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Registered number: 11172232













         Systems ADI Group Holdings Limited
         Directors' Report and Financial Statements
         For the year ended 31 December 2024















           img0fe1.png

 
Systems ADI Group Holdings Limited
 
 
Company Information


Directors
A Lusty 
T Lusty (appointed 30 July 2025)




Registered number
11172232



Registered office
66 Melchett Road
Kings Norton Business Centre

Kings Norton

Birmingham

B30 3HX




Independent auditor
Dains Audit Limited

2 Chamberlain Square

Paradise Circus

Birmingham

B3 3AX





 
Systems ADI Group Holdings Limited
 

Contents



Page
Group Strategic Report
 
1 - 2
Directors' Report
 
3 - 5
Independent Auditor's Report
 
6 - 9
Consolidated Profit and Loss Account
 
10
Consolidated Statement of Comprehensive Income
 
11
Consolidated Balance Sheet
 
12 - 13
Company Balance Sheet
 
14
Consolidated Statement of Changes in Equity
 
15 - 16
Company Statement of Changes in Equity
 
17 - 18
Consolidated Statement of Cash Flows
 
19 - 20
Consolidated Analysis of Net Debt
 
21
Notes to the Financial Statements
 
22 - 43


 
Systems ADI Group Holdings Limited
 
 
Group strategic report
For the year ended 31 December 2024

Principal activity and business review
 
The principal activity of the Company in the year continued to be that of a holding company.
The principal activity of the Group in the year continued to be that of multi-disciplined engineering.
The Group's key performance indicators are considered to be those that communicate the financial performance and strength of the Group, these being turnover, operating profit and net asset position.
Turnover has decreased to £130,070,852 (2023 - £143,318,572). The directors have managed and controlled the Group's overheads, which has contributed to an operating profit of £15,776 (2023 - operating loss of £1,636,504). The net asset position of the Group has decreased to £27,432,221 (2023 - £29,055,981).
As for many businesses of this size, the business environment in which the Group operates continues to be challenging. The directors have reviewed the activity of the Building & Refurbishment subsidiary and determined that, moving forward, it should exit the commercial sector and move its focus back to the manufacturing sector.

Principal risks and uncertainties
 
The primary risks facing the business are that of financial and cash flow risks due to inherent uncertainties within the industry. 
Financial risks include rising prices of both labour and materials, coupled with increasing competition for turnover, which puts pressure on gross margin. The director believes that the group works well with suppliers to help mitigate these risks whilst ensuring ability to maintain an excellent reputation within the market place. 
The director is carefully managing working capital. 
Cash flow risks are mitigated by maintaining close relationships with customers and applying good credit control policies.

Directors' statement of compliance with duty to promote the success of the Group
 
The director of the company, as those of all UK companies, must act in accordance with a set of general duties.
These duties are detailed in section 172 of the UK Companies Act 2006 which is summarized as follows:
“A director of a company must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its shareholders as a whole and in doing so, have regard to the likely consequences of any decisions in the long term on; the interests of the company’s employees; the need to foster the company’s business relationships with suppliers, customers and others; the impact of the company’s operations on the community and environment; the desirability of the company maintaining a reputation for high standards of business conduct; and the need to act fairly as between shareholders and the company”.
Details of how the director has fulfilled these duties when dealing with strategic decisions are covered in the Strategic and Directors’ Reports.

Page 1

 
Systems ADI Group Holdings Limited
 

Group strategic report (continued)
For the year ended 31 December 2024


This report was approved by the board on 1 October 2025 and signed on its behalf.








A Lusty
Director

Page 2

 
Systems ADI Group Holdings Limited
 
 
Directors' report
For the year ended 31 December 2024

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

Results and dividends

The loss for the year, after taxation and minority interests, amounted to £2,221,004 (2023 - £3,885,008).

Dividends amounting to £Nil (2023 - £693,000) were proposed to non-controlling interests by group companies in the financial year.
Dividends amounting to £Nil (2023 - £229,680) were proposed to controlling interests by group companies in the financial year. Dividends amounting to £Nil (2023 - £2,249,676) were waived by controlling interests in the financial year.

Director

The director who served during the year was:

A Lusty 

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the director is required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

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 will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 3

 
Systems ADI Group Holdings Limited
 
 
Directors' report (continued)
For the year ended 31 December 2024

Future developments

The directors have reviewed the activity of the Building & Refurbishment subsidiary and determined that, moving forward, it should exit the commercial sector and move its focus back to the manufacturing sector.

Research and development activities

The Group is committed to an ongoing programme of expenditure on research and development projects.  Some of the subsidiary undertakings of Systems ADI Group Holdings Limited participate in research and development activities on bespoke customer engineering products.  

Engagement with employees

During the year, the policy of providing employees with information about the Group has been continued through internal media methods in which employees have also been encouraged to present their suggestions and views on the Group performance. Regular meetings are held between management and employees to allow a free flow of information and ideas. 

Disabled employees

The Group gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled by a handicapped or disabled person. Where existing employees become disabled, it is the Group's policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training and career development and promotion to disabled employees wherever appropriate.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group's greenhouse gas emissions and energy consumption are as follows: 


2024
2023

Emissions resulting from activities for which the Group is responsible involving the combustion of gas or consumption of fuel for the purposes of transport (in tonnes of CO2 equivalent)
121.13
31.03

Emissions resulting from the purchase of electricity by the Group for its own use, including the purposes of transport (in tonnes of CO2 equivalent)
29.79
99.81

We have followed the 2019 HM Government Environmental Reporting Guidelines.  We have also used the GHG Reporting Protocol - Corporate Standard and have used the 2024 UK Government's Conversion Factors for Company Reporting.

Intensity measurement
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per employee. For the year ended 31 December 2024, this intensity ratio was 0.31 (2023 - 0.28).
 
Page 4

 
Systems ADI Group Holdings Limited
 
 
Directors' report (continued)
For the year ended 31 December 2024

Measures taken to improve energy efficiency
The Group was the first business in the UK to offset its fleet's carbon emissions through the BP Plus Fuel Card. The Group also mitigates its carbon footprint across several independently audited and verified carbon mitigation projects around the world, which deliver social and economic benefits and help improve livelihoods in the communities where they are based.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

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

Auditor

The auditor, Dains Audit Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 1 October 2025 and signed on its behalf.
 







A Lusty
Director

Page 5

 
Systems ADI Group Holdings Limited
 
 
Independent Auditor's Report to the Members of Systems ADI Group Holdings Limited

Opinion


We have audited the financial statements of Systems ADI Group Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Profit and loss account, the Consolidated Statement of comprehensive income, the Consolidated and Company Balance sheets, the Consolidated Statement of cash flows, the Consolidated and Company Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 of the Parent Company's affairs as at 31 December 2024 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for 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's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 6

 
Systems ADI Group Holdings Limited
 
 
Independent Auditor's Report to the Members of Systems ADI Group Holdings Limited (continued)

Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the Parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Page 7

 
Systems ADI Group Holdings Limited
 
 
Independent Auditor's Report to the Members of Systems ADI Group Holdings Limited (continued)

Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 3, 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 Group financial statements.


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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

the senior statutory auditor ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the group through discussions with directors and other management, and from our commercial knowledge and experience of the engineering sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group, including the financial reporting legislation, Companies Act 2006, taxation legislation, anti-bribery, employment, and environmental and health and safety legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.




Page 8

 
Systems ADI Group Holdings Limited
 
 
Independent Auditor's Report to the Members of Systems ADI Group Holdings Limited (continued)

Auditor's responsibilities for the audit of the financial statements (continued)

To address the risk of fraud through management bias and override of controls, we:

performed analytical procedures to identify any unusual or unexpected relationships;
assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 3 were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

agreeing financial statement disclosures to underlying supporting documentation;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HMRC, relevant regulators and the group’s legal advisors.


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


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our 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 2006Our 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.







Andrew Morris FCA (Senior Statutory Auditor)
  
for and on behalf of
Dains Audit Limited
 
Statutory Auditor  Chartered Accountants
  
Birmingham

1 October 2025
Page 9

 
Systems ADI Group Holdings Limited
 
 
Consolidated profit and loss account
For the year ended 31 December 2024

2024
2023
Note
£
£

  

Turnover
 4 
130,070,852
143,318,572

Cost of sales
  
(118,511,338)
(134,725,964)

Gross profit
  
11,559,514
8,592,608

Administrative expenses
  
(13,307,678)
(11,771,232)

Other operating income
 5 
1,763,940
1,542,120

Operating profit/(loss)
 6 
15,776
(1,636,504)

Interest receivable and similar income
 10 
220,869
34,928

Interest payable and similar expenses
 11 
(70,322)
(3,057)

Profit/(loss) before tax
  
166,323
(1,604,633)

Tax on profit/(loss)
 12 
(749,093)
(670,466)

Loss for the financial year
  
(582,770)
(2,275,099)

Loss for the year attributable to:
  

Non-controlling interests
  
1,638,234
1,609,909

Owners of the Parent Company
  
(2,221,004)
(3,885,008)

  
(582,770)
(2,275,099)

The notes on pages 22 to 43 form part of these financial statements.

Page 10

 
Systems ADI Group Holdings Limited
 

Consolidated statement of comprehensive income
For the year ended 31 December 2024

2024
2023
£
£


Loss for the financial year

  

(582,770)
(2,275,099)

Other comprehensive income
  


Foreign currency exchange rate movement upon consolidation
  
6,362
(7,478)

Other comprehensive income for the year
  
6,362
(7,478)

Total comprehensive income for the year
  
(576,408)
(2,282,577)

Loss for the year attributable to:
  


Non-controlling interest
  
1,638,234
1,609,909

Owners of the Parent Company
  
(2,221,004)
(3,885,008)

  
(582,770)
(2,275,099)

Total comprehensive income attributable to:
  


Non-controlling interest
  
1,638,234
1,609,909

Owners of the Parent Company
  
(2,214,642)
(2,282,577)

  
(576,408)
(672,668)

The notes on pages 22 to 43 form part of these financial statements.

Page 11

 
Systems ADI Group Holdings Limited
Registered number:11172232

Consolidated balance sheet
As at 31 December 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 15 
8,201,253
10,694,558

Tangible assets
 16 
1,949,560
1,747,989

Investment property
 18 
310,033
310,033

  
10,460,846
12,752,580

Current assets
  

Stocks
 19 
13,629,159
10,457,948

Debtors: amounts falling due within one year
 20 
35,667,236
44,037,907

Cash at bank and in hand
 21 
13,396,321
18,215,765

  
62,692,716
72,711,620

Creditors: amounts falling due within one year
 22 
(45,721,341)
(56,408,219)

Net current assets
  
 
 
16,971,375
 
 
16,303,401

Total assets less current liabilities
  
27,432,221
29,055,981

Net assets
  
27,432,221
29,055,981


Capital and reserves
  

Called up share capital 
 24 
100,000
100,000

Share premium account
 25 
32,450,001
32,450,001

Foreign exchange reserve
 25 
(28,465)
34,264

Profit and loss account
 25 
(10,703,706)
(8,492,390)

Equity attributable to owners of the Parent Company
  
21,817,830
24,091,875

Non-controlling interests
  
5,614,391
4,964,106

  
27,432,221
29,055,981


Page 12

 
Systems ADI Group Holdings Limited
Registered number:11172232
    
Consolidated balance sheet (continued)
As at 31 December 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf                on 1 October 2025.






A Lusty
Director

The notes on pages 22 to 43 form part of these financial statements.

Page 13

 
Systems ADI Group Holdings Limited
Registered number:11172232

Company balance sheet
As at 31 December 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 17 
32,550,000
32,550,000

  
32,550,000
32,550,000

Current assets
  

Debtors: amounts falling due within one year
 20 
1
229,681

  
1
229,681

Creditors: amounts falling due within one year
 22 
-
(229,680)

Net current assets
  
 
 
1
 
 
1

Total assets less current liabilities
  
32,550,001
32,550,001

  

  

Net assets
  
32,550,001
32,550,001


Capital and reserves
  

Called up share capital 
 24 
100,000
100,000

Share premium account
 25 
32,450,001
32,450,001

Profit and loss account
  
-
-

  
32,550,001
32,550,001


The financial statements were approved and authorised for issue by the board and were signed on its behalf                 on 1 October 2025.






A Lusty
Director

The notes on pages 22 to 43 form part of these financial statements.

Page 14

 

Systems ADI Group Holdings Limited
 
 
 


Consolidated statement of changes in equity
For the year ended 31 December 2024



Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of Parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£
£


At 1 January 2024
100,000
32,450,001
34,264
(8,492,390)
24,091,875
4,964,106
29,055,981





Profit for the year
-
-
-
(2,221,004)
(2,221,004)
1,638,234
(582,770)


Currency translation differences arising on opening non-controlling interest in overseas operations
-
-
43,019
-
43,019
(43,019)
-


Currency translation differences arising on opening net
assets of overseas operations
-
-
(105,748)
-
(105,748)
-
(105,748)


Acquisition of non-controlling interests
-
-
-
9,688
9,688
(944,930)
(935,242)



At 31 December 2024
100,000
32,450,001
(28,465)
(10,703,706)
21,817,830
5,614,391
27,432,221



The notes on pages 22 to 43 form part of these financial statements.

Page 15

 

Systems ADI Group Holdings Limited
 
 
 


Consolidated statement of changes in equity
For the year ended 31 December 2023



Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of Parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£
£


At 1 January 2023
100,000
32,450,001
28,779
(5,876,434)
26,702,346
3,309,216
30,011,562





Profit for the year
-
-
-
(3,885,008)
(3,885,008)
1,609,909
(2,275,099)


Currency translation differences arising on opening non-controlling interest in overseas operations
-
-
12,963
-
12,963
(12,963)
-


Currency translation differences arising on opening net assets of overseas operations
-
-
(7,478)
-
(7,478)
-
(7,478)


Dividends: Equity capital
-
-
-
2,019,996
2,019,996
-
2,019,996


Acquisition of non-controlling interests
-
-
-
(750,944)
(750,944)
750,944
-


Dividends declared to non-controlling interests
-
-
-
-
-
(693,000)
(693,000)



At 31 December 2023
100,000
32,450,001
34,264
(8,492,390)
24,091,875
4,964,106
29,055,981



The notes on pages 22 to 43 form part of these financial statements.

Page 16

 
Systems ADI Group Holdings Limited
 

Company statement of changes in equity
For the year ended 31 December 2024


Called up share capital
Share premium account
Total equity

£
£
£

At 1 January 2024
100,000
32,450,001
32,550,001


At 31 December 2024
100,000
32,450,001
32,550,001


The notes on pages 22 to 43 form part of these financial statements.

Page 17

 
Systems ADI Group Holdings Limited
 

Company statement of changes in equity
For the year ended 31 December 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 January 2023
100,000
32,450,001
-
32,550,001



Profit for the year
-
-
229,680
229,680

Dividends: Equity capital
-
-
(229,680)
(229,680)


At 31 December 2023
100,000
32,450,001
-
32,550,001


The notes on pages 22 to 43 form part of these financial statements.

Page 18

 
Systems ADI Group Holdings Limited
 

Consolidated statement of cash flows
For the year ended 31 December 2024

2024
2023
£
£

Cash flows from operating activities

Loss for the financial year
(582,770)
(2,275,099)

Adjustments for:

Amortisation of intangible assets
2,493,305
2,493,305

Depreciation of tangible assets
586,651
488,139

Loss on disposal of tangible assets
1,409
8,260

Interest payable
70,322
3,057

Interest receivable
(220,869)
(34,928)

Taxation charge
749,093
670,466

Increase in stocks
(3,171,211)
(2,737,936)

Decrease/(increase) in debtors
9,430,989
(6,090,451)

(Decrease)/increase in creditors
(9,510,768)
14,450,835

Corporation tax paid
(2,633,609)
(1,808,794)

Foreign exchange
(105,960)
(7,458)

Net cash generated from operating activities

(2,893,418)
5,159,396


Cash flows from investing activities

Purchase of tangible fixed assets
(838,644)
(826,348)

Sale of tangible fixed assets
49,224
35,458

Interest received
220,869
34,928

Purchase of non-controlling interests
(935,242)
-

Net cash from investing activities

(1,503,793)
(755,962)

Cash flows from financing activities

Dividends waived/(paid) to controlling interests
-
2,019,996

Interest paid
(70,322)
(3,057)

Dividends paid to non-controlling interests
-
(693,000)

Net cash used in financing activities
(70,322)
1,323,939

Net (decrease)/increase in cash and cash equivalents
(4,467,533)
5,727,373

Cash and cash equivalents at beginning of year
17,863,854
12,136,481

Cash and cash equivalents at the end of year
13,396,321
17,863,854

Page 19

 
Systems ADI Group Holdings Limited
 

Consolidated statement of cash flows (continued)
For the year ended 31 December 2024


2024
2023

£
£


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
13,396,321
18,215,765

Bank overdrafts
-
(351,911)

13,396,321
17,863,854


The notes on pages 22 to 43 form part of these financial statements.

Page 20

 
Systems ADI Group Holdings Limited
 

For the year ended 31 December 2024




At 1 January 2024
Cash flows
At 31 December 2024
£

£

£

Cash at bank and in hand

18,215,765

(4,819,444)

13,396,321

Bank overdrafts

(351,911)

351,911

-

Debt due within 1 year

-

-

-


17,863,854
(4,467,533)
13,396,321

The notes on pages 22 to 43 form part of these financial statements.

Page 21

 
Systems ADI Group Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 December 2024

1.


General information

Systems ADI Group Holdings Limited is a private company, limited by shares and registered in England and Wales.  The address of the registered office is 66 Melchett Road, Kings Norton Business Centre, Kings Norton, Birmingham, West Midlands, B30 3HX.  Information on the Company and Group's principal activities are included within the Strategic Report.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and loss account in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.
Also included within the consolidation are the results of Automation Design and Installation (Ireland) Limited and its 100% subsidiary Candle Data Limited. Automation Design and Installation (Ireland) Limited is not directly owned by Systems ADI Group Holdings Limited. However, this company is considered to be controlled by Systems ADI Group Holdings  Limited.

Page 22

 
Systems ADI Group Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.3

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover 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 turnover is recognised:

Sale of goods

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of turnover can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of turnover can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

When the outcome of a contract cannot be estimated reliably, turnover is recognised only to the extent of the expenses recognised that are recoverable. 

  
2.4

Other operating income

The Group recognises Research and Development Expenditure Credits in other operating income when it is probable that the economic benefits will flow to the Group and the amount can be measured reliably. This will typically align with the period in which the qualifying R&D expenditure is incurred, provided there is sufficient assurance regarding the expected receipt of the credit. Where such assurance is not available, the income is recognised upon receipt of funds.

 
2.5

Interest income

Interest income is recognised in the Consolidated Profit and Loss Account using the effective interest method.

Page 23

 
Systems ADI Group Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.6

Borrowing costs

All borrowing costs are recognised in the Consolidated Profit and Loss Account in the year in which they are incurred.

 
2.7

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

  
2.8

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred.

  
2.9

Intangible assets

Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Consolidated profit and loss account over its useful economic life.
Negative goodwill
Negative goodwill is calculated as the amount by which the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition exceeds the cost of the business combination and is amortised on a straight line basis to the Consolidated profit and loss account in line with the use of the assets to which it relates.
Other intangible assets
Other intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Patents   - 20 years straight line
Goodwill              - 3 years, 10 years and 20 years straight line
Negative goodwill - 20 years straight line

Page 24

 
Systems ADI Group Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.10

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.

The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight line method and reducing balance method.

Depreciation is provided on the following bases:

Short term leasehold property
-
10% straight line
Plant and machinery
-
15%, 20% and 25% reducing balance and 20% straight line
Motor vehicles
-
15% and 25% reducing balance
Fixtures and fittings
-
15% and 25% reducing balance and 10% straight line
Computer software
-
1 year straight line
Computer equipment
-
20% straight line

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

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.11

Investment property

Investment property is carried at fair value determined annually and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in the Consolidated profit and loss account.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

  
2.13

Stocks

Stocks and work in progress are stated at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks. Cost include all direct contract costs.

Page 25

 
Systems ADI Group Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.14

Debtors

Short term debtors are measured at transaction price, less any impairment. 

  
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

 
2.16

Creditors

Short term creditors are measured at the transaction price.

 
2.17

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors.

 
2.18

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.19

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to the Consolidated Profit and Loss Account on a straight-line basis over the lease term.

 
2.20

Pensions

Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in the Consolidated Profit and Loss Account when they fall due. Amounts not paid are shown as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 26

 
Systems ADI Group Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.21

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

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

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

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

Page 27

 
Systems ADI Group Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.22

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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

Page 28

 
Systems ADI Group Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 December 2024

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the Group's accounting policies, which are described in note 2, 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 factors that are considered to be relevant.
Tangible fixed assets are depreciated over their useful lives taking into account residual values where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing the asset lives, factors such as product life cycles and maintenance programmes are taken into account. Residual values consider such things as future market conditions, the remaining life of the asset and projected disposal values.
Intangible fixed assets are amortised over their useful lives.  The estimated useful lives of the assets are assessed annually.
Investment property is carried at fair value determined annually by the directors and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. 
The directors are required to exercise an element of judgement in estimating the profit to be recognised on long-term contracts. Profit on long-term contracts is taken as the work is carried out if the final outcome can be assessed with reasonable certainty. The profit included is calculated on a prudent basis to reflect the proportion of the work carried out at the period end, by recording turnover and related costs as contract activity progresses, and by estimating total costs to be incurred on a contract and assessing future performance. 
Actual results could differ from those estimated. 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 the revision affects only that period, or in the period of revision and future periods if the revision affects both current and future periods.


4.


Turnover

Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
124,123,830
137,136,764

Rest of Europe
5,755,087
5,893,717

Rest of the world
191,935
288,091

130,070,852
143,318,572


Page 29

 
Systems ADI Group Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 December 2024

5.


Other operating income

2024
2023
£
£

Research and Development Expenditure Credits
1,763,940
1,542,120



6.


Operating profit/(loss)

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

2024
2023
£
£

Depreciation of tangible fixed assets
586,651
488,141

Amortisation of intangible assets, including goodwill
2,493,305
2,493,305

Defined contribution pension costs
951,972
906,448

Operating lease expenditure
238,027
231,050

Exchange differences
5,486
1,789


7.


Auditor's remuneration

2024
2023
£
£

Fees payable to the Group's auditors for the audit of the Group's annual financial statements
3,650
3,400

Fees payable to the Group's auditors in respect of:

The auditing of accounts of subsidiaries of the Company, and preparation of
financial statements
91,050
86,700

Other services relating to taxation
33,625
26,850

All other services
2,850
5,350

Page 30

 
Systems ADI Group Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 December 2024

8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
2024
2023
£
£


Wages and salaries
29,229,115
27,970,795

Social security costs
3,226,143
3,273,231

Cost of defined contribution scheme
951,972
906,448

33,407,230
32,150,474


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



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Management
19
18
1
1



Other staff
475
456
-
-

494
474
1
1


9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
346,846
561,846

Group contributions to defined contribution pension schemes
-
3,996

346,846
565,842


During the year retirement benefits were accruing to 1 director (2023 -1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £346,846 (2023 -£561,846).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £Nil (2023 -£3,996).

Page 31

 
Systems ADI Group Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 December 2024

10.


Interest receivable

2024
2023
£
£


Other interest receivable
220,869
34,928


11.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
147
241

Other loan interest payable
5,535
353

Other interest payable
64,640
2,463

70,322
3,057


12.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
1,103,383
810,369

Adjustments in respect of previous periods
658,389
306,597


Other
321
-


Total current tax
1,762,093
1,116,966

Deferred tax


Origination and reversal of timing differences
(1,013,000)
(432,820)

Changes to tax rates
-
(13,680)

Total deferred tax
(1,013,000)
(446,500)


749,093
670,466
Page 32

 
Systems ADI Group Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 December 2024
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 -higher than) the standard rate of corporation tax in the UK of 25% (2023 -23.52%). The differences are explained below:

2024
2023
£
£


Loss before tax
166,323
(1,604,633)


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)
41,581
(377,410)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
617,555
574,458

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
58,913
(20,458)

Losses carried back
8,700
-

Adjustments to tax charge in respect of prior periods
658,339
269,723

Short term timing difference leading to a decrease in taxation
(5,104)
(4,712)

Non-taxable income
(309)
-

Research and development expenditure credits
(440,983)
(355,869)

Remeasurement of deferred tax for changes in tax rates
-
(80,471)

Movement in deferred tax not recognised
(142,300)
697,531

Foreign tax
(47,299)
(32,326)

Total tax charge for the year
749,093
670,466


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 33

 
Systems ADI Group Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 December 2024

13.


Dividends

2024
2023
£
£


Dividends paid: equity capital
-
229,680

Dividends waived: equity capital
-
(2,249,676)

-
(2,019,996)


14.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and loss account in these financial statements. The profit after tax of the parent Company for the year was £Nil (2023 -£229,680).


15.


Intangible assets

Group and Company





Patents
Goodwill
Negative goodwill
Total

£
£
£
£



Cost


At 1 January 2024
114,000
25,109,988
(36,075)
25,187,913



At 31 December 2024

114,000
25,109,988
(36,075)
25,187,913



Amortisation


At 1 January 2024
82,475
14,426,991
(16,111)
14,493,355


Charge for the year on owned assets
5,700
2,489,409
(1,804)
2,493,305



At 31 December 2024

88,175
16,916,400
(17,915)
16,986,660



Net book value



At 31 December 2024
25,825
8,193,588
(18,160)
8,201,253



At 31 December 2023
31,525
10,682,997
(19,964)
10,694,558



Page 34

 
Systems ADI Group Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 December 2024
 
           15.Intangible assets (continued)

The Company does not have any intangible assets (2023 - £Nil).

Page 35

 
Systems ADI Group Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 December 2024

16.


Tangible fixed assets

Group






Short term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Computer equipment and software
Total

£
£
£
£
£
£



Cost or valuation


At 1 January 2024
997,060
877,989
3,173,711
44,320
116,361
5,209,441


Additions
-
2,069
836,575
-
-
838,644


Disposals
-
-
(281,704)
-
-
(281,704)


Exchange adjustments
-
-
(352)
-
-
(352)



At 31 December 2024

997,060
880,058
3,728,230
44,320
116,361
5,766,029



Depreciation


At 1 January 2024
981,496
666,665
1,706,560
22,318
84,414
3,461,453


Charge for the year
12,695
78,495
478,034
-
17,427
586,651


Disposals
-
-
(231,071)
-
-
(231,071)


Exchange adjustments
-
-
(564)
-
-
(564)



At 31 December 2024

994,191
745,160
1,952,959
22,318
101,841
3,816,469



Net book value



At 31 December 2024
2,869
134,898
1,775,271
22,002
14,520
1,949,560



At 31 December 2023
15,564
211,324
1,467,151
22,002
31,947
1,747,988

Company
The Company does not have any tangible assets (2023 - £Nil). 

Page 36

 
Systems ADI Group Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 December 2024

17.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2024
32,550,000



At 31 December 2024
32,550,000





Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Systems ADI Group Limited
England and Wales
Ordinary
100%

Page 37

 
Systems ADI Group Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 December 2024

Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

ADI Mechanical Limited
England and Wales
Ordinary
100%
ADI Electrical Limited
England and Wales
Ordinary
100%
ADI Facilities Engineering Limited
England and Wales
Ordinary
100%
City Electrical Installations (Cobridge) Limited
England and Wales
Ordinary
100%
ADI Building & Refurbishment Limited
England and Wales
Ordinary
100%
Healy Compressor Services Limited
England and Wales
Ordinary
100%
ADI Climate Systems Limited
England and Wales
Ordinary
51%
ADI Automotive Services Limited
England and Wales
Ordinary
58%
ADI Water Pollution Containment Limited
England and Wales
Ordinary
100%
ADI Intelligent Buildings Limited
England and Wales
Ordinary
75%
ADI Digital Limited
England and Wales
Ordinary
100%
ADI Process Pipework Limited
England and Wales
Ordinary
100%
ADI Food and Beverage Services Limited
England and Wales
Ordinary
80%
ADI Group Services Limited
England and Wales
Ordinary
100%
ADI Waste Systems Limited
England and Wales
Ordinary
100%
ADI Projects Limited
England and Wales
Ordinary
80%
ADI Automation Limited
England and Wales
Ordinary
100%
ADI Fire and Security Limited
England and Wales
Ordinary
100%
ADI Smart Metering Services Limited
England and Wales
Ordinary
100%
ADI VT Lift and Escalator Consultancy Limited
England and Wales
Ordinary
100%
ADI Specialist Welding Solutions Limited
England and Wales
Ordinary
100%
ADI Environmental Limited
England and Wales
Ordinary
100%
Elementi Cucina Limited
England and Wales
Ordinary
85%
ADI Life Sciences Limited
England and Wales
Ordinary
100%

Also included within the consolidation are the results of Automation Design and Installation (Ireland) Limited and Candle Data Limited. Systems ADI Group Holdings Limited does not directly own any of the issued ordinary share capital of Automation Design and Installation (Ireland) Limited. However, this company is considered to be controlled by Systems ADI Group Holdings Limited. Candle Data Limited is a 100% subsidiary of Automation Design and Installation (Ireland) Limited.

Page 38

 
Systems ADI Group Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 December 2024

18.


Investment property

Group


Freehold investment property

£



Valuation


At 1 January 2024
310,033



At 31 December 2024
310,033

The 2024 valuations were made by the director, on an open market value for existing use basis.




If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:

2024
2023
£
£


Historic cost
310,333
310,333

Company
The Company does not have any investment property (2023 - £Nil).
The 2024 valuations were made by the directors, on an open market value for existing use basis




Page 39

 
Systems ADI Group Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 December 2024

19.


Stocks

Group
Group
2024
2023
£
£

Raw materials and consumables
13,418
21,751

Work in progress
13,615,741
10,436,197

13,629,159
10,457,948



20.


Debtors

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


Trade debtors
33,785,975
42,977,984
-
-

Amounts owed by group undertakings
-
-
-
229,680

Other debtors
197,673
359,396
1
1

Prepayments and accrued income
408,270
485,527
-
-

Tax recoverable
47,318
-
-
-

Deferred taxation (note 23)
1,228,000
215,000
-
-

35,667,236
44,037,907
1
229,681



21.


Cash and cash equivalents

Group
Group
2024
2023
£
£

Cash at bank and in hand
13,396,321
18,215,765

Less: bank overdrafts
-
(351,911)

13,396,321
17,863,854


Page 40

 
Systems ADI Group Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 December 2024

22.


Creditors: Amounts falling due within one year

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

Bank overdrafts
-
351,911
-
-

Payments received on account
7,066,981
6,401,913
-
-

Trade creditors
15,240,470
21,845,974
-
-

Corporation tax
2,871
827,069
-
-

Other taxation and social security
5,463,342
7,258,676
-
-

Other creditors
462,782
1,551,192
-
229,680

Accruals and deferred income
17,484,895
18,171,484
-
-

45,721,341
56,408,219
-
229,680


Bank overdrafts are secured by a guarantee given by Systems ADI Group Limited and its subsidiary companies.

Page 41

 
Systems ADI Group Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 December 2024

23.


Deferred taxation


Group



2024
2023


£

£






At beginning of year
215,000
(231,500)


Credited to profit or loss
1,013,000
446,500



At end of period
1,228,000
215,000

Company


2024
2023






At end of year
-
-
The deferred tax asset is made up as follows:

Group
Group
2024
2023
£
£

Accelerated capital allowances
(333,000)
(275,000)

Other short term timing differences
99,000
82,000

Tax losses carried forward and other deductions
1,462,000
408,000

(1,228,000)
(215,000)


24.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



99,854 (2023 -99,854) Ordinary shares of £1.00 each
99,854
99,854
133 (2023 -133) A1 Ordinary shares of £1.00 each
133
133
13 (2023 -13) B1 Ordinary shares of £1.00 each
13
13

100,000

100,000


Page 42

 
Systems ADI Group Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 December 2024

25.


Reserves

Share premium account

The share premium account reserve contains the premium arising on the issue of equity shares, net of issue expenses.

Foreign exchange reserve

The foreign exchange reserve comprises translation differences arising from the translation of the opening net assets of overseas operations at the opening rate compared to actual brought forward balances.

Profit and loss account

The profit and loss account reserve represents cumulative profits and losses, net of dividends paid and other adjustments.


26.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £951,972 (2023 - £906,448). Contributions totalling £222,038 (2023 - £194,330) were payable to the fund at the balance sheet date and are included within creditors.


27.


Commitments under operating leases

At 31 December 2024 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£
£

Not later than 1 year
508,433
511,174

Later than 1 year and not later than 5 years
796,487
1,204,735

1,304,920
1,715,909


28.
Controlling Party

At 31 December 2024, the Director considered the ultimate controlling party to be A Lusty.


 
Page 43