Registration number:
for the
Year Ended 31 March 2025
ABEC (Group) Ltd
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Statement of Comprehensive Income |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
ABEC (Group) Ltd
Company Information
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Directors |
M Morrall M Litten A Shaw |
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Registered office |
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Auditors |
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ABEC (Group) Ltd
Strategic Report for the Year Ended 31 March 2025
The directors present their strategic report on ABEC (Group) Limited (the 'Company') and its subsidiaries (together the 'Group') for the year ended 31 March 2025.
Principal activity
The principal activity of the group is the design, installation and commissioning of heating, ventilation and air conditioning control systems.
Fair review of the business
The Group specialises in the installation and maintenance of building management systems (‘BMS’) and electrical power monitoring systems (‘EPMS’) with a particular focus on critical infrastructure such as data centres as well as other commercial buildings. BMS are computer based control systems used to monitor and manage a buildings essential services such as lighting, power and heating. EPMS are systems designed to measure and monitor energy usage, providing insights into the health and stability of an electrical network.
The Group has a global footprint with current operations and customers located in the UK, Europe and the Middle East. Specific services primarily include the design, specification, installation and commissioning of BMS, EPMS and SMART systems. Services such as maintenance contracts, repairs, retrofit & enhancements, software licensing and other energy consultancy are also provided.
The Group had a very strong year with growth of 80%, resulting in revenues of £32.7m (2024: £18.1m) and EBITDA of £4.7m (2024: £1.2m). EBITDA margin increased by 7.9ppt to 14.3% (2024: 6.4%) partly due to one-off gross margin items and also some investment in overhead to support further planned growth in 2025.
The Group has experienced significant revenue growth in the period through existing client relationships and some new client wins. International revenues have grown strongly with live projects across numerous European countries. As at year end the sales pipeline is strong which means the Group are expecting a continuation of growth in the coming year with increased customer demand, increasing market share and particular growth in the data centre space. Expansion into further new territories across Europe and the Middle East is planned.
Financial key performance indicators
The Group uses the following key performance indicators:
Revenue £; EBITDA; EBITDA %; and net current assets.
- Group revenue increased by 80% to £32.7m (2024: £18.1m).
- Reported EBITDA increased by £3.5m to £4.7m in 2025 (2024: £1.2m).
- EBITDA % increased by 7.9ppt to 14.3% in 2025 (2024: 6.4%).
- Net current assets increased by £3.6m to £5.2m (2024: £1.6m).
The Group also monitors Adjusted EBITDA as a key measure of underlying performance of the business and notes that there are some one-off items negatively impacting Adjusted EBITDA in 2025, although these have not been disclosed separately in the financial statements.
ABEC (Group) Ltd
Strategic Report for the Year Ended 31 March 2025
Principal risks and uncertainties
The Group is exposed to the following risks and uncertainties:
Volatility and operational risk
The UK, Europe and the Middle East where the Group operates are currently subject to a degree of volatility and uncertainty caused by a number of factors including labour constraints, supply chain cost inflation and disruptions, and the ongoing conflicts in Ukraine and Israel. These risks are assessed and carefully monitored by the senior management team on an ongoing basis.
Financial risks
Credit risk
The Group is exposed to certain financial risks related to customer payment cycles and potential bad debts. The Group has a diverse range of blue chip clients in terms of size and industry segment as well as a robust credit control policy. The cash position at the year end is strong and carefully monitored in order to manage any such risks.
Foreign exchange risk
The company is exposed to currency risk as a result of its operations generating some revenues in foreign currencies (primarily Euros and Qatari Riyal). The majority of the Group’s costs arise in sterling, with a less significant level of costs in other currencies. This foreign currency exposure is closely monitored and reviewed by the business.
Future developments
The business has a strong balance sheet which enables continued growth in the medium to long term. The outlook for the following year remains positive as we continue to service our existing customer base.
Research and development
The Group continues to undertake research and development activities in the BMS and related services field by developing new and novel systems and service offerings to keep pace with increasingly complex technologies as buildings become smarter and the importance of energy efficiency grows.
Approved by the
Chief Financial Officer
ABEC (Group) Ltd
Directors' Report for the Year Ended 31 March 2025
The directors present their report and the for the year ended 31 March 2025.
Directors of the company
The directors who held office during the year were as follows:
Financial instruments
Objectives and policies
The directors have close involvement in the day to day running of the business and, as such, have detailed knowledge of the financial risks of the business. The objectives of financial risk management are to ensure the company has sufficient working capital and resources to be able to continue the business' growth strategy. The directors have put in systems and controls which monitor financial risk and highlight when potential issues may occur. Management have a good attitude towards financial risk and a detailed knowledge of the business and industry.
Price risk, credit risk, liquidity risk and cash flow risk
Price risk
Through careful monitoring of the company’s market place and competitors the company’s exposure to price risk is kept to a minimum.
Credit risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Group policies are aimed at minimizing such losses by adopting strict credit worthiness procedures and monitoring customer payment histories. The company has a large customer base of varying size and risk which covers a large geographical area and therefore minimizes the impact should a customer default on its terms.
Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The group aims to mitigate liquidity risk by managing cash generation by its operations.
Cash flow risk
Cash flow risk is the risk that inflows and outflows of cash and cash equivalents will not be sufficient to finance day-to-day operations of the group. The group manages cash flow by careful negotiation of terms with customers and suppliers to maintain available funds to meet its liabilities as they fall due.
Going concern
The directors have prepared cash flow forecasts for the group for more than 12 months from the approval of the financial statements. After reviewing the group’s forecasts the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The directors therefore consider it appropriate to prepare the financial statements on a going concern basis. The financial statements do not include any adjustment that would result from insufficient facilities being made available to the group.
Information included in the Strategic Report
The group's business environment and risks, together with details of monitoring undertaken by the directors and future developments are dealt with elsewhere in the strategic report.
Important non adjusting events after the financial period
Subsequent to the year end, the group received external investment from funds advised by Magnesium Capital LLP. This was primarily in order to fund the future growth of the business. The transaction was facilitated by way of the incorporation of two new entities Acorn Top Co Limited and Acorn Bid Co Limited. ABEC (Group) Ltd was acquired by Acorn Bid Co Limited and the transaction completed on 5th June 2025. The ultimate parent company of the group is now considered to be Acorn Top Co Limited.
ABEC (Group) Ltd
Directors' Report for the Year Ended 31 March 2025
Disclosure of information to the auditor
Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Reappointment of auditors
In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of Hazlewoods LLP as auditors of the company is to be proposed at the forthcoming Annual General Meeting.
Approved by the
Chief Financial Officer
ABEC (Group) Ltd
Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
• | select suitable accounting policies and apply them consistently; |
• | make judgements and accounting estimates that are reasonable and prudent; |
• | state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
• | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
ABEC (Group) Ltd
Independent Auditor's Report to the Members of ABEC (Group) Ltd
Opinion
We have audited the financial statements of ABEC (Group) Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 March 2025 and of the group's profit for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
ABEC (Group) Ltd
Independent Auditor's Report to the Members of ABEC (Group) Ltd
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We considered the nature of the group’s industry and its control environment and reviewed the groups’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
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reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
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performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud; |
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enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and |
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reading minutes of meetings of those charged with governance. |
ABEC (Group) Ltd
Independent Auditor's Report to the Members of ABEC (Group) Ltd
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
For and on behalf of
Staverton Court
Staverton
GL51 0UX
ABEC (Group) Ltd
Consolidated Profit and Loss Account for the Year Ended 31 March 2025
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Note |
2025 |
(As restated) |
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Turnover |
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Cost of sales |
( |
( |
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Gross profit |
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|
|
|
Administrative expenses |
( |
( |
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|
Operational EBITDA |
4,673,625 |
1,160,132 |
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|
Depreciation and amortisation expense |
(168,633) |
(153,060) |
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|
Other operating income |
|
- |
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|
Operating profit |
|
|
|
|
Interest payable and similar charges |
( |
( |
|
|
(67,084) |
(20,539) |
||
|
Profit before tax |
|
|
|
|
Taxation |
( |
( |
|
|
Profit for the financial year |
|
|
|
|
Profit attributable to: |
|||
|
Owners of the group |
|
|
The above results were derived from continuing operations.
ABEC (Group) Ltd
Consolidated Statement of Comprehensive Income for the Year Ended 31 March 2025
|
2025 |
(As restated) |
|
|
Profit for the year |
|
|
|
Foreign currency translation losses |
( |
( |
|
Total comprehensive income for the year |
|
|
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Total comprehensive income attributable to: |
||
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Owners of the group |
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ABEC (Group) Ltd
(Registration number: 13152619)
Consolidated Balance Sheet as at 31 March 2025
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Note |
2025 |
(As restated) |
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Fixed assets |
|||
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Intangible assets |
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Tangible assets |
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Current assets |
|||
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Stocks |
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Debtors |
|
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Cash at bank and in hand |
|
|
|
|
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||
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
|
|
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Total assets less current liabilities |
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|
|
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Creditors: Amounts falling due after more than one year |
( |
( |
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Provisions for liabilities |
( |
( |
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Net assets |
|
|
|
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Capital and reserves |
|||
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Called up share capital |
1,468,656 |
1,468,656 |
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FX Translation reserve |
(113,527) |
(29,604) |
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|
Profit and loss account |
3,576,806 |
752,858 |
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|
Equity attributable to owners of the Group |
4,931,935 |
2,191,910 |
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|
Shareholders' funds |
4,931,935 |
2,191,910 |
Approved and authorised by the
Chief Financial Officer
ABEC (Group) Ltd
(Registration number: 13152619)
Balance Sheet as at 31 March 2025
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Note |
2025 |
2024 |
|
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Fixed assets |
|||
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Investments |
|
|
|
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Current assets |
|||
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Debtors |
|
|
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Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current liabilities |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
1,468,656 |
1,468,656 |
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Profit and loss account |
(8,076) |
18,703 |
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Shareholders' funds |
1,460,580 |
1,487,359 |
The company made a profit after tax for the financial year of £648,669 (2024 - profit of £1,159,401).
Approved and authorised by the
Chief Financial Officer
ABEC (Group) Ltd
Consolidated Statement of Changes in Equity for the Year Ended 31 March 2025
Equity attributable to the parent company
|
Share capital |
FX Translation reserve |
Profit and loss account |
Total |
|
|
At 1 April 2023 |
|
|
|
|
|
Profit for the year (As restated) |
- |
- |
|
|
|
Dividends |
- |
- |
( |
( |
|
Movement in foreign currency reserve |
- |
(55,948) |
- |
(55,948) |
|
At 31 March 2024 (As restated) |
1,468,656 |
(29,604) |
752,858 |
2,191,910 |
|
Share capital |
FX Translation reserve |
Profit and loss account |
Total |
|
|
At 1 April 2024 |
|
( |
|
|
|
Prior period adjustment |
- |
- |
( |
( |
|
At 1 April 2024 (As restated) |
|
( |
|
|
|
Profit for the year |
- |
- |
|
|
|
Dividends |
- |
- |
( |
( |
|
Movement in foreign currency reserve |
- |
(83,923) |
- |
(83,923) |
|
At 31 March 2025 |
|
( |
|
|
ABEC (Group) Ltd
Statement of Changes in Equity for the Year Ended 31 March 2025
|
Share capital |
Profit and loss account |
Total |
|
|
At 1 April 2023 |
|
|
|
|
Profit for the year |
- |
|
|
|
Dividends |
- |
( |
( |
|
At 31 March 2024 |
1,468,656 |
18,703 |
1,487,359 |
|
Share capital |
Profit and loss account |
Total |
|
|
At 1 April 2024 |
|
|
|
|
Profit for the year |
- |
|
|
|
Dividends |
- |
( |
( |
|
At 31 March 2025 |
|
( |
|
ABEC (Group) Ltd
Consolidated Statement of Cash Flows for the Year Ended 31 March 2025
|
Note |
2025 |
(As restated) |
|
|
Cash flows from operating activities |
|||
|
Profit for the year |
|
|
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Finance costs |
|
|
|
|
Income tax expense |
|
|
|
|
|
|
||
|
Working capital adjustments |
|||
|
(Increase)/decrease in stocks |
( |
|
|
|
Increase in trade debtors |
( |
( |
|
|
Increase in trade creditors |
|
|
|
|
Cash generated from operations |
|
|
|
|
Income taxes paid |
( |
( |
|
|
Net cash flow from operating activities |
|
|
|
|
Cash flows from investing activities |
|||
|
Acquisitions of tangible assets |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Proceeds from other borrowing draw downs |
( |
( |
|
|
Repayment of other borrowing |
|
|
|
|
Dividends paid |
( |
( |
|
|
Net cash flows from financing activities |
( |
( |
|
|
Net increase in cash and cash equivalents |
|
|
|
|
Cash and cash equivalents at 1 April |
|
|
|
|
Cash and cash equivalents at 31 March |
3,503,000 |
925,304 |
|
ABEC (Group) Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March 2025.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
ABEC (Group) Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025
|
2 |
Accounting policies (continued) |
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Going concern
After reviewing the group's forecasts and projections, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The group therefore continues to adopt the going concern basis in preparing its financial statements.
Prior period errors
During the year the group identified an adjustment in the prior period financial statements. This adjustment
was as a result of an error in the application of the group's payroll scheme.
The effect on the financial statements for the year ended 31 March 2024 was to decrease the profit before tax by £57,111 and to decrease retained earnings by £45,332. This resulted in a decrease in the tax liability of £11,779, resulting in an overall increase in creditors falling due within one year of £45,332 and an overall decrease in net assets of £45,332.
Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Judgements and key sources of estimation uncertainty
No significant judgements have been made by management in preparing these financial statements. |
Key sources of estimation uncertainty
Contract revenue
Revenue from contracts is assessed on an individual basis with revenue earned being ascertained based on the stage of the completion of the contract which is estimated using a combination of the milestones in the contacts and the revenues invoiced to date compared to the total value of the contract. The assessed stage of completion will then determine the associated costs to accrue or defer in respect of that individual contract. Estimates of the works completed are made on a regular basis and subject to management review.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company.
The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.
ABEC (Group) Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025
|
2 |
Accounting policies (continued) |
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Office equipment |
25% of cost per annum |
|
Furniture, Fittings and Equipment |
25% of cost per annum |
Goodwill
Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Intangible assets
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Goodwill |
10 years straight line |
ABEC (Group) Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025
|
2 |
Accounting policies (continued) |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.
Stocks
Stock is valued at the lower of cost and net realisable value and includes work in progress and materials purchased for impending work. Cost includes direct materials and, where applicable, direct labour costs and attributable overheads that have been incurred in bringing the stock to its present location and condition.
At each reporting date, stock is assessed for impairment. If stock is found to be impaired, its carrying value is reduced to its net realisable value. Any impairment loss is recognised immediately in the profit and loss statement.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
ABEC (Group) Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025
|
2 |
Accounting policies (continued) |
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Financial instruments
Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.
Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
ABEC (Group) Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025
|
2 |
Accounting policies (continued) |
Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
Derivative financial instruments
Derivatives
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognised in profit or loss immediately.
Hedging
At the inception of the hedge relationship, the entity documents the economic relationship between the hedging instrument and the hedged item, along with its risk management objectives and clear identification of the risk in the hedged item that is being hedged by the hedging instrument. Furthermore, at the inception of the hedge the Group determines and documents causes for hedge ineffectiveness.
ABEC (Group) Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025
|
2 |
Accounting policies (continued) |
Cash flow hedges
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss. Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods in which the hedged item affects profit or loss or when the hedging relationship ends.
Hedge accounting is discontinued when the Group revokes the hedging relationship, the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. Any gain or loss accumulated in equity at that time is reclassified to profit or loss when the hedged item is recognised in profit or loss. When a forecast transaction is no longer expected to occur, any gain or loss that was recognised in other comprehensive income is reclassified immediately to profit or loss.
|
Turnover |
The analysis of the group's Turnover for the year from continuing operations is as follows:
|
2025 |
2024 |
|
|
Rendering of services |
|
|
The analysis of the group's Turnover for the year by market is as follows:
|
2025 |
2024 |
|
|
UK |
|
|
|
Europe |
|
|
|
Rest of world |
|
|
|
|
|
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
|
2025 |
2024 |
|
|
Miscellaneous other operating income |
|
- |
Included within miscellaneous other operating income is £63,159 (2024: £nil) relating to amounts receivable from professional services.
|
Operating profit |
Arrived at after charging/(crediting)
|
2025 |
(As restated) |
||
|
Depreciation expense |
|
|
|
|
Amortisation expense |
|
|
|
|
Foreign exchange losses |
|
|
|
|
Operating lease expense - property |
|
|
|
|
Exceptional administrative expenses |
462,100 |
57,111 |
ABEC (Group) Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Exceptional items |
|
2025 |
(As restated) |
|
|
One-off payroll expense |
112,084 |
57,111 |
|
Non-capitalisable due diligence expenses |
350,016 |
- |
|
462,100 |
57,111 |
The one-off payroll expense recognised in the financial statements for the year ending 31 March 2025 and the prior year relate to the events discussed in note 2.
Non-capitalisable due diligence expenses relate to professional fees incurred in preparation for a potential sale of the share capital of the business. These were incurred separate to the transaction as described in note 27.
|
Interest payable and similar expenses |
|
2025 |
2024 |
|
|
Interest on bank overdrafts and borrowings |
|
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2025 |
2024 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2025 |
2024 |
|
|
Direct employees |
|
|
|
Indirect employees |
|
|
|
|
|
Company
The company incurred no staff costs and had no employees other than the directors.
ABEC (Group) Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2025 |
2024 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
64,573 |
24,512 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
|
2025 |
2024 |
|
|
Accruing benefits under money purchase pension scheme |
|
|
In respect of the highest paid director:
|
2025 |
2024 |
|
|
Remuneration |
|
|
|
Company contributions to money purchase pension schemes |
|
|
|
Auditors' remuneration |
|
2025 |
2024 |
|
|
Audit of these financial statements |
26,700 |
22,325 |
|
Other fees to auditors |
||
|
All other non-audit services |
|
|
ABEC (Group) Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2025 |
(As restated) |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
|
UK corporation tax adjustment to prior periods |
( |
( |
|
(16,406) |
2,109 |
|
|
Foreign tax |
|
|
|
Total current income tax |
240,348 |
153,721 |
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
|
|
|
Tax expense in the income statement |
|
|
The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2024 - lower than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2025 |
(As restated) |
|
|
Profit before tax |
|
|
|
Corporation tax at standard rate |
|
|
|
Effect of expense not deductible in determining taxable profit |
|
|
|
Effect of foreign tax rates |
( |
( |
|
Decrease in UK and foreign current tax from unrecognised temporary difference from a prior period |
( |
( |
|
Increase in UK and foreign current tax from adjustment for prior periods |
- |
|
|
Tax decrease from effect of capital allowances and depreciation |
- |
( |
|
Tax decrease from other short-term timing differences |
( |
- |
|
Tax decrease arising from group relief |
( |
- |
|
Total tax charge |
|
|
ABEC (Group) Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025
|
11 |
Taxation (continued) |
Deferred tax
Group
Deferred tax assets and liabilities
|
2025 |
Liability |
|
Fixed asset timing differences |
|
|
Short term timing differences |
( |
|
Deferred tax arising on alignment of foreign subsidiary to UK GAAP |
|
|
|
|
2024 |
Liability |
|
Fixed asset timing differences |
|
|
Short term timing differences |
( |
|
|
|
Intangible assets |
Group
|
Goodwill |
|
|
Cost |
|
|
At 1 April 2024 |
|
|
At 31 March 2025 |
|
|
Amortisation |
|
|
At 1 April 2024 |
|
|
Amortisation charge |
|
|
At 31 March 2025 |
|
|
Carrying amount |
|
|
At 31 March 2025 |
|
|
At 31 March 2024 |
|
ABEC (Group) Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Tangible assets |
Group
|
Furniture, fittings and equipment |
|
|
Cost |
|
|
At 1 April 2024 |
|
|
Additions |
|
|
At 31 March 2025 |
|
|
Depreciation |
|
|
At 1 April 2024 |
|
|
Charge for the year |
|
|
At 31 March 2025 |
|
|
Carrying amount |
|
|
At 31 March 2025 |
|
|
At 31 March 2024 |
|
|
Investments |
Company
|
2025 |
2024 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 1 April 2024 |
|
|
Additions |
|
|
At 31 March 2025 |
|
|
Provision |
|
|
Carrying amount |
|
|
At 31 March 2025 |
|
|
At 31 March 2024 |
|
Company
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the group holds 20% or more of the nominal value of any class of share capital are as follows:
ABEC (Group) Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025
|
14 |
Investments (continued) |
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2025 |
2024 |
|||
|
Subsidiary undertakings |
||||
|
|
7 Miller Court,
|
|
|
|
|
United Kingdom |
||||
|
|
7 Miller Court,
|
|
|
|
|
United Kingdom |
||||
|
|
The E18hteen,
|
|
|
|
|
Qatar |
||||
|
|
7 The Courtyard,
|
|
|
|
|
Republic of Ireland |
||||
|
|
ABC Workspaces
|
|
|
|
|
|
Building No 8592, King Fahad Road, Al Olaya, Riyadh 12333 |
|
|
|
|
Saudi Arabia |
||||
|
Stocks |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Consumables |
|
|
- |
- |
|
Work in progress |
|
|
- |
- |
|
|
|
- |
- |
|
ABEC (Group) Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Debtors |
|
Group |
Company |
||||
|
Note |
2025 |
2024 |
2025 |
2024 |
|
|
Trade debtors |
|
|
- |
- |
|
|
Amounts owed by related parties |
|
|
- |
- |
|
|
Amounts owed by group undertakings |
- |
- |
159,250 |
323,282 |
|
|
Other debtors |
|
|
- |
- |
|
|
Prepayments |
|
|
- |
- |
|
|
Accrued income |
|
|
- |
- |
|
|
VAT debtor |
175,966 |
270,785 |
- |
- |
|
|
Corporation tax asset |
962,608 |
465,561 |
- |
- |
|
|
|
|
|
|
||
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Cash at bank |
|
|
|
|
|
Creditors |
|
Group |
Company |
||||
|
Note |
2025 |
(As restated) |
2025 |
2024 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
|
Trade creditors |
|
|
- |
- |
|
|
Amounts due to group undertakings |
- |
- |
126,781 |
109,748 |
|
|
Amounts due to related parties |
|
|
|
|
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
|
Other payables |
|
|
- |
- |
|
|
Accruals |
|
|
- |
|
|
|
Corporation tax liability |
66,068 |
40,827 |
- |
- |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Other financial liabilities |
|
|
- |
- |
|
ABEC (Group) Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Loans and borrowings |
Current loans and borrowings
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Other borrowings |
|
|
|
|
|
Provisions for liabilities |
Group
|
Deferred tax |
|
|
At 1 April 2024 |
|
|
Increase in existing provisions |
|
|
At 31 March 2025 |
|
|
|
|
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
|
Share capital |
Allotted, called up and fully paid shares
|
2025 |
2024 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
781,901 |
|
781,901 |
|
|
|
414,737 |
|
414,737 |
|
|
|
172,018 |
|
172,018 |
|
|
|
100,000 |
|
100,000 |
|
|
|
- |
|
- |
|
|
|
|
|
|
ABEC (Group) Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Obligations under leases and hire purchase contracts |
Group
Operating leases
The total of future minimum lease payments is as follows:
|
2025 |
2024 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
Later than five years |
|
- |
|
|
|
The company jointly uses a number of leased assets held in the name of another company under common ownership. Although not the legal lessee, the company bears a portion of the lease payments. The company’s share of future minimum lease payments under these arrangements is estimated at £242,966.
These joint assets include cars and vans used by staff to attend the various project sites, and the lease payments are shared between the companies based on usage or internal agreement. Although the company is not the legal lessee, it recognises its share of the lease expense in the profit and loss account.
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
- £73,055 (2024 - £46,158) relates to operating lease commitments held in the name of the company.
- £145,595 (2024 - £102,586) in respect of lease arrangements held in the name of another company, which are jointly used by both entities. While there are no formal shared usage agreements in place, the company derives benefit from the use of these assets and has recognised the associated costs accordingly.
These payments have been accounted for in line with the substance of the arrangement and the requirements of FRS 102.
|
Dividends |
|
2025 |
2024 |
|
|
Dividends paid |
675,448 |
1,166,968 |
|
Analysis of changes in net debt |
Group
|
At 1 April 2024 |
Operational cash flows |
At 31 March 2025 |
|
|
Cash and cash equivalents |
|||
|
Cash |
925,304 |
2,577,696 |
3,503,000 |
|
Borrowings |
|||
|
Short term borrowings |
(30,124) |
(106,127) |
(136,251) |
|
|
|||
|
|
|
|
|
ABEC (Group) Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Related party transactions |
Group and Company
During the year, the Group made sales of £661,111 (2024: £411,444) and purchases of £269,910 (2024: £721,519) to and from Automated Building & Energy Controls Ltd, a company under common control. At the year end and amount of £129,905 (2024: £199,059) was included within debtors due within one year and an amount of £40,319 (2024: £215,116) was included within creditors due within one year.
At the year end an amount of £19,809 (2024: £149,413) was due to Automated Building & Energy Control (Group) Ltd, a company under common control.
Summary of transactions with key management
|
Non adjusting events after the financial period |
|
|
|
Parent and ultimate parent undertaking |
On 5 June 2025, Acorn Bid Co Limited, a company registered in England and Wales, became the immediate parent company and Acorn Top Co Limited, a company registered in England and Wales, became the ultimate parent company. On this same date, the ultimate controlling party became Acorn Mixer LLP.