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Registration number: 16391765 (England & Wales)

Acorn Bid Co Limited

Annual Report and Financial Statements

for the Period from 16 April 2025 to 31 March 2026

 

Acorn Bid Co Limited

Contents

Company Information

1

Strategic Report

2

Directors' Report

3 to 4

Statement of Directors' Responsibilities

5

Independent Auditor's Report

6 to 8

Profit and Loss Account

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12 to 22

 

Acorn Bid Co Limited

Company Information

Directors

F Duggan

I M L Jones

M Morrall

A Shaw

D Wild

Registered office

7 Miller Court Severn Drive
Tewkesbury Business Park
Tewkesbury
Gloucestershire
GL20 8DN

Auditors

Hazlewoods LLP Staverton Court
Staverton
Cheltenham
GL51 0UX

 

Acorn Bid Co Limited

Strategic Report for the Period from 16 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.

Acorn Bid 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 on 5 June 2025. As such these accounts reflect the trading activity of the company from 5 June 2025 to 31 March 2026.

Principal activity

The principal activity of the company is that of a holding company for a group of companies (the "business") which is involved in 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 results for the period which are set out in the profit and loss account show revenue of £465,980 and a loss before tax of £1,813,001. At 31 March 2026, the company had net liabilities of £1,388,650. The directors consider the performance for the period and the financial position at the period end to be satisfactory.

Principal risks and uncertainties

Volatility and operational risk
The UK, Europe and the Middle East where the business operates are currently subject to a degree of volatility and uncertainty caused by a number of factors including labour constraints, supply chain cost inflation and disruptions, and the ongoing conflicts in Ukraine and Israel. These risks are assessed and carefully monitored by the senior management team on an ongoing basis.

Financial risks

Credit risk
The business is exposed to certain financial risks related to customer payment cycles and potential bad debts. The business 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 business is exposed to currency risk as a result of its operations generating some revenues in foreign currencies (primarily Euros and Qatari Riyal). The majority of the business'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 Board on 30 September 2026 and signed on its behalf by:


A Shaw
Chief Financial Officer

 

Acorn Bid Co Limited

Directors' Report for the Period from 16 April 2025 to 31 March 2026

The directors present their report and the financial statements for the period from 16 April 2025 to 31 March 2026.

Incorporation

The company was incorporated on 16 April 2025 and commenced trading on 5 June 2025

Directors of the company

The directors who held office during the period were as follows:

F Duggan (appointed 15 September 2025)

I M L Jones (appointed 16 April 2025)

M Morrall (appointed 5 June 2025)

A Shaw (appointed 5 June 2025)

D Wild (appointed 5 June 2025)

Going concern

The directors have prepared cash flow forecasts for group for more than 12 months from the approval of the financial statements. After reviewing forecasts, the directors have a reasonable expectation that the company has adequate resources available 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 company.

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 sufficient working capital and resources are available to enable 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 business’s market place and competitors, the 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. Policies are aimed at minimising such losses by adopting strict credit worthiness procedures and monitoring customer payment histories. The business 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 business 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 business. The business manages cash flow by careful negotiation of terms with customers and suppliers to maintain available funds to meet its liabilities as they fall due.
 

Disclosure of information to the auditors

Each director has taken 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 auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

 

Acorn Bid Co Limited

Directors' Report for the Period from 16 April 2025 to 31 March 2026

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 Board on 30 September 2026 and signed on its behalf by:


A Shaw
Chief Financial Officer

 

Acorn Bid Co Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual 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 company and of the profit or loss of the company 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 United Kingdom 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 company's transactions and disclose with reasonable accuracy at any time the financial position of 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Acorn Bid Co Limited

Independent Auditor's Report to the Members of Acorn Bid Co Limited

Opinion

We have audited the financial statements of Acorn Bid Co Limited (the 'company') for the period from 16 April 2025 to 31 March 2026, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, 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 company's affairs as at 31 March 2026 and of its 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 company 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 company'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:

•

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

•

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.

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:

 

Acorn Bid Co Limited

Independent Auditor's Report to the Members of Acorn Bid Co Limited

•

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

•

the 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 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 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.

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 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 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 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.
 

 

Acorn Bid Co Limited

Independent Auditor's Report to the Members of Acorn Bid Co Limited

In addition to the above, our procedures to respond to the risks identified included the following:

• 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;
• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;
• enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and
• 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 this 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.





Scott Lawrence (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Staverton Court
Staverton
Cheltenham
GL51 0UX

30 September 2026

 

Acorn Bid Co Limited

Profit and Loss Account for the Period from 16 April 2025 to 31 March 2026

Note

2026
£

Turnover

3

465,980

Gross profit

 

465,980

Administrative expenses

 

(428,384)

Adjusted EBITDA

37,596

Adjusting items

4

(301,775)

Exceptional items

4

(135,540)

Operating Profit

 

(399,719)

Other interest receivable and similar income

5

668

Interest payable and similar expenses

6

(1,413,950)

Loss before tax

 

(1,813,001)

Tax on loss

9

424,251

Loss for the financial period

 

(1,388,750)

The above results were derived from continuing operations.

The company has no recognised gains or losses for the period other than the results above.

 

Acorn Bid Co Limited

(Registration number: 16391765)
Balance Sheet as at 31 March 2026

Note

2026
£

Fixed assets

 

Investments

10

47,069,330

Current assets

 

Debtors

11

775,826

Cash at bank and in hand

 

234,750

 

1,010,576

Creditors: Amounts falling due within one year

13

(32,362,165)

Net current liabilities

 

(31,351,589)

Total assets less current liabilities

 

15,717,741

Creditors: Amounts falling due after more than one year

13

(17,106,391)

Net liabilities

 

(1,388,650)

Capital and reserves

 

Called up share capital

100

Retained earnings

(1,388,750)

Shareholders' deficit

 

(1,388,650)

Approved and authorised by the Board on 30 September 2026 and signed on its behalf by:
 


A Shaw
Chief Financial Officer

 

Acorn Bid Co Limited

Statement of Changes in Equity for the Period from 16 April 2025 to 31 March 2026

Share capital
£

Retained earnings
£

Total
£

Loss for the period

-

(1,388,750)

(1,388,750)

New share capital subscribed

100

-

100

At 31 March 2026

100

(1,388,750)

(1,388,650)

 

Acorn Bid Co Limited

Notes to the Financial Statements for the Period from 16 April 2025 to 31 March 2026

 

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
7 Miller Court Severn Drive
Tewkesbury Business Park
Tewkesbury
Gloucestershire
GL20 8DN

 

2

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.

Name of parent of group

These financial statements are consolidated in the financial statements of Acorn Top Co Limited.

The financial statements of Acorn Top Co Limited may be obtained from 7 Miller Court Severn Drive, Tewkesbury Business Park, Tewkesbury, Gloucestershire, England, GL20 8DN.

Group accounts not prepared

The company is exempt under section 400 of the Companies Act 2006 from the requirement to prepare
consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the
consolidated financial statements of its parent, Acorn Top Co Limited.

Going concern

The directors have prepared cash flow forecasts for group for more than 12 months from the approval of the financial statements. After reviewing forecasts, the directors have a reasonable expectation that the company has adequate resources available 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 company.

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.
 

 

Acorn Bid Co Limited

Notes to the Financial Statements for the Period from 16 April 2025 to 31 March 2026

Judgements

No significant judgements have been made by management in preparing these financial statements.

Key sources of estimation uncertainty

No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies.

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 company's activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company

The company 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 company's activities.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

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 company operates and generates taxable income.

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the 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.

Investments

Investments in subsidiaries are measured 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.

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 company will not be able to collect all amounts due according to the original terms of the debtors.

 

Acorn Bid Co Limited

Notes to the Financial Statements for the Period from 16 April 2025 to 31 March 2026

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 company 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 company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

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.

Exceptional items
Exceptional items are those which are separately identified by virtue of their size or nature to allow a full understanding of the underlying performance of the company.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company 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.

 

Acorn Bid Co Limited

Notes to the Financial Statements for the Period from 16 April 2025 to 31 March 2026

Financial Instruments

Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

 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.

 

Acorn Bid Co Limited

Notes to the Financial Statements for the Period from 16 April 2025 to 31 March 2026

 

3

Turnover

The analysis of the company's turnover for the period from continuing operations is as follows:

2026
£

Management charges receivable

465,980

 

4

Adjusting and exceptional items

Adjusting items comprise certain income and expenditure which management considers should be presented separately to assist users' understanding of the Company's underlying performance.

 

5

Other interest receivable and similar income

2026
£

Interest income on bank deposits

668

 

6

Interest payable and similar expenses

2026
£

Interest on bank overdrafts and borrowings

1,413,950

 

7

Staff costs

The average number of persons employed by the company (including directors) during the period, analysed by category was as follows:

2026
No.

Other departments

3

3

 

8

Directors' remuneration

The directors' remuneration for the period was as follows:

2026
£

Remuneration

414,854

Contributions paid to money purchase schemes

4,528

419,382

During the period the number of directors who were receiving benefits and share incentives was as follows:

2026
No.

Accruing benefits under money purchase pension scheme

2

In respect of the highest paid director:

2026
£

Remuneration

214,187

Company contributions to money purchase pension schemes

1,137

 

Acorn Bid Co Limited

Notes to the Financial Statements for the Period from 16 April 2025 to 31 March 2026

9

Taxation

Tax charged/(credited) in the profit and loss account

2026
£

Current taxation

UK corporation tax

(73,486)

Deferred taxation

Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods

(350,765)

Tax receipt in the income statement

(424,251)

The tax on profit before tax for the period is the same as the standard rate of corporation tax in the UK of 25%.

The differences are reconciled below:

2026
£

Loss before tax

(1,813,001)

Corporation tax at standard rate

(453,251)

Effect of expense not deductible in determining taxable profit (tax loss)

29,000

Total tax credit

(424,251)

The company surrendered losses of £293,942 to another group company and received a credit at 25% of the value of losses surrendered.

Deferred tax

The deferred tax asset at the balance sheet date relates to taxable losses carried forward that are expected to reverse within 12 months of the year end and is calculated at a rate of 25%.

Deferred tax assets and liabilities

2026

Asset
£

Taxable losses carried forward

350,765

350,765

The amount of the net reversal of deferred tax assets and deferred tax liabilities expected to occur during the year beginning after the reporting period is £350,765.

 

Acorn Bid Co Limited

Notes to the Financial Statements for the Period from 16 April 2025 to 31 March 2026

 

10

Investments

2026
£

Investments in subsidiaries

47,069,330

Subsidiaries

£

Cost or valuation

Additions

47,069,330

Provision

Carrying amount

At 31 March 2026

47,069,330

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

ABEC (Group) Ltd

See below*

United Kingdom

Ordinary Shares

100%

ABEC Ltd

See below*

United Kingdom

Ordinary Shares

100%

ABEC (ME) Ltd

See below*

United Kingdom

Ordinary Shares

100%

ABEC (Contracts) Limited

7 The Courtyard,
Carmanhall Road,
Sandyford,
Dublin

Republic of Ireland

Ordinary Shares

100%

ABEC GmbH

ABC Workspaces,
Mainzer Landstrasse 69,
60329,
Frankfurt

Germany

Ordinary Shares

100%

ABEC Controls (Group) WLL

The E18hteen,
19th Floor,
Office No 1928,
Building No 230, Zone 69,
Street 303,
Doha

Qatar

Ordinary Shares

100%

ABEC KSA Ltd

Building No 8592, King Fahad Road, Al Olaya, Riyadh 12333

Saudi Arabia

Ordinary Shares

100%

 

Acorn Bid Co Limited

Notes to the Financial Statements for the Period from 16 April 2025 to 31 March 2026

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

ABEC Contracting LLC

Iris Bay

901-A80

MISA Business Center LLC

Business Bay

Dubai

United Arab Emirates

Ordinary Shares

100%

ABEC Italy S.r.l

Via del Lauro 9
Milan 20121

Italy

Ordinary Shares

100%

ABEC Contracts Barcelona S.L.

Carrer De Maria Cubi 7

Sarria-Sant-Gervasi

Barcelona 08006

Spain

Ordinary Shares

100%

ABEC Netherlands B.V.

Spaces Westerpark

Haarlemmerweg 331 A

Amsterdam 1051LH

Netherlands

Ordinary Shares

100%

Automated Building & Energy Controls (Holdings) Ltd

See below*

United Kingdom

Ordinary Shares

100%

Automated Building & Energy Controls (Group) Ltd

See below*

United Kingdom

Ordinary Shares

100%

Automated Building & Energy Controls Ltd

See below*

United Kingdom

Ordinary Shares

100%

*7 Miller Court Severn Drive, Tewkesbury Business Park, Tewkesbury, Gloucestershire, GL20 8DN

ABEC (Group) Ltd and Automated Building & Energy Controls (Holdings) Ltd are the only direct subsidiaries of the company. All other subsidiaries and interests therein are held indirectly by the company.

 

11

Debtors

Note

2026
£

Amounts owed by group undertakings

17

416,660

Other debtors

 

1,694

Prepayments

 

6,707

Deferred tax assets

9

350,765

 

775,826

 

Acorn Bid Co Limited

Notes to the Financial Statements for the Period from 16 April 2025 to 31 March 2026

 

12

Cash and cash equivalents

2026
£

Cash at bank

234,750

 

13

Creditors

Note

2026
£

Due within one year

 

Trade creditors

 

10,164

Amounts due to group undertakings

17

32,144,823

Accruals

 

207,178

 

32,362,165

Due after one year

 

Loans and borrowings

14

14,473,402

Other financial liabilities

 

2,632,989

 

17,106,391

Other financial liabilities relate to deferred consideration payable by the Group on the acquisition of the entire share capital of both ABEC (Group) Ltd and Automated Building & Energy Controls (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.

 

Acorn Bid Co Limited

Notes to the Financial Statements for the Period from 16 April 2025 to 31 March 2026

 

14

Loans and borrowings

Non-current loans and borrowings

2026
£

Bank borrowings

14,473,402

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 Euros 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 Euros 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.

 

15

Pension and other schemes

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the company to the scheme and amounted to £4,528.

 

Acorn Bid Co Limited

Notes to the Financial Statements for the Period from 16 April 2025 to 31 March 2026

 

16

Share capital

Allotted, called up and fully paid shares

2026

No.

£

Ordinary shares of £1 each

100

100

   

New shares allotted

During the period 100 Ordinary shares having an aggregate nominal value of £100 were allotted for an aggregate consideration of £100.

 

17

Related party transactions

Summary of transactions with key management

Key management personnel are considered to be the directors of the company and key management personnel compensation is disclosed in note 9 to the financial statements.
 

 

18

Parent and ultimate parent undertaking

The company's immediate parent is Acorn Top Co Limited, incorporated in the United Kingdom.

The ultimate parent is Acorn Top Co Limited, incorporated in the United Kingdom.

The ultimate controlling party is Acorn Mixer LLP, a partnership registered in England and Wales. The correspondence address of Acorn Mixer LLP is 2nd Floor, 8-10 Hill Street, London, W1J 5NG.

The parent of the smallest and largest group in which these financial statements are consolidated is Acorn Top Co Limited, incorporated in the United Kingdom.

The consolidated financial statements of Acorn Top Co Limited can be obtained from the company's registered office at 7 Miller Court Severn Drive, Tewkesbury Business Park, Tewkesbury, Gloucestershire, England, GL20 8DN.