1
A
•
B
•
E
•
ASSOCIATED BRITISH ENGINEERING PLC
•
ANNUAL REPORT AND FINANCIAL
STATEMENTS FOR THE YEAR ENDED
2
ASSOCIATED BRITISH ENGINEERING PLC
Company Registration No. 00110663 (England and Wales)
REPORT AND FINANCIAL STATEMENTS FOR
THE YEAR ENDED 30 SEPTEMBER 2024
CONTENTS
Page
Financial highlights
3
Chairmens’ statement
4
Directors' report
5
Strategic report
8
Report of the independent auditor - Group
11
Group and Parent Company accounting policies
17
Consolidated income statement
22
Consolidated statement of comprehensive income
23
Group statement of financial position
24
Group statement of changes in equity
25
Group cash flow statement
26
Notes to the Group financial statements
27
Company statement of financial position
37
Company statement of changes in equity
38
Company cash flow statement
39
Notes to the Company financial statements
40
Statement of directors’ responsibilities
46
Corporate governance report
47
Directors’ remuneration report
51
Directors, registered office and advisers
54
The Directors’ Report on pages 5 to 7
and the Directors’ Remuneration Report on pages 51 to 53
have each been drawn up in accordance with the requirements of English law and liability in respect
thereof is also governed by English law. In particular, the responsibility of the directors for these
reports is owed solely to Associated British Engineering plc.
The directors submit to the members their Report and Accounts for the Group for the year ended 30
September 2024. Pages 5 to 7 and 47 to 54, including the Financial Highlights, Chairmen’s
Statement,
Directors’
Report,
Strategic Report, Corporate Governance Report, Directors’
Remuneration Report and the Directors, Registered Office and Advisers page form part of the Report
of the Directors.
3
ASSOCIATED BRITISH ENGINEERING PLC
FINANCIAL HIGHLIGHTS
Year
ended
Year
ended
30
Sep
30
Sep
202
4
£’000
2023
£’000
REVENUE
-
-
OPERATING (LOSS)/PROFIT
(69)
(59)
(LOSS)/PROFIT BEFORE TAXATION
(69)
(59)
OTHER COMPREHENSIVE (EXPENSES)/INCOME
(33)
(128)
NET ASSETS
367
469
BASIC (LOSS)/PROFIT PER 2.5p ORDINARY SHARE in p
(3.37)
(2.89)
EQUITY SHAREHOLDERS’ FUNDS PER 2.5p ORDINARY SHARE
£0.18
£0.23
5
ASSOCIATED BRITISH ENGINEERING PLC
DIRECTOR’S REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
The directors submit their report and audited accounts for the year ended 30 September 2024.
RESULTS AND DIVIDENDS
The Group’s loss before tax amounted to £68,443 (2023: loss £59,318). The directors are unable to
recommend a dividend on the ordinary shares for the year (2023: £Nil per ordinary share).
DIRECTORS
The names of the directors who served during the year from 1 October 2023 to 30 September 2024
are:
Mr R Pearce Gould
Director
Mr C Weinberg
Director
Biographical details of the directors are set out on page 54.
With regard to the appointment and replacement of directors, the Company is governed by its Articles
of Association, the Corporate Governance Code, the Companies Act 2006 and related legislation.
In accordance with the Articles of Association Mr C Weinberg
retires by rotation and, being eligible,
offers himself for re-election.
DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE
The group has, as permitted by s.234 and s.235 of the Companies Act 2006, maintained insurance
cover on behalf of the directors and secretary indemnifying them against certain liabilities which may
be incurred by them in relation to the company.
SUBSTANTIAL HOLDINGS
As at 30 September 2024 the Company had been notified of the following substantial interests, in
excess of 3%, in the issued ordinary share capital of the Company:
Shareholders
Notes
The Bank of New York Nominees Limited
The Bank of New York Nominees owns 12.98% of issued
ordinary shares, of which Colin Weinberg owns 3.44% of
issued share capital.
Fiske Nominees Limited FISKPOOL
FISKPOOL owns 12.87% of issued ordinary shares, of
which Stephen Cockburn has a combined beneficial and
non beneficial interest in 7.53% of issued share capital.
R A Pearce Gould
Mr Pearce Gould’s overall holding is 12.89% of
issued ordinary shares, which includes Rulegale
below.
S Cockburn
Mr Cockburn’s overall beneficial and non beneficial
interest is 9.18% of issued ordinary shares ,
including Fiske Nominees above.
C Weinberg
Mr Weinberg’s overall holding is 8.22% of issued ordinary
shares including Bank of New York above
Lynchwood Nominees Limited (2006420)
Lynchwood owns 6.74% of issued ordinary shares
Rulegale Nominees Limited (JAMSCLT)
JAMSCLT owns 5.28% of which Mr R A Pearce Gould
has all of the issued ordinary shares.
6
ASSOCIATED BRITISH ENGINEERING PLC
DIRECTOR’S REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Hargreaves Lansdown (Nominees) Ltd (VRA)
Hargreaves Lansdown owns
5.43% of issued ordinary
shares
W B Nominees Limited
W B Nominees Limited owns 3.51% of issued ordinary shares.
Interactive Investor Services Nominees Limited
Interactive Investor Services Nominees Limited owns 3.64% of
issued ordinary shares.
Barclays Direct Investing Nominees Ltd (Clients) Barclays Direct owns 3.64% of issued ordinary shares.
Vidacoss Nominees Limited (UCCC)
UCCC owns 3.40% of which Graeme Marshall owns all of the
issued ordinary shares.
Winterflood Securities Limited (WINSCREEP)
Winterflood Securities owns 3.04% of issued share capital.
BENEFICIAL INTERESTS IN SIGNIFICANT CONTRACTS
None of the directors had a material interest in any contract of significance to which the Company
or any of its subsidiaries was party during the period other than as disclosed under remuneration.
.
BENEFICIAL INTERESTS IN THE SHARE CAPITAL OF THE COMPANY
The beneficial interests of the directors, who served during the year, their spouses and dependents
in the share capital of the Company according to the register kept by the Company as at 30
September 2024 were as follows:
Ordinary shares of 2.5p
2024
No.
2023
No.
Mr R Pearce Gould
264,049
264,049
Mr C Weinberg
168,404
168,404
No share options or derivatives were held by any of the directors at 30 September 2024.
Since 30 September 2023 and up to and including 30 September 2024 there have been no changes
in the directors’ interests in the share capital of the Company.
FINANCIAL INSTRUMENTS
The Group uses various financial instruments and these include cash, equity investments and
various others, such as trade receivables and trade payables which arise directly from its operations.
The main purpose of these financial instruments is to raise finance for the Group's operations.
FINANCIAL INTERESTS - CAPITAL
The structure of the Group’s and Company’s capital, at nominal value, is as follows:
No. in
issue
Nominal
Value
£
Total
Value
£
% of
Capital
£
Ordinary shares
2,048,990
0.025
51,255
1.9
Deferred shares
1,313,427
1.975
2,594,018
98.1
The Deferred Shares are considered to be of negligible value as they have no votes and only a
limited right to assets on a liquidation and therefore have not been reported on in the holdings of
directors - see note 13.
8
ASSOCIATED BRITISH ENGINEERING PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
BUSINESS REVIEW
A review of the business and of events during the year is contained in the Chairmens’ Statement on
page 4 which forms part of the Strategic Report.
BUSINESS MODEL AND STRATEGY
The Associated British Engineering Group has one subsidiary undertaking: Akoris Trading Limited
(“Akoris”).
S.172 STATEMENT
The directors of the Company are required under section 172 of the Companies Act 2006 to act
in a way that promotes the success of the Company for the benefit of its shareholders as a whole,
whilst having regard to the following matters (amongst other things): the likely long term
consequences; the interests of the Company's employees; the business relationships with
suppliers and customers; the impact on the community and the environment; reputation for high
standards of business conduct; and acting fairly between shareholders.
The governance framework adopted by the Associated British Engineering Group has been
applied by the Company and its subsidiary, Akoris Trading Limited, and the matters that the
directors of the Company are responsible for considering under s.172 have been considered to
an appropriate extent by the Board in relation to both Company and its subsidiary. Further details
of how the Board has considered the matters set out in s.172 (for the Group and for the Company)
are set out in these financial statements. During the year, the directors have also considered,
both individually and together, relevant matters where appropriate.
PRINCIPAL RISKS AND UNCERTAINTIES FACING THE BUSINESS
The Group’s main operating business was its subsidiary Akoris.
The Board controls risks by adopting appropriate strategies and maintaining strong systems of
internal control.
These strategies however cannot attempt to eliminate all risk, but control the risks that we believe
are appropriate to take to maintain the group. Details of the group’s risk management processes
are given in the Corporate Governance report on page 47.
We have considered below the current risk factors that are considered by the Board to be
material. However, in a changing world, new risks may appear or immaterial risks may become
more important, and the directors will develop appropriate strategies.
The Board is looking to identify additional business to acquire with either high profitability or with
the prospect of significant profitability.
Market conditions
The company has currently no significant trade. There remains a risk regarding the marketability
of some of its investments and the ability to liquidate them.
9
ASSOCIATED BRITISH ENGINEERING PLC
STRATEGIC REPORT (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Reputational risk
Over many periods the Group has built up a reputation for integrity and is aware that this can be
easily damaged with the consequential cost. To mitigate this risk, policies are in place which, cover
standards of behavior and good governance.
Cyclical nature of the business
trading business. As part of this process all risks well be assessed.
At present we are subject to cyclical exchange risks and that is likely to continue as many of the
businesses with whom we have had discussions are based overseas.
Further consideration of risks and uncertainties in respect of financial instruments that face the Group
KEY PERFORMANCE INDICATORS
The Group uses various indicators to monitor its progress but in view of the low level of trade
providing a report does not aid any understanding.
CORPORATE GOVERNANCE
Details of corporate governance, which is part of this report for the year to 30 September 2024,
are disclosed in the Corporate Governance report on page 47.
CORPORATE SOCIAL RESPONSIBILITY
The Group is committed to the protection of the environment and the development of processes
which ensure that any adverse impact on the environment arising from its trading activities is
minimised by encouraging reduction in waste, awareness of recycling, and encouraging
employees to pay regard to environmental issues.
Employees
Whilst the Group does not have a specific human rights policy, it has a strong commitment to
upholding the principles of human rights across our business.
The Group’s ability to achieve its commercial objectives and to service the needs of society and
its customers in a profitable and competitive manner depends on the contribution of its
employees. Employees are encouraged to develop their contribution to the business wherever
they happen to work. The Group regularly keeps employees up to date with financial and other
information.
11
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF ASSOCIATED BRITISH ENGINEERING PLC
Independent auditor’s report to the members of Associated British Engineering PLC
Opinion
We have audited the financial statements of Associated British Engineering PLC
its subsidiary companies (the "Group") for the year ended 30 September 2024 which comprise of the Group
income statement, the Group statement of comprehensive income, the Group statement of financial position,
the Group statement of cash flows, the Group statement of changes in equity, the Company balance sheet,
the Company statement of changes in equity, the Company statement of cash flows and the 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 UK adopted international
accounting standards.
In our opinion the financial statements:
give a true and fair view of the state of the group’s and company’s affairs as at 30 September 2024
and of its loss for the year then ended;
have been properly prepared in accordance with UK adopted international accounting standards; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Separate opinion in relation to IFRSs as issued by the IASB
As explained on page 15 to the group financial statements, the group in addition to complying with its legal
obligation to apply UK adopted international accounting standards, has also applied IFRSs as issued by the
International Accounting Standards Board (IASB).
In our opinion the group financial statements give a true and fair view of the consolidated financial position of
the group as at 30 September 2024 and of its consolidated financial performance and its consolidated cash
flows for the year then ended with IFRSs as issued by the IASB.
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’s responsibilities
for the audit of the financial statements
section of our report. We are independent of the group and the parent
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 as applied to listed public interest entities, 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.
12
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF ASSOCIATED BRITISH ENGINEERING PLC
Our approach to the audit
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the
financial statements as a whole, taking into account the structure of the Group, the accounting processes and
controls, and the industry in which the Group operates.
The Group includes the listed parent Company (Associated British Engineering PLC) and its only subsidiary, Akoris
Trading Limited. The Group's accounting process is structured around a finance team based in Cambridge,
maintaining their own accounting records and controls.
The main focus of our audit has been the parent company as the subsidiary is currently not trading.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) we identified, including those which had the greatest effect on the overall audit strategy,
the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
Key Audit Matter- Group
How the matter was addressed in the audit-
Group
Risk of management over ride of
internal controls
ISAs (UK) require that we consider
this.
We performed a fraud risk assessment in order to
identify specific areas of risk relating to
management over ride of controls.
We preformed testing of journals, with particular
focus on manual adjustments to the income
statement, to mitigate the risk of manipulation of
revenue and the loss figures.
We independently assessed and challenged
accounting estimates relevant to the financial
statements for evidence of bias by the Directors
that may represent a risk of material misstatement
due to fraud for example accruals and provisions.
We assessed the overall control environment of the
Group and held meetings with the directors.
13
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF ASSOCIATED BRITISH ENGINEERING PLC
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of
misstatements on our audit and on the financial statements. For the purposes of determining whether the financial
statements are free from material misstatement we define materiality as the magnitude of misstatement that makes
it probable that the economic decisions of a reasonably knowledgeable person, relying on the financial statements,
would be changed or influenced.
We determined materiality for the Group to be £12,538, which is 3% of gross assets. Gross assets is used as the
benchmark for materiality as it is considered the critical performance measure of the Group. We use a different level
of materiality, performance materiality, to drive the extent of our testing and this was set at 75% of financial statement
materiality for the audit of the group financial statements.
We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £627 as
well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report
to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the
financial statements.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of
accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment
of the entity’s ability to continue to adopt the going concern basis of accounting included:
Testing the model used for management’s going concern assessment which is primarily a cash flow forecast.
Management’s assessment covered the 24 month period ended September 2025. We assessed this process
by reviewing the assumptions and whether there was adequate support for these assumptions.
We considered the potential mitigating actions that management may have available to it to reduce costs,
manage cash flows or raise additional financing and assessed whether these were within the control of
management and possible in the period of assessment.
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 and parent company’s ability to
continue as a going concern for a period of at least 12 months from when the financial statements are authorised for
issue.
In relation to the group’s reporting on how they have applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the
director’s considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
14
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF ASSOCIATED BRITISH ENGINEERING PLC
Other information
The other information comprises the information included in the annual report other than the financial statements and
our auditor's report thereon. The directors are responsible for the other information contained within the annual
report. 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.
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 course of 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 this gives rise to a material misstatement in the financial statement in the
financial statements themselves. 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 on that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the directors’ remuneration report to be audited has been properly prepared in accordance
with 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 the directors’ report for the financial year for which the financial
statements are prepared is consistent with the financial statements and those reports have been prepared in
accordance with applicable legal requirements;
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment obtained
in the course of the audit, we have not identified material misstatements in:
the strategic report or the directors’ report.
We have nothing to report in respect of the following matters in relation to which 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 and the part of the directors’ remuneration report to be audited 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; or
a corporate governance statement has not been prepared by the parent company.
15
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF ASSOCIATED BRITISH ENGINEERING PLC
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 46, the directors are responsible
for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent
company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent
company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
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 obtained an understanding of laws and regulations that affect the group, focusing on those that had a direct
effect on the financial statements or that had a fundamental effect on its operations. Key laws and regulations
that we identified included the UK Companies Act, IFRS, Listing rules, tax legislation and employment
legislation.
We enquired of the directors and reviewed ' meeting minutes for evidence of non-compliance with relevant
laws and regulations. We also reviewed controls the directors have in place to ensure compliance.
We gained an understanding of the controls that the directors have in place to prevent and detect fraud. We
enquired of the directors about any incidences of fraud that had taken place during the accounting period.
The risk of fraud and non-compliance with laws and regulations and fraud was discussed within the audit team
and tests were planned and performed to address these risks. We identified the potential for fraud in the
following areas: revenue recognition, related parties outside normal course of business, management override
and misappropriation of cash and other assets.
We reviewed financial statements disclosures and tested to supporting documentation to assess compliance
with relevant laws and regulations discussed above.
16
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF ASSOCIATED BRITISH ENGINEERING PLC
We enquired of the directors about actual and potential litigation and claims.
We performed analytical procedures to identify any unusual or unexpected relationships that might indicate
risks of material misstatement due to fraud.
In addressing the risk of fraud due to management override of internal controls we tested the appropriateness
of journal entries and assessed whether the judgements made in making accounting estimates were indicative
of a potential bias.
A further description of our responsibilities is available on the FRC’s website at:
https://www.frc.org.uk/auditors/audit-assurance/auditor-s-responsibilities-for-the-audit-of-the-fi/description-of-the-
auditor%E2%80%99s-responsibilities-for
This description forms part of our auditor’s report.
Other matters which we are required to address
We were appointed by the directors on 29 January 2021 to audit the financial statements for the period ending 30
September 2020. Our total uninterrupted period of engagement is five years, covering the periods ending 30
September
2020 to date.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent
company and we remain independent of the group and the parent company in conducting our audit.
MATTHEW EADE
Senior Statutory Auditor
For and on behalf of Bright Grahame Murray
Chartered Accountants and Statutory Auditor
Emperor’s Gate
114a Cromwell Road
Kensington
London
SW7 4AG
Date:
29
January
2025
Bright Grahame Murray
ASSOCIATED BRITISH ENGINEERING PLC
GROUP AND PARENT COMPANY ACCOUNTING POLICIES
FOR THE YEAR ENDED 30 SEPTEMBER 2024
17
The Company is a public limited company incorporated in the United Kingdom
The address of the registered office is given on the final page of this annual report.
The financial statements have been prepared on the going concern basis.
International Financial Reporting Standards (IFRS) as adopted by the United Kingdom and with those parts of the
The Company’s ordinary shares are listed on the London Stock Exchange (LSE) under the ticker (ASBE) albeit
that at the date of preparation of these accounts the ordinary share trading was suspended. These financial
statements are presented in pound sterling because that is the currency of the primary economic environment in
which the Group operates and all values are rounded to the nearest thousand pounds (£’000) except where
otherwise indicated.
The Company’s accounting reference date is 30 September. These financial statements are for the year 1 October
The following amendments are effective for the period beginning 1 January 2023
Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2);
• Definition of Accounting Estimates (Amendments to IAS 8); and
• Deferred Tax Related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12).
There are a number of standards, amendments to standards, and interpretations which have been issued by the
IASB that are effective in future accounting periods that the company has decided not to adopt early. The Directors do
not expect any of the proposed standards to materially affect the financial accounts of the Group or their presentation.
Nonetheless the company will currently assess the impact of these new accounting standards and any amendments
The Company has sufficient financial resources. As a consequence, the Directors believe the Company is well
placed to manage its business risks successfully, including the impact of Covid-19 and Brexit. The Directors
regularly review the forecasts.
ASSOCIATED BRITISH ENGINEERING PLC
GROUP AND PARENT COMPANY ACCOUNTING POLICIES (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
18
In accordance with their responsibilities, the Directors of the Company have considered the appropriateness of the
going concern basis, which has been used in the preparation of these financial statements. The Directors have
prepared trading and cash flow forecasts for the Company, which take into account the future performance of the
Company and the group. The forecasts, including allowance for reasonable possible changes in trading
performance indicate that the Company should be able to operate for at least 12 months from the approval of
these financial statements.
The forecasts for the 12 months from approval of these financial statements have been considered. As a result of
the above assessment, the Directors have a reasonable expectation that the Company has adequate resources
to continue in operational existence for a minimum period of 12 months from the date of signing these financial
The consolidated accounts include the Company and its subsidiary undertaking (from the date of acquisition or to
the date of disposal where applicable). Intra group sales and profits are eliminated on consolidation. The accounts
of the subsidiary undertaking are made up to 30 September 2024.
A subsidiary is an entity controlled, either directly or indirectly, by the Company, where control is the power to
govern the financial and operating policies of the entity so as to obtain benefit from its activities. The acquisition
method of accounting is used to account for acquisition of subsidiaries by the Group. The cost on an acquisition is
measured as the fair value of the assets given, equity instruments issued, and liabilities incurred or assumed at
the date of exchange. Acquisition costs are expensed in the consolidated income statement for the period in which
they are incurred.
The consolidated financial statements consist of the results of the following entities:
Entity | Summary Description |
Associated British Engineering Plc (ABE) | Holding Company |
Akoris Trading Ltd (AT) | Trading Company |
Revenue is measured at the fair value of the consideration receivable by the Group for goods supplied and services
provided, excluding value added tax and trade discounts. Revenue from the sale of spare and reworked parts is
recognised when the goods are dispatched or, if under a bill and hold arrangement, when they are available for
dispatch to a specific customer. Revenue from the sale of goods is recognised in accordance with the performance
of contractual terms and specifically when large equipment has been satisfactorily tested in accordance with
contractual terms. Revenue from servicing and repair work is recognised when the work is completed.
Management are required, in accordance with IFRS, to exercise judgement and to make estimates and
assumptions regarding the application of accounting policies and the resulting effect on reported amounts of
assets, liabilities, income and expenses. These estimates and assumptions are based on historical experience
and a review of current conditions prevailing at the time but actual results may differ from these estimates. Any
such revision is recognised in the financial statements in the period in which the change in circumstance is
The key areas where management have exercised judgement in the period, and the thought processes
Judgement is applied by management in determining the extent to which the recovery of carried forward tax losses
is probable for the purpose of meeting the criteria for recognition as deferred tax assets. Note 18 sets out
information on carried forward tax losses for which a deferred tax asset has not been recognised on the basis
ASSOCIATED BRITISH ENGINEERING PLC
GROUP AND PARENT COMPANY ACCOUNTING POLICIES (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
19
The key accounting estimates having an impact on carrying amounts of assets and liabilities in the reporting period
At the balance sheet date, the company and its subsidiary evaluate the recoverability of trade receivables and records
provisions for doubtful or disputed debts based on experience including comparisons of the relative age of
accounts and consideration of the history. The actual level of debt collected may differ from the estimated levels of
recovery and could impact future operating results positively or negatively. As at 30 September 2024 the Group
Leases of property and plant and equipment, where the Group has substantially all the risks and rewards of
ownership, are classified as finance leases. Assets held under finance leases are capitalised at lease inception
at the lower of the asset’s fair value and the present value of the minimum lease payments. Obligations related
to finance leases, net of finance charges in respect of future periods, are included as appropriate within
borrowings. The interest element of the finance cost is charged to the income statement over the life of the lease
so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
The property, plant or equipment is depreciated on the same basis as owned plant and equipment or over the
life of the lease, if shorter.
Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating
leases. Operating lease rentals (net of any related lease incentives) are charged against profit on a straight line
The functional and presentational currency of the parent company and its subsidiaries is UK Pound Sterling,
rounded to the nearest thousand. Transactions in currencies other than the functional currency are translated
at the rate ruling at the date of the transaction. At each balance sheet date, monetary assets and liabilities
denominated in foreign currencies are translated at the rate of exchange ruling at the balance sheet date. Any
to write down the cost of all plant and equipment less its residual value by annual instalments over their expected
useful lives on the following bases:
Plant and machinery | 7½ - 33⅓ per cent straight line |
These useful lives and residual values are reviewed in each financial period. | |
Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned
assets or where shorter, over the term of the relevant lease. The gain or loss arising on the disposal or retirement
of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset
The carrying values of plant and machinery are reviewed for impairment when events or changes in
circumstances
indicate the carrying value may not be recoverable. If any such indication exists, and where the carrying values
exceed the estimated recoverable amount, the assets or cash generating units are written down to their
ASSOCIATED BRITISH ENGINEERING PLC
GROUP AND PARENT COMPANY ACCOUNTING POLICIES (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
20
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax payable is based on the taxable profit or loss for the year. Taxable profit differs from net profit as
reported in the income statement because it excludes items of income or expense that are taxable or deductible
in other periods and it further excludes items that are never taxable or deductible. The Group's liability for current
tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
bases of assets and liabilities and their carrying amounts in the consolidated financial statements. The deferred
tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction, other than a
business combination, that at the time of the transaction affects neither accounting nor taxable profit nor loss.
Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the
balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred
tax liability is settled.
Deferred tax is provided on temporary differences arising on investments in subsidiaries, except where the
timing of reversal of the temporary differences is controlled by the Group and it is probable that the temporary
difference will not reverse in the foreseeable future
.
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available
Cash and cash equivalents in the Statement of Financial Position comprise cash at bank and in hand and short
term deposits with a maturity of three months or less which are subject to an insignificant risk of changes in
Financial assets are recognised initially at fair value, normally being the transaction price. In the case of financial
assets not at fair value through profit or loss, directly attributable transaction costs are also included. The
subsequent measurement of financial assets depends on their classification. The group derecognises financial
assets when the contractual rights to the cash flows expire or the financial asset is transferred to a third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual
arrangements entered into. Where the contractual obligations of financial instruments (including share capital)
are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities.
Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to
financial liabilities are included in the income statement. Finance costs are calculated so as to produce a
constant rate of charge on the outstanding liability. Where none of the contractual terms of share capital meet the
definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating
to equity instruments are debited direct to equity.
Further analysis of the Group’s financial instruments, and the relevant exposure to risks and uncertainties, is
At the balance sheet date, the Company and its subsidiary evaluate the recoverability of trade receivables and record
provisions for doubtful or disputed debts based on experience including comparisons of the relative age of accounts and
consideration of history. The actual level of debt collected may differ from the estimated levels of recovery and could
Cash and cash equivalents comprise cash on hand, demand deposits, and other short-term highly liquid
investments that have maturities of three months or less from inception, are readily convertible to a known
ASSOCIATED BRITISH ENGINEERING PLC
GROUP AND PARENT COMPANY ACCOUNTING POLICIES (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
21
Trade and other payables are originally recognised at fair value, net of transaction costs. Subsequent
Investments are recognised and derecognised on a trade date where a purchase or sale of an investment is
under a contract whose terms require delivery of the investment within the timeframe established by the market
concerned, and are initially measured at fair value, with all transaction costs being written off to the income
statement as incurred.
Investments are classified as available for sale and are measured at subsequent reporting dates at fair value.
Gains and losses arising from changes in fair value of available for sale financial assets are included in other
comprehensive income for the period. When the asset is disposed of or deemed to be impaired, the cumulative
At each balance sheet date the Group reviews the carrying amounts of its property, plant and equipment to
determine whether there is any indication that those assets have suffered an impairment loss. If any such
indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the
impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets,
the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset for which the estimates
of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is
estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced
to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant
asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is
increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not
exceed the carrying amount that would have been determined had no impairment loss been recognised for the
The standard requires financial information to be disclosed in the financial statements in the same format in
which it is disclosed to the chief operating decision-maker. The chief decision-maker has been identified as the
Share capital represents the nominal value of shares that have been issued except for the preference shares
classified as debt. Deferred shares represent shares arising from the sub-division of ordinary shares of £2.
Share premium includes any premiums received on issue of share capital. Any transaction costs associated
with the issuing of shares are deducted from share premium, net of any related income tax benefits.
Retained earnings include all current and prior period retained profits and losses. Available for sale reserve
includes all gains and losses relating to Available for Sale financial assets.
Other reserves relate to movements not classified in any of the reserves detailed above. Revaluation reserve
22
ASSOCIATED BRITISH ENGINEERING PLC
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Note
Year
ended
30 Sep
2024
£’000
Year
ended
30 Sept
2023
£’000
REVENUE
1
Operating costs
2
(69 )
(59 )
OPERATING (LOSS)/PROFIT
3
(69 )
(59 )
Finance income
6
(LOSS)/PROFIT BEFORE TAXATION
(69 )
(59 )
Taxation
7
(LOSS)/PROFIT FOR THE YEAR FROM
CONTINUOUS OPERATIONS
(69 )
(59 )
TOTAL (LOSS)/PROFIT FOR THE YEAR
(69 )
(59 )
(LOSS)/PROFIT PER SHARE ON (LOSS)/PROFIT FOR THE
YEAR
ATTRIBUTABLE
TO
EQUITY
HOLDERS
OF
THE
PARENT COMPANY
BASIC AND DILUTED (LOSS)/PROFIT
8
(3.37
(2.89
(Loss)/Profit for the year attributable to: Owners of
the Company
(69 )
(59 )
Non-controlling interests
(69 )
(59 )
The accounting policies on pages 17 to 21 and the notes on pages 27 to 36 form part of these accounts.
23
ASSOCIATED BRITISH ENGINEERING PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Year
ended
Year
ended
30
Sep
30
Sep
202
4
202
3
Note
£’000
£’000
(Loss)/Profit in the year
(69 )
Other comprehensive (loss)/income
(Loss)/gain
on
available
for
sale
financial
assets
Unrealised
(loss)/gains
(*)
12
(33 )
Other comprehensive (loss)/profit in the year
(33 )
TOTAL COMPREHENSIVE (LOSS)/INCOME IN THE YEAR
(102
)
(187 )
Total comprehensive (loss)/income attributable to:
Owners
of
the
Company
(102 )
Non-controlling interests
(102
)
(187 )
(*) = Items which may subsequently be reclassified to the Income Statement.
All activities are classified as continuing.
The accounting policies on pages 17 to 21 and the notes on pages 27 to 36 form part of these accounts.
(128 )
(128 )
(59 )
(187 )
24
ASSOCIATED BRITISH ENGINEERING PLC
GROUP
STATEMENT
OF
FINANCIAL
POSITION AS AT 30 SEPTEMBER 2024
Note
2024
2023
£’000
£’000
ASSETS
Non-current assets
Available
for
sale
financial
assets
12
Current
assets
Trade
and
other
receivables
11
Cash
and
cash
equivalents
Total
assets
EQUITY
AND
LIABILITIES
Called
up
share
capital
13
Deferred
shares
13
Share
premium
account
Other
reserves
Retained
earnings
(7,648 )
(7557 )
Equity
attributable
to
the
Parent
Company’s
Equity
shareholders
Total
equity
LIABILITIES
Current
liabilities
Trade
and
other
payables
16
______
______
Total
liabilities
Total
equity
and
liabilities
The
financial
statements
were
approved
and
authorised
for
issue
by
the
Board
of
Directors
on
January
2025 and were signed below on its behalf by:
C Weinberg
Director
The
accounting
policies
on
pages
17
to
21
and
the
notes
on
pages
27
to
36
form
part
of
these
accounts.
25
ASSOCIATED BRITISH ENGINEERING PLC
GROUP STATEMENT OF CHANGES IN EQUITY
FOR
THE YEAR ENDED 30 SEPTEMBER 2024
Attributable
Share
Share
Deferred
Other
Available
Retained
to owners
Total
capital
premium
shares
Reserves
for
Sale
reserve
earnings
of
the
parent
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Balance at 1 October
2022
(7,493 )
Loss for the period
(59 )
(59 )
(59 )
Other comprehensive
income
Unrealised
loss
on
Available for Sale
(123 )
(5 )
(128 )
(128 )
financial assets (*)
Fair Value adjustments
Realised Gains
--------------
--------------
--------------
--------------
--------------
--------------
--------------
--------------
Balance at 1 October
2023
------------
--------------
---------------
--------------
----------
(7,557 )
---------------
---------------
-
----------
Loss for the year
(69 )
(69 )
(69 )
Other comprehensive
(loss)/income
Unrealised (loss)/gain
on Available for Sale
(11 )
(22 )
(33 )
(33 )
financial
assets
(*)
--------
--------
--------
--------
--------
--------
--------
-------
Balance as at 30
September 2024
(7,647 )
(*) Items which may subsequently be reclassified to the Income Statement.
The accounting policies on pages 17 to 21 and the notes on pages 27 to 36 form part of these accounts.
26
ASSOCIATED BRITISH ENGINEERING PLC
GROUP CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
2024
2023
£’000
£’000
Cash
flows
from
operating
activities
Cash (used)/generated
in operations
(59
)
(64 )
Net cash (used)/generated
in operating activities
(59
)
(64 )
Cash flows from investing activities
Net cash (decease)/increase from investing activities
Net (decease)/increase in cash and cash equivalents
(59 )
(64 )
Cash
and
cash
equivalents
at
beginning
of
period
Cash and cash equivalents at end of period
CASH
FLOW
FROM
OPERATING
ACTIVITIES
2024
2023
£’000
£’000
Profit/(loss) from continuous operations
(69 )
(59 )
Add back: revaluation loss/(gain)
Adjustments for changes in working capital:
Exchange (loss) / gain
Decrease/(increase) in trade and other receivables
(16 )
(1 )
(24 )
(Decrease)/increase in payables
(12 )
Net cash from operating activities
(59
)
(64 )
The accounting policies on pages 17 to 21 and the notes on pages 27 to 36 form part of these accounts.
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS - GROUP
FOR THE YEAR ENDED 30 SEPTEMBER 2024
27
SEGMENTAL REPORTING
All sales made in the prior periods were within the United Kingdom and relate to the rendering of services.
In the year ended 30 September 2024 save for dollar bank accounts and overseas securities, all of
the assets held by the Group were located in the United Kingdom and all capital expenditure was
incurred within the United Kingdom.
Operating
segments
The following segment information has been prepared in accordance with IFRS 8, “Operating
Segments”, which defines requirements for the disclosure of financial information of an entity’s
operating segments.
The Board consider the Group on an individual company basis. Reports by individual companies are
used by the chief decision-maker in the Group. Significant operating segments are Associated British
Engineering Plc and Akoris Trading Limited.
The Group’s operations are located in the United Kingdom. Any transactions between business units
are on normal commercial terms and conditions.
Akoris Trading Limited is a commodity and natural resource trading, finance and investment company.
Associated British Engineering Plc is the Group’s holding company.
Associated | |||
Year ending 30 September 2024 | British | Akoris | |
Engineering | Trading | Consolidated | |
Plc | Limited | ||
£’000 | £’000 | £’000 | |
External sales | - | - | - |
Segment result Loss before Interest | (69) | (-) | (69) |
Net finance expenses | -- | - | - |
Taxation | -- | -- | - |
Loss after tax | (69) | (-) | (69) |
Balance sheet | |||
Segment assets | 391 | 27 | 418 |
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS – GROUP (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
28
Period ended 30 September 2023 | Associated | Akoris | |
British | Trading | Consolidated | |
Engineering | Limited | ||
Plc | |||
£’000 | £’000 | £’000 | |
External sales | - | - | - |
Segment result Profit/(loss) before Interest | (58) | (1) | (59) |
Net finance expenses | |||
Taxation | - | - | - |
Profit/(loss) after tax | (58) | (1) | (59) |
Balance sheet | |||
Segment assets | 505 | 2 7 | 532 |
All of the revenue recognised by the Group during the prior period arose from contracts from
OPERATING
COSTS
Year | Year | |
ended | ended | |
30 Sep | 30 Sep | |
202 4 | 2023 | |
£’000 | £’000 | |
Staff costs (note 4) | - | 1 |
VAT Reclaim net of costs | - | (16) |
Exchange Loss/( Gain ) | 16 | 30 |
Other expenses | 53 | 44 |
69 | 59 |
OPERATING
PROFIT/(LOSS)
Year | Year | |
ended | E nded | |
30 Sep | 30 Sep | |
202 4 | 202 3 | |
£’000 | £’000 | |
Operating profit/ (loss) is stated after charging | ||
Fees payable to the Company’s auditor for the audit of the Company’s | ||
annual accounts: | ||
PLC audit costs | 11 | 11 |
The audit of the Company’s subsidiaries pursuant to legislation | 1 | 1 |
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS – GROUP (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
29
STAFF
COSTS
AND
EMPLOYEES
Year | Year | |
ended | ended | |
30 Sep | 30 Sep | |
202 4 | 202 3 | |
£’000 | £’000 | |
Wages and salaries and staff costs | - | 1 |
Social security costs | - | - |
- | 1 |
during the period was:
Year | Year | |
ended | ended | |
30 Sep | 30 Sep | |
202 4 | 2023 | |
Number | Number | |
By activity | ||
Administration | 3 | 3 |
3 | 3 |
DIRECTORS’ REMUNERATION
Directors received no emoluments or remuneration. A company related to a director has
accrued charges of
£5,675 (2023: £9,175) for accounting and administration services
.
Further details can be found on page 53.
Year | Year | |
ended | ended | |
30 Sep | 30 Sep | |
2024 | 2023 | |
KEY MANAGEMENT COMPENSATION | ||
£’000 | £’000 | |
Remuneration of Group directors | - | - |
Key management personnel are those persons having authority and responsibility for planning,
directing and controlling the activities of the Group, including the directors listed on page 5. The
Group made no pension contributions in respect of Group directors during the year ended 30
FINANCE INCOME
Year ended | Year ended | |
30 Sep 2024 | 30 Sep 2023 | |
£’000 | £’000 | |
Financial income and interest | - | - |
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS – GROUP (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
30
TAXATION
30 Sep | 30 Sep | |
2024 | 2023 | |
£’000 | £’000 | |
The tax charge is set out below: | ||
Current tax: | ||
United Kingdom corporation tax at 25% (2023: 25%) | - | - |
Total current tax and tax on profit on ordinary activities | - | - |
25% (2022: 19%). The differences are explained as follows:
30 Sep | 30 Sep | |
2024 | 2023 | |
£’000 | £’000 | |
(Loss)/profit on ordinary activities before tax | (69) | (59) |
(Loss)/profit on ordinary activities multiplied by standard rate | ||
of Corporation tax in the UK of 25 % (2023: 19%) | (1 3 ) | (11) |
Effects of: | ||
Losses carried forward | 1 3 | 11 |
Taxation credit in the consolidated income statement | - | - |
The Group has trading losses of approximately
£2.2 million (2023: £2.1 million) and capital losses of £8.0 million
(2023: £8.0 million). These are available to set against future taxable profits, taxation liabilities and capital gains
respectively. The trading losses are available to be used against future profits arising from the same trade
within the Group. These amounts are subject to agreement with His Majesty's Revenue and Customs.
Deferred tax assets have not been recognised in the Group accounts. Increases in UK Corporation Tax rates
from 19% to 25% were substantially enacted in 2021. As the timing and extent of taxable profits are uncertain,
a deferred tax asset of £549k (2023: £532k)
arising on the
trading losses has not been recognised in the
PROFIT/(LOSS) PER SHARE
The calculation of loss per ordinary share is based on the loss attributable to ordinary shareholders divided
by the weighted average number of shares in issue during the period.
202 4 | 202 3 | ||||||
Weighted | Weighted | ||||||
Average | Per shares | Average | Per shares | ||||
number of | amount | number of | amount | ||||
Loss | shares | pence | Profit | shares | pence | ||
£’000 | £’000 | ||||||
Basic and diluted | |||||||
(loss) /profit per share | ( 69 ) | 2,048,990 | ( 3 .37 ) | (59) | 2,048,990 | ( 2.89) |
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS – GROUP (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
31
PROPERTY, PLANT AND EQUIPMENT
Plant and | Total | |
machinery | ||
£’000 | £’000 | |
COST | ||
At 1 October 2022 | 2 | 2 |
Additions | - | - |
At 30 September 2023 | 2 | 2 |
Additions | - | - |
At 30 SEPTEMBER 2024 | 2 | 2 |
ACCUMULATED DEPRECIATION | ||
At 1 October 2022 | 2 | 2 |
Charge for period | - | - |
At 30 September 2023 | 2 | 2 |
Charge for period | - | - |
At 30 September 2024 | 2 | 2 |
CARRYING AMOUNTS | ||
At 30 SEPTEMBER 2024 | - | - |
At 30 September 2023 | - | - |
At 30 September 2022 | - | - |
CAPITAL COMMITMENTS
TRADE AND OTHER RECEIVABLES
2024 | 2023 | |
£’000 | £’000 | |
Other receivables | 23 | 45 |
23 | 45 |
Trade and other receivables disclosed above are classified as loans and receivables and are
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS – GROUP (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
32
AVAILABLE FOR SALE INVESTMENTS
2024 | 2023 | |
£’000 | £’000 | |
Listed Securities | 21 | 54 |
£’000 | ||
Opening balance | 54 | |
Revaluations | (33) | |
Closing balance | 21 |
Gains or losses on available for sale investments are presented within other comprehensive income. The
Group has a
decided to classify the equity investments at fair value through the comprehensive income
statement rather than through profit and loss because this is considered to be more appropriate for these
investments.
IFRS 13 requires that the fair value reflects "exit price" and is valued in line with the relevant "unit of account"
and the fair value of the equity investments held is calculated by reference to the quoted market price at the
year end. Available for sale investments are valued based on active markets’ prices. As at 30 September
CALLED UP SHARE CAPITAL
2024 | 2023 | |
£’000 | £’000 | |
Nominal value: | ||
Allotted and fully paid: | ||
2,048,990 ordinary shares of £0.025 each | 51 | 51 |
1,313,427 deferred shares of £1.975 each | 2,594 | 2,594 |
2,645 | 2,645 | |
Carrying value: | ||
Equity shares: | ||
2,048,990 ordinary shares of £0.025 each | 51 | 51 |
The structure of the Group and Company’s capital is as follows:
Ordinary | Ordinary | Deferred | Deferred | Share | |
Shares | Shares | Shares | Shares | Premium | |
No. | £’000 | No. | £’000 | £’000 | |
Balance at 30 September | |||||
202 4 (£0.025/£1.9752 shares) | 2,048,990 | 51 | 1,313,427 | 2,594 | 5,370 |
Further to the Extraordinary General Meeting held on 1 September 1999 the ordinary shares have
200 votes per share.
The deferred shares do not have voting rights and do not carry any entitlement to attend general
meetings of the Company; they are not admitted to any Stock Exchange and carry a right to participate
in any return of capital once an amount of £100 has been paid in respect of each new ordinary share.
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS – GROUP (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
33
The Group manages its capital to ensure that entities in the Group will be able to continue as
going concern while maximising the return to stakeholders through the optimisation of the debt
and equity balance.
The capital structure of the Group consists of called up share capital, deferred shares, share
premium account, other reserves and retained earnings. The Group is not subject to any externally
NON-CONTROLLING INTERESTS
RETIREMENT BENEFIT SCHEMES
The Group has, as a result of the disposal of British Polar Engines Ltd in August 2020, no retirement
PAYABLES
2024 | 2023 | |
£’000 | £’000 | |
Current | ||
Trade payables | 1 | 14 |
Other payables | 21 | 21 |
Accruals | 29 | 27 |
51 | 62 |
The carrying value of trade and other payables are classified financial liabilities measured at amortised
cost which approximates to fair value. All current payables are expected to mature within a period of 6
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS – GROUP (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 202
34
FINANCIAL INSTRUMENTS
In common with other businesses, the Group is exposed to risks that arise from its use of
financial instruments. This note describes the Group’s objectives, policies and processes for
managing these risks and the methods used to measure them. The fair value of financial assets
and liabilities, together with the carrying amounts shown in the Group balance sheet, are as
follows.
No financial assets or liabilities have been reclassified during the period.
202 4 | 202 3 | |||
Loans and | Fair value | Loans and | Fair | |
Receivables | Profit or | receivables | value | |
loss | Profit or | |||
£’000 | £’000 | £’000 | loss | |
£’000 | ||||
Financial assets: | ||||
Trade and other receivables | 23 | - | 45 | - |
Total current | 23 | - | 45 | - |
Total | 23 | - | 45 | - |
Trade and other payables | 51 | - | 62 | - |
Total current | 51 | - | 62 | - |
Total | 51 | - | 6 2 | - |
Trade and other receivables exclude the value of any prepayments or accrued income. Trade and other
payables exclude the value of deferred income. All financial assets and liabilities have a carrying value that
approximates to fair value. For trade and other receivables, allowances are made within the book value for
credit risk. The investments are all considered as level 1.
The main risks arising from the Group’s financial instruments are market risk, liquidity risk and credit
risk. Market risk includes price commodity risk, foreign exchange risk and interest rate risk. The
Group has an exposure to foreign exchange risk to the extent that investments may be priced in US
dollars or other currencies and has no loans, therefore limited exposure to interest rate risk.
Cash and cash equivalents held at floating rates expose the entity to cash flow risk. Interest rate
risk is limited to the cash and cash equivalents.
Based on the balance sheet value of cash and cash equivalents, a 1% change in interest base
rates would lead to an increase or decrease in income and equity of £3,740 (2023 - £4,330).
The Board reviews and agrees policies for managing each of the above risks and they are
summarised below and in the accounting policies to the Group financial statements. These policies
have been consistently applied throughout the period.
The Group’s liquidity is dependent on the cash balances available and it is the Group's policy to place
surplus cash on deposit to ensure it has an appropriate rate of return. The Board reviews an annual 12
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS – GROUP (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
35
The Group's principal financial assets are cash deposits, available for sale financial assets and trade and
other receivables. The credit risk associated with the cash is limited as the counterparties have high credit
ratings assigned by international credit-rating agencies. The principal credit risk arises therefore from its
trade and other receivables and available for sale financial assets.
In order to manage credit risk the directors of the subsidiary company set limits for customers based on a
combination of payment history, third party credit references and knowledge of the customers. Credit limits
are reviewed by the subsidiary's directors on a regular basis in conjunction with debt ageing and experience.
In 2023 there were no large debtors other than HMRC. There were no such large debtors as at 30 September
2024.
Where appropriate, the subsidiary company requests payment or part-payment in advance of shipment or
delivery. With trade receivables, there is a risk of warranty claims, which the subsidiary company tries to
minimise.
Collection procedures in relation to receivables are initiated once the credit terms are exceeded and trade
receivables both due and not yet due are reviewed on a line by line basis, with adequate provision being
made against period end balances where appropriate. During the period an additional provision of £Nil
The following table provides an analysis of financial instruments that are measured subsequent to initial
recognition at fair value into Levels 1 to 3 based on the degree to which the fair value is observable:
•
Level 1 fair value measurements are those derived from quoted prices in active markets
for identical assets or liabilities;
•
Level 2 fair value measurements are those derived from inputs other than quoted prices
included within Level 1 that are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices); and
•
Level 3 fair value measurements are those derived from valuation techniques that include
inputs for the asset or liability that are not based on observable market data (unobservable
inputs).
Level 1 | Level 2 | Level 3 | Total | |
£’000 | £’000 | £’000 | £’000 | |
Available for sale financial assets | ||||
Quoted and unquoted securities | 21 | - | - | 21 |
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS – GROUP (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
36
DEFERRED TAXATION
The deferred taxation liability at 30 September 2024 was £Nil (2023: £Nil).
No provision has been made for the potential deferred tax assets on the trading losses carried
forward as they are not sufficiently certain to crystallise in the foreseeable future. This assumption
will be revisited on an annual basis or as and when circumstances change. The amounts not
recognised, all of which have been calculated at 25% (2023: 25%) are set out below:
Group | 202 4 | 2023 |
£’000 | £’000 | |
Arising from Trading Losses | 5 4 9 | 532 |
Arising from Capital Losses | 1,989 | 1,989 |
£2,548 | £2,521 |
CONTINGENT LIABILITIES
COMMITMENTS UNDER OPERATING LEASES
The Group had no commitments under non-cancellable operating leases as at 30 September 2024
SUBSIDIARIES
At 30 September 2024 the Company held share capital in the following subsidiaries:
Company | % Holding | Activity | Registered | Country of |
Office | Incorporation | |||
Akoris Trading | 99.7% | Commodity, natural | 61-65 Church Street, | England |
Limited | Resource finance | Harston Cambridge | And | |
Trading and | CB22 7NP | Wales | ||
investment |
RELATED PARTY TRANSACTIONS
37
ASSOCIATED BRITISH ENGINEERING PLC
Company Number: 00110663
COMPANY
STATEMENT
OF
FINANCIAL
POSITION AS AT 30 SEPTEMBER 2024
ASSETS
Note
2024
£’000
2023
£’000
Non-current assets
Available
for
sale
financial
assets
10
21
54
21
54
Current
assets
Trade
and
other
receivables
11
23
45
Cash
and
cash
equivalents
347
406
370
45
Total
assets
391
505
EQUITY
AND
LIABILITIES
Called
up
share
capital
15
51
51
Deferred
shares
15
2,594
2,594
Share
premium
account
5,370
5,370
Other
reserve
212
212
Available
for
sale
reserve
-
-
Retained
earnings
(7,885)
(7,783)
Total
equity
342
443
LIABILITIES
Current
liabilities
Trade
and
other
payables
12
49
62
Total
liabilities
49
62
Total
equity
and
liabilities
391
505
Under
section
408
of
the
Companies
Act
2006,
the
company
is
exempt
from
the
requirements
to
present
its
own Income statement. The (loss) after tax for the period was £68,531 (2023: loss £58,502)
The financial statements were approved and authorised for issue by the Board of Directors
on
January
2025 and were signed below on its behalf by:
C Weinberg
Director
The
accounting
policies
on
pages
17 to
21
and
the
notes
on
pages
40
to
45
form
part
of
these
accounts.
38
ASSOCIATED BRITISH ENGINEERING PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Available
Share
Share
Deferred
Other
for
Sale
Retained
Total
capital
premium
shares
reserve
Financial
earnings
Assets
£’000
£’000
£’000
£’000
£’000
£’000
£000
Balance at 1 October 2022
51
5,370
2,594
212
123
(7,720)
630
--------------
Profit/(Loss) for the period
-
-
-
-
-
(58)
(58)
Other comprehensive income
Unrealised loss on Available for Sale financial
assets
(*)
-
-
-
-
(123)
(5)
(128)
Balance at 1 October 2023
51
5,370
2,594
212
-
(7,783
)
444
--------------
--------------
---------------
--------------
--------------
---------------
--------------
Loss for the year
-
-
-
-
-
(69
)
(69)
Other comprehensive income
Unrealised (loss)/gain on Available for Sale financial
-
(33
)
(33
)
assets
(*)
--------------
--------------
---------------
--------------
--------------
---------------
--------------
Balance at 30 September 2024
51
5,370
2,594
212
-
(7,885)
342
======
======
======
======
======
=======
=======
(*) Items which may subsequently be reclassified to the Income Statement.
The accounting policies on pages 17 to 21 and the notes on pages 40 to 45 form part of these accounts.
39
2024
2023
£’000
£’000
Cash
flows
from
operating
activities
Cash (used)/generated in operations
(59)
(63)
Net cash (used)/generated in operating activities
(59)
(63)
Cash flows from investing activities
-
-
Cash flows from financing activities
-
-
Net cash used in financing activities
-
-
Net (decease)/increase in cash and cash equivalents
(59)
(63)
Cash
and
cash
equivalents
at
beginning
of
period
4
06
469
Cash and cash equivalents at end of period
347
406
CASH FLOW FROM OPERATING ACTIVITIES
2023
2022
£’000
£’000
(Loss)/profit before taxation
(69)
(58)
Add back: revaluations losses/(gain)
Adjustments for:
16
-
Changes in working capital:
Exchange (loss)/gain
(16)
(1)
(Increase)/decrease in trade and other receivables
22
(24)
(Decrease)/increase in trade and other payables
(12)
20
Taxes paid
-
-
Cash used in operations
(59)
(63)
The accounting policies on pages 17 to 21 and the notes on pages 40 to 45 form part of these accounts.
ASSOCIATED BRITISH ENGINEERING PLC
COMPANY CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
40
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS - COMPANY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1.
OPERATING
COSTS
AND
OPERATING
LOSS
Year
Year
ended
ended
Operating loss is stated after charging
30
Sep
30 Sep
202
4
202
3
£'000
£'000
Fees payable to the Company’s auditor for the audit of the company’s
annual accounts
10
10
2.
STAFF
COSTS
AND
EMPLOYEES
Year
ended
30 Sep
2024
£'000
Year
ended
30 Sep
2023
£'000
Wages and
salaries Social
security costs
-
-
-
1
-
1
The average monthly number of persons employed by the Company during the period was:
Year ended
30 Sep 202
4
Year ended
30 Sep 202
3
By activity
Number
Number
Directors
2
2
Administration
1
1
3
3
3.
DIRECTORS’
REMUNERATION
Year
Year
ended
ended
30
Sep
30
Sep
202
4
202
3
£'000
£'000
Remuneration
in
respect
of
directors
was
as
follows:
Remuneration
-
-
4.
KEY
MANAGEMENT
COMPENSATION
Year
Year
ended
E
nded
30
Sep
2024
30 Sep
2023
£'000
£'000
Remuneration of Company directors
-
-
The Company made no pension contributions in respect of Company directors during the period
ended 30
September 2024 or 30 September 2023
41
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS - COMPANY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
5.
TAXATION
There is no taxation liability at 30 September 2024 due to losses carried forward (30 September 2023:
£Nil)
6.
PROPERTY, PLANT AND EQUIPMENT
COST
Computer
Total
equipment
£’000
£’000
At 1 October 2021
2
2
At 30 September 2022
2
2
At 1 October 2022
2
2
At 30 September 2023
2
2
ACCUMULATED DEPRECIATION
At 1 October 2021
2
2
At 31 September 2022
2
2
At 1 October 2022
2
2
At 30 September 2023
2
2
CARRYING AMOUNTS
At 30 September 2023
-
-
At 30 September 2022
-
-
At 30 September 2021
-
-
7.
CAPITAL COMMITMENTS
At 30 September 2024 the Company has no capital commitments (30 September 2023: £Nil).
8.
INVESTMENTS IN SUBSIDIARIES
At 30 September 2024 the Company held share capital in the following subsidiaries:
Company
% Holding
Activity
Registered
Office
Country of
Incorporation
Akoris Trading
Limited
99.7%
Commodity, natural
Resource finance
Trading and investment
61-65 Church Street,
Harston
Cambridge
CB22 7NP
England
And
Wales
The investment in Akoris Trading Limited was fully provided against at 30 September 2024 and 2023.
42
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS - COMPANY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
9.
DISPOSAL OF SUBSIDIARY
On 6 December 2022, with the agreement of the Pension Regulator, Independent Trustee Services Limited
were appointed the sole trustee of the ABE Pension Fund and has started the process of assessment prior
to the BPE Section of the scheme entering the Pension Protection Fund and its final closure.
10.
AVAILABLE
FOR
SALE
INVESTMENTS
202
4
£’000
2023
£’000
Listed securities
21
54
Available For
Sale
financial assets
£
Opening balance
54
Net fair value (loss)/gain
(33)
Disposals
-
Closing balance
21
Gains or losses on available for sale investments are presented within other comprehensive income.
IFRS 13 requires that the fair value reflects "exit price" and is valued in line with the relevant "unit of
account" and the fair value of the equity investments held is calculated by reference to the quoted market
price at the period end.
Available for sale investments, which are valued based on active markets’ prices, are reported under
Level 1 in the fair value hierarchy.
11.
TRADE
AND
OTHER
RECEIVABLES
202
4
202
3
Amounts falling due within one period
£’000
£’000
Trade and other receivables
23
42
23
42
12.
TRADE
AND
OTHER
PAYABLES
Amounts falling due within one period
202
4
£’000
2023
£’000
Trade and other payables
21
35
Accruals and deferred income
2
8
27
49
62
43
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS - COMPANY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
13
FINANCIAL INSTRUMENTS
The fair values of cash and cash equivalents, available for sale financial assets, receivables and payables
are assumed to approximate to their carrying values.
The Company’s financial instruments comprise cash and various items, such as trade and other
receivables, available for sale financial assets and trade and other payables that arise directly from its
operations. The main purpose of these financial instruments is to finance the Company’s operations. At
30 September 2024 the Company has cash balances of £370,023 (2023: £406,361) and no bank
overdraft (2023: £Nil).
RISKS
The main risks arising from the Company’s financial instruments are market risk, liquidity risk and credit
risk. Market risk includes foreign exchange risk and interest rate risk. The Company has limited exposure
to foreign exchange risk and also has no loans, therefore limited exposure to interest rate risk.
Cash and cash equivalents held at floating rates expose the entity to cash flow risk. Interest rate risk is
limited to the cash and cash equivalents.
Based on the balance sheet value of cash and cash equivalents, a 1% change in interest base rates
would lead to an increase or decrease in income and equity of £3,700 (2023: £4,060).
The Board reviews and agrees policies for managing each of the above risks and they are summarised
overleaf and in the accounting policies to the Company financial statements. These policies have been
consistently applied throughout the period.
LIQUIDITY RISK
The Company’s liquidity is dependent on the cash balances available and it is the Company’s policy to
place surplus cash on deposit to ensure as high a rate of return as possible. The Board reviews an annual
12 month financial projection as well as information regarding cash balances on a monthly basis.
CREDIT RISK
The Company’s principal financial assets are cash deposits, available for sale financial assets and trade
and other receivables. The credit risk associated with the cash is limited as the counterparties have high
credit ratings assigned by international credit-rating agencies. The credit risk arising from its trade and
other receivables is negligible.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table provides an analysis of financial instruments that are measured subsequent to ini2al
recogni2on at fair value into Levels 1 to 3 based on the degree to which the fair value is observable.
•
Level 1 fair value measurements are those derived from quoted prices in active markets for
identical assets or liabilities;
•
Level 2 fair value measurements are those derived from inputs other than quoted prices
included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices)
or indirectly (i.e. derived from prices); and
•
Level 3 fair value measurements are those derived from valuation techniques that include inputs
for the asset or liability that are not based on observable market data (unobservable inputs).
44
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS - COMPANY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Level
1
Level
2
Level
3
Total
£’000
£’000
£’000
£’000
Available for sale financial assets
Quoted and unquoted securities (2024)
21
-
-
21
Available for sale financial assets
Quoted securities (2023)
54
-
-
54
14.
DEFERRED TAXATION
2024
£’000
2023
£’000
Arising from trading losses
388
375
Arising from capital losses
1,989
1,989
2,377
2,364
The trading losses are available to be used against future profits.
Deferred tax assets on the trading losses have not been provided in the financial statements as they are
not sufficiently certain to crystallise in the foreseeable future. The amounts not recognised are set out
above.
15.
CALLED UP SHARE CAPITAL
2024
2023
£’000
£’000
Nominal value:
Allotted and fully paid:
2,048,990 ordinary shares of £0.025 each
51
51
1,313,427 deferred shares of £1.975 each share premium
2,594
2,594
2,645
2,645
Carrying value:
Equity shares:
2,048,990 ordinary shares of £0.025 each
51
51
Further to the Extraordinary General Meeting held on 1 September 1999 the ordinary shares have 200
votes per share.
The deferred shares do not have voting rights and do not carry any entitlement to attend general meetings
of the Company; they are not admitted to any Stock Exchange and carry a right to participate in any return
of capital once an amount of £100 has been paid in respect of each new ordinary share.
45
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS - COMPANY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
16.
CONTINGENT LIABILITIES
There were no contingent liabilities at 30 September 2024.
17.
RELATED PARTY TRANSACTIONS
The Company uses the services of Cambridge Corporate Consultants Limited, which is a regulated
company and of which R A Pearce Gould is the controlling shareholder and a director, to provide
company secretarial and financial services and a registered office at market rates – see Director’s
Remuneration Report page 52
The Company has taken advantage of the exemption with regard to disclosing transactions with wholly-
owned subsidiaries, on the grounds that the results of the subsidiaries are included in the publicly
available consolidated financial statements of Associated British Engineering Plc.
47
ASSOCIATED BRITISH ENGINEERING PLC
CORPORATE GOVERNANCE REPORT
(AS REFERRED TO IN THE DIRECTORS’ REPORT)
The board has been supported by accounting and staff in the ABE office administrator.
The Current Directors:-
Rupert Pearce Gould
Colin Weinberg
Short biographies of the directors appear on page 54 and show considerable and varied experience in the
business world and the City.
Under the Company’s Articles of Association, new directors and at least one third of the directors retire from
office each period. The retiring director is eligible for re-election.
At the year end, there were no independent non-executive directors. The directors continue to search for a
suitable candidate for the role and intend to appoint a non- executive director in the near future.
Nominations Committee
The appointment of directors will be discussed by the full Board until such time as there are two non-executive
directors to form an effective committee. Potential new non-executive directors are proposed by all the members
of the Board and major shareholders; the Board considers these in the light of the Company’s business
requirements and the need to have a balanced Board. The Board will then implement an appropriate review
committee.
Audit Committee
The Company’s audit committee comprises the full Board. The audit committee meets at least twice a year to
monitor the financial reporting process, including its annual and interim accounts; the effectiveness of the
Company’s internal controls and risk management systems; statutory audit of the annual accounts; and to
review and monitor the independence of the statutory auditor and provision of additional services to the
Company.
There is no internal audit function. Due to the size of the finance function and the close involvement of directors,
the Board and the Audit Committee do not consider there to be a need for a separate internal audit function.
As part of this process, the performance of the Group’s major division is considered, with key judgements,
estimates and accounting policies being approved by the subsidiary Board ahead of recommendation to the
Group board. The primary areas of financial reporting judgement considered by the Committee in relation to the
2024 financial statements and how they were addressed are outlined below:
Going concern
The audit committee has considered and approves of the changes in the company’s policy of reducing the
forecast period of the business insofar as it has exempted management from producing three-period projections.
This will be reviewed annually.
Revenue Recognition and Management Override
The Committee have reviewed the systems and control processes in place during the financial year to 30
September 2024 and concluded that, given the resources available, appropriate procedures are in place. There
is sufficient level of supervisory oversight in place to ensure that revenue is not materially misstated and the risk
of management override has been reduced.
Recoverability of receivables
The Committee have reviewed the policy for providing for doubtful debts and believe them to be both robust and
adequate.
48
ASSOCIATED BRITISH ENGINEERING PLC
CORPORATE GOVERNANCE REPORT (continued)
(AS REFERRED TO IN THE DIRECTORS’ REPORT)
Reappointing the auditor
The auditor, Bright Grahame Murray, is deemed to be reappointed under section 487(2) of the Companies Act
2006.
Safeguards on non-audit services
Bright Grahame Murray do not provide any prohibited non-audit services. In accordance with section 485 of the
Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Assessing external audit effectiveness
The Audit Committee reviews audit quality every year using feedback from the Auditors and Senior Management
Team. The effectiveness and quality of the audit process is considered by focusing on the scope of the audit
and auditor independence in order to ensure that the quality of the audit process is not compromised and
remains effective.
The Board consider the independence and objectivity of the external auditor on an annual basis, with particular
regard to non-audit services. There were no prohibited non-audit fees incurred from the auditor during the period.
The Board also receive an annual confirmation of independence from the auditors.
The committee has overseen the preparation of the viability statement and has conducted a robust examination
of the risks identified, the resulting actions that may be required and the project outcomes.
Remuneration
The Company’s remuneration committee comprises Rupert Pearce Gould and Colin Weinberg. The
remuneration committee is to meet at least twice a year and has as its remit the determination and review of,
amongst others, the remuneration of directors including company directors together with any incentive plans
adopted, or to be adopted, by the Company and the Group.
Communication with Shareholders
The Board believes it is important to respond adequately to the queries of both private and institutional
shareholders. The Chairman’s Statement in the Annual Report contains a business review. An interim business
review is also provided with the half-period announcement. The Chairmen are available to shareholders at any
time to discuss strategy and governance matters.
AUDIT AND INTERNAL CONTROL
The Board seeks to ensure that its report and accounts and other financial statements provide a clear
assessment of the Group’s business. All shareholders have the opportunity to ask questions and express their
views at the Company’s Annual General Meeting, at which all directors are available to take questions.
The directors are responsible for the Group's system of internal control and reviewing its effectiveness and the
processes in place for risk management.
These controls can only ever provide reasonable but not absolute assurance that assets are safeguarded
against material misstatement or loss, that proper accounting records are maintained, and that the information
used internally, or for publication, is accurate and reliable. The key procedures, which existed to provide external
control, are as follows:
-
A regular review is undertaken to assess the risks facing the trading subsidiary and to enhance the
systems which manage the risk identified. Management establishes control procedures for each of the
risks identified and reports whether the key controls have operated effectively
-
Agreement of Group short term financial objectives and business plans
-
Review by the Board of monthly Group Financial Statements and monitoring of results against budget.
49
ASSOCIATED BRITISH ENGINEERING PLC
CORPORATE GOVERNANCE REPORT (continued)
(AS REFERRED TO IN THE DIRECTORS’ REPORT)
AUDIT AND INTERNAL CONTROL (continued)
-
The acquisition or disposal of a business may not be completed without the approval of the Board.
-
The operational responsibility for preparing the consolidated accounts is delegated to a third party
service provider with the Board retaining responsibility for overall content, presentation and final review
of the consolidated accounts.
-
Clearly defined organisation structures with segregation of duties wherever practicable. Operating and
financial responsibilities for the subsidiary Companies are delegated to the subsidiary Board and there
are limits which apply to capital expenditure and significant contracts.
-
The executive directors attend Board meetings of the subsidiary
-
Board control over treasury, taxation, legal, insurance and personnel issues
-
The acquisition or disposal of a business may not be completed without the approval of the Board.
Risk Management
The Board confirms that there is an ongoing process for identifying, evaluating and managing significant
business risks faced by the Group, including those risks relating to social, environmental and ethical matters.
This process was in place throughout the period under review and up to the date of approval of this report. The
Audit Committee has kept under review the effectiveness of the system of internal control and has reported
regularly to the Board.
Through these mechanisms, Group performance is continually monitored, risks identified in a timely manner via
a robust risk assessment, their financial implication assessed, control procedure re-evaluated and corrective
actions agreed and where possible implemented.
The Board believes that it is not currently appropriate for the Group to maintain an internal audit function due to
the size of the Group and the manner in which the Group operates.
Fair, Balanced and Understandable
We consistently seek to improve the process of compiling the Annual Report to give the Board more time to
assess whether it was fair, balanced and understandable, as required by the Code. The Board considered
whether the Annual Report contained the necessary information for shareholders to assess the Group’s
performance, business model and strategy. The tone was reviewed to ensure a balanced approach and, with
the support of the Audit Committee, the Board made sure the narrative at the front end of the report was
consistent with the financial statements.
VIABILITY STATEMENT
In accordance with provision C2.2 of the UK Corporate Governance Code, published by the Financial Reporting
Council (“FRC”) in September 2015, the directors have assessed the viability of the Group over the immediate
and foreseeable future and in consideration of its sales and marketing projections. This assessment has been
made taking account of the current position of the Group, the present immediate plan, the corporate planning
process, a budget for the operating company and the Group’s principal risks associated with the current plan.
The provision C2.2 of the UK Corporate Governance Code and Appendix B of the FRC Guidance state that the
period covered for longer term viability statement should be significantly longer than 12 months from approval
of the financial statements as set out in the basis of preparation in the account policies of these financial
statements.
51
ASSOCIATED BRITISH ENGINEERING PLC
DIRECTORS’ REMUNERATION REPORT
Introduction
This report is submitted in accordance with Schedule 8 of the Large and Medium sized Companies (accounts
and Reports) (Amendment) Regulations 2014 in respect of the year ended 30 September 2024. The reporting
requirements entail two sections to be included, a Policy Report and an Annual Remuneration Report which
are presented below.
The Company’s auditor, Bright Grahame Murray, is required to give its opinion on certain information included
in this report, this comprises of the Directors Remuneration – single figure table on page 52 and the information
on directors shareholdings which is contained in the directors’ report on page 6 and also forms part of this
directors’ remuneration report. Their report on these and other matters is set out on pages 11 to 16.
Consideration by the Directors of Matters Relating to Directors’ Remuneration
The Company’s Remuneration Committee considers Directors’ remuneration and has not sought advice or
services from any person in respect of its consideration of Directors’ remuneration during the year although the
Directors expect from time to time to review the fees against those paid to boards of directors of comparable
organisations and appointments. The Company does not have a Chief Executive Officer, Senior Management
or any full time employees and relies on senior management in each subsidiary.
DIRECTORS’ REMUNERATION POLICY REPORT
The roles of the directors are as follows:-
Joint Chairman and Deputy Chairman – Rupert Pearce Gould (part time executive - operational)
Joint Chairman and Deputy Chairman – Colin Weinberg (part time executive - finance)
The Company’s policy is for the Directors not to be remunerated in the form of fees, which are immediately
payable, until such time as there is a trading business in the group. The two directors will be granted warrants
or options when a new business is reversed into the company and as then agreed by the Remuneration
Committee after reviewing comparable organisations and appointments. None of the directors receive a pension
or other benefit from the Company, nor do they participate in any agreed bonus or incentive schemes or share
option schemes.
The fees are not specifically related to the Directors’ performance, either individually or collectively. The Board
is also entitled to be repaid all reasonable travelling subsistence and other expenses incurred by them
respectively whilst conducting their duties as Directors, however no other remuneration or compensation was
paid or payable by the company during the period to any of the current Directors. There will be no payment for
loss of office unless approved by a separate shareholder resolution.
Major decisions on Remuneration
The Company’s policy is that the fees payable to each director should reflect the time spent by the directors on
the Company’s affairs and the responsibilities borne by each of the directors. They should be sufficient to attract
candidates of high calibre to be recruited. The policy is for the Chairmen of the Board to be paid higher fees
than the other directors in recognition of the more onerous role. The Remuneration policy is to review the
director’s fee rates from time to time, benchmarking the fees against comparable organisations and
appointments, although such review will not necessarily result in any change. Due to the nature of the Company,
there are no full time employees and therefore the requirement to consider the percentage change in
remuneration of all employees when determining the Directors’ remuneration is not considered to be relevant.
The directors have agreements with the company that may be terminated on one year’s notice. In accordance with
the Articles of Association each director retires from office at the third annual general meeting after the annual
general meeting at which he was last elected. A retiring director is eligible for re-election
52
ASSOCIATED BRITISH ENGINEERING PLC
DIRECTORS’ REMUNERATION REPORT (Continued)
A Director may resign by notice in writing to the Board at any time giving one month’s notice. None of the
Directors are entitled to compensation payable upon early termination of their arrangements other than in
respect of any unexpired notice period.
In accordance with the reporting requirements of Large and Medium sized Companies (accounts and Reports)
(Amendment) Regulations 2014, an Ordinary resolution for the approval of the remuneration policy of the
Company to remain in force for a three-period period, was put to the members of the Annual General Meeting
and was effective from that date.
DIRECTORS’
REMUNERATION
–
SINGLE
FIGURE
TABLE
(AUDITED)
30
Sep
30
Sep
2024
Total
£’000
2023
Total
£’000
Mr R Pearce Gould
Mr C Weinberg
-
-
-
-
-
-
The amounts above all relate to directors fees and represent the total remuneration of the company’s directors
but excludes fees of £675 (2023: £4,175) for secretarial and financial services (in 2023 this included a fee for
achieving the VAT registration) and £5,000 for preparation of the accounts (excluding VAT) (2023: £5,000) paid
by the Group to Cambridge Corporate Consultants Limited, a company in which Mr Pearce Gould is a director
and has a beneficial interest.
This section of the report is subject to approval by a simple majority of shareholders at the AGM in 2025, as in
previous periods.
Statement of Voting at the Annual General Meeting (AGM)
The 2023 Remuneration Report was presented to the AGM on 28 March 2024 and received shareholder
approval following a vote on a show of hands. Less than 3% of ordinary shareholders who filled in proxy forms
and/or cast their voted against any of the Resolutions. The proxy forms returned contained no explanation for
the votes against any of the resolutions.
Total Shareholder Return (TSR)
See notes below
Source: Yahoo UK finance
54
ASSOCIATED BRITIS ENGINEERING PLC
DIRECTORS, REGISTERED OFFICE AND ADVISERS
The Board comprises two directors:
COLIN WEINBERG (74) became a non-executive director on 10 November 2003. He was a member of the
London Stock Exchange from 1980 to 1987 and was admitted to fellowship of the Securities Institute in 1995.
He was previously a non-executive director of Peckham Building Society.
RUPERT PEARCE GOULD (73) was appointed as non-executive director on 18 September 2016. Rupert has
a degree in engineering and has served as an executive director and chairman in both the public and private
sector. He is also a retired chartered accountant and a regulated corporate financier. He was chairman of BPE
from 2000 to 2020.
SECRETARY & REGISTERED OFFICE
61-65 Church Street
Harston
Cambridge
CB22 7NP
rpg@cmc-group.co.uk
BANKERS
The Royal Bank of Scotland plc
Glasgow Cardonald Branch
2139 Paisley Road West
Glasgow
G52 3JW
AUDITOR
CORPORATE ADVISERS
Bright Grahame Murray
Beaumont Cornish Limited
Emperor’s Gate
114a Cromwell Road
Kensington
London
SW7 6AG
2nd Floor
Bowman House
29 Wilson Street
London
EC2M 2SJ
REGISTRARS
SOLICITORS
Computershare Investor Services plc
Harrison Clark Rickerbys Limited
The Pavilions
50-60 Station Road
Bridgewater Road
Cambridge
Bristol
CB1 2JH
BS13 8AE
webcorres@computershare.co.uk