REGISTERED NUMBER: 05806060 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

ADVANCED MANUFACTURING CONTROL SYSTEMS

UK LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

C R Curley

S L Martin

J Martin

SECRETARY:

J Martin

REGISTERED OFFICE:

Gethin House

36 Bond Street

Nuneaton

Warwickshire

CV11 4DA

REGISTERED NUMBER:

05806060 (England and Wales)

AUDITORS:

Armstrongs Bishop Simmons

Chartered Accountants and Statutory Auditors

Gethin House

36 Bond Street

Nuneaton

Warwickshire

CV11 4DA

FIXED ASSETS

Intangible assets

4

-

194,843

Tangible assets

5

22,515

22,179

22,515

217,022

CURRENT ASSETS

Stocks

209,566

188,240

Debtors

6

2,870,586

2,852,762

Cash at bank

1,719,509

1,284,290

4,799,661

4,325,292

CREDITORS

Amounts falling due within one year

7

3,086,286

2,425,401

NET CURRENT ASSETS

1,713,375

1,899,891

TOTAL ASSETS LESS CURRENT LIABILITIES

1,735,890

2,116,913

PROVISIONS FOR LIABILITIES

1,600

1,600

NET ASSETS

1,734,290

2,115,313

CAPITAL AND RESERVES

Called up share capital

8

100

100

Retained earnings

9

1,734,190

2,115,213

SHAREHOLDERS' FUNDS

1,734,290

2,115,313

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 24 October 2025 and were signed on its behalf by:

C R Curley - Director

1.	STATUTORY INFORMATION

Advanced Manufacturing Control Systems UK 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.

The presentation currency of the financial statements is the Pound Sterling (£).

The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

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.

Preparation of consolidated financial statements

The financial statements contain information about Advanced Manufacturing Control Systems UK Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its ultimate parent, Arctic Topco Limited, Block C, East City Plaza, Ballysimon, Ireland, V94 56R2.

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.

Significant judgements and estimates

In the application of the company's accounting policies, the directors are required to make estimates and assumptions that affect the amounts reported in the profit and loss account, balance sheet and disclosure of contingent assets or liabilities. Management evaluates these estimates on an ongoing basis, including those related to the provision for doubtful accounts, revenue recognition, accruals and valuation of 'intangible assets'. Management bases its estimates on historical experience and on various other assumptions believed reasonable in the circumstances. Actual results may differ from these estimates.

Turnover

The company derives revenues from the supply of hardware, the licence of software products under software licence agreements and from the delivery of professional services and maintenance services. When contracts contain multiple elements, and vendor specific objective evidence of fair value exists for all undelivered elements the delivered elements are recognised upfront and the undelivered elements over the life of the contract. Multiple element arrangements generally include post-contract customer support or maintenance. Vendor specific objective evidence of fair value is generally determined by sales of the same element or service to other customers, or with respect to maintenance through a renewal rate specified in the contract.

- Software licence revenues are recognised over the term of the licence agreement.

- Revenues from professional services are recognised as the services are performed.

- Revenues from hardware installations are recognised on verification of the installation.

- Maintenance revenues are recognised over the term of the maintenance contract.

Goodwill

Purchased goodwill, being the excess of the consideration over the fair values of the identifiable assets and liabilities of the acquired undertaking, is capitalised and amortised to the profit and loss over its useful economical life.

The trade goodwill attributable to UK customers on the purchase by AMCS group of the assets of The Solution Works LLP and TSWUS LLC is capitalised in the balance sheet and is amortised by equal annual installments over its expected useful life of 10 years.

The residual goodwill (which includes assembled workforce) on acquisition of P&L Software Systems Limited in the year is capitalised in the balance sheet and is amortised by equal annual installments over its useful life of 10 years.

Intangible assets

The intangible assets separately identified under FRS102 on the acquisition of P&L Software Systems Limited in the year are recognised separately from goodwill at the acquisition date.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following basis:

Trade name 10 years on a straight line basis

Intellectual property 5 years on a straight line basis

Customer relationships 10 years on a straight line basis

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

Depreciated equally over lease period

Fixtures and fittings

-

20% on cost

The gain or loss arising on disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Provision is made for any impairment of fixed assets.

Stocks

Stocks and work in progress are stated at the lower of cost and estimated selling price less costs to complete and sell. In general cost is determined on a first in, first out basis and includes transport and handling costs. Provision is made, where necessary, for obsolete, slow moving and defective stocks.

Financial instruments

Financial assets

Shares in subsidiary companies are stated at cost less any provision required for any permanent diminution in the value of the subsidiary.

Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares, are initially recognised at transaction price unless the arrangement constitutes a financing transaction. Where the arrangement constitutes a financing transaction the resulting financial liability is initially measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Trade and other creditors, bank loans, loans from fellow group companies, preference shares and financial liability from arrangement which constitute financing transactions are subsequently carried at amortised cost, using the effective interest method.

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 classified as due within one year if payment is due within one year or less. If not, they are presented as falling due after more than one year. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Employee benefits

The cost of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 31 (2023 - 34 ) .

4.	INTANGIBLE FIXED ASSETS

Patents &

Trade

Customer

Goodwill

IP

name

relationships

Totals

£

£

£

£

£

COST

At 1 January 2024

and 31 December 2024

1,997,432

135,000

302,000

249,000

2,683,432

AMORTISATION

At 1 January 2024

1,857,689

135,000

271,800

224,100

2,488,589

Amortisation for year

139,743

-

30,200

24,900

194,843

At 31 December 2024

1,997,432

135,000

302,000

249,000

2,683,432

NET BOOK VALUE

At 31 December 2024

-

-

-

-

-

At 31 December 2023

139,743

-

30,200

24,900

194,843

5.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

Computer

machinery

fittings

equipment

Totals

£

£

£

£

COST

At 1 January 2024

29,067

79,863

4,785

113,715

Additions

8,320

-

-

8,320

Disposals

(473

)

(51,882

)

-

(52,355

)

At 31 December 2024

36,914

27,981

4,785

69,680

DEPRECIATION

At 1 January 2024

9,996

76,755

4,785

91,536

Charge for year

7,903

4,318

-

12,221

Eliminated on disposal

(1,625

)

(54,967

)

-

(56,592

)

At 31 December 2024

16,274

26,106

4,785

47,165

NET BOOK VALUE

At 31 December 2024

20,640

1,875

-

22,515

At 31 December 2023

19,071

3,108

-

22,179

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

2,430,521

2,481,615

Other debtors

4,404

285

Prepayments and accrued income

435,661

370,862

2,870,586

2,852,762

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Bank loans and overdrafts

1

-

Trade creditors

60,262

60,516

Amounts owed to group undertakings

709,617

792,049

Corporation tax

(10

)

16,427

Social security and other taxes

413,896

69,467

VAT

384,155

342,533

Pension control account

-

9,248

Accruals and deferred income

1,518,365

1,135,161

3,086,286

2,425,401

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

100

Ordinary

£1

100

100

9.

RESERVES

Retained

earnings

£

At 1 January 2024

2,115,213

Deficit for the year

(381,023

)

At 31 December 2024

1,734,190

10.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Jane Biggs (Senior Statutory Auditor)

For and on behalf of Armstrongs Bishop Simmons

11.	BANK SECURITY

Goldman Sachs have a charge on all intangible assets and other assets within the Group.

HSBC Innovation Bank have a fixed charge with negative pledge over the companies assets. This charge was registered on 25th April 2024.

12.	PARENT COMPANY

Advanced Manufacturing Control Systems Limited, a company incorporated in Ireland owns 100% of the company's issued share capital.

Up to November 2024, the ultimate holding company for the group was AMCS International Limited. In November 2024, AMCS International was acquired by Arctic Topco Limited. As a result, the company's ultimate controlling party as at 31 December 2024 is Arctic Topco Ltd.

13.	GOING CONCERN

The accounts are prepared on the going concern basis, this is based upon the continued support of the company's parent entity.