REG - Amcomri Group PLC - Final Results, Analyst Briefing & Investor Pres
20/05/2025 07:00
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RNS Number : 2981J Amcomri Group PLC 20 May 2025
20 May 2025
Amcomri Group plc
("Amcomri", the "Company" or the "Group")
Final Results
Analyst Briefing & Investor Presentation
Record revenues, profit and margin prove growth model
Amcomri Group plc (AIM: AMCO), the "Buy, Improve, Build" UK focused,
specialist engineering services and industrial manufacturing group, announces
its Final Results for the 12 months ending 31 December 2024 ("FY24").
This was a pivotal period for the Company, culminating in its successful £12m
fundraising and IPO on AIM in December 2024. With a proven acquisitive and
organic growth strategy, the profitable and cash generative Group has a strong
track record of value enhancing acquisitions of niche, mature and proven SMEs
in the engineering and manufacturing sectors.
Financial Highlights
· Revenue increased by 23.4% to £58.1m (2023: £47.0m)
· Gross margin improved to 36.4% (2023: 32.2%)
· Adjusted EBITDA increased by 33.3% to £7.7m (2023: £5.8m)
· Net assets of £20.4m at 31 December 2024 (2023: £9.5m)
· Net debt (including deferred and contingent consideration payable)
of £6.1m at 31 December 2024
· Cash balances of £12.1m at 31 December 2024 (2023: £4.0m)
Operational Highlights
· Successful IPO on AIM raising £12m in December 2024 - providing
the platform for the next stage of profitable growth
· Delivery of a further three acquisitions in the year, core and
aligned to the growth strategy, broadening the Group's offering
· Continued to build a high-performing and experienced team capable
of delivering sustained value creation
· Positioned the Group to further capitalise on the significant
growth it has delivered in its chosen specialist industrial sectors
Post Year End Highlights
· Completed the acquisition of EMC Elite Engineering Services Ltd, an
established and proven sector specialist, adding new and highly technical
capabilities to the Group with further potential for expansion and synergies
· Trading in FY25 has started well and is in line with expectations
Commenting on the results and outlook, Hugh Whitcomb, Co-Founder and CEO of
Amcomri, said:
"The successful IPO concluded another record year for the Group and provides
us with substantial foundations to deliver further progressive growth over the
coming years. Our established 'Buy, Improve, Build' strategy delivered further
strong profit, revenue and margin gains during FY24, and continues to provide
significant scope for continued organic and acquisitive growth.
"Amcomri's strong balance sheet, resilient end markets, operational
enhancements and intra-Group initiatives, underpin management's confidence in
meeting market expectations for the current year, which continue to build on
our successes of FY24. We have a healthy pipeline of prospective acquisitions
which will allow us to deliver upon our strategy."
Analyst Briefing: 9.30 a.m. today, Tuesday 20 May
An online briefing for analysts will be hosted by Hugh Whitcomb, Chief
Executive Officer, Mark O'Neill, Investment Director, and Siobhán Tyrrell,
Chief Financial Officer, at 9.30 a.m. today, Tuesday 20 May, to review the
FY24 final results and prospects. Analysts wishing to attend should contact
Walbrook PR on Amcomri@walbrookpr.com (mailto:Amcomri@walbrookpr.com) or 020
7933 8780.
Investor Presentation: 2.00 p.m. - Wednesday 21 May 2025
The Directors will hold an investor presentation to cover the FY24 results and
prospects at 2.00 p.m. on Wednesday 21 May 2025.
The presentation will be hosted through the digital platform Engage Investor.
Investors can sign up to attend the presentation via the following link
https://engageinvestor.news/AMCO_IP25 (https://engageinvestor.news/AMCO_IP25)
.
Questions can be submitted pre-event or in real time during the presentation
via the "Ask a Question" function, alternatively by submitting
to Amcomri@walbrookpr.com (mailto:Amcomri@walbrookpr.com) .
Certain of the information contained within this announcement is deemed by the
Company to constitute inside information as stipulated under the UK version of
the EU Market Abuse Regulation (2014/596) which is part of UK law by virtue of
the European Union (Withdrawal) Act 2018, as amended and supplemented from
time to time.
Enquiries:
Amcomri Group plc Via Walbrook
Hugh Whitcomb, Chief Executive Officer Tel: +44 (0)20 7933 8780
Mark O'Neill, Investment Director
Siobhán Tyrrell, Chief Financial Officer
Cavendish Capital Markets Limited Tel: +44 (0)20 7220 0500
Adrian Hadden/Katy Birkin/Isaac Hooper - Corporate Finance
Michael Johnson/Jasper Berry - Sales
Andrew Burdis/Jamie Anderson - ECM
Walbrook PR Ltd Tel: +44 (0)20 7933 8780
Tom Cooper / Nick Rome amcomri@walbrookpr.com (mailto:amcomri@walbrookpr.com)
To find out more, please visit: www.amcomrigroup.com
(http://www.amcomrigroup.com)
Notes to Editors:
Amcomri is a "Buy, Improve, Build" group focusing on acquiring, integrating
and enhancing specialist engineering services and industrial manufacturing
businesses that provide technical services to major UK infrastructure,
transportation and energy companies and bespoke mission-critical services to a
diverse range of sectors and markets.
The Group currently operates through the following two divisions:
(i) Embedded Engineering Division: provides specialist technical and
engineering services for major industrial, infrastructure and transportation
clients, typically with complex technical needs and undertaken in operating
environments where safety and compliance performance are critical
requirements. The division predominantly provides engineering services and
support for their clients' capital intensive, mission-critical assets such as
high voltage electrical transmission systems, petrochemical and continuous
process operations, and large power generation plants.
(ii) B2B Manufacturing Division: focuses on selective niche B2B markets or
businesses, where the Group has identified an opportunity to achieve enhanced
financial performance by leveraging an initially strong competitive market
position combined with the Group's business improvement capabilities.
The Group operates across a diverse range of sectors and markets, including
industrial, infrastructure and mass transportation. The Group deploys a
structured "Buy, Improve, Build" strategy with a track record of value
enhancing acquisitions in the industrial environment. It has a particular
focus on leveraging the Group's experience and track record in relation to
acquisitions arising from owner manager 'retirement' situations, where there
are no, or limited, alternative plans for succession to sustain the enterprise
value present within the target business.
The Group has been created through a series of 17 successful acquisitions,
comprising the acquisition of 13 operating companies and 4 bolt-on
asset/business purchases, each of which has been integrated into the Group.
The Group's businesses have grown organically and are well placed to take
advantage of the positive opportunities that exist in their respective end
markets. This strategic approach has delivered compound annual Group revenue
growth of 48.8 per cent. between FY21 and FY23.
Chair's Statement
Our admission to AIM marks the beginning of an exciting new chapter, providing
a dynamic platform to accelerate our growth strategy, driven by our agile and
talented team, to capture and execute opportunities that deliver lasting value
for our stakeholders.
The Group was admitted to trading on AIM on 20 December 2024 and we would like
to thank all of our shareholders for their support in achieving this
transformative milestone, which marks the beginning of an exciting new chapter
for Amcomri Group plc.
Sincere thanks are extended to the executive team of Amcomri for their
exceptional efforts in driving the organisational and operational change that
led to our successful IPO.
Amcomri is a specialist engineering services and industrial manufacturing
business that operates a 'Buy, Improve, Build' model focused on acquiring,
integrating and enhancing businesses that provide technical services and
bespoke mission-critical services to a diverse range of sectors and markets.
Our mission is to identify, acquire, and integrate businesses that align with
our disciplined investment criteria, combining entrepreneurial agility with
rigorous due diligence and post-deal integration, to enable delivery of strong
growth and performance.
Since its inception, the Group has achieved rapid growth and continues to
pursue ambitious, yet attainable, value accretive outcomes.
The Group has a substantial track record of identifying and acquiring SMEs in
the technical engineering sector where there are opportunities to
significantly improve performance and achieve a strong return on investment.
The Group was formally established in 2020 and as at 31 December 2024 had
grown to 12 operating businesses delivering £58.1m of revenue, adjusted
EBITDA of £7.7m and operating profit of £3.9m, as presented in this annual
report.
The Group's admission to AIM serves to validate our vision and growth
strategy, strengthening our platform for continued expansion through greater
access to capital and enhanced visibility in the market.
The current macroeconomic headwinds present a significant challenge for
businesses globally, but the diversity of the Group, alongside providing
essential services with high barriers to entry, provides an effective hedge
against the impact of these external factors on the performance of the Group.
The diligent, entrepreneurial and energetic approach of our talented team
across the Group is central to its ongoing success and the Board extends its
appreciation for their many continuing achievements.
The Board has adopted the QCA Corporate Governance Code. This represents a
robust corporate governance framework that is appropriate to the size and
nature of the Group. Transparency and integrity lie at the heart of our
entrepreneurial and agile approach, with robust controls and oversight to
support positive outcomes.
As we look to the future, we remain committed to disciplined growth, strong
governance, and transparent communication with all our stakeholders.
Post year end, the Group completed the acquisition of EMC Elite Engineering
Services Ltd, adding a new and highly synergistic capability to the Group.
The pipeline for acquisitions remains strong and the opportunities for organic
growth are both substantial and actively being realised.
We look forward to keeping all our stakeholders informed as we progress on
this well-defined strategic journey to deliver meaningful value creation,
leveraging our solid foundation and the confidence of the public markets.
Thank you for your continued support.
Tanya Raynes
Chair
Chief Executive Officer's Review
I am delighted to be able to present a further successive year of record
results for Amcomri, based on a sound and resilient strategy that has been
further strengthened by our successful IPO in December 2024.
The successful IPO of the Group on the AIM market in December 2024 provided a
fitting highlight to another year of significant positive revenue and earnings
growth achieved by the Amcomri team. The Group has now been provided with
further substantial resources to continue to build on the prior success of its
now proven 'Buy, Improve, Build' strategy, focused on specialist UK industrial
markets. With the acquisitions delivered by our team in 2024, the Group
completed the year with 12 autonomous operating companies in its two operating
divisions, delivering consolidated revenue of £58.1m. The Group entered 2025
with a strong acquisition pipeline, sound market positioning, and solid
organic growth prospects in its operating companies. Amcomri is exceptionally
well positioned to continue its progressive and controlled development in 2025
and beyond.
Operating Divisions
Our two operating divisions and their operating companies have continued to
perform strongly in their chosen market sectors during the year.
Our Embedded Engineering division provides specialist technical services and
support to often mission critical power, petrochemical and process customers,
and continues to see a high demand for its services driven by compliance,
maintenance and performance or life extension upgrades of often ageing,
capital intensive facilities. These underlying market drivers have delivered
record revenue performance for our valves business in the year as many key
customers undertake substantial maintenance shutdowns. Similarly, our rail
focused businesses continue to see strong demand for their services as ageing
rail rolling stock drives an increasing demand for upgrading and refurbishment
of both electronic control and power electronics systems to ensure compliance
and service reliability is maintained for the operators.
Rail network electrification infrastructure and upgrading projects continued
to drive performance in our high voltage (HV) engineering business during the
year, although the change of UK Government mid 2024 has generated some
uncertainty over the timing of the next phase of previously anticipated rail
infrastructure upgrade projects into 2025 and beyond. In common with other
specialist technical service providers to this sector, we await further
directional guidance. In the meantime, existing maintenance service and other
HV system markets, including data centres, provide alternative HV engineering
market extension opportunities.
The production electronics equipment market saw a reduction in demand for
larger capital machine purchases, after a very strong post Covid supply chain
uplift in 2023. However, the demand for technical service and calibration on
the installed machine base continues to progressively build, despite a lower
but more historically normalised, post pandemic, activity level in the new
equipment sales area.
Our B2B Manufacturing Division has an established, well distributed,
relatively stable end market base covering civil and military aviation
components, subsea, defence, power and process sectors and specialist printing
for the industrial and packaging industries.
With the addition of the Drurys and Claro precision engineering companies in
2024, we extended our coverage to include selected defence, aerospace, and
subsea markets, the latter showing particularly strong growth prospects driven
by increased oceanographic monitoring requirements associated with climate
change.
Our specialist printing operations in Bex and Premier Limpet are more aligned
with wider UK industrial cyclical activity trends. However, with the benefit
of the Supreme Tapes acquisition, Premier Limpet has rapidly continued to
consolidate its strong market position in 2024 by adding water activated paper
tape to its product range to complement its established polymer tape-based
products.
The industrial seals, gasket and jointing market served by JA Harrison is
relatively mature and has continued to remain stable in the period, however,
one of the major global suppliers of specialist polymer materials announced
their intention to exit the PTFE product market by the end of 2025. This
market change in a niche material area provides a potentially significant
positive opportunity for JA Harrison which has significant experience of this
material, and this will be a key area of focus for the company in 2025.
Acquisition Pipeline
The Group's target acquisition market, focused on UK SME specialist industrial
businesses has remained strong over 2024. The strength of our pipeline of
strategically aligned prospects is driven by both end market activity and
increasingly a prospective vendor awareness of our interest and success in the
sector. We have acquired six 'off market' opportunities with vendor direct
approaches to the Group, since 2020.
Against our 'Buy, Improve, Build' strategy we successfully executed on three
acquisitions in the year; Drurys and Claro in March 2024, acquired at a
discounted entry point due to the accelerated nature of the acquisitions. In
addition, Premier Limpet completed a synergistic bolt-on with the acquisition
of Supreme Tapes in April 2024. In each case, ownership has been successfully
transitioned to the Group, and all three acquisitions have subsequently seen
progressive improvements in key performance metrics. We remain confident that
all three will continue to build on the excellent start they have made under
our ownership into 2025.
Having acquired, integrated and transitioned ownership of these three
companies in 2024, we were delighted to be able complete a further synergistic
addition to our Embedded Engineering Division in April 2025, EMC Elite
Engineering. EMC brings to the Group extensive complementary experience of
delivering high-quality maintenance and project engineering in the UK power
generation, process and aggregate industry sectors.
Having now completed 17 acquisitions to date, the Amcomri team has significant
experience sourcing transactions across its target industries allied with an
established process and industry expertise, to continue with our acquisitive
strategy.
Health, Safety, and ESG Commitment
Whilst the Group's safety performance metrics continue to be significantly
better than comparable industrial sector averages in both of its operating
divisions, regrettably the Group had 2 RLTA accidents in the year. The Board
is committed to continuous improvement with respect to improving these metrics
further across all of its operations and businesses.
As we enter 2025 this will continue to be a core focus for the Group,
implemented via a comprehensive Health and Safety action plan that includes
specialist third party audit, tracking and support across all operating
companies. This will be supported by further progressive prioritised
investment in Health and Safety improvement projects in our businesses.
In line with the Group's commitment to continuous improvement in ESG, two
senior members of the Group team completed ESG training, and are now leading
ESG data and process improvement facilitation in our operating companies. See
our Sustainability Report for further details.
Outlook for 2025
The Group and its experienced management teams continued to focus on
structured commercial development and operational performance improvements as
key pillars of its strategy deployment in both operating divisions.
In the B2B Manufacturing Division, our Premier Limpet tapes business saw
further significant benefits from its business improvement plan, driven by a
series of structured internal production improvements and commercial service
initiatives. We anticipate further progressive improvement in 2025 in this
business with the continued roll out of specific improvement projects
supported by selective investment in new advanced print machine technology and
up-grading of existing machinery.
The rapidly executed acquisitions of Drurys and Claro in March 2024, allowed
these two businesses which were previously part of a distressed group, to be
quickly stabilised and returned to high standards of customer performance
within a very short timeframe. In Claro, restoration of customer confidence
and subsequent rapid volume uplifts supported investment in further capacity
in late 2024, significantly ahead of the original post-acquisition plan. With
operational performance restored and capacity added, pleasingly both Drurys
and Claro have since seen significant performance improvements under our
ownership. As we exit the year into 2025 both stand to further benefit from
increasingly strong forward order positions in their respective markets during
the year.
Our Embedded Engineering (EE) operations have succeeded in overcoming several
operational challenges in the year, mainly related to rising customer activity
levels. Both Blundell and TP Matrix have continued to successfully align
capacity and demand for their services by recruiting experienced electronics
technicians and engineers for their service and overhaul activities. Our
process and power sector EE businesses have managed significant customer
seasonal work peaks associated with plant shutdowns in the year, supported by
quality sub contract resources to assist with site based works where
appropriate.
People Development
The Group entered 2024 with a significant number of key positions to recruit,
arising from its rapid expansion through acquisition, extension of its
existing activities and planned retirements carried over from the prior year.
Through 2024, 14 sector experienced and talented senior team members were
successfully recruited into both our operating Divisions and at Group level.
In our drive to further develop our internal team's capability and expertise,
and to progressively provide internal career progression opportunities, in
2024 we established a programme to facilitate leadership and management
development within our operating companies. Through the combination of
internal development programmes and recruitment in 2024, we enter 2025 fully
resourced to deliver our 2025 Group objectives and operational plan.
In parallel, we continue to expand our apprenticeship programme within the
Group operating companies, with 14 apprentices now employed across the Group
in formal schemes at the end of the year.
Highlights and Outlook
2024 was a year of strong financial performance, with both organic and
acquired growth contributing to improved profitability and scale. Consolidated
revenue rose to £58.1m, reflecting increasing demand across both divisions
and the positive impact of acquisitions. Adjusted EBITDA increased by 35.9% to
£7.7m (2023: £5.8m). Operating cash flow was £6.8m, reflecting continued
discipline in working capital management and stable operating cash flows
across the operating companies. The Group enters 2025 with a solid financial
position, bolstered by the placing proceeds from the IPO.
In addition to our acquisition strategy, progressive earnings growth, arising
from both individual operating company development and by leveraging
synergistic opportunities between our operating businesses, is a key element
of the Group strategy.
Looking ahead, the Group remains focused on delivering its proven growth
model, combining resilient, service-led businesses with operational
improvements and strategic acquisitions. Supported by a strong market
position, experienced leadership, and clear strategic priorities, the Group is
well placed to continue delivering value in 2025 and beyond.
Hugh Whitcomb
Chief Executive
Chief Financial Officer's Review
I am pleased to present the financial review for the year ended 31 December
2024. The Group has delivered a strong performance against a backdrop of
ongoing macroeconomic uncertainty, underpinned by disciplined cost control,
robust cash management, and continued strategic investment to support
long-term growth.
2024 was a positive year for the Group. Significant improvements were made
across a number of the Group Companies, along with continued disciplined and
opportunistic acquisitions being made with Drurys Engineering Limited and
Claro Precision Engineering Limited being added to the Group in March 2024,
all while completing a successful IPO process. These achievements took place
against a backdrop of challenging external factors, marked by rising costs,
and general economic uncertainty.
The Group saw continued revenue growth across both divisions, improved profit
margins and completion of a capital raise and admission to the AIM Market of
the London Stock Exchange. This has strengthened our balance sheet and ensures
we have the resources required to continue the Group's strategy of identifying
and acquiring, niche and mature SME engineering and manufacturing businesses,
that provide an opportunity for the Group to use its extensive operational and
engineering expertise to achieve progressive earnings growth.
Financial Performance
Revenue
Group revenues increased from £47.0m in 2023 to £58.1m in 2024, an increase
of 23.4%. Across the Group's two divisions, Embedded Engineering revenues rose
by £2.0m to £25.7m, and B2B Manufacturing revenues rose by £9.1m to
£32.4m, mainly driven from the acquisitions of Drurys and Claro during the
year.
Gross Margin
During 2024, gross margin improved 4.2% to 36.4% (2023: 32.2%). Most of the
gross margin improvement was driven by higher margin performance within our
operating companies.
Operating Expenses
Operating expenses increased in the year. Staff costs are the largest
component of overheads, reaching £9.1m in 2024 (2023: £6.2m). The
acquisitions of Drurys and Claro added to total overheads alongside
investments in the Group cost base to support future growth.
Adjusted EBITDA
Adjusted EBITDA increased by £1.9m to £7.7m. Adjusted EBITDA growth was
driven by a full year contribution from WJPS alongside the acquisitions of
Drurys and Claro and improved trading across a number of the operating
companies, particularly Premier Limpet and TP Matrix.
Profit
The Group reported an operating profit of £3.9m (2023: 3.0m), with statutory
profit before tax of £1.7m (2023: £1.4m).
Finance costs
Interest paid increased by £0.6m to £2.2m in the year due to the increased
costs associated with additional borrowing used to facilitate the acquisition
of Drurys and Claro, and the full year impact of borrowings used to acquire
WJPS.
Exceptional items
Exceptional items include a payment to Rockpool Acquisitions PLC to refund
various costs in relation to an aborted reverse takeover of Amcomri Group.
Additional IPO related costs of £1.4m were incurred and have been included in
exceptional costs in the year to 31 December 2024.
Earnings per share
The Group incurred £0.2m non-recurring reorganisation costs in 2023, £1.8m
of IPO related professional fees in 2024. These exceptional expenses decreased
the basic earnings per share growth to 10%. The adjusted earnings per share
(adding back the exceptional expenses net of tax) increased by 116% to 8.2
pence.
Cash Flow and Balance Sheet
We continue to maintain a prudent capital structure, with a focus on
liquidity, flexibility and positive cashflow management. The Group maintained
a strong cash position, with net cash of £12.1m at year-end (2023: £4.0m).
This increase is largely related to funds raised at the IPO. Operating cash
flow was £6.6m, reflecting continued discipline in working capital management
and stable operating cash flows across the Group operating companies.
Cash expensed on the acquisition of subsidiaries in the year amounted to
£1.3m, relating to the purchase of the trade and assets of Drurys and Claro
in March 2024, together with the assets of Supreme Tapes, which was acquired
as a bolt on to Premier Limpet in April 2024.
The Group's total assets include £17.3m (2023: £17.7m) of intangible assets,
of which £10.5m (2023: £10.5m) relates to goodwill arising from past
acquisitions. Goodwill is tested annually for impairment, or more frequently
if there are indicators of potential impairment. No impairment was recorded
during the year, as each cash-generating unit continues to perform in line
with management expectations.
Other intangible assets also include capitalised development costs and
software costs. We continue to invest in innovation and digital infrastructure
and systems, and where appropriate, development costs meeting the recognition
criteria under IAS 38 have been capitalised to reflect their future economic
benefit.
As at the end of the year, the Group's net debt (including all fixed and
contingent deferred consideration) stood at £6.1m, compared to £15.7m at the
end of 2023. We remain confident in our ability to manage this position
prudently, with robust cash flow management and strong financial discipline.
Our debt remains well within the Group's covenant limits and is primarily
long-term, with a maturity profile that aligns with our growth strategy.
We are committed to maintaining a conservative approach to debt, ensuring that
any borrowings are used to fuel long-term, value-accretive initiatives. The
Group continues to evaluate opportunities and acquisitions to optimise our
capital structure, including exploring avenues for refinancing or additional
facilities to fund strategic growth while maintaining a conservative leverage
position.
Employees
We are pleased to report a year-on-year increase in employee numbers,
reflecting our continued growth. Our workforce grew by 22%, with headcount
reaching 365 at year-end (2023: 300). This expansion strengthens our
operational capacity and underlines our ongoing commitment to investing in
talent. We remain focused on fostering a supportive, diverse, and
high-performing culture, and continue to prioritise learning, development and
wellbeing across the Group.
We have implemented a Long Term Incentive Plan (LTIP) for key employees.
Awards under the LTIP are designed to align awards are designed to align the
interests of our employees with those of our shareholders, ensuring a focus on
long-term value creation. As at year end the value of share options granted
was £0.5m. The LTIP will be an important part of our retention and motivation
strategy, contributing to a more engaged workforce.
Dividends
As an AIM-quoted company focused on reinvesting for growth, the Group does not
currently operate a formal dividend policy and has not declared a dividend for
the financial year. The Board believes that retaining earnings to support
strategic initiatives and operational investment is in the best interests of
shareholders at this stage of the Group's development. The dividend policy
remains under review and will evolve in line with the Group's growth,
profitability and capital requirements.
Risk Management and Going Concern
We continue to maintain a proactive approach to risk management, ensuring our
financial controls and reporting frameworks remain robust. The Board has
reviewed the Group's cash flow forecasts and sensitivities and is satisfied
the Group has adequate resources to continue as a going concern.
Governance and ESG Reporting
Although we are not currently required to report under the Task Force on
Climate-related Financial Disclosures (TCFD), we recognise the importance of
climate-related transparency and have begun taking steps to align with TCFD
principles on a voluntary basis. This includes emissions monitoring, and
improved climate risk integration into our strategic planning. We also remain
alert to developments regarding the International Sustainability Standards
Board (ISSB) and intend to move towards compliance when appropriate.
Outlook
Looking ahead, while we remain mindful of the external headwinds and market
volatility, we are confident in the resilience of our business model. The
Group entered 2025 with a strong balance sheet, a healthy pipeline of
opportunities and continued focus on value creation for all stakeholders. The
acquisition of EMC Elite Engineering in March 2025 illustrates the
availability of suitable attractive acquisition targets of the Group.
I would like to thank the finance team and colleagues across the Group for
their continued dedication and contribution throughout the year.
Siobhán Tyrrell
Chief Financial Officer
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2024
Year ended Year ended
31 December 31 December
2024 2023
Note £'000 £'000
Revenue 4 58,066 47,045
Cost of sales (36,903) (31,874)
Gross profit 21,163 15,171
Distribution costs 10 (566) (500)
Administrative expenses 10 (15,818) (11,577)
Other operating income 5 72 90
Other income 22 592 -
Exceptional items 10 (1,574) (221)
Operating profit 3,869 2,963
Finance income 8 14 15
Finance expense 9 (2,208) (1,534)
Profit before taxation 1,675 1,444
Corporation tax expense 12 (636) (583)
Profit attributable to continuing activities 1,039 861
Profit for the year attributable to:
Non-controlling interest (9) (89)
Owners of the parent 1,048 950
1,039 861
Earnings per share pence pence
Basic earnings per share from continuing operations 24 3.50 3.18
Adjusted earnings per share 24 8.09 3.74
There is no other comprehensive income in the period ended 31 December 2024
(2023: Nil). All results are from continuing operations.
The accompanying notes form an integral part of these consolidated financial
statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2024
31 December 31 December
2024 2023
Note £'000 £'000
Non-current assets
Goodwill 13 10,545 10,536
Intangible assets 13 6,784 7,123
Property, plant and equipment 14 7,139 4,854
Right-of-use assets 15 4,235 3,351
28,703 25,864
Current assets
Inventories 16 6,776 4,739
Trade and other receivables 17 11,568 10,356
Cash and cash equivalents 18 12,077 4,043
30,421 19,138
Total assets 59,124 45,002
Equity
Share capital 23 718 -
Share premium 16,773 6,622
Retained earnings 3,089 2,037
Equity attributable to owners of the parent 20,580 8,659
Minority interest (167) 871
Total equity 20,413 9,530
Non-current liabilities
Trade and other payables 19 1,629 2,718
Borrowings 20 9,516 11,030
Lease liabilities 15 4,822 2,955
Provisions 21 75 127
Deferred tax 21 1,929 2,084
Amounts due to related parties 27 700 1,971
18,671 20,885
Current liabilities
Trade and other payables 19 13,494 9,483
Corporation tax 592 690
Lease liabilities 15 1,267 843
Borrowings 20 4,687 3,571
20,040 14,587
Total liabilities 38,711 35,472
Total equity and liabilities 59,124 45,002
The financial statements were approved and authorised for issue by the board
of directors on 19 May 2025 and were signed on its behalf by:
Hugh Whitcomb
Director
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2024
Share Share Retained Non-controlling
capital premium earnings interest Total
£'000 £'000 £'000 £'000 £'000
As at 1 January 2023 - - 2,509 842 3,351
Profit for the year - - 950 (89) 861
Issue of share capital - 6,622 (1,422) - 5,200
Other movement in the year - - - 118 118
As at 31 December 2023 - 6,622 2,037 871 9,530
As at 1 January 2024 - 6,622 2,037 871 9,530
Profit for the year - - 1,048 (9) 1,039
Issue of share capital 718 10,151 - - 10,869
Other movement in the year - - 4 (1,029) (1,025)
As at 31 December 2024 718 16,773 3,089 (167) 20,413
CONSOLIDATED STATEMENT OF CASHFLOWS
For the year ended 31 December 2024
Year ended Year ended
31 December 31 December
2024 2023
Note £'000 £'000
Operating activities
Profit for the year 1,039 861
Adjustment for:
- Taxation charge 12 636 583
- Depreciation 14,15 1,555 1,160
- Amortisation 13 406 251
- Gain on bargain purchase (592) -
- Interest 9,10 2,194 1,519
Change in inventories (710) 3,429
Change in trade and other receivables 456 5,496
Change in trade and other payables 2,709 (2,126)
Corporation tax paid (888) (490)
Net cash inflow from operating activities 6,805 10,682
Investing activities
Purchase of tangible assets 13 (1,287) (348)
Purchase of intangible assets 14 (76) (137)
Acquisition of subsidiaries 22 (1,250) (11,823)
Interest received 8 14 15
Deferred consideration paid (961) (1,399)
Net cash used in investing activities (3,560) (13,692)
Financing activities
Share issue, net 10,813 5,200
Debt issue 20 1,093 4,395
Debt repayment 20 (2,929) (1,918)
Interest paid 9 (2,140) (1,137)
Movements in amounts due to related parties 26 (1,270) (629)
Lease payments 20 (778) (633)
Net cash from financing activities 4,789 5,278
Net change in cash and cash equivalents 8,034 2,268
Cash and cash equivalents at the start of year 4,043 1,775
Cash and cash equivalents at the end of year 12,077 4,043
NOTES TO THE GROUP FINANCIAL STATEMENTS
For the year ended 31 December 2024
1. General information
Amcomri Group plc is the ultimate parent company of the "Buy, Improve, Build"
UK focused specialist engineering services and industrial manufacturing group
of companies. Amcomri Group plc is incorporated and domiciled in the UK and
its registered office is 46/48 Beak Street, London, W1F 9RJ.
On 20 November 2024, Amcomri Group plc was re-registered from a private
limited company to a public limited company. Subsequently, on 20 December 2024
the Group announced the admission of its entire issued ordinary share capital
to trading on the AIM Market of the London Stock Exchange.
2. Material accounting policy information
2.1 Basis of preparation
The Group's consolidated financial statements have been prepared on a going
concern basis and under the historical cost convention.
Being quoted on the AIM Market of the London Stock Exchange, the Company has
prepared its consolidated financial statements in accordance with UK-adopted
international accounting standards ("IAS") and those parts of the Companies
Act 2006 that apply to companies reporting under UK-adopted IAS. Accordingly,
these financial statements have been prepared in accordance with the
accounting policies set out below which are based on the aforementioned
UK-adopted IAS and in effect at 31 December 2024. The accounting policies have
been consistently applied unless otherwise stated.
The Company has taken advantage of the exemption allowed under section 408 of
the Companies Act 2006 and has not presented its own Statement of
Comprehensive Income in these financial statements.
The preparation of financial statements in conformity with UK-adopted IAS
requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Group's
accounting policies. Details of the key estimates and judgements in these
financial statements have been detailed in note 3.
2.2 Basis of consolidation
The consolidated financial statements present the results of the Company and
its own subsidiaries ("the Group") as if they form a single entity.
Intercompany transactions and balances between group companies are therefore
eliminated in full. Amounts reported in the financial statements of
subsidiaries have been adjusted where necessary to ensure consistency with the
accounting policies adopted by the Group.
Profit or loss and other comprehensive income of subsidiaries acquired during
the year are recognised from the effective date of acquisition, as applicable.
Subsidiaries are all entities over which the Group has control. The Group
controls an entity when the Group is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect
those returns through its power over the entity. In assessing control, the
Group takes into consideration potential voting rights. The acquisition date
is the date on which control is transferred to the acquirer. Subsidiaries are
fully consolidated from the date on which control is transferred to the Group.
They are deconsolidated from the date that control ceases.
The Group attributes total comprehensive income or loss of subsidiaries
between the owners of the parent and the non‑controlling interests based on
their respective ownership interests.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses
arising from intra-group transactions, are eliminated. Unrealised gains
arising from transactions with equity-accounted investees are eliminated
against the investment to the extent of the Group's interest in the investee.
Unrealised losses are eliminated in the same way as unrealised gains, but only
to the extent that there is no evidence of impairment.
2.3 Adopted IFRS not yet applied
New accounting standards, amendments and interpretations
The accounting policies that follow are consistent with those of the previous
period, with the exception of the following standards, amendments and
interpretations which are effective for the year ended 31 December 2024:
• Classification of Liabilities as Current or Non-current
liabilities with covenants - Amendments to IAS 1;
• Lease Liability in Sale and Leaseback - Amendments to IFRS
16; and
• Supplier Finance Arrangements - Amendments to IAS 7 and
IFRS 7.
The amendments listed above are not considered to have a material impact on
the Consolidated Financial Statements of the Group.
The following new accounting standards and interpretations have been published
but are not mandatory for 31 December 2024:
• IFRS 18 Presentation and disclosure in the financial
statements;
• Amendments to IAS 21 - Lack of exchangeability; and
• Amendments to IFRS 9 and IFRS 7 - Amendments to the
classification and measurement of financial instruments.
These amendments have not been early adopted by the Group. The impact
assessment is ongoing, however it is expected that IFRS 18 will have a
significant impact on the presentation of the financial statements. The new
accounting standard does not impact the recognition and measurement of the
financial statements, however, it will significantly alter the income
statement and related disclosures. The Group is currently considering the
requirements of the new standard and the implications for the financial
statements. The initial view is that the following areas may be impacted.
• The line items presented in the income statement may change as
a result of revised aggregation and disaggregation of information. This will
also impact the disclosures in related notes.
• The presentation of the income statement, including the
allocation of results from our joint venture.
• There will also be significant new disclosures for Management
Performance Measures (MPM) and a breakdown of the nature of expenses for line
items presented in the income statement. This disclosure will be dependent on
the method of disclosure in the income statement.
• For the first annual period of application of IFRS 18 a
reconciliation will be provided between the amounts previously presented under
IAS 1 and the revised presentation under IFRS 18.
• Goodwill will be disaggregated from intangible assets on
the face of the Balance Sheet.
From initial review, the amendments to IAS 21, IFRS 9 and IFRS 7 are not
expected to have a material impact on the Group in the current or future
reporting periods.
2.4 Going concern
The directors, have a reasonable expectation that the Group has adequate
resources to continue operating as a going concern for the foreseeable future.
Having considered the Group's and the Company cash flow forecasts, current and
anticipated trading volumes, together with current and anticipated levels of
cash, debt and the availability of committed borrowing facilities, the
directors are satisfied that the Group and the Company have sufficient
resources to continue in operation for the foreseeable future, a period of at
least 12 months from the date of signing of these financial statements, and
accordingly, they continue to adopt the going concern basis in preparing the
Group and Company financial statements.
In reviewing the appropriateness of the going concern assumption, management
have prepared forecasts covering the going concern period, being a period of
at least 12 months from the approval of these financial statements. In making
this assessment, the directors' have considered a reasonable basis of
sensitivity incorporating a plausible downside scenario and the impact that
this may have on the projections for the Group and the Company in the going
concern period. The Directors' are satisfied that the Company and Group have
adequate cash resources available to meet the obligations of the Group and the
Company as they fall due in the going concern period.
2.5 Business combinations
The Group applies the acquisition method in accounting for business
combinations. The consideration transferred by the Group to obtain control of
a subsidiary is calculated as the sum of the acquisition-date fair values of
assets transferred, liabilities incurred, and the equity interests issued by
the Group, which includes the fair value of any asset or liability arising
from a contingent consideration arrangement. Acquisition costs are expensed as
incurred.
Consideration transferred as part of a business combination does not include
amounts related to the settlement of pre‑existing relationships. The gain or
loss on the settlement of any pre-existing relationship is recognised in
profit or loss.
Assets acquired and liabilities assumed are measured at their acquisition date
fair values.
2.6 Functional and presentation currency
These financial statements are presented in pound sterling, which is the
Group's functional currency. All amounts have been rounded to the nearest
thousand, unless otherwise indicated.
2.7 Revenue
Revenue arises mainly from the sale of goods and servicing income.
To determine whether to recognise revenue, the Group follows the below
process:
• Identifying the contract with a customer
• Identifying the performance obligations
• Determining the transaction price
• Allocating the transaction price to the performance
obligations, and then
• Recognising revenue when/as performance obligation(s) are
satisfied.
The Group often enters into customer contracts to supply a bundle of products
and services. The contract is then assessed to determine whether it contains a
single combined performance obligation or multiple performance obligations. If
applicable the total transaction price is allocated amongst the various
performance obligations based on their relative stand-alone selling prices.
The transaction price for a contract excludes any amounts collected on behalf
of third parties.
Revenue is recognised either at a point in time or over time, when (or as) the
Group satisfies performance obligations by transferring the promised goods or
services to its customers.
The Group recognises contract liabilities for consideration received in
respect of unsatisfied performance obligations and reports these amounts as
other liabilities in its consolidated statement of financial position.
Similarly, if the Group satisfies a performance obligation before it receives
the consideration, the Group recognises either a contract asset or a
receivable in its consolidated statement of financial position, depending on
whether something other than the passage of time is required before the
consideration is due.
Sale of goods
Revenue from the sale of goods is recognised at the point in time when the
customer obtains control of the goods which is based on the delivery terms of
the contract. Revenue is recognised over time using the input method in case
of longer term contracts or where the performance obligation is satisfied over
time.
Rendering of services
Turnover from a contract to provide services is recognised in line with the
performance obligations specified in the customer contract. Revenue is
recognised as follows:
• where a contractual right to receive payment exists, revenue is
recognised over the period services are provided using the percentage of
completion method, based on the input method using time spent; and
• where no contractual right to receive payment exists, revenue
is recognised upon completion of each separate obligation, which is typically
when services are complete.
Segmental reporting
The Group's activities are predominantly in specialist maintenance, overhaul
and services to safety critical energy, process and rail markets, and
production equipment and printing services to the electronic and electrical
markets. The Group operates two main operating segments: Embedded engineering
and B2B manufacturing.
Operating segments are reported in a manner consistent with internal reporting
provided to the Directors, who are responsible for allocating and assessing
performance of the operating segments.
2.8 Finance income and expense
Interest income is recognised as profit or loss using the effective interest
method.
Borrowing costs are charged to profit or loss over the term of the debt using
the effective interest method so that the amount charged is at a constant rate
on the carrying amount. Issue costs are initially recognised as a reduction in
the proceeds of the associated capital instrument.
Borrowings are classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability for at least 12
months after the reporting date.
2.9 Other income
Other income is the gain recognised on acquisition in the year where the
consideration paid is less than the fair value of net assets acquired.
2.10 Operating costs
Operating expenses are recognised as profit or loss upon utilisation of the
service or as incurred. Operating costs include amounts presented as cost of
sales, distribution costs and administrative expenses.
2.11 Exceptional items
Exceptional items are disclosed separately in the statement of profit and loss
where it is necessary to do so to provide further understanding of the
financial performance of the Group. Exceptional items are items of one-off
income or expense that have been shown separately due to the significance of
their nature or amount. Exceptional items include professional fees related to
the Group's admission to the AIM Market of the London Stock Exchange, see note
10.
2.12 Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is
recognised in profit or loss except that a charge attributable to an item of
income and expense recognised as other comprehensive income or to an item
recognised directly in equity is also recognised in other comprehensive income
or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws
that have been enacted or substantively enacted by the reporting date in the
countries where the company and the group operate and generate income.
Deferred tax is provided on temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the amounts
used for taxation purposes. The following temporary differences are not
provided for:
• the initial recognition of assets or liabilities that affect
neither accounting nor taxable profit other than in a business combination;
and
• differences relating to investments in subsidiaries to the
extent that they will probably not reverse in the foreseeable future.
The amount of deferred tax provided is based on the expected manner of
realisation or settlement of the carrying amount of assets and liabilities,
using tax rates enacted or substantively enacted at the balance sheet date.
Deferred income tax assets are recognised to the extent that it is probable
that future taxable profit will be available against which the temporary
differences can be utilised.
2.13 Intangible assets
Goodwill
Goodwill represents the future economic benefits arising from a business
combination that are not individually identified and separately recognised.
Goodwill is carried at cost less accumulated impairment losses.
For the purposes of impairment testing, goodwill acquired in a business
combination is allocated to each of the cash generating units ("CGU's") that
is expected to benefit from the synergies of the combination. Assets are
grouped at the lowest level for which there are largely independent cash
inflows. Goodwill impairment reviews are undertaken annually. The carrying
value of goodwill is compared to the recoverable amount, which is the higher
of value in use and the fair value less costs of disposal. Any impairment is
recognised immediately as an expense and is not subsequently reversed.
Gains on bargain purchase are recognised in the consolidated comprehensive
income in the period to which it relates in full.
Customer relationships
Separately acquired customer relationships are accounted for at historic cost.
Customer relationships acquired in a business combination are recognised at
fair value at the acquisition date. Customer relationships have a finite
useful life and are carried at cost less accumulated amortisation.
Amortisation is calculated using the straight line method to allocate the cost
of customer relationships over their estimated useful lives of 20 years.
Computer software
Costs that are directly attributable to a project's development phase are
recognised as intangible assets, provided they meet all of the following
recognition requirements:
• the development costs can be measured reliably;
• the project is technically and commercially feasible;
• the Group intends to and has sufficient resources to
complete the project;
• the Group has the ability to use or sell the software; and
• the software will generate probable future economic
benefits.
Computer software is amortised over a period of 5 - 10 years.
2.14 Tangible fixed assets
Property, plant and equipment are stated at cost net of accumulated
depreciation and impairment losses. Costs include the original purchase price
of the assets and the costs attributable to bringing the assets to their
working condition for intended use.
Depreciation is recognised on a straight-line basis to write down the cost
less estimated residual value of buildings, IT equipment and other equipment.
The following useful lives are applied:
Freehold property 2%-10%
Plant and machinery 10%-25%
Motor vehicles 20%-33%
Fixtures and fittings 10%-25%
Gains or losses arising on the disposal of property, plant and equipment are
determined as the difference between the disposal proceeds and the carrying
amount of the assets and are recognised in profit or loss either within other
income or other expenses.
2.15 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost
includes all expenses directly attributable to the manufacturing process as
well as suitable portions of related production overheads, based on normal
operating capacity. Costs of ordinarily interchangeable items are assigned
using the first in, first out cost formula. Net realisable value is the
estimated selling price in the ordinary course of business less any directly
attributable selling expenses.
2.16 Trade receivables
Trade receivables are amounts due from customers for goods sold or services
rendered in the ordinary course of business. If collection is expected within
one year, they are classified as current assets. If not, they are classified
as non-current assets. Trade receivables are recognised initially at the
transaction price. They are subsequently measured at amortised cost using the
effective interest method, less provisions for impairment. The Group assesses
impairment based on the lifetime of credit loss.
2.17 Trade payables
Trade payables are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers. Accounts payable
are classified as current liabilities if payment is due within one year. If
not, they are presented as non current liabilities. Trade payables are
recognised initially at the transaction price and subsequently recognised at
amortised cost using the effective interest method.
2.18 Leases
Group as a lessee
The Group makes the use of leasing arrangements principally for the provision
of the manufacturing facilities, warehouses and related facilities, and IT
equipment and motor vehicles. The rental contracts for property are typically
negotiated for terms of between 3 and 50 years and some of these have
extension terms. Lease terms for fixtures & fittings and equipment and
motor vehicles have lease terms of between 6 months and 10 years without any
extension terms. The Group does not enter into sale and leaseback
arrangements. All the leases are negotiated on an individual basis and contain
a wide variety of different terms and conditions such as purchase options and
escalation clauses.
The Group assesses whether a contract is or contains a lease at inception of
the contract. A lease conveys the right to direct the use and obtain
substantially all of the economic benefits of an identified asset for a period
of time in exchange for consideration.
At lease commencement date, the Group recognises a right-of-use asset and a
lease liability in its Consolidated Statement of Financial Position. The
right-of-use asset is measured at cost, which is made up of the initial
measurement of the lease liability, any initial direct costs incurred by the
Group, an estimate of any costs to dismantle and remove the asset at the end
of the lease, and any lease payments made in advance of the lease commencement
date (net of any incentives received).
The Group depreciates the right-of-use asset on a straight-line basis from the
lease commencement date to the earlier of the end of the useful life of the
right-of-use asset or the end of the lease term. The Group also assesses the
right-of-use asset for impairment when such indicators exist.
At the commencement date, the Group measures the lease liability at the
present value of the lease payments unpaid at that date discounted by using
the rate implicit in the lease. If this rate cannot be readily determined, the
Company uses its incremental borrowing rate. The incremental borrowing rate is
the estimated rate that the Group would have to pay to borrow the same amount
over a similar term, and with similar security to obtain an asset of
equivalent value. This rate is adjusted should the lessee entity have a
different risk profile to that of the Group.
The lease liability is reassessed when there is a change in the lease
payments. Changes in lease payments arise from a change in the lease term or a
change in the assessment of an option to purchase a leased asset.
The Group has elected to account for short-term leases and leases of low-value
assets using the practical expedients. These leases relate to items of office
equipment such as desks, chairs, and certain IT equipment. Instead of
recognising a right-of-use asset and lease liability, the payments in relation
to these are recognised as an expense in profit or loss on a straight-line
basis over the lease term.
2.19 Cash and cash equivalents
Cash and cash equivalents comprise of cash on hand and demand deposits,
together with other short term, highly liquid investments maturing within 90
days from the date of acquisition that are readily convertible into known
amounts of cash and which are subject to an insignificant risk of changes in
value.
2.20 Provisions
Provisions are recognised when the Group has a present obligation (legal or
constructive) as a result of a past event, it is probable that the Group will
be required to settle the obligation, and a reliable estimate can be made of
the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration
required to settle the present obligation at the end of the reporting period,
taking into account the risks and uncertainties surrounding the obligation.
When a provision is measured using the cash flows estimated to settle the
present obligation, its carrying amount is the present value of those cash
flows (when the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are
expected to be recovered from a third party, a receivable is recognised as an
asset if it is virtually certain that reimbursement will be received, and the
amount of the receivable can be measured reliably. The provisions are tested
annually for impairment.
2.21 Financial instruments
Financial assets and financial liabilities are recognised when the Group
becomes a party to the contractual provisions of the financial instrument.
Financial assets are derecognised when the contractual rights to the cash
flows from the financial asset expire, or when the financial asset and
substantially all the risks and rewards are transferred. A financial
liability is derecognised when it is extinguished, discharged, cancelled or
expires.
Financial assets and financial liabilities are initially measured at fair
value. Transaction costs that are directly attributable to the acquisition or
issue of financial assets and financial liabilities (other than financial
assets and financial liabilities at fair value through profit or loss) are
added to or deducted from the fair value of the financial assets or financial
liabilities, as appropriate, on initial recognition. Transaction costs
directly attributable to the acquisition of financial assets or financial
liabilities at fair value through profit or loss are recognised immediately in
profit or loss.
Except for those trade receivables that do not contain a significant financing
component and are measured at the transaction price in accordance with IFRS
15, all financial assets are initially measured at fair value adjusted for
transaction costs (where applicable). Financial assets, other than those
designated and effective as hedging instruments, are classified into one of
the following categories:
• amortised cost
• fair value through profit or loss (FVTPL), or
• fair value through other comprehensive income (FVOCI).
In the periods presented the Group does not have any financial assets
categorised as FVOCI.
All revenue and expenses relating to financial assets that are recognised in
profit or loss are presented within finance costs, finance income or other
financial items, except for impairment of trade receivables which is presented
within other expenses.
IFRS 9's impairment requirements use forward-looking information to recognise
expected credit losses - the 'expected credit loss (ECL) model'. Instruments
within the scope of the requirements include loans and other debt-type
financial assets measured at amortised cost and FVOCI, trade receivables,
contract assets recognised and measured under IFRS 15 and loan commitments and
some financial guarantee contracts (for the issuer) that are not measured at
fair value through profit or loss.
The Group considers a broader range of information when assessing credit risk
and measuring expected credit losses, including past events, current
conditions, reasonable and supportable forecasts that affect the expected
collectability of the future cash flows of the instrument.
Offsetting
Financial assets and liabilities are offset, and the net amount reported in
the balance sheet when there is a legally enforceable right to offset the
recognised amounts and there is an intention to settle on a net basis. The
legally enforceable right must not be contingent on future events and must be
in the normal course of business.
2.22 Impairment of non-financial assets
Assets that are subject to amortisation are reviewed for impairment when
events or changes in circumstances indicate that the carrying amount may not
be recoverable. An impairment loss is recognised for the amount by which the
asset's carrying amount exceeds the recoverable amount. The recoverable amount
is the higher of an asset's fair value less costs of disposal and value in
use. In assessing the 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 risk specific to
the asset for which the estimate of future cash flows have not been adjusted.
An impairment loss is recognised immediately in the profit and loss account,
unless the relevant asset is carried at the revalued amount, in which case the
reversal of the impairment loss is treated as a revaluation increase. A
reversal of an impairment loss is recognised immediately in profit and loss,
unless the relevant asset is carried at the revalued amount, in which case
this reversal is taken to the revaluation reserve.
2.23 Dividends
Dividends are recognised when they become legally payable. In the case of
interim dividends to equity shareholders, this is when declared by the
directors. In the case of final dividends, this is when approved by the
shareholders at a monthly board meeting.
2.24 Non-controlling interests
For business combinations, the Group initially recognised any non-controlling
interest in the acquiree at the non‑controlling interest's proportionate
share of the acquiree's net assets.
The total comprehensive income of non-wholly owned subsidiaries is attributed
to owners of the parent and to the non-controlling interests in proportion to
their relative ownership interests.
2.25 Post-employment benefits and short-term employment benefits
Post-employment benefit plans
The Group provides post-employment benefits through various defined
contribution plans.
Defined contribution plans
The Group pays fixed contributions into independent entities in relation to
several retirement plans and insurances for individual employees. The Group
has no legal or constructive obligations to pay contributions in addition to
its fixed contributions, which are recognised as an expense in the period that
related employee services are received.
Short-term employee benefits
Short-term employee benefits, including holiday entitlement, are current
liabilities included in pension and other employee obligations, measured at
the undiscounted amount the Group expects to pay as a result of the unused
entitlement.
2.26 Investments
Investments in subsidiaries are shown at cost less impairment losses.
Investments are reviewed annually for impairment by comparing the carrying
value of the investment to the higher of the subsidiary Group's value in use
and fair value less costs to sell.
2.27 Borrowings
All borrowings are initially recorded at the amount of proceeds received, net
of transaction costs. Borrowings are subsequently carried at amortised cost,
with the difference between the proceeds, net of transaction costs, and the
amount due on redemption being recognised as a charge in the income statement
over the period of the borrowing. Interest expense is recognised on the basis
of the effective interest method and is included in finance costs. Borrowings
are classified as current liabilities unless the Group has an unconditional
right to defer settlement of the liability for at least 12 months after the
reporting date.
2.28 Share capital and reserves
Ordinary share capital
Ordinary shares are classified as equity. Equity instruments are measured at
the fair value of the cash or other resources received or receivable, net of
the direct costs of issuing equity instruments. If payable is deferred and the
time value of money is material, the initial measurement is on the present
value basis.
Share premium reserve
The share premium reserve represents the agreed value of the shares issued
above the nominal value. Any transaction costs associated with the issuing of
shares are deducted from the share premium, net of any related income tax
benefits.
Profit and loss reserve
The profit and loss reserves represent cumulative profit and loss reserves net
of distributions to owners.
Retained earnings
Retained earnings includes all current and prior period retained profits.
Share based payments
The company's share-based payments are recognised as equity settled
share-based payments as the employees will receive shares after the vesting
period. Share-based compensation is recognised as an expense in the
Consolidated Statement of Comprehensive Income with a corresponding credit to
retained equity and reserves. If vesting periods or other vesting conditions
apply, the expense is allocated over the vesting period, based on the best
available estimate of the number of share options expected to vest. Non-market
vesting conditions are included in assumptions about the number of share
options that are expected to become exercisable. For equity settled shares, a
fair value of the share option is established at the date the shares are
granted, and the cost is spread over the vesting period.
Other reserves
Other reserves include a merger reserve which was created as a result of
historic Group reorganisations.
2.29 Government grants
Grants from the government are recognised at their fair value where there is a
reasonable assurance that the grant will be received, and the Group will
comply with all attached conditions. Government grants relating to property,
plant and equipment are included in current and non-current liabilities as
deferred government grants and are credited to the profit or loss on a
straight-line basis over the expected useful economic lives of the related
assets.
3. Accounting estimates and judgements
In the application of the Group's accounting policies, the directors are
required to make judgements, estimates and assumptions about the carrying
amount of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual
results may differ from these estimates.
Estimates and the underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised where the revision affects only that period, or in the
period of the revision and future periods where it affects current and future
periods.
There are no material judgements made in applying the accounting policies of
the group.
Estimates made in applying the accounting policies of the group:
Revenue recognition - Group
For some of the Group's contracts with customers, estimates are required to
assess whether control is transferred to customers over time or at a point in
time, in accordance with IFRS 15. Where control over the specific performance
obligations is transferred over time estimates are required regarding the
progress towards completion. The Group measures certain contracts using the
input method, measuring progress based on costs incurred relative to total
expected costs. Contracts with specific performance obligations are measured
using the output method, where progress is based on milestones or outputs
achieved.
Business combinations - Group
Management uses various valuation techniques when determining the fair values
of certain assets and liabilities acquired in a business combination. In
particular, the fair value of contingent consideration is dependent on the
outcome of many variables including the acquirees' future profitability. In
making this assessment, management have used current performance, and
projected future performance to determine whether a liability has arisen.
Details of amounts recognised including the value of contingent consideration
is disclosed in note 22.
Leases - determination of the appropriate discount rate to measure lease
liabilities - Group
As noted above, the Group enters into leases with third-party landlords and as
a consequence, the rate implicit in the relevant lease is not readily
determinable. Therefore, the Group uses its incremental borrowing rate as the
discount rate for determining its lease liabilities at the lease commencement
date. The incremental borrowing rate is the rate of interest that the Group
would have to pay to borrow over similar terms which requires estimations when
no observable rates are available. The average discount rate used in the
calculation of lease liabilities is 5%.
The Group consults with its main bankers to determine what interest rate they
would expect to charge the Group to borrow money to purchase a similar asset
to that which is being leased. Details on the amounts recognised as
Right‑of‑use assets and Lease liabilities are disclosed in note 15.
Useful life of assets - Group
The annual depreciation charge depends primarily on the estimated lives of
each type of asset. The Directors annually review these asset lives and adjust
them as necessary to reflect the current thinking of remaining useful lives in
light of technological change, prospective economic utilisation and physical
condition of the assets concerned. Changes in asset lives can have a
significant impact on depreciation charges for the period. There were no
changes in the useful life of assets in the year, and no impairment
adjustments recognised. The net value of depreciated assets together with the
depreciation charge for the year is disclosed in note 14.
Provision in respect of trade and other debtors - Group
The company estimates the allowance for trade and other debtors based on an
assessment of specific accounts where the company has objective evidence
comprising default in payment terms of significant financial difficulty that
certain customers are unable to meet their financial obligations. In these
cases, judgement is used on the best available facts and circumstances
including, but not limited to, length of relationship and historical events.
The provision for specific bad debts for the year is disclosed in note 17.
Provision in respect of stock - Group
The company makes a number of estimates that are subjective in nature, in
respect of provisions for inventory whose carrying value may not be realised.
The Company uses a variety of sources to determine provision rates against
specific stock categories, including historical sales patterns, post year end
performance and age. Any change in these factors would impact the provision
for stock and would result in a change in the carrying value. The stock
provision has been disclosed in note 16.
Impairment of non-financial assets and goodwill - Group
The group tests at least annually, whether goodwill and other non-financial
assets have suffered any impairment in accordance with its accounting
policies. In assessing impairment, management estimates the recoverable amount
of each asset or cash generating unit based on expected future cash flows and
uses an interest rate to discount them (value in use). Estimating uncertainty
relates to assumptions about future operating results and the determination of
a suitable discount rate which can have a material impact on the respective
valuations used for the impairment test. As at 31 December 2024, the Group
did not identify any impairment indicators of goodwill.
Useful Life of other intangible assets - Customer Relationships - Group
The group estimates the useful life of other intangible assets - customer
relationships, using certain financial and non‑financial information and
historical trends. The useful like of customer relationships is 20 years.
Further information on customer relationships is disclosed in note 13.
4. Revenue
The following is an analysis of the Group's revenue for the year from
continuing operations:
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Sale of goods 41,653 36,444
Servicing income 16,413 10,601
58,066 47,045
Analysis of revenue by country of destination:
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
United Kingdom 56,017 45,550
Rest of Europe 1,138 743
Rest of the world 911 752
58,066 47,045
Of the revenue generated in the period £41.7m relates to revenue recognised
at a point in time and £16.4m relates to revenue recognised over time (2023:
£41.1m / £5.9m).
Total amount included in contract assets relating to revenue recognised but
not invoiced was £415,000 (2023: £308,000).
Total amount included in contract liabilities relating to revenue invoiced but
deferred was £1,355,000 (2023: £678,000).
5. Other operating income
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Other operating income 72 90
72 90
Other operating income relates to items such as insurance claim receipts in
the year.
6. Segmental reporting
Segment information for the reporting period is as follows:
For the year ended 31 December 2024
Embedded B2B Other Total
engineering manufacturing £'000 £'000
£'000 £'000
Revenue 25,699 32,367 - 58,066
Cost of sales (14,507) (22,396) - (36,903)
Gross profit 11,192 9,971 - 21,163
Other expenses (6,759) (7,570) (2,965) (17,294)
Operating profit 4,433 2,401 (2,965) 3,869
Net interest (1,132) (1,448) 386 (2,194)
Profit before tax 3,301 953 (2,579) 1,675
Taxation (851) (330) 545 (636)
Profit 2,450 623 (2,034) 1,039
Segmental assets 23,137 23,643 12,344 59,124
Segmental liabilities (21,697) (22,992) 5,978 (38,711)
Other items relate to the Group's head office costs. Other assets and
liabilities include borrowings, intangible assets and goodwill raising on
acquisitions, deferred tax and parent company assets.
No one customer accounts for more than 3% of revenue in 2024 or 2023.
For the year ended 31 December 2023
Embedded B2B
engineering manufacturing Other Total
£'000 £'000 £'000 £'000
Revenue 23,701 23,344 - 47,045
Cost of sales (14,992) (16,882) - (31,874)
Gross profit 8,709 6,462 - 15,171
Other expenses (5,750) (5,088) (1,370) (12,208)
Operating profit 2,959 1,374 (1,370) 2,963
Interest (585) (1,086) 152 (1,519)
Profit before tax 2,374 288 (1,218) 1,444
Taxation (670) (116) 203 (583)
Profit 1,704 172 (1,015) 861
Segmental assets 27,156 19,480 (1,634) 45,002
Segmental liabilities (24,399) (15,046) 3,973 (35,472)
Other items relate to the Group's head office costs. Other assets and
liabilities include borrowings, intangible assets and goodwill raising on
account acquisitions, deferred tax and parent company assets.
7. Employee costs
The average number of people employed by the Group (including directors)
during the year was as follows:
Year ended Year ended
31 December 31 December
2024 2023
Number Number
Directors 10 14
Administration and sales 121 210
Production 234 76
365 300
The aggregate remuneration costs of these employees are presented below:
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Wages and salaries 12,926 8,552
Social security costs 1,328 1,002
Pension costs 506 227
14,760 9,781
The remuneration costs of the Group's directors were:
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Directors' emoluments 297 111
Directors' pensions 18 6
315 117
Remuneration of the highest paid director was £259,375 pension £17,740
(2023: £110,500, pension £5,525).
Key management compensation
Key management personnel are considered to be the directors, being those
persons having authority and responsibility for planning, directing and
controlling the activities of the Group, both directly and indirectly. The
total remuneration of key management and the directors of the Group combined
was £2,355,587 (2023: £1,646,319).
8. Finance income
Finance income comprises of:
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Interest receivable 14 15
14 15
9. Finance expense
Finance expense comprises of:
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Bank charges and interest 10 110
Interest on bank loans 1,697 1,106
Interest on related party loans 173 144
Lease interest 328 174
2,208 1,534
10. Operating profit
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Revenue 58,066 47,045
Changes in inventories of finished goods and work in progress (2,037) 2,341
Raw materials and consumables used 29,877 24,460
Depreciation and amortisation 1,961 1,411
Employee benefits expenses 14,760 9,781
Distribution costs 566 500
Exceptional expenses 1,574 221
Other operating income (72) (90)
Other operating expense 7,568 5,458
54,197 44,082
Total operating profit 3,869 2,963
Other operating expenses comprise of other administrative expenses such as
rent & rates, utilities, insurance and other related administration
expenses.
Operating exceptional items comprise:
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Exceptional expenses
Group reorganisation professional fees - 221
IPO related professional fees 1,574 -
1,574 221
The Group incurred costs of £1,815,000 of transaction costs and other IPO
related costs as a result of the application made to the London Stock Exchange
for all issued and to be issued ordinary share capital to be admitted to
trading on AIM. £1,574,000 has been included within operating profit, and
£241,000 has been offset against share premium in accordance with IAS 32 -
financial instruments.
Auditors' remuneration for audit services during the year was:
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Auditors' remuneration
Audit services in respect of the parent company 85 90
Audit services in respect of subsidiaries of the parent 206 153
Audit services in respect of the parent balance sheet requirement for 16 -
re-registration as PLC
307 243
11. Alternative performance measures
The Group's adjusted EBITDA is calculated after the following add backs:
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Operating profit 3,868 2,963
add back:
Depreciation and amortisation 1,961 1,411
Exceptional items 1,574 221
Other non-trading administrative expenses (included within administrative 859 872
expenses)
Acquisition costs (included within administrative expenses) - 289
Gain on bargain purchase (592) -
Adjusted EBITDA 7,670 5,756
12. Corporation tax
Amounts recognised in profit and loss
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Corporation tax
Current tax on profits for the year 688 566
Adjustment in respect of prior periods (37) (54)
Total current tax charge 651 512
Deferred tax
Origination and reversal of temporary differences (15) 16
Adjustment in respect of prior periods - 55
Total deferred tax (credit)/charge (15) 71
Taxation charge on continuing operations 636 583
Factors affecting tax charge for the period
The tax assessed for the period is higher than the standard rate of
corporation tax in the UK of 25% (2023: 23.52%). The differences are explained
below:
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Profit before corporation tax 1,675 1,679
Tax at the UK tax rate 25% (2023: 23.52%) 419 394
Effects of:
Fixed asset differences 87 4
Expenses not deductible for tax purposes 282 38
Other permanent differences 2,440 1,114
Non taxable income (155) (669)
Capital allowances for year in excess of depreciation - 6
Exempt ABGH distributions (2,465) (271)
Timing differences (169) (24)
Group relief surrendered/claimed 219 -
Adjustments in respect of prior periods (37) (54)
Adjustments in respect of prior periods - deferred tax - 55
Remeasurements of deferred tax for changes in tax rates - 7
Movements in deferred tax not recognised 15 (17)
Total tax expense 636 583
Factors that may affect future tax charges
Deferred tax has been calculated at the rate at which the balances are
expected to be settled, based on tax rates that have been substantively
enacted at the balance sheet date, note 20.
13. Intangible assets
Customer Computer
Goodwill relationships software Total
£'000 £'000 £'000 £'000
Cost
As at 31 December 2023 10,536 7,465 137 18,138
Additions 69 - 67 136
Disposals (60) - - (60)
As at 31 December 2024 10,545 7,465 204 18,214
Amortisation
As at 31 December 2023 - (463) (16) (479)
Charge for the year - (374) (32) (406)
As at 31 December 2024 - (837) (48) (885)
Net book value
At 31 December 2024 10,545 6,628 156 17,329
Customer Computer
Goodwill relationships software Total
£'000 £'000 £'000 £'000
Cost
As at 31 December 2022 4,462 3,602 - 8,064
Additions 47 - 137 184
Acquired through business combinations 6,027 3,863 - 9,890
As at 31 December 2023 10,536 7,465 137 18,138
Amortisation
As at 31 December 2022 - (228) - (228)
Charge for the year - (235) (16) (251)
As at 31 December 2023 - (463) (16) (479)
Net book value
At 31 December 2023 10,536 7,002 121 17,659
At 31 December 2022 4,462 3,374 - 7,836
The useful life of these assets has been disclosed in note 2.13.
As described in note 3, the Group recognises goodwill and intangible assets
arising on its acquisitions during the year. The determination of the fair
value of assets and liabilities including goodwill arising on the acquisition
of businesses and the acquisition of other intangible assets arising from the
acquisition as part of business combinations which is expected to generate
future economic benefits, are based to a considerable extent on management's
judgement.
The useful life used to amortise intangible assets relates to the expected
future performance of the assets acquired and management's estimate of the
period over which economic benefit will be derived from the asset. The
estimated useful life principally reflects management's view of the average
economic life of each asset and is assessed by reference to historical data
and future expectations. Any reduction in the estimated useful life would lead
to an increase in the amortisation charge. If the average economic life was to
decrease by 1 year the increase to the amortisation charge would be £19,645,
if the economic life was to increase by 1 year the amortisation charge would
decrease by £17,774 (2023: £12,390/ £11,210 respectively). The average
economic life of customer relationships has been estimated at 17-20 years
(2023: 18-20 years).
The fair values of customer relationships acquired through business
combinations are based on the Multi-Period Excess Earnings Method ("MEEM")
which is within the income approach. The multi-period excess earnings method
estimated value is based on expected future earnings attributable to the
agreements which have been discounted to a net present value using discount
rates of between 7.3% and 10.8%, based on the Group's weighted average cost of
capital. This is after returns are paid/charged to complementary assets which
are used in conjunction with the valued asset to generate the earnings
associated with it. The discount rates reflect appropriate adjustments
relating to market risk and specific risk factors of each segment.
The goodwill rate of return is the return that causes the business enterprise
value rate of return to equal the WACC. The implied rate of return on goodwill
is based on the selected rates of return for each asset and the WACC is
generally higher than any other asset as goodwill is the riskiest asset and
should require the highest rate of return.
Management has undertaken sensitivity analysis on the base case financial
model with a particular focus on, revenues and gross margins. The following
scenarios have been prepared and the impact of each is outlined in the table
below;
Impact
Sensitivity analysis £'000
1% annual growth in sales
Customer relationships intangibles 2,748
1% annual attrition of sales
Customer relationships intangibles (2,498)
1% Gross margin decrease
Customer relationships intangibles (1,546)
Management undertakes an annual test for impairment of indefinite life assets
and, for finite life assets, to test for impairment if events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. The Group prepares and approves a detailed annual budget and
long-term strategic plan for its operations, which are used as part of the
impairment review. The value in use is calculated on the basis of projected
cashflows for five years together with the terminal value at the end of the
five years, which is computed by reference to projected year six cashflows and
discounted. There was no requirement for any impairment provision at
31 December 2024 (2023: £nil). The key assumptions in determining the value
in use are:
Revenue and margins: These are derived from the detailed 2025 budgets which
are built up with reference to markets and product categories. Discount rate:
Cashflows are discounted using WACC of 9.3% per annum (2023: 9.3%), calculated
by reference to year‑end data on equity values and interest, dividend and
tax rates.
Long-term growth rates: 3% long-term growth rate takes into account UK
industry growth expectations.
14. Property, plant and equipment
Details of the Group's property, plant and equipment and their carrying
amounts are as follows:
Freehold Plant and Motor Fixtures and
Property machinery Vehicles fittings Total
£'000 £'000 £'000 £'000 £'000
Cost
As at 31 December 2023 3,507 3,668 648 1,472 9,295
Additions 7 942 121 292 1,362
Acquisitions arising from business combinations 50 1,773 - 50 1,873
Disposals - (373) (121) (90) (584)
As at 31 December 2024 3,564 6,010 648 1,724 11,946
Depreciation
As at 31 December 2023 (438) (2,851) (225) (927) (4,441)
Charge for the year (135) (433) (121) (186) (875)
Disposals - 361 63 85 509
As at 31 December 2024 (573) (2,923) (283) (1,028) (4,807)
Net book value
At 31 December 2024 2,991 3,087 365 696 7,139
Freehold Plant and Motor Fixtures and
Property machinery Vehicles fittings Total
£'000 £'000 £'000 £'000 £'000
Cost
As at 31 December 2022 3,507 3,647 493 1,544 9,191
Additions - 197 213 264 674
Acquisitions arising from business combinations - 98 42 8 148
Disposals - (274) (100) (344) (718)
As at 31 December 2023 3,507 3,668 648 1,472 9,295
Depreciation
As at 31 December 2022 (383) (2,765) (194) (1,007) (4,349)
Charge for the year (55) (168) (98) (163) (484)
Disposals - 82 67 243 392
As at 31 December 2023 (438) (2,851) (225) (927) (4,441)
Net book value
At 31 December 2023 3,069 817 423 545 4,854
At 31 December 2022 3,124 882 299 537 4,842
The useful life of the tangible assets has been disclosed in note 2.14.
15. Right of use assets
Motor
Property Vehicles IT equipment Total
£'000 £'000 £'000 £'000
Cost
As at 31 December 2023 4,078 647 343 5,068
Additions 1,716 129 1 1,846
Additions on acquisitions 94 11 - 105
Disposals (340) (635) - (975)
As at 31 December 2024 5,548 152 344 6,044
Depreciation
As at 31 December 2023 (1,178) (344) (195) (1,717)
Additions on acquisitions (112) (15) - (127)
Disposals 340 375 - 715
Charge for the year (578) (33) (69) (680)
As at 31 December 2024 (1,528) (17) (264) (1,809)
Net book value
At 31 December 2024 4,020 135 80 4,235
Motor
Property Vehicles IT equipment Total
£'000 £'000 £'000 £'000
Cost
As at 31 December 2022 2,592 434 343 3,369
Additions 951 193 - 1,144
Additions on acquisitions 535 20 - 555
As at 31 December 2023 4,078 647 343 5,068
Depreciation
As at 31 December 2022 (744) (171) (126) (1,041)
Charge for the year (434) (173) (69) (676)
As at 31 December 2023 (1,178) (344) (195) (1,717)
Net book value
At 31 December 2023 2,900 303 148 3,351
At 31 December 2022 1,848 263 217 2,328
Lease liabilities are presented in the consolidated statement of financial
position as follows:
31 December 31 December
2024 2023
£'000 £'000
Current (<1 year) 1,267 843
Non-current (1-2 years) 1,118 507
Non-current (2-5 years) 2,335 1,371
Non-current (over 5 years) 1,369 1,077
6,089 3,798
The following amounts have been recognised in the profit and loss for which
the Group is a lessee:
31 December 31 December
2024 2023
£'000 £'000
Depreciation expense 680 676
Lease liability interest expense 328 174
1,008 850
Amounts recognised in the statement of cashflows:
31 December 31 December
2024 2023
£'000 £'000
Amounts recognised as cash outflows for lease obligations 778 633
778 633
16. Inventories
Inventories consist of the following at year end:
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Raw materials 2,738 2,301
Work-in-progress 908 385
Finished goods 3,130 2,053
6,776 4,739
Inventories have been stated after a provision of £589,770 (2023: £474,798).
The increase in the inventory provision relates to slow moving inventory. The
replacement value of inventory does not materially differ to the total
balances by category.
17. Trade and other receivables
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Trade receivables 9,072 8,890
Prepayments 1,410 952
Other receivables 1,086 514
11,568 10,356
All amounts are short-term. The net carrying value of trade receivables is
considered a reasonable approximation of fair value. The maximum exposure to
customer credit risk at the reporting date is the currency value of trade
receivables noted above. All trade and other receivables are in British
pounds.
Trade receivables are stated after a provision for doubtful debts of £1,829
(2023: £7,679).
Other receivables include £544,500 of tax receivable which is deemed to have
a low credit risk.
Age of trade receivables
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Neither past due nor impaired
<30 days 4,102 3,516
30 - 60 days 3,421 4,052
61 - 90 days 1,359 1,124
91 -120 days 192 113
120 days + (2) 85
9,072 8,890
No expected credit losses have been recognised relating to customers for whom
there is no recent history of default and for which there are no other
indications that they will not be able to meet their obligations. The Group
applies IFRS 9 simplified approach to measuring expected credit losses which
uses a lifetime expected loss allowance for all trade receivables and contract
assets. To measure the expected credit losses, receivables are grouped based
on specific credit risk categories of the entities in which they operate. The
expected loss rates are based on payment profiles of sales over a period of 24
months before 31 December 2024 and the corresponding historical credit losses
experienced within this period. The historical loss rates are adjusted to
reflect current and forward-looking information on macroeconomic factors
expected to impact the customers to which they relate.
Other receivables includes £418,000 of contract assets (2023: £308,000). The
following table shows the movement in contract assets.
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Neither past due nor impaired
Contract assets at the beginning of the year 308 -
Revenue recognised in prior year that was invoiced in the current year (308) -
Amounts recognised in revenue in the current year that will be invoiced in 418 308
future year
Balance at the end of the year before ECL 418 308
ECL provision against contract assets - -
Balance at the end of the year as reported above 418 308
18. Cash and cash equivalents
Cash and cash equivalents consist of the following:
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Cash and cash equivalents 12,077 4,043
- British Pounds 11,564 3,195
- Euro 487 766
- US Dollar 26 82
12,077 4,043
Cash at bank earns interest at a floating rate based on daily bank deposit
rates. Short-term deposits are made for varying periods of between one day and
three months, depending on the requirements of the group. All amounts held at
the bank are considered liquid as they are not restricted.
19. Trade and other payables
Trade and other payables consist of the following:
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Current
Trade payables 4,900 4,459
Accruals 2,427 1,402
Deferred income 1,355 678
Other taxes and social securities 2,027 1,510
Contingent consideration 2,299 1,133
Government grants 50 24
Other payables 436 277
13,494 9,483
All amounts are short-term and are denominated in British pounds. The carrying
value of trade payables and short‑term bank overdrafts are considered to be
a reasonable approximation of fair value.
Deferred income consists of the following:
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Deferred service income 246 115
Contract liabilities 1,011 419
Arrangement fee income 98 144
1,355 678
Contract liabilities and deferred service income represents customer payments
received in advance of performances that are expected to be recognised as
revenue in 2025.
The amounts recognised as deferred service income and contract liabilities for
2023 was recognised in revenue during 2024.
Arrangement fee income is deferred over the life of the loan typically a term
of 3 years.
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Non-current
Contingent consideration 1,629 2,718
1,629 2,718
Deferred consideration can form a part of the acquisition price paid to
sellers when Amcomri Group plc acquires a new company. It is an obligation to
pay a certain amount at a specified date after the date of acquisition.
20. Borrowings
Borrowings include the following financial liabilities:
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Current
Loans and borrowings 1,776 2,125
Invoice discounting 2,911 1,446
4,687 3,571
Non-current
Loans and borrowings 7,374 9,565
Invoice discounting 2,142 1,465
9,516 11,030
Loans and borrowings are secured by fixed and floating charges over the assets
of the individual operating company and are not cross-collateralised or
guaranteed by any other Group company and are repayable within 5 years.
Interest accrues on loans and borrowings at rates between 2.69% and 6.5% above
the base rate of the Bank of England.
Invoice discounting includes balances drawn down on the company invoice
discounting facility, which are secured by floating and fixed charges over
individual operating company and are not cross-collateralised or guaranteed by
any other Group company assets. These incur interest at rates between 2.5% and
3% above the base rate of the Bank of England.
The changes in the Group's liabilities arising from financing activities can
be classified as follows:
Loans and Invoice Lease
borrowings Discounting liabilities Total
£'000 £'000 £'000 £'000
Balance at 1 January 2023 8,834 3,290 2,733 14,857
Changes from financing cash flows
Repayments (1,474) (444) - (1,918)
Proceeds 4,330 65 1,698 6,093
Lease payments - - (633) (633)
Total changes from financing cashflows 2,856 (379) 1,065 3,542
Balance at 31 December 2023 11,690 2,911 3,798 18,399
Balance at 1 January 2024 11,690 2,911 3,798 18,399
Changes from financing cash flows
Repayments (2,540) (389) - (2,929)
Proceeds - 2,531 3,069 5,600
Lease payments - - (778) (778)
Total changes from financing cashflows (2,540) 2,142 2,291 1,893
Balance at 31 December 2024 9,150 5,053 6,089 20,292
The fair value of the Group's borrowings as presented above approximate to
their carrying value.
21. Provisions
Deferred Other
taxation provisions Total
£'000 £'000 £'000
As at 31 December 2023 2,084 127 2,211
Additional in the year 65 6 71
Utilised in the year (220) (58) (278)
At 31 December 2024 1,929 75 2,004
Other provisions includes a £0.1m of warranty provision expected to reverse
in the next 12 months. Deferred tax liability of £0.27m (2023: £0.22m)
arises from short-term timing differences, and £1.66m (2023: £1.87m) relates
to temporary differences on intangible assets.
22. Business combinations
The details of the business combination are as follows:
Name Date of Proportion of voting Consideration
acquisition equity interests transferred
acquired £'000
Drurys Engineering Limited 19/03/2024 100 700
Claro Precision Engineering Limited 19/03/2024 100 550
1,250
Drurys Claro
Precision
Engineering Engineering
Limited Limited Total
£'000 £'000 £'000
Fair value of consideration transferred
Amount settled in cash 700 550 1,250
Total 700 550 1,250
Assets acquired and liabilities recognised at the date of acquisition
Non current assets 1,254 619 1,873
Current assets 1,410 1,586 2,996
Non current liabilities (1,456) (1,488) (2,944)
Current liabilities (50) (33) (83)
1,158 684 1,842
Other income arising on acquisitions
Consideration transferred 700 550 1,250
Fair value of identifiable net assets acquired (1,158) (684) (1,842)
Gain recognised on acquisition (458) (134) (592)
Consideration transferred settled in cash 700 550 1,250
Cash and cash equivalents acquired - - -
Net cash outflows on acquisition 700 550 1,250
The total revenue attributable to companies acquired in the current year
amounts to £8,384,740. Total profit attributed to the acquired companies
amounts to £286,649.
The details of the business combinations in 2023 are as follows:
Name Date of Proportion of voting Consideration
acquisition equity interests transferred
acquired £'000
Spiral Weld Limited 04/04/2023 100 400
Kestrel Valve and Engineering Services Limited 05/06/2023 100 1,525
W J Project Services Limited 11/10/2023 100 14,393
16,318
Kestrel Valve
and Engineering
Spiral Weld Limited Services W J Project
Limited Services Limited Total
£'000 £'000 £'000 £'000
Fair value of consideration transferred
Amount settled in cash 250 1,400 12,234 13,884
Fair value of contingent consideration 150 600 2,159 2,909
Total 400 2,000 14,393 16,793
Assets acquired and liabilities recognised at the date
of acquisition
Non current assets 74 34 40 148
Current assets 354 1,107 8,424 9,885
Non current liabilities (4) - - (4)
Current liabilities (152) (452) (1,557) (2,161)
272 689 6,907 7,868
Goodwill arising on acquisitions
Consideration transferred 400 2,000 14,393 16,793
Fair value of identifiable net assets acquired (272) (689) (6,907) (7,868)
128 1,311 7,486 8,925
Consideration transferred settled in cash 250 1,400 12,234 13,884
Cash and cash equivalents acquired (100) (604) (1,357) (2,061)
Net cash outflows on acquisition 150 796 10,877 11,823
The total revenue attributable to companies acquired in 2023 amounts to
£3,593,978. Total profit attributed to the acquired companies in 2023 amounts
to £329,209. If acquired entities were brought into the Group on 1 January
2023, the total revenue attributable would have been £8,133,024. Total profit
attributed in 2023 would have been £1,592,161.
23. Share capital
Year ended Year ended
31 December 31 December
2024 2023
Share capital 71,838,549 shares of £0.01 each 718,386 261
718,386 261
Movement in share capital is shown below:
Year ended
31 December
2024
£'000
Shares issued and fully paid:
Beginning of the year 261
Shares issued on reorganisation 499,943
Shares issued on listing 218,182
718,386
All share capital is presented to the nearest full pound.
All ordinary shares rank pari-passu in all respects including voting rights,
and the right to receive dividends and distributions, if any, declared or made
or paid in respect of Ordinary shares.
Proceeds received in addition to nominal value of the shares issued during the
year have been included in share premium less registration and other
regulatory fees and net of related tax benefits. Total proceeds received was
£12m. Costs of new shares charged to equity amounted to £241,000.
24. Earnings per share
Basic earnings per share have been calculated using the profit attributable to
shareholders of the parent company Amcomri Group plc as the numerator, i.e. no
adjustment to profit was necessary in 2024 or 2023.
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Weighted average number of shares 29,934 29,934
In accordance with IAS 33.64 prior period earnings per share and weighted
average number of shares have been retrospectively updated to reflect the
current year share issues. This has resulted in the earnings per share
reported being more comparable with 2024.
Adjusted earnings per share have been calculated by adding back the impact of
exceptional items, net of their impact on the tax charge.
25. Financial instruments and risk management
The Group's capital management objectives are:
· to ensure the Group's ability to continue as a going concern,
and
· to provide an adequate return to shareholders by pricing
products and services in a way that reflects the level of risk involved in
providing those goods and services.
The Group is exposed to various risks in relation to financial instruments
including credit risk, liquidity risk and currency risk. The Group's risk
management is coordinated by its managing directors. The Group does not
actively engage in the trading of financial assets for speculative purposes.
The most significant financial risks to which the Group is exposed are
described below:
Credit risk
Credit risk arises from cash and cash equivalents as well as any outstanding
receivables. Management does not expect any losses from non-performance of
these receivables. The amount of exposure to any individual counterparty is
subject to a limit, which is assessed by the Board. Total provision for bad
debts included within trade receivables is £1,829 (2023: £7,679), see note
17.
The net carrying value of trade receivables is considered a reasonable
approximation of fair value. The maximum exposure to customer credit risk at
the reporting date is the currency value of trade receivables noted above. All
trade and other receivables are in British pounds, see note 17.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit
exposure. The maximum exposure to credit risk at the reporting date was:
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Trade receivables 9,072 8,890
Cash and cash equivalents 12,077 4,043
21,149 12,933
All trade and other receivables are in British pounds, see note 17.
Currency risk
Foreign currency risk is the risk that the fair value of future cash flows of
a financial instrument will fluctuate because of changes in foreign exchange
rates. The Group seeks to transact the majority of its business in its
reporting currency (GBP). However, some customers and suppliers are outside
the UK and a proportion of these transact with the company in EUR and USD. For
this reason, the Group operates current bank accounts in EUR and USD. To the
maximum extent possible receipts and payments in a particular currency are
made through the bank account in that currency to reduce the amount of funds
translated to or from the reporting currency.
Cash flow projections are used to plan for those occasion when funds will need
to be translated into different currencies so that exchange rate risk is
minimised. If the exchange rate between sterling and the euro had been
10% higher/lower at the reporting date, the effect on profit would have been
approximately £62,071/ (£66,071) respectively (2023: (£88,353/(£88,353)).
The exposure relating to USD is not determined to be material based on the
volume of activity and the value of cash held.
The Group's financial instruments are classified as follows:
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Assets measured at amortised costs
Trade receivables 9,072 8,890
Prepayments and other receivables 2,496 1,466
Cash and cash equivalents 12,077 4,043
23,645 14,399
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Liabilities measured at amortised costs
Trade payables 4,900 4,459
Accruals and other payables 6,791 2,413
Leasehold liability 6,089 3,798
Other provisions 75 127
17,855 10,797
The Group's financial liabilities measured at the contractual undiscounted
cash flows matures as follows:
Loans and Invoice Lease liabilities Trade and other Total
borrowings Discounting £'000 payables £'000
£'000 £'000 £'000
Balance at 31 December 2024
Less than one year 1,776 2,911 1,267 10,061 16,015
Between one and two years 1,942 2,142 1,118 1,629 6,831
Between two and five years 3,862 - 2,335 - 6,197
Over five years 1,570 - 1,369 - 2,939
9,150 5,053 6,089 11,690 31,982
Loans and Invoice Lease liabilities Trade and other Total
borrowings Discounting £'000 payables £'000
£'000 £'000 £'000
Balance at 31 December 2023
Less than one year 2,125 1,446 843 6,872 11,286
Between one and two years 2,578 1,465 507 - 4,550
Between two and five years 2,540 - 1,371 - 3,911
Over five years 4,447 - 1,077 - 5,524
11,690 2,911 3,798 6,872 25,271
26. Loss attributable to the parent company
As permitted by Section 408 of the Companies Act 2006, the parent Company's
statements of profit and loss has not been included in these financial
statements. The loss dealt with in the financial statements of the Parent
Company is £1,562,532 (2023: profit £2,057,635).
27. Related party transactions
The Group had a funding facility with Oranmore Limited, whose majority
shareholder is also a shareholder of the group. As at the 31 December 2024 the
full facility was repaid. As at 31 December 2023 the Group owed £1.27m to
Oranmore Limited, in respect of individual facility agreements with the
operating companies of the Group. During the year the Group was charged
interest of £0.2m on the funding facility (2023: £nil).
As at 31 December 2024 the Group owed £0.7m to Fawley Industrial Limited,
whose majority shareholder is also a shareholder of the Group (2023: £0.7m).
During the year the Group was provided services by the following entity whose
majority shareholder is also a shareholder of the Group:
Amcomri Management Services Limited - Payments received of £22,211 (2023:
18,872).
There is no outstanding balance as at 31 December 2024 (2023: £nil).
28. Events after the reporting period
On 31 March 2025 the Group announced the acquisition of 100% of the shares of
EMC Elite Engineering Services Ltd, a niche mechanical and electrical
engineering service provider to the power generation, process and aggregate
industries. The initial cash consideration of the acquisition was £2.5m with
deferred consideration of £1.5m to be paid in equal installments 12, 24 and
36 months post completion, contingent on the achievement of target levels of
profitability in the three years post-acquisiton.
COMPANY STATEMENT OF FINANCIAL POSITION
As at 31 December 2024
Registered number: 14390325
31 December 31 December
2024 2023
Note £'000 £'000
Non-current assets
Investments 28 15,207 15,207
Intangible assets 30 35 -
Property, plant and equipment 29 23 30
15,265 15,237
Current assets
Trade and other receivables 31 7,949 5,874
Cash and cash equivalents 32 7,884 515
15,833 6,389
Total assets 31,098 21,626
Equity
Share capital 35 718 -
Share premium 16,773 6,622
Retained earnings 499 2,058
Other reserves 9,682 9,682
Total equity 27,672 18,362
Non-current liabilities
Trade and other payables - 300
- 300
Current liabilities
Trade and other payables 33 3,426 1,714
Amounts due to related parties 34 - 1,250
3,426 2,964
Total liabilities 3,426 3,264
Net equity and liabilities 31,098 21,626
The loss for the company for the period ended 31 December 2024 was £1,562,532
(2023: profit of £2,057,635).
The financial statements were approved and authorised for issue by the board
of directors on 19 May 2025 and were signed on its behalf by:
Hugh Whitcomb
Director
COMPANY STATEMENT OF CHANGES IN EQUITY
As at 31 December 2024
Share Share Retained Other
capital premium earnings reserves Total
£'000 £'000 £'000 £'000 £'000
As at 30 September 2022 - - - - -
Cancellation of shares - - - - -
Issue of shares in the year - 5,200 - - 5,200
Profit in the year - - 2,058 - 2,058
Movements in the year - 1,422 - 9,682 11,104
As at 31 December 2023 - 6,622 2,058 9,682 18,362
As at 1 January 2024 - 6,622 2,058 9,682 18,362
Loss in the year - - (1,563) - (1,563)
Issue of shares in the year 718 10,151 - - 10,869
Share based payment - - - 4 4
As at 31 December 2024 718 16,773 495 9,686 27,672
NOTES TO THE COMPANY FINANCIAL STATEMENTS
For the year ended 31 December 2024
29. Basis of preparation and summary of material accounting policies
These financial statements were prepared in accordance with Financial
Reporting Standard 101 Reduced Disclosure Framework ("FRS 101"). There have
been no material departures from the Standards. The functional and
presentation currency of these financial statements is GBP. In preparing these
financial statements, the Company applies the recognition, measurement and
disclosure requirements of International Financial Reporting Standards as
adopted by the United Kingdom ("UK-adopted IAS"), but makes amendments where
necessary in order to comply with the Companies Act 2006 and has set out below
where advantage of the FRS 101 disclosure exemptions has been taken.
The Company is the ultimate parent company of the Amcomri Group which includes
the Company in its consolidated financial statements. In these financial
statements, the company has applied the exemptions available under FRS 101 in
respect of the following disclosures:
· cash flow statement and related notes;
· comparative period reconciliations for tangible fixed assets
and intangible assets;
· disclosures in respect of transactions with wholly owned
subsidiaries;
· disclosures in respect of capital management;
· the effects of new but not yet effective IFRSs;
· disclosures in respect of the compensation of Key Management
Personnel; and
· certain disclosures regarding revenue.
As the consolidated financial statements of the Amcomri Group include the
equivalent disclosures, the Company has also taken the exemptions under FRS
101 available in respect of the following disclosures:
· certain disclosures required by IAS 36 Impairment of assets
in respect of the impairment of goodwill and indefinite life intangible
assets;
· certain disclosures required by IFRS 3 Business Combinations
in respect of business combinations undertaken by the Company; and
· certain disclosures required by IFRS 13 Fair Value
Measurement, and the disclosures required by IFRS 7 Financial Instrument
Disclosures.
As permitted by section 408 of the Companies Act 2006, no separate profit and
loss account is presented in respect of the Company. The Company recorded a
loss for the year of £1,562,532 (2023: profit £2,057,635).
The following new and amended standards are not expected to have a significant
impact on the Company's financial statements:
Adopted IFRS not yet applied
New accounting standards, amendments and interpretations The accounting
policies that follow are consistent with those of the previous period, with
the exception of the following standards, amendments and interpretations which
are effective for the year ended 31 December 2024:
· Classification of Liabilities as Current or Non-current
liabilities with covenants - Amendments to IAS 1;
· Lease Liability in Sale and Leaseback - Amendments to IFRS
16; and
· Supplier Finance Arrangements - Amendments to IAS 7 and IFRS
7.
· The amendments listed above are not considered to have a
material impact on the Consolidated
The amendments listed above are not considered to have a material impact on
the Consolidated Financial Statements of the Group.
The following new accounting standards and interpretations have been published
but are not mandatory for 31 December 2024:
· IFRS18 Presentation and disclosure in the financial
statements;
· Amendments to IAS 21 - Lack of exchangeability; and
· Amendments to IFRS 9 and IFRS 7 - Amendments to the
classification and measurement of financial instruments.
These amendments have not been early adopted by the Group. The impact
assessment is ongoing, however it is expected that IFRS 18 will have a
significant impact on the presentation of the financial statements. The new
accounting standard does not impact the recognition and measurement of the
financial statements, however, it will significantly alter the income
statement and related disclosures. The Group is currently considering the
requirements of the new standard and the implications for the financial
statements. The initial view is that the following areas may be impacted.
· The line items presented in the income statement may change
as a result of revised aggregation and disaggregation of information. This
will also impact the disclosures in related notes.
· The presentation of the income statement, including the
allocation of results from our joint venture.
· There will also be significant new disclosures for Management
Performance Measures (MPM) and a breakdown of the nature of expenses for line
items presented in the income statement. This disclosure will be dependent on
the method of disclosure in the income statement.
· For the first annual period of application of IFRS 18 a
reconciliation will be provided between the amounts previously presented under
IAS 1 and the revised presentation under IFRS 18.
· Goodwill will be disaggregated from intangible assets on the
face of the Balance Sheet.
From initial review, the amendments to IAS 21, IFRS 9 and IFRS 7 are not
expected to have a material impact on the Group in the current or future
reporting periods.
The material accounting policies of the Company are consistent with Group as
outlined except for the following:
Going concern
The directors, have a reasonable expectation that the Group has adequate
resources to continue operating as a going concern for the foreseeable future.
Having considered the Group's and the Company cash flow forecasts, current and
anticipated trading volumes, together with current and anticipated levels of
cash, debt and the availability of committed borrowing facilities, the
directors are satisfied that the Group and the Company has sufficient
resources to continue in operation for the foreseeable future, a period of at
least 12 months from the date of signing of these financial statements, and
accordingly, they continue to adopt the going concern basis in preparing the
Group and Company financial statements.
In reviewing the appropriateness of the Going Concern assumption, management
have prepared forecasts covering the going concern period, being a period of
at least 12 months from the approval of these financial statements. In making
this assessment, the directors' have considered a reasonable basis of
sensitivity incorporating a plausible downside scenario and the impact that
this may have on the projections for the Group and the Company in the going
concern period. The Directors' are satisfied that the Company and Group have
adequate cash resources available to meet the obligations of the Group and the
Company as they fall due in the going concern period.
Investments in subsidiaries
Investments in subsidiary undertakings are stated at cost less provision for
impairment in the Company's statement of financial position. Loans to
subsidiary undertakings are initially recorded at fair value in the Company
statement of financial position and subsequently at amortised cost using an
effective interest rate methodology.
At each reporting period, investments in subsidiary undertakings are reviewed
to determine whether there is any indication that those assets have suffered
an impairment loss. If there is an indication of possible impairment, the
recoverable amount of any affected asset is estimated and compared with its
carrying amount. If the estimated recoverable amount is lower, the carrying
amount is reduced to its estimated recoverable amount, and an impairment loss
is recognised immediately in profit or loss. If an impairment loss
subsequently reverses, the carrying amount of the asset is increased to the
revised estimate of its recoverable amount, but not in excess of the amount
that would have been determined had no impairment loss been recognised for the
asset in prior years. A reversal of an impairment loss is recognised
immediately in profit or loss.
30. Investments
Year ended Period ended
31 December 31 December
2024 2023
£ £
Premier Limpet Limited 5,791,577 5,791,577
Bex Design and Print Ltd 4,145,601 4,145,601
IVS Swansea Limited 1,019,189 1,019,189
Blundell Production Holdings Limited 1,850,249 1,850,249
Dunville Limited 1 1
Amcomri 14 Limited 1 1
Spiral Weld Limited 400,000 400,000
Kestrel Valve & Engineering Services Limited 2,000,000 2,000,000
WJPS Holdings Limited 1 1
Drurys Engineering Limited 1 -
Claro Precision Engineering Limited 1 -
15,206,621 15,206,619
All investments are presented rounded to the nearest full pound.
Movement in the company's direct investments are shown below:
Investments Investments
£ £
Opening investments 15,206,619 11,384,927
Increase in the investment of IVS Swansea Limited and Blundell Production - 1,421,691
Holdings Limited
Acquisitions during the period 2 2,400,001
Investments at period end 15,206,621 15,206,619
Ownership
of issued
Name of subsidiary Address of reg. office Nature of business shares
Premier Limpet Limited Bond House, Hardwicke Road, Great Gransden, Sandy, United Kingdom, SG19 3BJ Manufacture of other articles of paper and paperboard 100%
Bex Design and Print Ltd Stanier Road, Portemarsh Industrial Estate, Calne, Wiltshire, SN11 9PX Manufacture of electronic components 100%
IVS Swansea Limited 46/48 Beak Street, London, England, W1F 9RJ Holding company 100%
Blundell Production Holdings Limited 46/48 Beak Street, London, England, W1F 9RJ Holding company 90%
Dunville Limited 46/48 Beak Street, London, England, W1F 9RJ Holding company 100%
Amcomri 14 Limited 46/48 Beak Street, London, England, W1F 9RJ Holding company 100%
Spiral Weld Limited Unit 5 Imperial Park, Empress Road, Southampton, England, SO14 0JW Repair of machinery 100%
Kestrel Valve & Engineering Services Limited 46/48 Beak Street, London, England, W1F 9RJ Manufacture of valves 100%
WJPS Holdings Limited 46/48 Beak Street, London, England, W1F 9RJ Holding company 100%
Blundell Production Equipment Limited ** Unit C-D Quinn Close, Seven Stars Industrial Estate, Coventry, England, CV3 Sales and servicing of electronic machinery and equipment 100%
4LH
South Wales Industrial Valves Services Limited ** Swansea West Business Park Queensway, Fforestfach, Swansea, Wales, SA5 4DH Repair of other equipment 100%
T P Matrix Limited ** T P House Prince Of Wales Industrial Units, Vulcan Street, Oldham, England, Manufacture of electronic components 100%
OL1 4ER
J.A. Harrison & Company (Manchester) Limited ** Britain Works Greengate Industrial Estate, Greenside Way, Middleton, Manufacture of gaskets, seals and advances sealing solutions 100%
Manchester, England, M24 1SW
Etrac Limited ** Unit 6 Corium House, Douglas Drive, Catteshal Drive, Godalming, England, GU7 Repair and maintenance of other transport equipment 100%
1JX
Etrac Trading Limited ** Unit 6 Corium House, Douglas Drive, Catteshal Drive, Godalming, England, GU7 Holding company 100%
1JX
WJ Project Services Limited ** 46/48 Beak Street, London, England, W1F 9RJ Technical testing and analysis 100%
Drurys Engineering Limited * 46/48 Beak Street, London, England, W1F 9RJ Precision engineering 100%
Claro Precision Engineering Limited * 46/48 Beak Street, London, England, W1F 9RJ Precision engineering 100%
* Entities were acquired by the Group during the year.
** Entities are an indirect investment
31. Tangible fixed assets
Fixtured and
fittings Total
£'000 £'000
Cost
As at 31 December 2023 45 45
Additions 3 3
As at 31 December 2024 48 48
Depreciation
As at 31 December 2023 (15) (15)
Charge for the year (10) (10)
As at 31 December 2024 (25) (25)
Net book value
At 31 December 2024 23 23
At 31 December 2023 30 30
32. Intangible assets
Software Total
£'000 £'000
Cost
As at 31 December 2023 - -
Additions 35 35
As at 31 December 2024 35 35
Amortisation
As at 31 December 2023 - -
Charge for the year - -
As at 31 December 2024 - -
Net book value
At 31 December 2024 35 35
At 31 December 2023 - -
33. Trade and other receivables
Year ended Period ended
31 December 31 December
2024 2023
£'000 £'000
Prepayments 184 41
Other receivables 629 276
Amounts due from group undertakings 7,136 5,557
7,949 5,874
All amounts noted above are due within one year.
Other receivables include £544,500 of tax receivable and £84,500 of VAT
receivable.
Amounts due from Group undertakings are unsecured, interest free and repayable
on demand.
34. Cash and cash equivalents
Year ended Period ended
31 December 31 December
2024 2023
£'000 £'000
Cash and cash equivalents 7,884 515
7,884 515
All cash and cash equivalents are held in British Pounds Sterling.
35. Trade and other payables
Year ended Period ended
31 December 31 December
2024 2023
£'000 £'000
Current
Trade payables 571 137
Accruals and deferred income 1,175 210
Other taxes and social securities 52 39
Contingent consideration 278 450
Amounts due to group undertakings 1,350 878
3,426 1,714
Included in accruals and deferred income is £65,069 of deferred income (2023:
£92,236). There are no contract liabilities in the current year.
Amounts due to Group undertakings are unsecured, interest free and repayable
on demand.
Year ended Period ended
31 December 31 December
2024 2023
£'000 £'000
Non-current
Contingent consideration - 300
- 300
36. Amounts due to related parties
Year ended Period ended
31 December 31 December
2024 2023
£'000 £'000
Amounts due to related parties - 1,250
- 1,250
Details of movements in amounts due to related parties are shown in note 40.
37. Share capital
Year ended
31 December
2024
Shares issued and fully paid:
Beginning of the year 261
Shares issued on reorganisation 499,943
Shares issued on listing 218,182
718,386
All ordinary shares rank pari-passu in all respects including voting rights,
and the right to receive dividends and distributions, if any, declared, made
or paid in respect of Ordinary shares.
Proceeds received in addition to nominal value of the shares issued during the
year have been included in share premium less registration and other
regulatory fees and net of related tax benefits. Costs of new shares charged
to equity amounted to £241,000.
38. Dividends
No dividends have been paid out to shareholders during the period (2023:
£nil).
39. Events after reporting period
On the 31 March 2025 the Company announced the acquisition of 100% of shares
of EMC Elite Engineering Services Ltd, a niche mechanical and electrical
engineering service provider to the power generation, process and aggregate
industries.
40. Related party transactions
The Company had a funding facility with Oranmore Limited, whose majority
shareholder is also a shareholder of the Group. As at 31 December 2024 the
Company had repaid the full balance of the facility. As at 31 December 2023
the Company had drawn down £1.25m of this facility, incurring interest at a
rate of 6%. During the year the Company was charged interest of £170,158 on
the funding facility (2023: £18,145).
During the year the Company was provided services by the following entities
whose majority shareholder is also a shareholder of the Company:
Amcomri Management Services Limited - Payments received of £22,211 (2023:
18,872)
There is no outstanding balance as at 31 December 2024 (2023: £nil).
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