REGISTERED NUMBER: 14357559 (England and Wales)

Alma Engineering Xcel Limited

Audited Financial Statements

for the Year Ended 31 December 2024

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

Directors:

H Cuadrado

N J Rafferty

Registered office:

1 Ashton Road

Romford

Essex

RM3 8UH

Registered number:

14357559 (England and Wales)

Auditors:

Cooper Parry Group Limited

Statutory Auditor

New Derwent House

69-73 Theobalds Road

London

WC1X 8TA

Fixed assets

Intangible assets

4

1,246,887

1,401,141

Tangible assets

5

1,043,458

884,209

2,290,345

2,285,350

Current assets

Stocks

80,000

80,000

Debtors

6

821,197

618,808

Cash at bank and in hand

192,526

187,611

1,093,723

886,419

Creditors

Amounts falling due within one year

7

2,119,415

2,987,031

Net current liabilities

(1,025,692

)

(2,100,612

)

Total assets less current liabilities

1,264,653

184,738

Creditors

Amounts falling due after more than one year

8

(544,197

)

-

Provisions for liabilities

10

(54,539

)

-

Net assets

665,917

184,738

Capital and reserves

Called up share capital

11

100

100

Retained earnings

665,817

184,638

Shareholders' funds

665,917

184,738

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

N J Rafferty - Director

1.	Statutory information

Alma Engineering Xcel Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	Accounting policies

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Prior year financial statements

The financial statements for the period ended 31 December 2023 have not been audited.

The comparative figures presented in these financial statements are not directly comparable to the current period as the Company was incorporated on 15 September 2022. Consequently, the prior period covers the period from 15 September 2022 to 31 December 2023, whereas the current financial year represents a full calendar year from 1 January 2024 to 31 December 2024.

Functional and presentational currency

The presentation of the financial statements is the Pound Sterling (£). Amounts in these financial statements are rounded to the nearest £.

Foreign currency translation

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Income Statement within 'other operating income'.

Related party exemption

The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

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

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

-

the Company has transferred the significant risks and rewards of ownership to the buyer;

-

the Company retains neither continuing managerial involvement to the degree usually associated with the ownership nor effective control over the goods sold;

-

the amount of revenue can be measured reliably;

-

it is probable that the Company will receive the consideration due under the transaction; and

-

the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years. The directors are of the opinion that this is the period over which the goodwill will give rise to future economic benefits.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell or its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is provided on the following basis:

Plant and machinery

-

20% on a straight line basis

Fixtures and fittings

-

10% on a straight line basis

Motor vehicles

-

20% on a straight line basis

Computer equipment

-

20% on a straight line basis

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised in the Income Statement.

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Income Statement.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flow discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an 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.

Taxation

Tax is recognised in the Income Statement, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of Financial Position date, except that:

-

The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

-

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

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension costs and other post-retirement benefits

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in the Income Statement when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

Debtors

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

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice for not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date on acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in values.

Creditors

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

Provisions and contingencies

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to the Income Statement in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Statement of Financial Position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

Going concern

The Company was incorporated on 15 September 2022 and is in the early stages of the product life cycle.

The Company made a profit during the year of £481,179 (2023: £184,638) and had net current liability position of £1,025,692 (2023: £2,100,612). In assessing the appropriateness of the going concern assumption, the directors have prepared detailed monthly cash flow forecasts for the period to 31 December 2024 and considered those cash flow forecasts alongside the financial support made available to the Company by Xcel Aerospace Limited who have agreed not to recall group creditor balances for at least 12 months from the signing of the financial statements.

Furthermore, the directors have reviewed the Company's current cash position and expected financial position and cash flow forecasts. They are of the opinion that the Company will generate sufficient operating cash flows to enable it to meet its liabilities as they full due for at least 12 months from the approval of the financial statements.

Having assessed the financial support available and the Company's liquidity outlook on the basis of revised forecasts, and after considering plausible downside scenarios, the directors have a reasonable expectation that the Company will be able to operate for at least 12 months from the date of approval of these financial statements and, consequently, have continued to prepare the financial statements on a going concern basis.

3.	Employees and directors

The average number of employees during the year was NIL (2023 - 31 ).

4.	Intangible fixed assets

Goodwill

£

Cost

At 1 January 2024

and 31 December 2024

1,542,541

Amortisation

At 1 January 2024

141,400

Amortisation for year

154,254

At 31 December 2024

295,654

Net book value

At 31 December 2024

1,246,887

At 31 December 2023

1,401,141

5.	Tangible fixed assets

Fixtures

Freehold

Plant and

and

property

machinery

fittings

£

£

£

Cost

At 1 January 2024

813,750

87,814

-

Additions

-

202,447

3,060

Disposals

-

(30,840

)

-

At 31 December 2024

813,750

259,421

3,060

Depreciation

At 1 January 2024

-

17,561

-

Charge for year

-

57,663

306

Eliminated on disposal

-

(28,893

)

-

At 31 December 2024

-

46,331

306

Net book value

At 31 December 2024

813,750

213,090

2,754

At 31 December 2023

813,750

70,253

-

Motor

Computer

vehicles

equipment

Totals

£

£

£

Cost

At 1 January 2024

1,939

2,706

906,209

Additions

12,500

4,830

222,837

Disposals

-

-

(30,840

)

At 31 December 2024

14,439

7,536

1,098,206

Depreciation

At 1 January 2024

1,939

2,500

22,000

Charge for year

2,500

1,172

61,641

Eliminated on disposal

-

-

(28,893

)

At 31 December 2024

4,439

3,672

54,748

Net book value

At 31 December 2024

10,000

3,864

1,043,458

At 31 December 2023

-

206

884,209

6.

Debtors: amounts falling due within one year

2024

2023

£

£

Trade debtors

810,008

618,692

Other debtors

100

116

Prepayments and accrued income

11,089

-

821,197

618,808

7.

Creditors: amounts falling due within one year

2024

2023

£

£

Bank loans and overdrafts

23,490

-

Trade creditors

250,788

168,907

Amounts owed to group undertakings

1,477,398

1,875,528

Tax

179,315

76,391

Social security and other taxes

64,132

31,971

VAT

84,644

62,633

Other creditors

23,985

771,601

Accruals and deferred income

15,663

-

2,119,415

2,987,031

During 2024 the Company entered into a bank loan totally £585,000 with Lloyds Bank PLC with interest charged at 2.98% above base rate. The bank loan has a term of 25 years and will be repaid in full by February 2049. Lloyds Bank PLC holds a fixed and floating charge covering all the property or the undertaking of the Company.

8.

Creditors: amounts falling due after more than one year

2024

2023

£

£

Bank loans 2-5 years

93,962

-

Bank loans > 5 years

450,235

-

544,197

-

Amounts falling due in more than five years:

Repayable by instalments

Bank loans > 5 years

450,235

-

9.	Secured debts

The following secured debts are included within creditors:

2024

2023

£

£

Bank loans

567,687

-

Lloyds Bank PLC holds a fixed and floating charge covering all the property or the undertaking of the Company.

Lloyds Bank Commercial Finance Limited holds a fixed and floating charge covering all the property or the undertaking of the Company.

10.	Provisions for liabilities

2024

2023

£

£

Deferred tax

Accelerated capital allowances

56,520

-

Short term differences

(1,981

)

-

54,539

-

Deferred tax

£

Provided during year

54,539

Balance at 31 December 2024

54,539

11.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

100

Ordinary shares

£1

100

100

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

12.	Disclosure under Section 444(5B) of the Companies Act 2006

The Auditors' Report was unqualified.

Chris Evans FCA (Senior Statutory Auditor)

for and on behalf of Cooper Parry Group Limited

13.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £30,668 (2023: £28,831). Contributions totalling £7,925 (2023: £6,778) were payable to the fund at the balance sheet date.

14.	Ultimate controlling party

The immediate parent undertaking the Company is Xcel Aerospace Limited.

The ultimate parent undertaking of the Company is Captiva Venture Partners Limited, a private company limited by shares and incorporated and registered in England. The ultimate controlling party is Mr. Harry Cuadrado by virtue of his shareholding in Captiva Venture Partners Limited.