Limited is the manufacture of plastic goods.
|
Stocks |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Raw materials and consumables |
|
|
- |
- |
AGC Aerospace Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Debtors |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Trade debtors |
|
|
- |
- |
|
Amounts owed by related parties |
- |
- |
|
|
|
Other debtors |
|
|
- |
- |
|
Prepayments |
|
|
- |
- |
|
Amounts recoverable on contracts |
|
|
- |
- |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Cash at bank |
|
|
- |
- |
|
Creditors |
|
Group |
Company |
||||
|
Note |
2024 |
2023 |
2024 |
2023 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
|
Trade creditors |
|
|
- |
- |
|
|
Amounts due to related parties |
|
|
|
|
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Other payables |
|
|
- |
- |
|
|
Accruals |
|
|
|
|
|
|
Corporation tax liability |
338,782 |
- |
- |
- |
|
|
Deferred income |
|
|
- |
- |
|
|
|
|
|
|
||
AGC Aerospace Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Loans and borrowings |
Current loans and borrowings
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Other borrowings |
|
|
|
|
Shareholder loan notes are denominated in US Dollars and consist of £1,094,584 (2023 - £1,076,393) owed to Unitech Finance Company Inc., and £16,981,765 (2023 - £16,699,555) owed to Unitech Holdings Inc., The loans accrue interest at variable rates based on the BSBY rate for the interest period plus an applicable margin. During the year the rate of interest ranged from 3% up to 8.15%. At the year end there was unpaid interest totalling £12,096,036 (2023- £10,525,292). Neither shareholder loan notes have any financial covenants. The loans have a maturity date of 28 February 2027.
Other loan notes consist of £1,782,000 (2023 - £1,782,000) due to the previous shareholders of W&J Tod Holdings Limited. It accrues interest at a rate of 7% per annum. The loan notes were due for repayment in January 2019.
Amounts due to group undertakings are free from interest and have no fixed repayment.
|
Pension and other schemes |
The Company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the Company to the scheme and amounted to £
|
Share capital |
Allotted, called up and fully paid shares
|
2024 |
2023 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
8,473 |
|
8,473 |
|
Obligations under leases |
Group
Operating leases
The total of future minimum lease payments is as follows:
|
2024 |
2023 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
AGC Aerospace Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Parent and ultimate parent undertaking |
The Company's immediate parent is
|
Analysis of changes in net debt |
Group
|
At 1 January 2024 |
Financing cash flows |
Other non-cash changes |
At 31 December 2024 |
|
|
Cash and cash equivalents |
||||
|
Cash |
2,512,299 |
(1,241,125) |
- |
1,271,174 |
|
Borrowings |
||||
|
Short term borrowings |
(30,083,240) |
- |
(1,871,145) |
(31,954,385) |
|
|
||||
|
( |
( |
( |
( |
|
Company
|
At 1 January 2024 |
Other non-cash changes |
At 31 December 2024 |
|
|
Borrowings |
|||
|
Short term borrowings |
(28,301,240) |
(1,871,145) |
(30,172,385) |
|
( |
( |
( |
|
|
|
|||