Registration number:
for the
Year Ended 31 March 2025
Automated Building & Energy Controls (Holdings) 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 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 |
Automated Building & Energy Controls (Holdings) Ltd.
Company Information
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Directors |
Mr Matthew Morrall Mr Matthew Litten Mr Andrew Shaw |
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Registered office |
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Auditors |
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Automated Building & Energy Controls (Holdings) Ltd.
Strategic Report for the Year Ended 31 March 2025
The directors present their strategic report on Automated Building & Energy Controls (Holdings) 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 service and maintenance of building management systems and automatic controls.
Fair review of the business
The Group specialises in the installation and maintenance of building management systems (‘BMS’) and electrical power monitoring systems (‘EPMS’). 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’s current operations and customers are primarily located in the UK and Europe. Specific services include maintenance, repairs, retrofit & enhancements, software licensing and other energy consultancy. Typical customer sites include commercial buildings and data centres.
The Group had a solid year with revenue of £10.6m (2024: £7.8m) and EBITDA of £0.6m (2024: £0.5m - restated). EBITDA margin decreased slightly by 0.7ppt to 5.7% (2024: 6.4%) as a result of some investment in overhead to support planned growth in 2026. As at year end the maintenance contract book is in a strong position and the Group are expecting a period of significant growth in the coming year with increased customer demand, increasing market share and particular growth in the data centre space.
Financial key performance indicators
The Group uses the following key performance indicators: Revenue £; EBITDA; EBITDA %; and net current assets.
- Group revenue increased by 36% to £10.6m (2024: £7.8m).
- EBITDA increased marginally to £0.6m in 2025 (2024: £0.5m).
- EBITDA % decreased by 0.7ppt to 5.7% in 2025 (2024: 6.4%).
- Net current assets increased by £0.3m to £1.0m (2024: £0.7m).
The Group also monitors Adjusted EBITDA as a key measure of underlying performance of the business.
Principal risks and uncertainties
The Group is exposed to the following risks and uncertainties:
Volatility and operational risk
The UK, where the majority of revenues are generated, and other markets in which 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 war in Ukraine. These risks are assessed and carefully monitored by the senior management team on an ongoing basis.
Financial risks
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.
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
Automated Building & Energy Controls (Holdings) 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 group
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.
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.
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.
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. Automated Building & Energy Controls (Holdings) 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.
Automated Building & Energy Controls (Holdings) 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
The auditors Hazlewoods LLP are deemed to be reappointed under section 487(2) of the Companies Act 2006.
Approved by the
Chief Financial Officer
Automated Building & Energy Controls (Holdings) 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.
Automated Building & Energy Controls (Holdings) Ltd.
Independent Auditor's Report to the Members of Automated Building & Energy Controls (Holdings) Ltd.
Opinion
We have audited the financial statements of Automated Building & Energy Controls (Holdings) 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 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 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 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. |
Automated Building & Energy Controls (Holdings) Ltd.
Independent Auditor's Report to the Members of Automated Building & Energy Controls (Holdings) Ltd.
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We considered the nature of the group’s industry and its control environment and reviewed the groups’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
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 judgements 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.
Automated Building & Energy Controls (Holdings) Ltd.
Independent Auditor's Report to the Members of Automated Building & Energy Controls (Holdings) Ltd.
In addition to the above, our procedures to respond to the risks identified included the following:
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reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
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performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud; |
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enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and |
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reading minutes of meetings of those charged with governance. |
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
For and on behalf of
Staverton Court
Staverton
GL51 0UX
Automated Building & Energy Controls (Holdings) 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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|
|
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Cost of sales |
( |
( |
|
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Gross profit |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Operating EBITDA |
603,010 |
500,436 |
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|
Depreciation and amortisation expense |
(666,851) |
(658,838) |
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|
Operating loss |
( |
( |
|
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Interest receivable and similar income |
|
|
|
|
Interest payable and similar charges |
( |
( |
|
|
(2,819) |
(12,027) |
||
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Loss before tax |
( |
( |
|
|
Taxation |
( |
( |
|
|
Loss for the financial year |
( |
( |
|
|
Loss attributable to: |
|||
|
Owners of the group |
( |
( |
The above results were derived from continuing operations.
The group has no recognised gains or losses for the year other than the results above.
Automated Building & Energy Controls (Holdings) Ltd.
(Registration number: 13152864)
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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||
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Current assets |
|||
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Stocks |
|
|
|
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
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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 |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
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Net assets |
|
|
|
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Capital and reserves |
|||
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Called up share capital |
|
|
|
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Revaluation reserve |
|
|
|
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Profit and loss account |
( |
( |
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Equity attributable to owners of the group |
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|
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Total equity |
|
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Approved and authorised by the
Chief Financial Officer
Automated Building & Energy Controls (Holdings) Ltd.
(Registration number: 13152864)
Balance Sheet as at 31 March 2025
|
Note |
2025 |
2024 |
|
|
Fixed assets |
|||
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Investments |
|
|
|
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Current assets |
|||
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Debtors |
|
|
|
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Creditors: Amounts falling due within one year |
( |
( |
|
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Net current liabilities |
( |
( |
|
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Net assets |
|
|
|
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Capital and reserves |
|||
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Called up share capital |
7,200,000 |
7,200,000 |
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Profit and loss account |
26,270 |
26,270 |
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|
Shareholders' funds |
7,226,270 |
7,226,270 |
The company made a profit after tax for the financial year of £109,633 (2024 - profit of £306,321).
Approved and authorised by the
Chief Financial Officer
Automated Building & Energy Controls (Holdings) Ltd.
Consolidated Statement of Changes in Equity for the Year Ended 31 March 2025
Equity attributable to the parent company
|
Share capital |
Revaluation reserve |
Profit and loss account |
Total |
|
|
At 1 April 2023 |
|
|
( |
|
|
Prior period adjustment |
- |
- |
( |
( |
|
At 1 April 2023 (As restated) |
|
|
( |
|
|
Loss for the year (As restated) |
- |
- |
( |
( |
|
Dividends |
- |
- |
( |
( |
|
At 31 March 2024 |
7,200,000 |
66,301 |
(1,961,649) |
5,304,652 |
|
Share capital |
Revaluation reserve |
Profit and loss account |
Total |
|
|
At 1 April 2024 |
|
|
( |
|
|
Prior period adjustment |
- |
- |
( |
( |
|
At 1 April 2024 (As restated) |
|
|
( |
|
|
Loss for the year |
- |
- |
( |
( |
|
Dividends |
- |
- |
( |
( |
|
At 31 March 2025 |
|
|
( |
|
Automated Building & Energy Controls (Holdings) 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 |
7,200,000 |
26,270 |
7,226,270 |
|
Share capital |
Profit and loss account |
Total |
|
|
At 1 April 2024 |
|
|
|
|
Profit for the year |
- |
|
|
|
Dividends |
- |
( |
( |
|
At 31 March 2025 |
|
|
|
Automated Building & Energy Controls (Holdings) Ltd.
Consolidated Statement of Cash Flows for the Year Ended 31 March 2025
|
Note |
2025 |
(As restated) |
|
|
Cash flows from operating activities |
|||
|
Loss for the year |
( |
( |
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Income tax expense |
|
|
|
|
|
|
||
|
Working capital adjustments |
|||
|
(Increase)/decrease in stocks |
( |
|
|
|
Increase in trade debtors |
( |
( |
|
|
Increase/(decrease) in trade creditors |
|
( |
|
|
Cash generated from operations |
|
|
|
|
Income taxes paid |
( |
( |
|
|
Net cash flow from operating activities |
|
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Net cash flows from investing activities |
( |
( |
|
|
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 decrease in cash and cash equivalents |
( |
( |
|
|
Cash and cash equivalents at 1 April |
|
|
|
|
Cash and cash equivalents at 31 March |
388,080 |
445,281 |
|
Automated Building & Energy Controls (Holdings) 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.
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.
Automated Building & Energy Controls (Holdings) Ltd.
Notes to the Financial Statements for the Year Ended 31 March 2025
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.
For the year ended 31 March 2024, the adjustments resulted in a decrease in profit before tax of £104,487 and a reduction in retained earnings of £352,701. A corresponding decrease in the deferred tax liability of £102,964 was recognised. Overall, this led to an increase in creditors falling due within one year of £435,638 and a net reduction in net assets of £435,638.
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
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.
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.
Automated Building & Energy Controls (Holdings) Ltd.
Notes to the Financial Statements for the Year Ended 31 March 2025
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.
On transition to FRS102 the company revaluation the land and buildings to deemed cost giving rise to a revaluation reserve.
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 |
|
Land and buildings |
2% per annum straight line |
|
Furniture, fittings and equipment |
25% per annum straight line |
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 |
|
Development costs |
25% per annum straight line |
|
Goodwill |
10% per annum straight line |
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.
Automated Building & Energy Controls (Holdings) Ltd.
Notes to the Financial Statements for the Year Ended 31 March 2025
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.
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
Automated Building & Energy Controls (Holdings) Ltd.
Notes to the Financial Statements for the Year Ended 31 March 2025
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.
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.
Automated Building & Energy Controls (Holdings) Ltd.
Notes to the Financial Statements for the Year Ended 31 March 2025
|
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 |
|
|
|
|
|
|
Operating profit |
Arrived at after charging/(crediting)
|
2025 |
2024 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Research and development cost |
|
|
|
Foreign exchange losses |
|
|
|
Operating lease expense - property |
|
|
|
Other interest receivable and similar income |
|
2025 |
2024 |
|
|
Interest income on bank deposits |
|
|
|
Interest payable and similar expenses |
|
2025 |
2024 |
|
|
Interest expense on other finance liabilities |
|
|
Automated Building & Energy Controls (Holdings) Ltd.
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2025 |
(As restated) |
|
|
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.
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2025 |
2024 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
294,803 |
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 |
|
|
|
Auditors' remuneration |
|
2025 |
2024 |
|
|
Audit of these financial statements |
14,500 |
15,825 |
|
Other fees to auditors |
||
|
All other non-audit services |
|
|
Automated Building & Energy Controls (Holdings) 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 |
( |
( |
|
93,689 |
133,345 |
|
|
Foreign tax |
( |
- |
|
Total current income tax |
92,920 |
133,345 |
|
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 higher than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2025 |
(As restated) |
|
|
Loss before tax |
( |
( |
|
Corporation tax at standard rate |
( |
( |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Decrease in UK and foreign current tax from adjustment for prior periods |
( |
( |
|
Tax increase from effect of capital allowances and depreciation |
|
|
|
Tax increase from other short-term timing differences |
|
|
|
Tax decrease arising from group relief |
( |
( |
|
Tax (decrease)/increase from other tax effects |
( |
|
|
Total tax charge |
|
|
Automated Building & Energy Controls (Holdings) Ltd.
Notes to the Financial Statements for the Year Ended 31 March 2025
Deferred tax
Group
Deferred tax assets and liabilities
|
2025 |
Asset |
|
Fixed asset timing differences |
( |
|
Short term timing differences |
|
|
|
|
2024 |
Asset |
|
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 |
|
Automated Building & Energy Controls (Holdings) Ltd.
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Tangible assets |
Group
|
Land and buildings |
Furniture, fittings and equipment |
Total |
|
|
Cost or valuation |
|||
|
At 1 April 2024 |
|
|
|
|
Additions |
- |
|
|
|
Disposals |
- |
( |
( |
|
At 31 March 2025 |
|
|
|
|
Depreciation |
|||
|
At 1 April 2024 |
|
|
|
|
Charge for the year |
|
|
|
|
Eliminated on disposal |
- |
( |
( |
|
At 31 March 2025 |
|
|
|
|
Carrying amount |
|||
|
At 31 March 2025 |
|
|
|
|
At 31 March 2024 |
|
|
|
Included within the net book value of land and buildings above is £339,200 (2024 - £344,400) in respect of freehold land and buildings.
|
Investments |
Company
|
2025 |
2024 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost |
|
|
At 1 April 2024 and 31 March 2024 |
|
|
Carrying amount |
|
|
At 31 March 2025 |
|
|
At 31 March 2024 |
|
Automated Building & Energy Controls (Holdings) Ltd.
Notes to the Financial Statements for the Year Ended 31 March 2025
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2025 |
2024 |
|||
|
Subsidiary undertakings |
||||
|
|
7 Miller Court Severn Drive, Tewkesbury Business Park, Tewkesbury, Gloucestershire, GL20 8DN, England |
|
|
|
|
|
7 Miller Court Severn Drive, Tewkesbury Business Park, Tewkesbury, Gloucestershire, GL20 8DN, England |
|
|
|
|
Stocks |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Consumables |
|
|
- |
- |
|
Work in progress |
|
|
- |
- |
|
|
|
- |
- |
|
|
Debtors |
|
Group |
Company |
||||
|
Note |
2025 |
(As restated) |
2025 |
2024 |
|
|
Trade debtors |
|
|
- |
- |
|
|
Amounts owed by related parties |
|
|
- |
- |
|
|
Amounts owed by group companies |
- |
- |
- |
46,857 |
|
|
Other debtors |
|
|
- |
- |
|
|
Prepayments |
|
|
- |
- |
|
|
Accrued Income |
|
|
- |
- |
|
|
Deferred tax assets |
|
|
- |
- |
|
|
Corporation tax asset |
|
- |
- |
- |
|
|
Directors loan accounts receivable |
181,268 |
- |
181,268 |
- |
|
|
|
|
|
|
||
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Cash on hand |
|
- |
- |
- |
|
Cash at bank |
|
|
- |
- |
|
|
|
- |
- |
|
Automated Building & Energy Controls (Holdings) Ltd.
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Creditors |
|
Group |
Company |
||||
|
Note |
2025 |
(As restated) |
2025 |
2024 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
- |
|
|
|
Trade creditors |
|
|
- |
- |
|
|
Amounts owed from group undertakings |
- |
- |
200,188 |
- |
|
|
Amounts due to related parties |
|
|
- |
- |
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
|
Other payables |
|
|
- |
- |
|
|
Accruals |
|
|
- |
- |
|
|
Corporation tax liability |
- |
96,053 |
- |
- |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
|
Loans and borrowings |
Current loans and borrowings
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Bank borrowings |
|
|
- |
- |
|
Other borrowings |
|
|
- |
|
|
|
|
- |
|
|
Non-current loans and borrowings
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Bank borrowings |
|
|
- |
- |
Bank borrowings are secured against the assets of the company and are repayable by instalments with £51,668 (2024 - £62,150) due after more than five years.
|
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 £
Automated Building & Energy Controls (Holdings) Ltd.
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Share capital |
Allotted, called up and fully paid shares
|
2025 |
2024 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
3,243,243 |
|
3,243,243 |
|
|
|
3,243,243 |
|
3,243,243 |
|
|
|
713,514 |
|
713,514 |
|
|
|
|
|
|
|
Dividends |
|
2025 |
2024 |
|
|
Dividends paid |
109,633 |
306,321 |
|
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 |
|
|
|
|
|
The company is the legal lessee for a number of operating leases relating to assets jointly used with another company under common ownership. The total future minimum lease payments under non-cancellable operating leases are £564,751. These assets are used jointly, and the lease costs are shared between the companies. The company expects to bear approximately £321,076 of these payments.
These joint assets include cars and vans used by staff to attend the various project sites, which are used jointly with another company under common ownership. The lease payments are shared between the companies based on usage or internal agreement. The company recognises its share of the lease expense in the profit and loss account. The remaining cost is borne by the other company.
The company remains contractually liable for the full lease payments under these agreements.
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
Automated Building & Energy Controls (Holdings) Ltd.
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Analysis of changes in net debt |
Group
|
At 1 April 2024 |
Operating cash flows |
At 31 March 2025 |
|
|
Cash and cash equivalents |
|||
|
Cash |
445,281 |
(57,201) |
388,080 |
|
Borrowings |
|||
|
Short term borrowings |
(140,976) |
21,048 |
(119,928) |
|
|
|||
|
|
( |
|
|
|
Related party transactions |
Group and Company
During the year the group made sales of £87,262 and purchases of £260,374 to and from ABEC Ltd, a company controlled by the directors. At the year end an amount of £33,550 (2024 - £175,904) was included with creditors due within one year.
During the year the group made sales of £148,543 and purchases of £395,187 to and from ABEC (contracts) Limited, a company controlled by the directors. At the year end an amount of £96,355 (2024 - £23,156) was included with creditors due within one year.
During the year the group made sales of £34,105 and purchases of £5,550 to and from ABEC Controls Group WILL, a company controlled by the directors. At the year end an amount of £10,671 (2024 - £65,703) was included with debtors falling due within one year.
At the year end an amount of £23,933 (2024 - £Nill) was due from ABEC GmbH, a company controlled by the directors.
At the year end an amount of £5,716 (2024 - £Nill) was due from ABEC KSA Limited, a company controlled by the directors.
Summary of transactions with key management
|
Parent and ultimate parent undertaking |
On 5th 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.
|
Non adjusting events after the financial period |
|
|