Registration number:
for the
Period from 15 April 2025 to 31 March 2026
Acorn Top Co Limited
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 |
Acorn Top Co Limited
Company Information
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Directors |
I Jones M Litten M Morrall D Wild F Duggan |
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Registered office |
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Auditors |
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Acorn Top Co Limited
Strategic Report for the period from 15 April 2025 to 31 March 2026
The directors present their strategic report for the period from 15 April 2025 to 31 March 2026 for the company and its subsidiary undertakings (the "Group") drawn up to 31 March 2026
Acorn Top Co Limited was incorporated on 15 April 2025 and had no trading activity until it acquired ABEC (Group) Ltd and Automated Building & Energy Controls (Holdings) Ltd. and their respective subsidiary undertakings via Acorn Bid Co Limited on 5 June 2025. As such these accounts reflect the trading activity of the Group from 5 June 2025 to 31 March 2026.
Principal activity
The principal activity of the Group is the design, installation and commissioning of heating, ventilation and air conditioning control systems, and 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’) 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 trading period resulting in revenues of £31.4m and Earnings before interest, tax, depreciation, amortisation and exceptional items ("Adjusted EBITDA") of £4.3m for the 10 month trading period to 31st March 2026. Adjusted EBITDA margin achieved of 13.6%.
The Group has consolidated its position during the period having managed a significant period of growth in recent years. Existing client relationships remain strong and have been complemented with new client wins. International revenues have remained strong with live projects across numerous European countries including several new territories. As at period 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, the Middle East and potentially further afield is planned.
The company's key financial and other performance indicators during the period were as follows:
The Group uses the following key performance indicators:
- Group revenue - £31.4m
- Adjusted EBITDA - £4.3m
- Adjusted EBITDA % - 13.6%
- Net current assets - £8.5m
Acorn Top Co Limited
Strategic Report for the period from 15 April 2025 to 31 March 2026
Principal risks and uncertainties
The Group is exposed to the following risks and uncertainties:
Volatility and operational risk
The Group has operations in a number of international territories, including the Middle East. Geopolitical tensions, armed conflict, sanctions, trade restrictions, supply chain disruption and currency volatility could adversely affect project delivery, employee mobility and customer demand. These risks are monitored regularly by management and incorporated into forecasting and operational planning activities.
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 Group is exposed to currency risk as a result of its operations generating some revenues in foreign currencies (primarily Euros, Swiss Francs, Qatari Riyal, Saudi Riyal and United Arab Emirates Dhirams). 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.
Approved by the
Director
Acorn Top Co Limited
Directors' Report for the Period from 15 April 2025 to 31 March 2026
The directors present their report for the period from 15 April 2025 to 31 March 2026 for the company and its subsidiary undertakings (the "Group") drawn up to 31 March 2026, incorporating the results of the subsidiary undertakings from the date of acquisition onwards, being 5 June 2025.
Incorporation
The company was incorporated on
Directors of the company
The directors who held office during the period were as follows:
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.
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.
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 group 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.
Acorn Top Co Limited
Directors' Report for the Period from 15 April 2025 to 31 March 2026
Price risk
Through careful monitoring of the Group’s market place and competitors the Group’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 Group 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.
Interest rate risk
The Group is exposed to fluctuations in interest rates in respect of its borrowings and cash balances. Changes in market interest rates may impact financing costs and investment returns. The Group monitors interest rate exposure on an ongoing basis and keeps its funding arrangements under regular review.
Currency risk
The Group generates revenues in a number of overseas markets and is therefore exposed to fluctuations in foreign exchange rates, principally in Euros, Swiss Francs, Qatari Riyals, Saudi Riyals and UAE Dirhams. Movements in exchange rates may affect the sterling value of the Group's revenues and earnings. The Board monitors foreign currency exposures regularly and assesses appropriate actions to mitigate risk where considered necessary.
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.
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
Hazlewoods LLP were appointed auditors for the current period. Hazlewoods LLP have expressed their willingness to continue in office.
Approved by the
Director
Acorn Top Co Limited
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.
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 the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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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.
Acorn Top Co Limited
Independent Auditor's Report to the Members of Acorn Top Co Limited
Opinion
We have audited the financial statements of Acorn Top Co Limited (the 'Parent 'Company) and its subsidiaries (the 'Group') for the period from 15 April 2025 to 31 March 2026, 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 2026 and of the Group's loss for the period 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 period 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.
Acorn Top Co Limited
Independent Auditor's Report to the Members of Acorn Top Co Limited
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 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.
The extent to which our procedures are 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 company’s industry and its control environment and reviewed the company’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 company 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 company’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 conducted in accordance with 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.
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 |
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performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of |
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enquiring of management concerning actual and potential litigation and claims and instances of |
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reading minutes of meetings of those charged with governance. |
Acorn Top Co Limited
Independent Auditor's Report to the Members of Acorn Top Co Limited
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Our audit procedures were designed to respond to risks of material misstatement in the financial statements, |
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 Group’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 Group’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 Group and the Group’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
Acorn Top Co Limited
Consolidated Profit and Loss Account for the Period from 15 April 2025 to 31 March 2026
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Note |
2026 |
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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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Adjusted EBITDA |
4,272,923 |
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Adjusting items |
(270,013) |
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Exceptional items |
(410,699) |
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Depreciation and amortisation expense |
(3,524,766) |
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Operating profit |
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Other interest receivable and similar income |
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Interest payable and similar expenses |
( |
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Loss before tax |
( |
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Tax on loss |
( |
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Loss for the financial period |
( |
The above results were derived from continuing operations.
The group has no recognised gains or losses for the period other than the results above.
Acorn Top Co Limited
Consolidated Statement of Comprehensive Income for the Period from 15 April 2025 to 31 March 2026
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15 April 2025 to 31 March |
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Loss for the period |
( |
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Foreign currency translation gains |
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Total comprehensive income for the period |
( |
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Total comprehensive income attributable to: |
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Owners of the company |
( |
Acorn Top Co Limited
(Registration number: 16388380)
Consolidated Balance Sheet as at 31 March 2026
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Note |
2026 |
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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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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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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 |
30,581,403 |
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Foreign currency translation reserve |
83,521 |
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Retained earnings |
(1,772,679) |
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Shareholders' funds |
28,892,245 |
Approved and authorised by the
Director
Acorn Top Co Limited
(Registration number: 16388380)
Balance Sheet as at 31 March 2026
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Note |
2026 |
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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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Creditors: Amounts falling due within one year |
( |
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Net current assets |
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Net assets |
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Capital and reserves |
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Called up share capital |
30,581,403 |
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Retained earnings |
(2,128) |
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Shareholders' funds |
30,579,275 |
As permitted by section 408 of the Companies Act 2006, the company has not presented a separate profit and loss account. The company made a loss after tax for the financial period of £2,128.
Approved and authorised by the
Director
Acorn Top Co Limited
Consolidated Statement of Changes in Equity for the Period from 15 April 2025 to 31 March 2026
Equity attributable to the parent company
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Share capital |
Foreign currency translation reserve |
Retained earnings |
Total |
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Loss for the period |
- |
- |
( |
( |
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New share capital subscribed |
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- |
- |
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Movement in foreign currency reserve |
- |
83,521 |
- |
83,521 |
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At 31 March 2026 |
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( |
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Acorn Top Co Limited
Statement of Changes in Equity for the Period from 15 April 2025 to 31 March 2026
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Share capital |
Retained earnings |
Total |
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Loss for the period |
- |
( |
( |
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New share capital subscribed |
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- |
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At 31 March 2026 |
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( |
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Acorn Top Co Limited
Consolidated Statement of Cash Flows for the Period from 15 April 2025 to 31 March 2026
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Note |
15 April 2025 to 31 March |
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Cash flows from operating activities |
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Loss for the period |
( |
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Adjustments to cash flows from non-cash items |
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Depreciation and amortisation |
|
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Finance income |
( |
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Finance costs |
|
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Income tax expense |
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||
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Working capital adjustments |
||
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Increase in stocks |
( |
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Decrease in trade debtors |
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Decrease in trade creditors |
( |
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Cash generated from operations |
|
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Income taxes paid |
( |
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Net cash flow from operating activities |
|
|
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Cash flows from investing activities |
||
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Interest received |
|
|
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Acquisition of subsidiaries, net of cash acquired |
( |
|
|
Acquisitions of tangible assets |
( |
|
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Acquisition of intangible assets |
( |
|
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Net cash flows from investing activities |
( |
|
|
Cash flows from financing activities |
||
|
Interest and other finance costs paid |
( |
|
|
Proceeds from issue of ordinary shares, net of issue costs |
|
|
|
Proceeds from issue of preference shares, net of issue costs |
|
|
|
Proceeds from bank borrowing draw downs |
|
|
|
Repayment of other borrowing |
( |
|
|
Net cash flows from financing activities |
|
|
|
Net increase in cash and cash equivalents |
|
|
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Cash and cash equivalents at 15 April 2025 |
- |
|
|
Cash and cash equivalents at 31 March 2026 |
4,453,796 |
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Acorn Top Co Limited
Notes to the Financial Statements for the Period from 15 April 2025 to 31 March 2026
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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 2026.
A subsidiary is an entity controlled by the Group. Control is achieved where the Group 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.
Acorn Top Co Limited
Notes to the Financial Statements for the Period from 15 April 2025 to 31 March 2026
Going concern
After reviewing the Group's forecasts and projections, the directors have a reasonable expectation that the company 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.
Critical accounting judgements and key sources of estimation uncertainty
In the application of the Group’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 completion of the contract which is estimated using a combination of the milestones in the contracts and the revenues invoices to date compared to the total value of the contract. The assessed stage of completion will then determine the associated costs to accrue of defer in respect of that individual contract. Estimates of the works completed are made on a regular basis and subject to management review.
Amortisation of goodwill
Goodwill is amortised over ten years, reflecting the directors’ assessment of the period over which the economic benefits arising from acquisitions are expected to be realised. These benefits include customer relationships and ongoing contractual arrangements acquired as part of the business combination.
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.
Acorn Top Co Limited
Notes to the Financial Statements for the Period from 15 April 2025 to 31 March 2026
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. 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 |
|
Land and buildings |
Straight line over 50 years |
|
Fixtures and fittings |
Straight line over four years |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
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.
Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.
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 |
Straight line over ten years |
|
Software |
Straight line over four years |
Investments
Investments in equity shares 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 subsidiaries are at cost less impairment.
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.
Acorn Top Co Limited
Notes to the Financial Statements for the Period from 15 April 2025 to 31 March 2026
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
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
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.
Share capital
Ordinary shares and preference 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.
The Preference Shares are classified as equity as they do not give rise to a contractual obligation for the company to deliver cash or another financial asset. As a result, distributions on these shares are recognised directly in equity when declared and are not accrued in advance of declaration.
Acorn Top Co Limited
Notes to the Financial Statements for the Period from 15 April 2025 to 31 March 2026
Financial instruments
Classification
Recognition and measurement
Impairment
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.
Acorn Top Co Limited
Notes to the Financial Statements for the Period from 15 April 2025 to 31 March 2026
|
Turnover |
The analysis of the group's Turnover for the period from continuing operations is as follows:
|
15 April 2025 to 31 March |
|
|
Design, installation and commissioning of heating, ventilation and air conditioning control systems |
|
|
Service and maintenance of building management systems |
|
|
|
The analysis of the group's Turnover for the period by market is as follows:
|
15 April 2025 to 31 March |
|
|
UK |
|
|
Europe |
|
|
Rest of world |
|
|
|
|
Operating profit |
Arrived at after charging/(crediting)
|
15 April 2025 to 31 March |
|
|
Adjusting items |
270,013 |
|
Depreciation expense |
|
|
Amortisation expense |
|
|
Foreign exchange gains |
( |
|
Operating lease expense |
394,604 |
Adjusting items comprise certain income and expenditure which management considers should be presented separately to assist users' understanding of the Group's underlying performance.
|
Exceptional items |
|
15 April 2025 to 31 March 2026 |
|
|
Exceptional items |
|
|
Exceptional expenses |
410,699 |
Exceptional expenses
Exceptional non-operating expenses relate to professional due diligence fees and fees incurred in raising finance as part of the acquisitions of ABEC (Group) Ltd and Automated Building & Energy Controls (Holdings) Ltd. on 5 June 2025.
Acorn Top Co Limited
Notes to the Financial Statements for the Period from 15 April 2025 to 31 March 2026
|
Other interest receivable and similar income |
|
15 April 2025 to 31 March |
|
|
Interest income on bank deposits |
|
|
Interest payable and similar expenses |
|
15 April 2025 to 31 March |
|
|
Interest on bank borrowings |
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
15 April 2025 to 31 March |
|
|
Wages and salaries |
|
|
Social security costs |
|
|
Pension costs, defined contribution scheme |
|
|
|
The average number of persons employed by the group (including directors) during the period, analysed by category was as follows:
|
15 April 2025 to 31 March |
|
|
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 period was as follows:
|
15 April 2025 to 31 March |
|
|
Remuneration |
|
|
Contributions paid to money purchase schemes |
|
|
419,382 |
Acorn Top Co Limited
Notes to the Financial Statements for the Period from 15 April 2025 to 31 March 2026
During the period the number of directors who were receiving benefits and share incentives was as follows:
|
15 April 2025 to 31 March |
|
|
Accruing benefits under money purchase pension scheme |
|
In respect of the highest paid director:
|
15 April 2025 to 31 March |
|
|
Remuneration |
|
|
Company contributions to money purchase pension schemes |
|
|
Auditors' remuneration |
|
15 April 2025 to 31 March |
|
|
Audit of these financial statements |
57,880 |
|
Other fees to auditors |
|
|
All other non-audit services |
|
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
15 April 2025 to 31 March |
|
|
Current taxation |
|
|
UK corporation tax |
|
|
UK corporation tax adjustment to prior periods |
( |
|
(170,021) |
|
|
Foreign tax |
|
|
Total current income tax |
652,974 |
|
Deferred taxation |
|
|
Arising from origination and reversal of timing differences |
( |
|
Tax expense in the income statement |
|
Acorn Top Co Limited
Notes to the Financial Statements for the Period from 15 April 2025 to 31 March 2026
The tax on profit before tax for the period is lower than the standard rate of corporation tax in the UK of
The differences are reconciled below:
|
15 April 2025 to 31 March |
|
|
Loss before tax |
( |
|
Corporation tax at standard rate |
( |
|
Decrease in UK and foreign current tax from adjustment for prior periods |
( |
|
Tax increase from effect of capital allowances and depreciation |
|
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
Effect of tax losses |
( |
|
Effect of foreign tax rates |
( |
|
Tax increase arising from overseas tax suffered/expensed |
|
|
Increase in UK and foreign current tax from unrecognised tax loss or credit |
|
|
Tax increase from other differences |
|
|
Tax decrease from permanent differences |
( |
|
Total tax charge |
|
Deferred tax
Group
Deferred tax asset
|
2026 |
Asset |
|
Fixed asset timing differences |
( |
|
Tax losses carried forwards |
|
|
Short-term timing differences |
|
|
|
Acorn Top Co Limited
Notes to the Financial Statements for the Period from 15 April 2025 to 31 March 2026
|
Intangible assets |
Group
|
Goodwill |
Software |
Total |
|
|
Cost or valuation |
|||
|
Additions acquired separately |
|
|
|
|
At 31 March 2026 |
|
|
|
|
Amortisation |
|||
|
Amortisation charge |
|
- |
|
|
At 31 March 2026 |
|
- |
|
|
Carrying amount |
|||
|
At 31 March 2026 |
|
|
|
|
Tangible assets |
Group
|
Land and buildings |
Furniture, fittings and equipment |
Total |
|
|
Cost or valuation |
|||
|
Additions |
- |
|
|
|
Acquired through business combinations |
|
|
|
|
At 31 March 2026 |
|
|
|
|
Depreciation |
|||
|
Charge for the period |
|
|
|
|
At 31 March 2026 |
|
|
|
|
Carrying amount |
|||
|
At 31 March 2026 |
|
|
|
Included within the net book value of land and buildings above is £334,000 in respect of freehold land and buildings.
Acorn Top Co Limited
Notes to the Financial Statements for the Period from 15 April 2025 to 31 March 2026
|
Investments |
Company
|
2026 |
|
|
Investments in subsidiaries |
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
Additions |
|
|
Carrying amount |
|
|
At 31 March 2026 |
|
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 |
|
2026 |
|||
|
Subsidiary undertakings |
|||
|
|
See below* United Kingdom |
|
|
|
|
See below* United Kingdom |
|
|
|
|
See below* United Kingdom |
|
|
|
|
See below* United Kingdom |
|
|
|
|
7 The Courtyard,
Republic of Ireland |
|
|
|
|
ABC Workspaces,
Germany |
|
|
|
|
The E18hteen,
Qatar |
|
|
Acorn Top Co Limited
Notes to the Financial Statements for the Period from 15 April 2025 to 31 March 2026
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
Building No 8592, King Fahad Road, Al Olaya, Riyadh 12333 Saudi Arabia |
|
|
|
|
Iris Bay
United Arab Emirates |
|
|
|
|
Via del Lauro 9
Italy |
|
|
|
|
Carrer De Maria Cubi 7 Spain |
|
|
|
|
Spaces Westerpark Netherlands |
|
|
|
|
See below* United Kingdom |
|
|
|
|
See below* United Kingdom |
|
|
|
|
See below* United Kingdom |
|
|
*7 Miller Court Severn Drive, Tewkesbury Business Park, Tewkesbury, Gloucestershire, GL20 8DN
Acorn Bid Co Limited is the only direct subsidiary of the company. All other subsidiaries and interests therein are held indirectly by the company.
Acorn Top Co Limited
Notes to the Financial Statements for the Period from 15 April 2025 to 31 March 2026
|
Stocks |
|
Group |
Company |
|
|
2026 |
2026 |
|
|
Consumables |
|
- |
|
Work in progress |
|
- |
|
|
- |
|
Debtors |
|
Group |
Company |
||
|
Note |
2026 |
2026 |
|
|
Trade debtors |
|
- |
|
|
Amounts owed by group companies |
- |
|
|
|
Other debtors |
|
|
|
|
Prepayments |
|
- |
|
|
Accrued income |
|
- |
|
|
Deferred tax assets |
|
- |
|
|
Gross amounts due from customers for contract work |
2,071,497 |
- |
|
|
Corporation tax asset |
|
- |
|
|
|
|
|
Cash and cash equivalents |
|
Group |
Company |
|
|
2026 |
2026 |
|
|
Cash at bank |
|
- |
|
Creditors |
|
Group |
Company |
||
|
Note |
2026 |
2026 |
|
|
Due within one year |
|||
|
Trade creditors |
|
|
|
|
Social security and other taxes |
|
- |
|
|
Outstanding defined contribution pension costs |
|
- |
|
|
Other payables |
|
- |
|
|
Accruals and deferred income |
|
- |
|
|
Corporation tax liability |
908,300 |
- |
|
|
|
|
||
|
Due after one year |
|||
|
Loans and borrowings |
|
- |
|
|
Other financial liabilities |
|
- |
|
|
|
- |
Acorn Top Co Limited
Notes to the Financial Statements for the Period from 15 April 2025 to 31 March 2026
Included within other financial liabilities is £2,632,989 of deferred consideration payable by the Group on the acquisition of the entire share capital of both ABEC (Group) Ltd and Automated (Holdings) Ltd, and their respective subsidiaries on 5 June 2025. The deferred consideration payable includes certain elements which are contingent on the recovery of assets and payment of certain expected liabilities, and is valued at management's best estimate of amounts expected to be required to be settled.
|
Loans and borrowings |
Non-current loans and borrowings
|
Group |
Company |
|
|
2026 |
2026 |
|
|
Bank borrowings |
|
- |
Bank borrowings
GBP Term Loan
The GBP Term Loan is denominated in GBP with a nominal interest rate of SONIA + a variable margin %, and the final instalment is due on 5 June 2031. The carrying amount at period end is £5,668,054.
At the balance sheet date, the company had granted fixed and floating charges over its assets and undertaking. The loan has a principal amount of £6,000,000 outstanding at the balance sheet date and is shown net of unamortised transaction costs at the balance sheet date.
The loan is interest only, with a full capital repayment due on the date of maturity to include any accrued, unpaid interest to that date.
EUR Term Loan
The EUR Term Loan is denominated in EUR with a nominal interest rate of EURIBOR + a variable margin %, and the final instalment is due on 5 June 2031. The carrying amount at the balance sheet date is £8,805,348.
At the balance sheet date, the company had granted fixed and floating charges over its assets and undertaking. The loan has a principal amount of £9,268,026 (€10,670,000) outstanding at the balance sheet date and is shown net of unamortised transaction costs at the balance sheet date.
The loan is interest only, with a full capital repayment due on the date of maturity to include any accrued, unpaid interest to that date.
GBP Revolving Credit Facility ("GBP RCF")
The GBP RCF is denominated in GBP with a nominal interest rate of SONIA + a variable margin %.
At the balance sheet date, the company had granted fixed and floating charges over its assets and undertaking. The company has an available facility of £1,800,000 as at the balance sheet date which has not been drawn down. A commitment fee is payable by the company on any undrawn element of the available RCF at 40% of the relevant margin rate.
EUR Revolving Credit Facility ("EUR RCF")
The EUR RCF is denominated in EUR with a nominal interest rate of EURIBOR + a variable margin %.
At the balance sheet date, the company had granted fixed and floating charges over its assets and undertaking. The company has an available facility of €1,142,000 as at the balance sheet date which has not been drawn down. A commitment fee is payable by the company on any undrawn element of the available RCF at 40% of the relevant margin rate.
Acorn Top Co Limited
Notes to the Financial Statements for the Period from 15 April 2025 to 31 March 2026
|
Pension and other schemes |
Defined contribution pension scheme
The Group operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
Acorn Top Co Limited
Notes to the Financial Statements for the Period from 15 April 2025 to 31 March 2026
|
Share capital |
Allotted, called up and fully paid shares
|
2026 |
||
|
No. |
£ |
|
|
|
|
596,748 |
|
|
|
303,252 |
|
|
|
80,500 |
|
|
|
903 |
|
|
|
19,653,252 |
|
|
|
9,946,748 |
|
|
|
|
New shares allotted
|
During the period 604,918 |
|
During the period 295,082 |
|
During the period 80,500 |
|
During the period 90,250 |
|
During the period 19,895,082 |
|
During the period 9,704,918 |
On 15 September 2025, 241,830 "A" Preference Shares and 8,170 "A" Ordinary Shares were redesignated as "B" Preference Shares and "B" Ordinary Shares respectively.
Rights, preferences and restrictions
The allotted shares have the following rights, preferences and restrictions:
"A" and "B" Ordinary Shares are entitled to one vote. "C" Ordinary Shares, "D" Ordinary Shares, "A" Preference Shares and "B" Preference Shares have no voting rights.
The "A", "B" and "C" Ordinary Shares rank pari passu for dividends. "D" Ordinary Shares are not entitled to a dividend.
The "A" Preference Shares and "B" Preference Shares carry a cumulative dividend entitlement of 12% per annum on the paid-up amount of the shares. The dividend accrues on a daily basis and is payable upon redemption of the relevant Preference Shares in accordance with the Articles of Association.
The Preference Shares are redeemable at the option of the company and do not contain a fixed redemption date. The holders do not have the right to require redemption.
No preference dividend was paid or declared during the period and no Preference Shares were redeemed. At 31 March 2026, cumulative preference dividend entitlements accrued in accordance with the Articles of Association amounted to £2,919,452. These entitlements have not been recognised as liabilities in the financial statements because the Preference Shares have been classified as equity and do not give rise to a contractual obligation on the company to deliver cash or another financial asset.
On a return of capital, the Preference Shares rank in priority to the Ordinary Shares in accordance with the company's Articles of Association.
Acorn Top Co Limited
Notes to the Financial Statements for the Period from 15 April 2025 to 31 March 2026
|
Reserves |
Group and company
Share capital
This represents the nominal value of the issued share capital of the Group.
Retained earnings
This represents the cumulative profit or losses, net of dividends and other adjustments.
Foreign currency exchange reserve
This represents the cumulative profit or loss arising from the translation of items denominated in a foreign currency into the reporting currency of the Group.
|
Obligations under leases and hire purchase contracts |
Group
Operating leases
The total of future minimum lease payments is as follows:
|
2026 |
|
|
Not later than one year |
|
|
Later than one year and not later than five years |
|
|
Later than five years |
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the period was £
|
Analysis of changes in net debt |
Group
|
Cash flows |
Acquisition of subsidiaries |
At 31 March 2026 |
|
|
Cash and cash equivalents |
|||
|
Cash at bank |
(1,717,473) |
6,171,271 |
4,453,798 |
|
Borrowings |
|||
|
Long term borrowings |
(14,651,080) |
(23,629) |
(14,674,709) |
|
|
|||
|
( |
|
( |
|
Acorn Top Co Limited
Notes to the Financial Statements for the Period from 15 April 2025 to 31 March 2026
|
Related party transactions |
Group
The Group has taken advantage of the exemption afforded by FRS 102, Section 33, not to disclose related party transactions with other group companies which meet the criteria that all subsidiary undertakings which are party to the transactions are wholly owned by the ultimate controlling party. Amounts due to and from wholly related parties are disclosed within notes 15 and 17 to these financial statements.
Summary of transactions with key management
|
Business combinations |
Acquisition of ABEC (Group) Ltd
On
ABEC (Group) Ltd and its subsidiaries contributed £
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below. There were no adjustments from Book value to Fair value:
|
Note |
Book value |
Fair value |
|
|
Assets and liabilities acquired |
|||
|
Financial assets |
13,645,900 |
|
|
|
Stocks |
935,201 |
|
|
|
Tangible assets |
133,459 |
|
|
|
Financial liabilities |
(9,922,761) |
( |
|
|
Total identifiable assets |
4,791,799 |
|
|
|
Goodwill |
35,307,887 |
|
|
|
Total consideration |
40,099,686 |
40,099,686 |
|
|
Satisfied by: |
|||
|
Cash |
37,682,957 |
|
|
|
Contingent consideration arrangement |
2,416,729 |
|
|
|
Total consideration transferred |
40,099,686 |
|
|
|
Cash flow analysis: |
|||
|
Cash consideration |
37,682,957 |
|
|
|
Less: cash and cash equivalent balances acquired |
(3,692,302) |
( |
|
|
Net cash outflow arising on acquisition |
33,990,655 |
|
|
|
|
|||
The useful life of goodwill is
Acorn Top Co Limited
Notes to the Financial Statements for the Period from 15 April 2025 to 31 March 2026
Acquisition of Automated Building & Energy Controls (Holdings) Ltd
On
Automated Building & Energy Controls (Holdings) Limited. and its subsidiaries contributed £
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below. There were no adjustments from Book value to Fair value:
|
Note |
Book value |
Fair value |
|
|
Assets and liabilities acquired |
|||
|
Financial assets |
3,993,905 |
|
|
|
Stocks |
379,336 |
|
|
|
Tangible assets |
463,509 |
|
|
|
Financial liabilities |
(3,457,278) |
( |
|
|
Total identifiable assets |
1,379,472 |
|
|
|
Goodwill |
5,590,172 |
|
|
|
Total consideration |
6,969,644 |
6,969,644 |
|
|
Satisfied by: |
|||
|
Cash |
6,743,760 |
|
|
|
Contingent consideration arrangement |
225,884 |
|
|
|
Total consideration transferred |
6,969,644 |
|
|
|
Cash flow analysis: |
|||
|
Cash consideration |
6,743,760 |
|
|
|
Less: cash and cash equivalent balances acquired |
(458,732) |
( |
|
|
Net cash outflow arising on acquisition |
6,285,028 |
|
|
|
|
|||
The useful life of goodwill is
|
Parent and ultimate parent undertaking |
The ultimate controlling party is Acorn Mixer LLP, a partnership registered in England and Wales. The correspondence address is 2nd Floor, 8-10 Hill Street, London, W1J 5NG.