TIDMASBE
RNS Number : 0274A
Associated British Engineering PLC
28 January 2022
Company Registration No. 00110663 (England and Wales)
ASSOCIATED BRITISH ENGINEERING PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEARED
30 SEPTEMBER 2021
ASSOCIATED BRITISH ENGINEERING PLC Company Registration No.
00110663 (England and Wales)
REPORT AND FINANCIAL STATEMENTS
FOR THE YEARED 30 SEPTEMBER 2021
CONTENTS Page
Financial highlights 1
Chairmen's statement 2
Directors' report
3
Strategic report 6
Report of the independent auditor - Group
9
Group and Parent Company accounting policies 15
Consolidated income statement
21
Consolidated statement of comprehensive income 22
Group statement of financial position 23
Group statement of changes in equity 24
Group cash flow statement 25
Notes to the Group financial statements 26
Company statement of financial position
36
Company statement of changes in equity 37
Company cash flow statement
38
Notes to the Company financial statements
39
Statement of directors' responsibilities 45
Corporate governance report 46
Directors' remuneration report 51
Directors, registered office and advisers 54
The Directors' Report on pages 3 to 5 and the Directors'
Remuneration Report on pages 51 to 53 have each been drawn up in
accordance with the requirements of English law and liability in
respect thereof is also governed by English law. In particular, the
responsibility of the directors for these reports is owed solely to
Associated British Engineering plc.
The directors submit to the members their Report and Accounts
for the Group for the year ended 30 September 2021. Pages 1 to 8
and 46 to 54, including the Financial Highlights, Chairmen's
Statement, Directors' Report, Strategic Report, Corporate
Governance Report, Directors' Remuneration Report and the
Directors, Registered Office and Advisers page form part of the
Report of the Directors.
ASSOCIATED BRITISH ENGINEERING PLC
FINANCIAL HIGHLIGHTS
Year Period
ended ended
30 Sep 30 Sept
2021 2020
GBP'000 GBP'000
REVENUE - 165
OPERATING (LOSS)/PROFIT (88) 139
(LOSS)/PROFIT BEFORE TAXATION (87) 145
OTHER COMPREHENSIVE INCOME 385 327
NET ASSETS 889 591
BASIC (LOSS)/PROFIT PER 2.5p ORDINARY SHARE (4.25p) 263.0p
EQUITY SHAREHOLDERS' FUNDS PER 2.5p ORDINARY GBP0.43 GBP0.29
SHARE
ASSOCIATED BRITISH ENGINEERING PLC
CHAIRMEN'S STATEMENT
FOR THE YEARED 30 SEPTEMBER 2021
As you will be aware , in August 2020 we disposed of our
subsidiary British Polar Engines Limited (BPE) and as part of the
process we recovered assets for the Company and the Pension Fund.
In addition the Company was also able to remove from the Group
balance sheet as at September 2020 the liability for the Pension
Fund. The net result was to create positive assets as at September
2020 of GBP591,000, which in the year to September 2021 had
increased to GBP889,000. As at September 2020 the Company held cash
of GBP186,000 which rose to GBP489,000 as at September 2021.
As a result of the process in August 2020 and the sale of the
Group's main trading activities the group has had no trading
activities in 2021; therefore there is no turnover for the year to
September 2021. Group operating costs have been reduced to
GBP87,000 for the year to September 2021.
During the year to September 2021 the Company was able to
realise cash from some of its assets amounting to GBP380,000 and
these created a realised gain of GBP149,000 and a gain, previously
reported as unrealised, of GBP236,000; resulting in a combined
Comprehensive Profit of GBP385,000 in the year to September 2021
(2020 GBP327,000). The BPE Pension Fund, some of whose assets the
Directors monitor on their behalf, was also able to avail itself of
the same opportunity to realise assets .
As the Company currently has no trading activity and only two
directors and one employee within the group, the group has not been
affected by the COVID Pandemic or Brexit in either 2021 or in the
first part of 2022.
The net result for 2021 shows an increase in retained earnings
of the Group of GBP208,000 and an increase in Revaluation Reserve
of GBP90,000. (The results for the prior year were affected by the
release of the Pension Fund Liability and therefore are not
directly comparable).
As you will note in the balance sheet the Group continued to
hold Assets for Sale, which included a material quoted holding in
one entity, the valuation of which is subject to the market for
biotech companies on NASDAQ. Over the past 12 months this holding
has ranged from over $40 to $12 per share; the current price is
lower than the value at the September year end. Colin Weinberg was
a director of the parent company of the investment and was
instrumental in the development of that business. He resigned his
directorship in January 2019 and, in view of the potential
conflicts of interest that may arise, he is not participating in
decisions regarding the sale of that investment and its parent
company.
It is unfortunate to note that the Auditor still deems it
necessary to give a "Qualified Opinion" that as you will note in
their report relates solely to the lack of accounting information
from the former subsidiary BPE. This in no way affects the accounts
for 2021 or the balance sheet for any of the years reported on
herein and we advise you to read the audit report accordingly.
Nonetheless the Directors are looking for the suspension to be
lifted and to restart trading in its shares as soon as
possible.
In the meantime the directors are containing all costs and are
not taking any remuneration from the Company for their services as
directors. They continue to review any possible corporate
developments as they arise with a view to developing or acquiring a
new business activity within the Group.
We wish all our shareholders good health and we look forward to
new developments in 2022.
Colin Weinberg and Rupert Pearce Gould
Chairmen
Date: 27 January 2022
ASSOCIATED BRITISH ENGINEERING PLC
DIRECTORS' REPORT
FOR THE YEARED 30 SEPTEMBER 2021
The directors submit their report and audited accounts for the
year ended 30 September 2021.
RESULTS AND DIVIDS
The Group's loss after tax amounted to GBP86,572 (2020:
GBP144,800 profit). The directors are unable to recommend a
dividend on the ordinary shares for the year (2020: GBPNil per
ordinary share).
DIRECTORS
The names of the directors who served during the year from 1
October 2020 to 30 September 2021 are:
Mr C Weinberg Director
Mr R Pearce Gould Director
Biographical details of the directors are set out on page
54.
With regard to the appointment and replacement of directors, the
Company is governed by its Articles of Association, the Corporate
Governance Code, the Companies Act 2006 and related
legislation.
In accordance with the Articles of Association Mr R Pearce Gould
retires by rotation and, being eligible, offers himself for
re-election.
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE
The group has, as permitted by s.234 and s.235 of the Companies
Act 2006, maintained insurance cover on behalf of the directors and
secretary indemnifying them against certain liabilities which may
be incurred by them in relation to the company.
SUBSTANTIAL HOLDINGS
As at 30 September 2021 the Company had been notified of the
following substantial interests, in excess of 3%, in the issued
ordinary share capital of the Company:
Shareholders Notes
The Bank of New York (Nominees) The Bank of New York Nominees owns
Limited 12.98% of issued ordinary shares, of
which Colin Weinberg. owns 3.44% of
issued share capital.
Fiske Nominees Limited (FISKPOOL) FISKPOOL owns 12.87% of issued ordinary
shares, of which Stephen Cockburn has
a combined beneficial and non beneficial
interest in 7.53% of issued share capital.
R A Pearce Gould
Mr Pearce Gould's overall holding is
12.89% of issued ordinary shares, which
includes Rulegale below.
Stephen Cockburn Mr Cockburn's overall beneficial and
non beneficial interest is 9.18% of
issued ordinary shares, including Fiske
Nominees above.
C Weinberg Mr Weinberg's overall holding is 8.22%
of issued ordinary shares, including
Bank of New York above.
Lynchwood Nominees Limited Lynchwood owns 6.74% of issued ordinary
(2006420) shares.
Rulegale Nominees Limited JAMSCLT owns 5.28% of which Mr R A
(JAMSCLT) Pearce Gould has all of the issued
ordinary shares.
ASSOCIATED BRITISH ENGINEERING PLC
DIRECTORS' REPORT (continued)
FOR THE YEARED 30 SEPTEMBER 2021
___________________________________________________________________________________
Shareholders Notes
Hargreaves Lansdown (Nominees) Hargreaves Lansdown owns 5.27% of issued
Ltd ordinary shares.
(VRA)
W B Nominees Limited W B Nominees Limited owns 3.51% of
issued ordinary shares.
Interactive Investor Services Interactive Investor Services Nominees
Nominees Limited Limited owns 3.53% of issued ordinary
shares.
Barclays Direct Investing
Nominees Ltd (Clients) Barclays Direct owns 3.68% of issued
ordinary shares.
Vidacos Nominees Limited BBUCCCC owns 3.40% of which Graeme
(BBUCCC) Marshall owns all of the issued ordinary
shares.
Winterflood Securities Limited Winterflood Securities owns 3.04% of
(WINSCREEP) issued share capital.
BENEFICIAL INTERESTS IN SIGNIFICANT CONTRACTS
None of the directors had a material interest in any contract of
significance to which the Company or any of its subsidiaries was
party during the period.
BENEFICIAL INTERESTS IN THE SHARE CAPITAL OF THE COMPANY
The beneficial interests of the directors, who served during the
year, their spouses and dependents in the share capital of the
Company according to the register kept by the Company as at 30
September 2021 were as follows:
Ordinary shares
of
2.5p 2.5p
2021 2020
No. No.
Mr C Weinberg 168,404 168,404
Mr R Pearce Gould 264,049 264,049
No share options or derivatives were held by any of the
directors at 30 September 2021.
Since 30 September 2020 and up to and including 30 September
2021 there have been no changes in the directors' interests in the
share capital of the Company.
FINANCIAL INTERESTS
The Group uses various financial instruments and these include
cash, equity investments and various others, such as trade
receivables and trade payables which arise directly from its
operations. The main purpose of these financial instruments is to
raise finance for the Group's operations.
Further details of the policies adopted by the Group in respect
of the financial risk management are included within note 17 to the
Group financial statements and the Strategic Report.
ASSOCIATED BRITISH ENGINEERING PLC
DIRECTORS' REPORT (continued)
FOR THE YEARED 30 SEPTEMBER 2021
FINANCIAL INTERESTS - CAPITAL
The structure of the Group's and Company's capital, at nominal
value, is as follows:
No. in Nominal Total % of
issue Value Value Capital
GBP GBP GBP
Ordinary shares 2,048,990 0.025 51,255 1.9
Deferred shares 1,313,427 1.975 2,594,018 98.1
========== ======== ========== =========
The Deferred Shares are considered to be of negligible value and
therefore have not been reported on in the holdings of
directors.
DISABLED PERSONS
It is the Group's policy to give sympathetic consideration to
the recruitment, continuing employment, training, career
development and promotion of disabled persons.
EMPLOYEES
The Group recognises the importance of employees to the success
of the business and ensures that they are fully informed of events
that directly affect them and their working environment.
ENERGY AND EMISSIONS DATA
As the Group has not consumed more than 40,000 kWh of energy in
this reporting period, it qualifies as a law energy user under
these regulations and is not required to report on its emissions,
energy consumption or energy efficiency activities.
GOING CONCERN
After making appropriate enquiries, the Directors have a
reasonable expectation that the Company and the Group will have
adequate resources to continue in operational existence for the
foreseeable future.
AUDITOR AND DISCLOSURE OF INFORMATION TO THE AUDITOR
The auditor, Bright Grahame Murray, is deemed to be reappointed
under section 487(2) of the Companies Act 2006.
So far as the Directors are aware, there is no relevant audit
information that has not been brought to the attention of the
Company's auditor. Each Director has taken all reasonable steps to
make himself aware of any relevant audit information and to
establish that such information was provided to the auditor.
This confirmation is given and should be interpreted in
accordance with the provisions of section 418 of the Companies Act
2006.
A resolution to confirm the reappointment of Bright Grahame
Murray as auditor of the Company will be proposed at the 2021 AGM.
The confirmation has been recommended to the Board by its Audit
Committee and Bright Grahame Murray have indicated their
willingness to remain in office.
By order of the Board
Colin Weinberg
For and on behalf of the Board of Directors
Date: 27 January 2022
ASSOCIATED BRITISH ENGINEERING PLC
STRATEGIC REPORT
FOR THE YEARED 30 SEPTEMBER 2021
BUSINESS REVIEW
A review of the business and of events during the year is
contained in the Chairmen's Statement on page 2 which forms part of
the Strategic Report.
BUSINESS MODEL AND STRATEGY
The Associated British Engineering Group has one subsidiary
undertaking:
Akoris Trading Limited ("Akoris").
On 4 August 2020, the Group disposed of its investment in
British Polar Engines Limited ("BPE"), as outlined in note 9, page
41 of these financial statements.
S.172 STATEMENT
The d irectors of the C ompany are required under section 172 of
the Companies Act 2006 ('s.172') to act in a way that promotes the
success of the C ompany for the benefit of its shareholders as a
whole, whilst having regard to the following matters (amongst other
things): the likely long term consequences; the interests of the C
ompany's employees; the business relationships with suppliers and
customers; the impact on the community and the environment;
reputation for high standards of business conduct; and acting
fairly between shareholders.
The governance framework adopted by the Associated British
Engineering Group has been applied by the C ompany and its
subsidiary, Akoris Trading Limited, and the matters that the d
irectors of the C ompany are responsible for considering under
s.172 have been considered to an appropriate extent by the Board in
relation to both Company and its subsidiary. Further details of how
the Board has considered the matters set out in s.172 (for the
Group and for the C ompany) are set out in the Associated British
Engineering Plc Annual Report and Accounts, which does not form
part of this report. During the year, the d irectors have also
considered, both individually and together, relevant matters where
appropriate .
PRINCIPAL RISKS AND UNCERTAINTIES FACING THE BUSINESS
The Group's main operating business was its subsidiary
Akoris.
The Board controls risks by adopting appropriate strategies and
maintaining strong systems of internal control.
These strategies however cannot attempt to eliminate all risk,
but control the risks that we believe are appropriate to take to
maintain the group. Details of the group's risk management
processes are given in the Corporate Governance report on page
46.
We have considered below the current risk factors that are
considered by the Board to be material. However, in a changing
world, new risks may appear or immaterial risks may become more
important, and the directors will develop appropriate
strategies.
The Board is looking to identify additional business to acquire
with either high profitability or with the prospect of significant
profitability.
Market conditions
The company has currently no significant trade. There remains a
risk regarding the marketability of some of its investments and the
ability to liquidate them.
Reputational risk
Over many periods the Group has built up a reputation for
integrity and is aware that this can be easily damaged with the
consequential cost. To mitigate this risk, policies are in place
which, cover standards of behaviour and good governance.
ASSOCIATED BRITISH ENGINEERING PLC
STRATEGIC REPORT (continued)
FOR THE YEARED 30 SEPTEMBER 2020
COVID-19 risk
Considering the low number of employees, COVID-19 does not
affect the Group.
Brexit risk
As the service we provide is predominantly delivered to UK-based
customers, the impact of Brexit on our business is not as
significant as it is to other businesses. As a Board, we will
continue to closely monitor developments in the UK Government's
Brexit plans and any potential impacts on the company and so like
most businesses we are keen to have certainty over how Brexit will
be implemented.
Defined Benefit pension scheme funding
As from 4 August 2020, the date of sale of the subsidiary, the
Group no longer had any exposure to any defined benefit scheme.
Cyclical nature of the business
The trading outlook for the Group remains unpredictable due to
the requirement to identify a trading business in the midst of a
Global pandemic
Further consideration of risks and uncertainties in respect of
financial instruments that face the Group and Company is contained
in note 17 to the Group financial statements.
KEY PERFORMANCE INDICATORS
The Group uses various indicators to monitor its progress but in
view of the low level of trade providing a report does aid any
understanding.
Our employees
Whilst the Group does not have a specific human rights policy,
it has a strong commitment to upholding the principles of human
rights across our business.
CORPORATE GOVERNANCE
Details of corporate governance, which is part of this report
for the year to 30 September 2021, are disclosed in the Corporate
Governance report on page 46.
CORPORATE SOCIAL RESPONSIBILITY
The Group is committed to the protection of the environment and
the development of processes which ensure that any adverse impact
on the environment arising from its trading activities is minimised
by encouraging reduction in waste, awareness of recycling, and
encouraging employees to pay regard to environmental issues.
ASSOCIATED BRITISH ENGINEERING PLC
STRATEGIC REPORT (continued)
FOR THE YEARED 30 SEPTEMBER 2021
Employees
The Group's ability to achieve its commercial objectives and to
service the needs of society and its customers in a profitable and
competitive manner depends on the contribution of its employees.
Employees are encouraged to develop their contribution to the
business wherever they happen to work. The Group regularly keeps
employees up to date with financial and other information.
The Group currently employs three people, made up of two male
part time executives and one male part time administrator.
Total no. of officers/employees Number of males Number of females
% %
Senior Management 2 100 0
-------------------------------- ---------------- ------------------
Whole Workforce 1 100 0
-------------------------------- ---------------- ------------------
By order of the Board
Colin Weinberg
For and on behalf of the Board of Directors
Date: 27 January 2022
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF
ASSOCIATED BRITISH ENGINEERING PLC
Independent auditor's report to the members of Associated
British Engineering PLC
Qualified opinion
We have audited the financial statements of Associated British
Engineering PLC (the "parent company") and its subsidiary companies
(the "Group") for the year ended 30 September 2021 which comprise
of the consolidated income statement, the consolidated statement of
comprehensive income, the Group statement of financial position,
the Group statement of cash flows, the Group statement of changes
in equity, the Company balance sheet, the Company statement of
changes in equity, the Company statement of cash flows and the
notes to the financial statements, including a summary of
significant accounting policies. The financial reporting framework
that has been applied in their preparation is applicable law and UK
adopted international accounting standards.
In our opinion, except for the effects on the corresponding
figures of the matter described in the Basis for qualified opinion
section of our report, the financial statements:
-- give a true and fair view of the state of the group's and
company's affairs as at 30 September 2021 and of its loss for the
year then ended;
-- have been properly prepared in accordance with UK adopted
international accounting standards; and
-- have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for qualified opinion
On 4 August 2020 in the previous accounting period ended 30
September 2020 the company disposed of its investment in British
Polar Engines Limited which was the main trading subsidiary of
Associated British Engineering PLC. We were and continue to be
unable to obtain from the management of British Polar Engines
Limited details of the profit and loss account during the period 1
April 2019 until the date of disposal in August 2020. We were
therefore unable to confirm or verify by alternative means the
amounts included in the prior period consolidated statement of
comprehensive income. As a result of this matter we were unable to
determine whether any adjustments might have been found necessary
to the elements included in the prior period consolidated statement
of comprehensive income or the prior period consolidated statement
of cash flows. This did not impact our work on the consolidated
statement of financial position as at the 30 September 2020 or 30
September 2021 and the remainder of the group, as the assets and
liabilities of the disposed subsidiary are not included at either
30 September 2020 or 30 September 2021. The parent company
statement of financial position for both periods reported are also
unaffected as the investment has been disposed. Our audit opinion
on these financial statements is modified because of the possible
effect on the comparative figures presented in the consolidated
statement of comprehensive income.
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the group
and the parent company in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the
UK, including the FRC's Ethical Standard as applied to listed
public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our qualified opinion.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect
on the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF
ASSOCIATED BRITISH ENGINEERING PLC
Key Audit Matter- Group How the matter was addressed
in the audit- Group
Risk of management over ride of We performed a fraud risk assessment
internal controls in order to identify specific
areas of risk relating to management
ISAs (UK) require that we consider over ride of controls.
this.
We preformed testing of journals,
with particular focus on manual
adjustments to the income statement,
to mitigate the risk of manipulation
of revenue and the loss figures.
We independently assessed and
challenged accounting estimates
relevant to the financial statements
for evidence of bias by the
Directors that may represent
a risk of material misstatement
due to fraud for example accruals
and provisions.
We assessed the overall control
environment of the Group and
held meetings with the directors.
------------------------------------ --------------------------------------
Other than the matter described in the Basis for qualified
opinion section, we have determined there are no other key audit
matters to be communicated in our report.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the
director's use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the directors' assessment of the entity's ability to
continue to adopt the going concern basis of accounting
included:
-- Testing the model used for management's going concern
assessment which is primarily a cash flow forecast. Management's
assessment covered the 24 month period ended September 2023. We
assessed this process by reviewing the assumptions and whether
there was adequate support for these assumptions.
-- We considered the potential mitigating actions that
management may have available to it to reduce costs, manage cash
flows or raise additional financing and assessed whether these were
within the control of management and possible in the period of
assessment.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
group's and parent company's ability to continue as a going concern
for a period of at least 12 months from when the financial
statements are authorised for issue.
In relation to the entities reporting on how they have applied
the UK Corporate Governance Code, we have nothing material to add
or draw attention to in relation to the directors' statement in the
financial statements about whether the director's considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Our approach to the audit
We tailored the scope of our audit to ensure that we performed
enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the
Group, the accounting processes and controls, and the industry in
which the Group operates.
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF
ASSOCIATED BRITISH ENGINEERING PLC
The Group includes the listed parent Company (Associated British
Engineering PLC) and the main trading entity (British Polar Engines
Limited) until its disposal on 4 August 2020. The Group's
accounting process is structured around finance teams based in
Cambridge and Glasgow, maintaining their own accounting records and
controls.
The main focus of our audit has been the parent company as
explained above the main trading subsidiary, British Polar Engines
Limited, was disposed of during the prior period.
Our application of materiality
We apply the concept of materiality both in planning and
performing our audit, and in evaluating the effect of misstatements
on our audit and on the financial statements. For the purposes of
determining whether the financial statements are free from material
misstatement we define materiality as the magnitude of misstatement
that makes it probable that the economic decisions of a reasonably
knowledgeable person, relying on the financial statements, would be
changed or influenced.
We determined materiality for the Group to be GBP23,000, which
is 2.5% of gross assets. Gross assets is used as the benchmark for
materiality as it is considered the critical performance measure of
the Group. We use a different level of materiality, performance
materiality, to drive the extent of our testing and this was set at
83.33% of financial statement materiality for the audit of the
group financial statements.
We agreed with the Audit Committee that we would report to the
Committee all audit differences in excess of GBP750 as well as
differences below that threshold that, in our view, warranted
reporting on qualitative grounds. We also report to the Audit
Committee on disclosure matters that we identified when assessing
the overall presentation of the financial statements.
Other information
The other information comprises the information included in the
annual report as set out on pages 1 to 54 other than the financial
statements and our auditor's report thereon. The Directors' are
responsible for the other information. Our opinion on the financial
statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a
material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we
have performed, we conclude that there is a material misstatement
of the other information we are required to report on that
fact.
As described in the basis for qualified opinion section of our
report our audit report is qualified in respect of the
corresponding figures.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion, the part of the directors' remuneration report
to be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of
the audit:
-- the information given in the strategic report and the
directors' report for the financial year for which the financial
statements are prepared is consistent with the financial statements
and those reports have been prepared in accordance with applicable
legal requirements;
-- the information about internal control and risk management
systems in relation to financial reporting processes and about
share capital structures, given in compliance with rules 7.2.5 and
7.2.6 in the Disclosure Rules and Transparency Rules sourcebook
made by the Financial Conduct Authority (the FCA Rules), is
consistent with the financial statements and has been prepared in
accordance with applicable legal requirements; and
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF
ASSOCIATED BRITISH ENGINEERING PLC
-- information about the company's corporate governance code and
practices and about its administrative, management and supervisory
bodies and their committees complies with rules 7.2.2, 7.2.3 and
7.2.7 of the FCA Rules.
Matters on which we are required to report by exception
Except for the matter described in the Basis for qualified
opinion section of our report, in the light of the knowledge and
understanding of the group and the parent company and its
environment obtained in the course of the audit, we have not
identified material misstatements in:
-- the strategic report or the directors' report; or
-- the information about internal control and risk management
systems in relation to financial reporting processes and about
share capital structures, given in compliance with rules 7.2.5 and
7.2.6 of the FCA Rules.
Other than the matter described in the Basis for qualified
opinion section we have nothing to report in respect of the
following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
-- adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the parent company financial statements and the part of the
directors' remuneration report to be audited are not in agreement
with the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit; or
-- a corporate governance statement has not been prepared by the parent company.
Corporate governance statement
We have reviewed the directors' statement in relation to going
concern, longer-term viability and that part of the Corporate
Governance Statement relating to the group's compliance with the
provisions of the UK Corporate Governance Statement specified for
our review.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial
statements or our knowledge obtained during the audit:
-- Directors' statement with regards the appropriateness of
adopting the going concern basis of accounting and any material
uncertainties identified set out on page 49;
-- Directors' explanation as to its assessment of the group's
prospects, the period this assessment covers and why the period is
appropriate set out on pages 49 and 50;
-- Directors' statement on whether it has a reasonable
expectation that the group will be able to continue in operation
and meet its liabilities set out on pages 49 and 50;
-- Directors' statement on fair, balanced and understandable set out on page 49;
-- Board's confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on page
49;
-- The section of the annual report that describes the review of
effectiveness of risk management and internal control systems set
out on page 49; and
-- The section describing the work of the audit committee set out on page 47.
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF
ASSOCIATED BRITISH ENGINEERING PLC
Responsibilities of directors
As explained more fully in the directors' responsibilities
statement, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true
and fair view, and for such internal control as the directors
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the group's and the parent company's
ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the
group or the parent company or to cease operations, or have no
realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
-- We obtained an understanding of laws and regulations that
affect the group, focusing on those that had a direct effect on the
financial statements or that had a fundamental effect on its
operations. Key laws and regulations that we identified included
the UK Companies Act, IFRS, Listing rules, tax legislation and
employment legislation.
-- We enquired of the directors and reviewed ' meeting minutes
for evidence of non-compliance with relevant laws and regulations.
We also reviewed controls the directors have in place to ensure
compliance.
-- We gained an understanding of the controls that the directors
have in place to prevent and detect fraud. We enquired of the
directors about any incidences of fraud that had taken place during
the accounting period.
-- The risk of fraud and non-compliance with laws and
regulations and fraud was discussed within the audit team and tests
were planned and performed to address these risks. We identified
the potential for fraud in the following areas: revenue
recognition, related parties outside normal course of business,
management override and misappropriation of cash and other
assets.
-- We reviewed financial statements disclosures and tested to
supporting documentation to assess compliance with relevant laws
and regulations discussed above.
-- We enquired of the directors about actual and potential litigation and claims.
-- We performed analytical procedures to identify any unusual or
unexpected relationships that might indicate risks of material
misstatement due to fraud.
-- In addressing the risk of fraud due to management override of internal controls we tested the appropriateness of journal entries and assessed whether the judgements made in making accounting estimates were indicative of a potential bias.
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF
ASSOCIATED BRITISH ENGINEERING PLC
A further description of our responsibilities is available on
the FRC's website at:
https://www.frc.org.uk/auditors/audit-assurance/auditor-s-responsibilities-for-the-audit-of-the-fi/description-of-the-auditor%E2%80%99s-responsibilities-for
This description forms part of our auditor's report.
Other matters which we are required to address
We were appointed by the directors on 29 January 2021 to audit
the financial statements for the period ending 30 September 2021.
Our total uninterrupted period of engagement is 2 years, covering
the periods ending 30 September 2020 to date.
The non-audit services prohibited by the FRC's Ethical Standard
were not provided to the group or the parent company and we remain
independent of the group and the parent company in conducting our
audit.
Our audit opinion is consistent with the additional report to
the audit committee.
Use of our report
This report is made solely to the company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Bright Grahame Murray
Matthew Eade
Senior Statutory Auditor
For and on behalf of Bright Grahame Murray
Emperor's Gate
114a Cromwell Road
Kensington
London
SW7 4AG
Date: 27 January 2022
ASSOCIATED BRITISH ENGINEERING PLC
GROUP AND PARENT COMPANY ACCOUNTING POLICIES
FOR THE YEARED 30 SEPTEMBER 2021
BASIS OF PREPARATION
The Company is a public limited company incorporated in the
United Kingdom under the Companies Act 2006. The address of the
registered office is given on the final page of this annual
report.
The financial statements have been prepared on the going concern
basis.
These Group consolidated accounts and the company accounts have
been prepared in accordance with International Financial Reporting
Standards (IFRS) and with those parts of the Companies Act 2006
applicable to companies reporting under IFRS.
The Company's ordinary shares are listed on the London Stock
Exchange (LSE) under the ticker (ASBE) albeit that at the date of
preparation share trading was suspended. These financial statements
are presented in pound sterling because that is the currency of the
primary economic environment in which the Group operates and all
values are rounded to the nearest thousand pounds (GBP'000) except
where otherwise indicated.
The Company's accounting reference date is 30 September. These
financial statements are for the year 1 October 2020 to 30
September 2021. The comparative figures are for the period 1 April
2019 to 30 September 2020 (18 months).
NEWLY ISSUED ACCOUNTING STANDARDS
The following standards and amendments to existing standards
became effective from 1 January 2021 and are applicable for the
current reporting period:
-- Amendments to IAS 1, Presentation of Financial Statements.
The amendments clarify the basis used for the classification of
current and non-current liabilities.
-- Amendments to IAS 8, Accounting policies, Changes in
Accounting Estimates and Errors. The amendments introduce the
definition of an accounting estimate and include other amendments
to IAS 8 to distinguish changes in accounting estimates from
changes in accounting policies.
-- Amendments to IAS 37, Provisions, Contingent Liabilities and
Contingent Assets. The amendments clarify the costs that should be
included when assessing whether a contract is onerous.
The adoption of the above new and revised standards had no
impact on the financial statements of the Group for the year ended
30 September 2021.
The following amendments to existing standards have been issued,
but will become effective for annual periods beginning on or after
1 January 2022.
-- Amendments to IAS 1, Disclosure of Accounting policies.
Amendments to IAS 1 and the Materiality Practice Statement, to
accounting policies which require disclosure.
-- Amendments to IAS 37, Onerous contracts (Cost of fulfilling a
contract). The amendments clarify the meaning of 'cost to fulfil a
contract'.
-- Amendments to IAS 12, Deferred Tax related to Assets and
Liabilities. The amendment narrowed the scope of the recognition
exemption, so that it no longer applies to transactions that, on
initial recognition, give rise to equal taxable and deductible
temporary differences.
ASSOCIATED BRITISH ENGINEERING PLC
GROUP AND PARENT COMPANY ACCOUNTING POLICIES (continued)
FOR THE YEARED 30 SEPTEMBER 2021
GOING CONCERN
The Company has sufficient financial resources. As a
consequence, the Directors believe the Company is well placed to
manage its business risks successfully, including the impact of
Covid-19 and Brexit. The Directors regularly review the
forecasts.
In accordance with their responsibilities, the Directors of the
Company have considered the appropriateness of the going concern
basis, which has been used in the preparation of these financial
statements. The Directors have prepared trading and cash flow
forecasts for the Company, which take into account the future
performance of the Company and consider the impact of the Covid-19
pandemic. The forecasts, including allowance for reasonable
possible changes in trading performance indicate that the Company
should be able to operate for at least 12 months from the approval
of these financial statements. The Strategic Report and Directors
Report includes further disclosure on the Covid-19 impact.
The forecasts for the 12 months from approval of these financial
statements have been considered. As a result of the above
assessment, the Directors have a reasonable expectation that the
Company has adequate resources to continue in operational existence
for a minimum period of 12 months from the date of signing these
financial statements. Thus, they are adopting the going concern
basis in preparing the annual financial statements.
BASIS OF CONSOLIDATION
The consolidated accounts include the Company and its subsidiary
undertaking (from the date of acquisition or to the date of
disposal where applicable). Intra group sales and profits are
eliminated on consolidation. The accounts of the subsidiary
undertaking are made up to 30 September 2021.
A subsidiary is an entity controlled, either directly or
indirectly, by the Company, where control is the power to govern
the financial and operating policies of the entity so as to obtain
benefit from its activities. The acquisition method of accounting
is used to account for acquisition of subsidiaries by the Group.
The cost on an acquisition is measured as the fair value of the
assets given, equity instruments issued, and liabilities incurred
or assumed at the date of exchange. Acquisition costs are expensed
in the consolidated income statement for the period in which they
are incurred.
The consolidated financial statements consist of the results of
the following entities:
Entity Summary Description
Associated British Engineering Plc (ABE) Holding Company
Akoris Trading Ltd (AT) Trading Company
British Polar Engines Ltd (BPE) Trading Company. Disposed of in
previous
year. Please refer to note 9 on page 40.
REVENUE RECOGNITION
Revenue is measured at the fair value of the consideration
receivable by the Group for goods supplied and services provided,
excluding value added tax and trade discounts. Revenue from the
sale of spare parts is recognised when the goods are dispatched or,
if under a bill and hold arrangement, when they are available for
despatch to a specific customer. Revenue from the sale of engines
is recognised in accordance with the performance of contractual
terms and specifically when the engines have been satisfactorily
tested in accordance with contractual terms. Revenue from servicing
and repair work is recognised when the work is completed.
ASSOCIATED BRITISH ENGINEERING PLC
GROUP AND PARENT COMPANY ACCOUNTING POLICIES (continued)
FOR THE YEARED 30 SEPTEMBER 2021
ACCOUNTING ESTIMATES AND JUDGEMENTS
Management are required, in accordance with IFRS, to exercise
judgement and to make estimates and assumptions regarding the
application of accounting policies and the resulting effect on
reported amounts of assets, liabilities, income and expenses. These
estimates and assumptions are based on historical experience and a
review of current conditions prevailing at the time but actual
results may differ from these estimates. Any such revision is
recognised in the financial statements in the period in which the
change in circumstance is detected.
ACCOUNTING JUDGEMENTS
The key areas where management have exercised judgement in the
period, and the thought processes undertaken, are as follows:
DEFERRED TAX
Judgement is applied by management in determining the extent to
which the recovery of carried forward tax losses is probable for
the purpose of meeting the criteria for recognition as deferred tax
assets. Note 18 sets out information on carried forward tax losses
for which a deferred tax asset has not been recognised.
Accounting estimates
The key accounting estimates having an impact on carrying
amounts of assets and liabilities in the reporting period are as
follows:
INVENTORIES
Inventories are stated at the lower of cost (including an
appropriate proportion of attributable supplier rebates and
discounts) and net realisable values.
Net realisable value is the estimated selling price in the
ordinary course of business, less applicable variable selling
expenses. Provision is made for obsolete or slow-moving inventories
where appropriate.
INVENTORIES AND IMPAIRMENT OF INVENTORIES
Inventories of raw materials, work in progress and finished
goods are valued at the lower of cost and net realisable value.
Work in progress and finished goods include an appropriate
allocation of overheads.
Cost is on a first in, first out basis. Net realisable value is
the estimated selling price in the normal course of business, less
estimated costs of completion and provision is made for obsolete,
slow moving and defective inventories.
PROVISION FOR DOUBTFUL DEBTS
At the balance sheet date, each subsidiary evaluates the
recoverability of trade receivables and records provisions for
doubtful or disputed debts based on experience including
comparisons of the relative age of accounts and consideration of
the history. The actual level of debt collected may differ from the
estimated levels of recovery and could impact future operating
results positively or negatively. As at 30 September 2021
the Group has provided GBPNil (2020: GBPNil) against its trade receivables.
LEASED ASSETS
Leases of property and plant and equipment, where the Group has
substantially all the risks and rewards of ownership, are
classified as finance leases. Assets held under finance leases are
capitalised at lease inception at the lower of the asset's fair
value and the present value of the minimum lease payments.
Obligations related to finance leases, net of finance charges in
respect of future periods, are included as appropriate within
borrowings. The interest element of the finance cost is charged to
the income statement over the life of the lease so as to produce a
constant periodic rate of interest on the remaining balance of the
liability for each period. The property, plant or equipment is
depreciated on the same basis as owned plant and equipment or over
the life of the lease, if shorter.
ASSOCIATED BRITISH ENGINEERING PLC
GROUP AND PARENT COMPANY ACCOUNTING POLICIES (continued)
FOR THE YEARED 30 SEPTEMBER 2021
LEASED ASSETS (Continued)
Leases where the lessor retains substantially all the risks and
rewards of ownership are classified as operating leases. Operating
lease rentals (net of any related lease incentives) are charged
against profit on a straight line basis over the period of the
lease.
FOREIGN CURRENCIES
The functional and presentational currency of the parent company
and its subsidiaries is UK Pound Sterling, rounded to the nearest
thousand. Transactions in currencies other than the functional
currency are translated at the rate ruling at the date of the
transaction. At each balance sheet date, monetary assets and
liabilities denominated in foreign currencies are translated at the
rate of exchange ruling at the balance sheet date. Any gains or
losses arising from the transactions are taken to the income
statement.
PROPERTY, PLANT AND EQUIPMENT
Plant and equipment are stated at cost less depreciation and any
impairment in value. Depreciation is calculated to write down the
cost of all plant and equipment less its residual value by annual
instalments over their expected useful lives on the following
bases:
Plant and machinery 7 1/2 - 331/3 per cent straight line
These useful lives and residual values are reviewed in each
financial period.
Assets held under finance leases are depreciated over their
expected useful lives on the same basis as owned assets or where
shorter, over the term of the relevant lease. The gain or loss
arising on the disposal or retirement of an asset is determined as
the difference between the sales proceeds and the carrying amount
of the asset and is recognised as income.
The carrying values of plant and machinery are reviewed for
impairment when events or changes in circumstances indicate the
carrying value may not be recoverable. If any such indication
exists, and where the carrying values exceed the estimated
recoverable amount, the assets or cash generating units are written
down to their recoverable amounts.
TAXATION
The tax expense represents the sum of the tax currently payable
and deferred tax.
Current tax payable is based on the taxable profit or loss for
the year. Taxable profit differs from net profit as reported in the
income statement because it excludes items of income or expense
that are taxable or deductible in other periods and it further
excludes items that are never taxable or deductible. The Group's
liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the balance sheet
date.
Deferred tax is provided in full, using the liability method, on
temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the consolidated
financial statements. The deferred tax is not accounted for if it
arises from initial recognition of an asset or liability in a
transaction, other than a business combination, that at the time of
the transaction affects neither accounting nor taxable profit nor
loss. Deferred tax is determined using tax rates (and laws) that
have been enacted or substantially enacted by the balance sheet
date and are expected to apply when the related deferred tax asset
is realised or the deferred tax liability is settled.
Deferred tax is provided on temporary differences arising on
investments in subsidiaries, except where the timing of reversal of
the temporary differences is controlled by the Group and it is
probable that the temporary difference will not reverse in the
foreseeable future .
Deferred tax assets are recognised to the extent that it is
probable that future taxable profit will be available against which
the temporary differences can be utilised.
ASSOCIATED BRITISH ENGINEERING PLC
GROUP AND PARENT COMPANY ACCOUNTING POLICIES (continued)
FOR THE YEARED 30 SEPTEMBER 2021
CASH AND CASH EQUIVALENTS
Cash and cash equivalents in the Statement of Financial Position
comprise cash at bank and in hand and short term deposits with a
maturity of three months or less which are subject to an
insignificant risk of changes in value.
FINANCIAL ASSETS
Financial assets are recognised initially at fair value,
normally being the transaction price. In the case of financial
assets not at fair value through profit or loss, directly
attributable transaction costs are also included. The subsequent
measurement of financial assets depends on their classification.
The group derecognises financial assets when the contractual rights
to the cash flows expire or the financial asset is transferred to a
third party. This includes the de-recognition of receivables for
which discounting arrangements are entered into.
FINANCIAL INSTRUMENTS
Financial liabilities and equity instruments are classified
according to the substance of the contractual arrangements entered
into.
Where the contractual obligations of financial instruments
(including share capital) are equivalent to a similar debt
instrument, those financial instruments are classed as financial
liabilities. Financial liabilities are presented as such in the
balance sheet. Finance costs and gains or losses relating to
financial liabilities are included in the income statement. Finance
costs are calculated so as to produce a constant rate of charge on
the outstanding liability. Where none of the contractual terms of
share capital meet the definition of a financial liability then
this is classed as an equity instrument. Dividends and
distributions relating to equity instruments are debited direct to
equity.
Further analysis of the Group's financial instruments, and the
relevant exposure to risks and uncertainties, is stated in note 17
and the various classifications of financial assets and liabilities
are identified and explained.
Trade and other receivables
At the balance sheet date, the Company and its subsidiary
evaluate the recoverability of trade receivables and record
provisions for doubtful or disputed debts based on experience
including comparisons of the relative age of accounts and
consideration of history. The actual level of debt collected may
differ from the estimated levels of recovery and could impact
future operating results positively or negatively.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, demand
deposits, and other short-term highly liquid investments that have
maturities of three months or less from inception, are readily
convertible to a known amount of cash and are subject to an
insignificant risk of changes in value.
Trade and other payables
Trade and other payables are originally recognised at fair
value, net of transaction costs. Subsequent measurement is at
amortised cost using the effective interest rate method.
Investments in securities
Investments are recognised and derecognised on a trade date
where a purchase or sale of an investment is under a contract whose
terms require delivery of the investment within the timeframe
established by the market concerned, and are initially measured at
fair value, with all transaction costs being written off to the
income statement as incurred.
Investments are classified as available for sale and are
measured at subsequent reporting dates at fair value. Gains and
losses arising from changes in fair value of available for sale
financial assets are included in other comprehensive income for the
period. When the asset is disposed of or deemed to be impaired, the
cumulative gain or loss is reclassified from equity reserve to
income statement.
ASSOCIATED BRITISH ENGINEERING PLC
GROUP AND PARENT COMPANY ACCOUNTING POLICIES (continued)
FOR THE YEARED 30 SEPTEMBER 2021
IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT
At each balance sheet date the Group reviews the carrying
amounts of its property, plant and equipment to determine whether
there is any indication that those assets have suffered an
impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent
of the impairment loss (if any). Where the asset does not generate
cash flows that are independent from other assets, the Group
estimates the recoverable amount of the cash-generating unit to
which the asset belongs.
Recoverable amount is the higher of fair value less costs to
sell and value in use. In assessing value in use the estimated
future cash flows are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset for
which the estimates of future cash flows have not been adjusted. If
the recoverable amount of an asset (or cash-generating unit) is
estimated to be less than its carrying amount, the carrying amount
of the asset (cash-generating unit) is reduced to its recoverable
amount. An impairment loss is recognised as an expense immediately,
unless the relevant asset is carried at a revalued amount, in which
case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying
amount of the asset (cash-generating unit) is increased to the
revised estimate of its recoverable amount, but so that the
increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been recognised
for the asset (cash-generating unit) in prior periods.
SEGMENTAL REPORTING
The standard requires financial information to be disclosed in
the financial statements in the same format in which it is
disclosed to the chief operating decision-maker. The chief
decision-maker has been identified as the Board, at which level
strategic decisions are made.
EQUITY AND RESERVES
Share capital represents the nominal value of shares that have
been issued except for the preference shares classified as debt.
Deferred shares represent shares arising from the sub-division of
ordinary shares of GBP2.
Share premium includes any premiums received on issue of share
capital. Any transaction costs associated with the issuing of
shares are deducted from share premium, net of any related income
tax benefits. Retained earnings include all current and prior
period retained profits and losses. Available for sale reserve
includes all gains and losses relating to Available for Sale
financial assets. Other reserves relate to movements not classified
in any of the reserves detailed above. Revaluation reserve includes
all gains and losses relating to Property, Plant and Equipment. All
transactions with owners of the parent are recorded separately
within equity.
ASSOCIATED BRITISH ENGINEERING PLC
CONSOLIDATED INCOME STATEMENT
FOR THE YEARED 30 SEPTEMBER 2021
Year Period
ended ended
30 Sep 30 Sept
Note 2021 2020
GBP'000 GBP'000
REVENUE 1 - 165
Operating costs 2 (88) (26)
-------- --------
OPERATING (LOSS)/PROFIT 3 (88) 139
Finance income 6 - 1
Other income 1 5
-------- --------
(LOSS)/PROFIT BEFORE TAXATION (87) 145
Taxation 7 - -
-------- --------
(LOSS)/PROFIT FOR THE YEAR FROM
CONTINUOUS OPERATIONS (87) 145
======== ========
PROFIT ON DISPOSAL OF DISCONTINUED OPERATIONS
(PAGE 41) 9 - 5,239
TOTAL (LOSS)/PROFIT FOR THE YEAR (87) 5,384
======== ========
PROFIT/(LOSS) PER SHARE ON PROFIT/(LOSS)
FOR THE YEAR
ATTRIBUTABLE TO EQUITY HOLDERS OF THE
PARENT COMPANY
BASIC AND DILUTED PROFIT FROM DISCONTINUED
OPERATIONS - 256.0p
BASIC AND DILUTED (LOSS)/PROFIT 8 (4.25p) 263.0p
======== ========
(Loss)/Profit for the year attributable
to:
Owners of the Company (87) 5,384
Non-controlling interests - -
-------- --------
(87) 5,384
-------- --------
The accounting policies on pages 15 to 20 and the notes on pages
26 to 35 form part of these accounts.
ASSOCIATED BRITISH ENGINEERING PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 30 SEPTEMBER 2021
Year Period
ended ended
30 Sep 30 Sep
2021 2020
GBP'000 GBP'000
(Loss)/Profit in the year (87) 5,384
-------- --------
Other comprehensive income
Gain on available for sale financial assets
Unrealised gains (*) 236 327
Gains released to Retained Earnings 149 -
Other comprehensive profit in the year 385 327
-------- --------
TOTAL COMPREHENSIVE INCOME IN THE YEAR 298 5,711
======== ========
Total comprehensive income attributable
to:
Owners of the Company 298 5,711
Non-controlling interests - -
298 5,711
======== ========
(*) = Items which may subsequently be reclassified to the Income
Statement.
All activities are classified as continuing.
The accounting policies on pages 15 to 20 and the notes on pages
26 to 35 form part of these accounts.
ASSOCIATED BRITISH ENGINEERING PLC Company Number: 00110663
GROUP STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2021
Note 2021 2020
GBP'000 GBP'000
ASSETS
Non-current assets
Available for sale financial assets 12 419 413
-------- --------
419 413
Current assets
Trade and other receivables 11 21 24
Cash and cash equivalents 489 186
510 210
-------- --------
Total assets 929 623
======== ========
EQUITY AND LIABILITIES
Called up share capital 13 51 51
Deferred shares 13 2,594 2,594
Share premium account 5,370 5,370
Other reserves 11 11
Available for Sale reserve 360 270
Retained earnings (7,497) (7,705)
-------- --------
Equity attributable to the Parent Company's
Equity shareholders 889 591
-------- --------
Total equity 889 591
-------- --------
LIABILITIES
Current liabilities
Trade and other payables 16 40 32
40 32
-------- --------
Total liabilities 40 32
Total equity and liabilities 929 623
======== ========
The financial statements were approved and authorised for issue
by the Board of Directors on 27 January 2022 and were signed below
on its behalf by:
C Weinberg
Director
The accounting policies on pages 15 to 20 and the notes on pages
26 to 35 form part of these accounts.
ASSOCIATED BRITISH ENGINEERING PLC
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 30 SEPTEMBER 2021
Attributa-ble
Share Share Deferred Other Available Revaluation Retained to owners
capital premium shares reserve for Sale reserve earnings of the Total
reserve parent
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at
1 April 2019 51 5,370 2,594 11 805 550 (13,089) (3,708) (3,708)
Profit for
the period - - - - - - 145 145 145
Other
comprehensive
income
Disposal of
subsidiary - - - - (862) (550) 5,239 3,827 3,827
Unrealised
gain on
Available
for Sale
financial
assets (*) - - - - 327 - - 327 327
-------------- -------------- -------------- -------------- -------------- -------------- -------------- -------------- --------------
Balance at
1 October
2020 51 5,370 2,594 11 270 - (7,705) 591 591
-------------- -------------- --------------- -------------- -------------- -------------- --------------- --------------- ---------------
Loss for the
year - - - - - - (87) (87) (87)
Other
comprehensive
income
Unrealised
gain on
Available
for Sale
financial
assets (*) - - - - 385 - - 385 385
Realised gain
on
Available for
Sale
financial
assets
Fair value
adjustments - - - - 55 - (55) - -
Realised
gains - - - - (350) - 350 - -
-------------- -------------- --------------- -------------- -------------- -------------- --------------- --------------- ---------------
Balance at
30 September
2021 51 5,370 2,594 11 360 - (7,497) 889 889
====== ====== ====== ====== ====== ====== ======= ======= ======
(*) Items which may subsequently be reclassified to the Income
Statement.
The accounting policies on pages 15 to 20 and the notes on pages
26 to 35 form part of these accounts.
ASSOCIATED BRITISH ENGINEERING PLC
GROUP CASH FLOW STATEMENT
FOR THE YEARED 30 SEPTEMBER 2021
2021 2020
GBP'000 GBP'000
Cash flows from operating activities
Cash used in operations (77) 91
Net cash used in operating activities (77) 91
---------- ---------
Cash flows from investing activities
Movements in investments - (65)
Sale proceeds from trading investments 380 -
Sale proceeds from subsidiary disposal - 100
Net cash increase from investing activities 380 35
---------- ---------
Net increase in cash and cash equivalents 303 126
Cash decrease on disposal of subsidiary - (329)
Cash and cash equivalents at beginning of period 186 389
---------- ---------
Cash and cash equivalents at end of period 489 186
========== =========
CASH FLOW FROM OPERATING ACTIVITIES
2021 2020
GBP'000 GBP'000
(Loss)/profit from continuous operations (87) 145
Adjustments for changes in working capital:
Decrease/(increase) in trade and other receivables 3 (20)
Increase/(decrease) in payables 7 (34)
(77) 91
Cash used in operations (77) 91
========== =========
The accounting policies on pages 15 to 20 and the notes on pages
26 to 35 form part of these accounts.
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS - GROUP
FOR THE YEARED 30 SEPTEMBER 2021
1. SEGMENTAL REPORTING
All sales made in the prior period were within the United Kingdom
and relate to the rendering of services.
In the year ended 30 September 2021 save for dollar bank
accounts and overseas debtors, all of the
assets held by the Group were located in the United Kingdom and
all capital expenditure was incurred
within the United Kingdom.
Operating segments
The following segment information has been prepared in
accordance with IFRS 8, "Operating Segments", which defines
requirements for the disclosure of financial information of an
entity's operating segments.
The Board consider the Group on an individual company basis.
Reports by individual companies are used by the chief
decision-maker in the Group. Significant operating segments are
Associated British Engineering Plc and Akoris Trading Limited.
The Group's operations are located in the United Kingdom. Any
transactions between business units are on normal commercial terms
and conditions.
Akoris Trading Limited is a commodity and natural resource
trading, finance and investment company.
Associated British Engineering Plc is the Group's holding
company.
Associated
Year ending 30 September British Akoris
2021 Engineering Trading Consolidated
Plc Limited
GBP'000 GBP'000 GBP'000
External sales - - -
---------------- ---------------- -----------------
Segment result (LBIT) (84) (3) (87)
---------------- ---------------- -----------------
Net finance expenses -
Taxation -
-----------------
Loss after tax (87)
=================
Balance sheet
Segment assets 900 29 929
================ ================ =================
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS - GROUP (continued)
FOR THE YEARED 30 SEPTEMBER 2021
1. SEGMENTAL REPORTING (continued)
Associated
Period ended 30 September British British Akoris
2020 Engineering Polar Trading Consolidated
Plc Engines Limited
Limited
GBP'000 GBP'000 GBP'000 GBP'000
External sales 165 Unavailable - 165
------------- ------------ ---------- ---------------
Segment result PBIT/(LBIT) 146 Unavailable (1) 145
------------- ------------ ---------- ---------------
Net finance expenses -
Taxation -
---------------
Profit after tax 145
===============
Other information
Capital additions - Unavailable - -
Balance sheet
Segment assets 591 Unavailable 32 623
============= ============ ========== ===============
British Polar Engines was sold on 4 August 2020, for further
details please see note 9 (page 41).
All of the revenue recognised by the Group during the prior
period arose from contracts from customers
as defined in IFRS 15.
2. OPERATING COSTS Year Period
ended ended
30 Sep 30 Sep
2021 2020
GBP'000 GBP'000
Staff costs (note 4) 5 65
Other expenses 83 (39)
-------- -----------
88 26
======== ===========
3. OPERATING (LOSS)/PROFIT Year Period
ended ended
30 Sep 30 Sep
2021 2020
GBP'000 GBP'000
Operating (loss)/profit is stated after charging
Fees payable to the Company's auditor for
the audit of the Company's annual accounts:
PLC audit costs 9 9
The audit of the Company's subsidiaries pursuant
to legislation 1 1
======== ========
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS - GROUP (continued)
FOR THE YEARED 30 SEPTEMBER 2021
4. STAFF COSTS AND EMPLOYEES Year Period
ended ended
30 Sep 30 Sep
2021 2020
GBP'000 GBP'000
Wages and salaries 5 62
Social security costs - 3
5 65
======== ===========
The average monthly number of persons employed
by the Group during the period was:
Year Period
ended ended
30 Sep 30 Sep
2021 2020
Number Number
By activity
Administration 3 3
-------- -----------
3 3
======== ===========
5. DIRECTORS' REMUNERATION
Directors received emoluments of GBP1,050 (2020: GBP78,336).
Further details can be found on page 52.
Year Period
ended ended
30 Sep 30 Sep
KEY MANAGEMENT COMPENSATION 2021 2020
GBP'000 GBP'000
Remuneration of Group directors - 42
================== ========
The Group made no pension contributions in respect of Group
directors during the year ended 30
September 2021 .
6. INTEREST RECEIVED Year Period
ended ended
30 Sep 30 Sep
2021 2020
GBP'000 GBP'000
Interest receivable on cash and
cash equivalents - 1
---------- --------
- 1
---------- --------
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS - GROUP (continued)
FOR THE YEARED 30 SEPTEMBER 2021
7. TAXATION 30 Sep 30 Sep
2021 2020
GBP'000 GBP'000
The tax charge is set out below:
Current tax:
United Kingdom corporation tax at 19% (2020: - -
19%)
Total current tax and tax on profit on ordinary - -
activities
======== ========
The tax assessed for the period is different from the standard
rate of corporation tax in the UK of 19% (2020: 19%). The
differences are explained as follows:
30 Sep 30 Sep
2021 2020
GBP ' 0 GBP'000
0 0
(Loss)/profit on ordinary activities before
tax (87) 145
-------- --------
(Loss)/profit on ordinary activities multiplied
by standard rate of Corporation tax in the
UK of 19% (2020: 19%) (17) 28
Effects of:
Losses carried forward 17 -
Utilisation of tax losses - (28)
Taxation credit in the consolidated income - -
statement
======== ========
The Group has trading losses of approximately GBP1.5 million
(2020: 1.4 million) and capital losses of GBP8.0
million (2020: GBP8.3 million). These are available to set
against future taxable profits, taxation liabilities and
capital gains respectively. The trading losses are available to
be used against future profits arising from
the same trade within the Group. These amounts are subject to
agreement with Her Majesty's Revenue
and Customs. Deferred tax assets have not been recognised in the
Group accounts. As the timing and
extent of taxable profits are uncertain, a deferred tax asset of
GBP278k (2020: GBP265k) arising on the trading
losses has not been recognised in the financial statements.
8. (LOSS)/PROFIT PER SHARE
The calculation of loss per ordinary share is based on the loss
attributable to ordinary shareholders
divided by the weighted average number of shares in issue during
the period.
2021 2020
Weighted Weighted
Average Per shares Average Per shares
number amount number amount
Loss of shares pence Profit of shares pence
GBP'000 GBP'000
Basic and diluted
(loss)/profit
per share (87) 2,048,990 (4.25p) 5,384 2,048,990 263.0p
======== =========== ============= ========= =========== =============
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS - GROUP (continued)
FOR THE YEARED 30 SEPTEMBER 2021
9. PROPERTY, PLANT AND EQUIPMENT Freehold
land and Plant
buildings and machinery Total
GBP'000 GBP'000 GBP'000
COST
At 1 April 2019 689 1,440 2,129
Additions - - -
Disposal of subsidiary (689) (1,438) (2,027)
At 30 September 2020 - 2 2
----------- ---------------- --------
At 30 SEPTEMBER 2021 - 2 2
----------- ---------------- --------
ACCUMULATED DEPRECIATION
At 1 April 2019 194 1,401 1,595
Charge for period 34 50 84
Eliminated on disposal of subsidiary (228) (1,449) (1,677)
At 30 September 2020 - 2 2
----------- ---------------- --------
At 30 SEPTEMBER 2021 - 2 2
----------- ---------------- --------
CARRYING AMOUNTS
At 30 SEPTEMBER 2021 - - -
=========== ================ ========
At 30 September 2020 - - -
=========== ================ ========
At 31 March 2019 495 39 534
=========== ================ ========
10. CAPITAL COMMITMENTS
At 30 September 2021 the Group had capital commitments of GBPNil
(2020: GBPNil).
11. TRADE AND OTHER RECEIVABLES 2021 2020
GBP'000 GBP'000
Other receivables 21 21
Prepayments and accrued income - 3
-------------- --------
21 24
============== ========
Trade receivables disclosed above are classified as loans and
receivables and are measured at
amortised cost.
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS - GROUP (continued)
FOR THE YEARED 30 SEPTEMBER 2021
11. TRADE AND OTHER RECEIVABLES (Continued)
Movement in the allowance for doubtful debts:
2021 2020
GBP'000 GBP'000
Balance at the beginning of the period - 834
Increase in provision - -
Disposal of subsidiary - 834
Balance at the end of the period - -
=========== ========
12. AVAILABLE FOR SALE INVESTMENTS 2021 2020
GBP'000 GBP'000
Listed Securities (quoted and unquoted) 419 413
============= ========
GBP'000
Opening balance 413
Revaluations 385
Disposals (379)
Closing balance 419
================
Gains or losses on available for sale investments are presented
within other comprehensive income.
IFRS 13 requires that the fair value reflects "exit price" and
is valued in line with the relevant "unit of account" and the fair
value of the equity investments held is calculated by reference to
the quoted market price at the year end. Available for sale
investments are valued based on active markets' prices. As at 30
September 2021, the investments are reported under Level 1 in the
fair value hierarchy.
As described in prior financial statements the Group held an
investment in SalvaRx Group plc. During the previous period that
entity disposed of its interest in its subsidiary, SalvaRx Limited
to Portage Biotech Inc. Subsequently as part of a demerger, SalvaRx
Group plc transferred 12,600,000 shares in Portage Biotech Inc, to
the Group. As part of the sale of BPE in the previous period, 40%
of those shares and the shares in SalvaRx Group plc were
transferred to the Company.
13. CALLED UP SHARE CAPITAL 2021 2020
GBP'000 GBP'000
Nominal value:
Allotted and fully paid:
2,048,990 ordinary shares of GBP0.025 each 51 51
1,313,427 deferred shares of GBP1.975 each 2,594 2,594
-------- --------
2,645 2,645
======== ========
Carrying value:
Equity shares:
2,048,990 ordinary shares of GBP0.025
each 51 51
======== ========
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS - GROUP (continued)
FOR THE YEARED 30 SEPTEMBER 2021
13. CALLED UP SHARE CAPITAL (Continued)
The structure of the Group and Company's capital is as
follows:
Ordinary Ordinary Deferred Deferred Share
Shares Shares Shares Shares Premium
No. GBP'000 No. GBP'000 GBP'000
Balance at 30 September
2021 (GBP0.025/GBP1.9752
shares) 2,048,990 51 1,313,427 2,594 5,370
========== ========= ========== ========= ========
Further to the Extraordinary General Meeting held on 1 September
1999 the ordinary shares have 200
votes per share.
The deferred shares do not have voting rights and do not carry
any entitlement to attend general meetings
of the Company; they are not admitted to any Stock Exchange and
carry a right to participate in any return
of capital once an amount of GBP100 has been paid in respect of
each new ordinary share.
Capital management
The Group manages its capital to ensure that entities in the
Group will be able to continue as going
concerns while maximising the return to stakeholders through the
optimisation of the debt and equity
balance.
The capital structure of the Group consists of called up share
capital, deferred shares, share premium
account, other reserves and retained earnings. The Group is not
subject to any externally imposed capital
requirements.
14. NON-CONTROLLING INTERESTS
At the period-end, the Group held 99.7% of Akoris Trading Limited's
Ordinary Share capital.
15. RETIREMENT BENEFIT SCHEMES
The Group has, as a result of the disposal of British Polar
Engines Ltd in the prior period, no retirement defined benefit
scheme.
16. PAYABLES 2021 2020
GBP'000 GBP'000
Current
Trade payables 1 2
Other payables 21 21
Accruals 18 9
-------- --------
40 32
======== ========
All current payables are expected to mature within a period of 6
months.
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS - GROUP (continued)
FOR THE YEARED 30 SEPTEMBER 2021
17. FINANCIAL INSTRUMENTS
The fair value of financial assets and liabilities, together
with the carrying amounts shown in the Group
balance sheet, are as follows.
No financial assets or liabilities have been reclassified during
the period.
2021 2020
Loans and Fair value Loans and Fair value
Receivables Profit or receivables Profit
loss or loss
GBP'000 GBP'000 GBP'000 GBP'000
Financial assets:
Trade and other receivables 21 - 24 -
------------ ----------- ------------ -----------
Total current 21 - 24 -
Total 21 - 24 -
============ =========== ============ ===========
Trade and other payables 40 - 32 -
Loans - - - -
------------ ----------- ------------ -----------
Total current 40 - 32 -
Total 40 - 32 -
============ =========== ============ ===========
Trade and other receivables exclude the value of any prepayments
or accrued income. Trade and other
payables exclude the value of deferred income. All financial
assets and liabilities have a carrying value
that approximates to fair value. For trade and other
receivables, allowances are made within the book
value for credit risk.
RISKS
The main risks arising from the Group's financial instruments
are market risk, liquidity risk and credit risk.
Market risk includes price commodity risk, foreign exchange risk
and interest rate risk. The Group has
an exposure to foreign exchange risk to the extent that
investments may be priced in US dollars or other
currencies and has no loans, therefore limited exposure to
interest rate risk.
Cash and cash equivalents held at floating rates expose the
entity to cash flow risk. Interest rate risk is
limited to the cash and cash equivalents.
Based on the balance sheet value of cash and cash equivalents, a
1% change in interest base rates
would lead to an increase or decrease in income and equity of
GBP4,894 (2020 - GBP1,865).
The Board reviews and agrees policies for managing each of the
above risks and they are summarised
below and in the accounting policies to the Group financial
statements. These policies have been
consistently applied throughout the period.
COMMODITY PRICE RISK
The Group holds no stock and as such has no exposure to
commodities.
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS - GROUP (continued)
FOR THE YEARED 30 SEPTEMBER 2021
17. FINANCIAL INSTRUMENTS (continued)
LIQUIDITY RISK
The Group's liquidity is dependent on the cash balances
available and it is the Group's policy to place
surplus cash on deposit to ensure it has an appropriate rate of
return. The Board reviews an annual 12
month financial projection as well as information regarding cash
balances.
CREDIT RISK
The Group's principal financial assets are cash deposits,
available for sale financial assets and trade and
other receivables. The credit risk associated with the cash is
limited as the counterparties have high credit
ratings assigned by international credit-rating agencies. The
principal credit risk arises therefore from its
trade and other receivables and available for sale financial
assets.
In order to manage credit risk the directors of the subsidiary
company set limits for customers based on a
combination of payment history, third party credit references
and knowledge of the customers. Credit limits
are reviewed by the subsidiary's directors on a regular basis in
conjunction with debt ageing and
experience. In 2019 there were a limited number of
concentrations of credit risk. In the prior year, the
Group had exposure to two large debtor balances at the period
end which accounted for almost a third of
the balance due between 61 and 120 days. There were no such
large debtors as at 30 September 2021.
Where appropriate, the subsidiary company requests payment or
part-payment in advance of shipment.
In connection with the trade receivables, there is a risk of
warranty claims, which the subsidiary company
tries to minimise. The carrying value of the trade receivables
represents the maximum credit risk exposure
and therefore sensitivity analysis has not been performed.
Collection procedures in relation to receivables are initiated
once the credit terms are exceeded and trade
receivables both due and not yet due are reviewed on a line by
line basis, with adequate provision being
made against period end balances where appropriate. During the
period an additional provision of GBPNil
(2020: Nil) has been included in the financial statements.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table provides an analysis of financial
instruments that are measured subsequent to initial
recognition at fair value into Levels 1 to 3 based on the degree
to which the fair value is observable:
-- Level 1 fair value measurements are those derived from quoted
prices in active markets for identical assets or liabilities;
-- Level 2 fair value measurements are those derived from inputs
other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices); and
-- Level 3 fair value measurements are those derived from
valuation techniques that include inputs for the asset or liability
that are not based on observable market data (unobservable
inputs).
Level Level Level Total
1 2 3
GBP'000 GBP'000 GBP'000 GBP'000
Available for sale financial
assets
Quoted and unquoted securities 419 - - 419
======== ======== ======== ========
In the prior period, the fair value of financial instruments was
observed to be Level 1 (2020:GBPNil). However,
during the current period this has subsequently changed given
that they are now held at a discount to the
quoted market price. The directors consider it appropriate to
apply a discount due to a lack of liquidity in
the markets.
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS - GROUP (continued)
FOR THE YEARED 30 SEPTEMBER 2021
18. DEFERRED TAXATION
The deferred taxation liability at 30 September 2021 was GBPNil
(2020: GBPNil).
No provision has been made for the potential deferred tax assets
on the trading losses carried forward
as they are not sufficiently certain to crystallise in the
foreseeable future. This assumption will be
revisited on an annual basis or as and when circumstances
change. The amounts not recognised, all of
which have been calculated at 19% (2020: 19%) are set out
below:
Group 2021 2020
GBP'000 GBP'000
Arising from trading losses 278 265
Arising from capital losses 1,520 1,577
1,798 1,842
======== ========
19. CONTINGENT LIABILITIES
The Group had no contingent liabilities as at 30 September 2021
(2020: GBPNil).
20. COMMITMENTS UNDER OPERATING LEASES
The Group had no commitments under non-cancellable operating
leases as at 30 September 2021
(2020: GBPNil).
21. SUBSIDIARIES
At 30 September 2021 the Company held share capital in the
following subsidiaries:
Company % Holding Activity Registered Country of
office Incorporation
Akoris Trading 99.7% Commodity, natural 9 High Street England &
Limited resource finance, Little Eversden Wales
trading and investment Cambridge
CB23 1HE
The investment in Akoris Trading Limited was fully provided
against at 30 September 2021 and 2020.
The investment in British Polar Engines Limited was disposed of
on 4 August 2020, as outlined in note
9 on page 41.
ASSOCIATED BRITISH ENGINEERING PLC Company Number: 00110663
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2021
2021 2020
Note GBP'000 GBP'000
ASSETS
Non-current assets
Available for sale financial assets 10 419 413
-------- --------
419 413
-------- --------
Current assets
Trade and other receivables 11 21 24
Cash and cash equivalents 460 154
-------- --------
481 178
-------- --------
T Total assets 900 591
======== ========
EQUITY AND LIABILITIES
Called up share capital 15 51 51
Deferred shares 15 2,594 2,594
Share premium account 5,370 5,370
Other reserve 212 212
Available for sale reserve 360 270
Retained earnings (7,725) (7,936)
-------- --------
Total equity 862 561
-------- --------
LIABILITIES
Current liabilities
Trade and other payables 12 38 30
Total liabilities 38 30
======== ========
Total equity and liabilities 900 591
======== ========
Under section 408 of the Companies Act 2006, the company is
exempt from the requirements to present its own Income statement.
The loss after tax for the period was GBP84,452 (2020: GBP245,757
profit)
The financial statements were approved and authorised for issue
by the Board of Directors on 27 January 2022 and were signed below
on its behalf by:
C Weinberg
Director
The accounting policies on pages 15 and 20 and the notes on
pages 39 to 44 form part of these accounts.
ASSOCIATED BRITISH ENGINEERING PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 30 SEPTEMBER 2021
Available
Share Share Deferred Other for Retained Total
capital premium shares reserve Sale earnings
Financial
Assets
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP000
Balance at 1 April 2019 51 5,370 2,594 212 (57) (8,182) (12)
-------------- -------------- --------------- -------------- -------------- --------------- --------------
Profit for the period - - - - - 246 246
Other comprehensive income
Unrealised loss on Available
for Sale financial assets
(*) - - - - 327 - 327
-------------- -------------- --------------- -------------- -------------- --------------- ---------------
Balance at 1 October 2020 51 5,370 2,594 212 270 (7,936) 561
-------------- -------------- --------------- -------------- -------------- --------------- --------------
Loss for the year - - - - - (84) (84)
Other comprehensive income
Unrealised gain on Available
for Sale financial assets
(*) - - - - 385 - 385
Realised gain on Available
for Sale financial assets
Fair value adjustments Realised
gains
- - - - 55 (55) -
- - - - (350) 350 -
-------------- -------------- --------------- -------------- -------------- --------------- --------------
Balance at 30 September
2021 51 5,370 2,594 212 360 (7,725) 862
====== ====== ====== ====== ====== ======= =======
(*) Items which may subsequently be reclassified to the Income
Statement.
The accounting policies on pages 15 and 20 and the notes on
pages 39 to 44 form part of these accounts.
ASSOCIATED BRITISH ENGINEERING PLC
COMPANY CASH FLOW STATEMENT
FOR THE YEARED 30 SEPTEMBER 2021
2021 2020
GBP'000 GBP'000
Cash flows from operating activities
Cash used in operations (74) 59
Net cash used in operating activities (74) 59
-------- --------
Cash flows from investing activities
New investments - (65)
Sale proceeds from trading investments 380 -
Sale proceeds from subsidiary disposal - 100
Net cash derived from investing activities 380 35
-------- --------
Cash flows from financing activities - -
Net cash used in financing activities - -
-------- --------
Net increase in cash and cash equivalents 306 94
Cash and cash equivalents at beginning of period 154 60
-------- --------
Cash and cash equivalents at end of period 460 154
======== ========
CASH FLOW FROM OPERATING ACTIVITIES
2021 2020
GBP'000 GBP'000
(Loss)/profit before taxation (84) 246
Adjustments for:
Profit on disposal of subsidiary undertaking - (100)
Changes in working capital:
Decrease/(increase) in trade and other receivables 3 (19)
Increase/(decrease) in trade and other payables 7 (68)
Taxes paid - -
-------- --------
Cash used in operations (74) 59
======== ========
The accounting policies on pages 15 and 20 and the notes on
pages 39 to 44 form part of these accounts.
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS - COMPANY
FOR THE YEARED 30 SEPTEMBER 2021
1. OPERATING COSTS AND OPERATING LOSS Year ended Period
Operating loss is stated after charging 30 Sep ended
30 Sep
2021 2020
GBP'000 GBP'000
Fees payable to the Company's auditor for
the audit of the company's annual accounts 9 9
2. STAFF COSTS AND EMPLOYEES Year Period
ended ended
30 Sep 30 Sep
2021 2020
GBP'000 GBP'000
Wages and salaries 5 62
Social security costs - 3
5 65
=========== ========
The average monthly number of persons employed by the Company
during the period was:
Year Period
ended ended
30 Sep 30 Sep
2021 2020
Number Number
By activity
Directors 2 2
Administration 1 1
3 3
======= =======
3. DIRECTORS' REMUNERATION Year Period
ended ended
30 Sep 30 Sep
2021 2020
GBP'000 GBP'000
Remuneration in respect of directors was as
follows:
Remuneration - 42
========== ========
4. KEY MANAGEMENT COMPENSATION Year Period
ended ended
30 Sep 30 Sep
2021 2020
GBP'000 GBP'000
Remuneration of Company directors - 42
========== ========
The Company made no pension contributions in respect of Company
directors during the period ended 30 September 2021 or 30 September
2020.
5. TAXATION
There is no taxation liability at 30 September 2021
(30 September 2020: GBPNil)
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS - COMPANY
FOR THE YEARED 30 SEPTEMBER 2021
6. PROPERTY, PLANT AND EQUIPMENT
Computer
equipment Total
GBP'000 GBP'000
COST
At 1 April 2019 2 2
At 30 September 2020 2 2
------------ --------
At 1 October 2020 2 2
At 30 September 2021 2 2
------------ --------
ACCUMULATED DEPRECIATION
At 1 April 2019 2 2
At 31 September 2020 2 2
------------ --------
At 1 October 2020 2 2
At 30 September 2021 2 2
------------ --------
CARRYING AMOUNTS
At 30 September 2021 - -
============ ========
At 30 September 2020 - -
============ ========
At 31 March 2019 - -
============ ========
7. CAPITAL COMMITMENTS
At 30 September 2021 the Company has no capital commitments (30
September 2020: GBPNil)
8. INVESTMENTS IN SUBSIDIARIES
Company % Holding Activity Registered Country of
office Incorporation
Akoris Trading Limited 99.7% Commodity, 9 High Street England &
natural resource Little Eversden Wales
trading and Cambridge
investment CB23 1HE
The investment in Akoris Trading Limited was fully provided
against at 30 September 2021 and 2020. The investment in British
Polar Engines Limited was disposed of on 4 August 2020, as outlined
in note 9 on page 41.
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS - COMPANY
FOR THE YEARED 30 SEPTEMBER 2021
9. DISPOSAL OF SUBSIDIARY
The Board of Associated British Engineering Plc disposed of its
loans and shareholding in its subsidiary British Polar Engines
Limited ("BPE") on the 4 August 2020. The Company completed the
sale of all the ordinary share capital in its Principal Trading
subsidiary BPE for GBP1 and also assigned the balance of its
remaining debt due from BPE to its parent company, Associated
British Engineering Plc for GBP100,000. So as at 30 September 2020
the trade of BPE including its pension fund's assets and
liabilities, were no longer part of the Group. The results of BPE
for the period from 1 April 2019 to 4 August 2020 were uncertain
and depended to a large extent on the trading conditions in the
later part of this period and on an assessment of the pension
fund's performance. Unfortunately this was also a period of
considerable disruption due to a) COVID19, b) our chief accountant
of BPE having time off for personal problems and c) uncertainty
regarding the pension fund. Following the sale the directors of the
Company, despite strenuous efforts, have been denied access to the
accounting records of BPE to clarify the trading position for this
period to 4 August 2020. The Directors are of the opinion that the
lack of information on BPE does not materially affect the
understanding of the balance sheet at 30 September 2020 or the
business of the Group for the year to period to 30 September
2020.
At the disposal date of 4 August 2020, the total net liability
value of GBP5,139,275 consisted of:
Tangible assets GBP534,000
Available for sale investments GBP714,000
Inventories GBP165,000
Cash at bank GBP328,985
Other receivables GBP119,504
Other payables (GBP2,018,764)
Retirement benefit obligation (GBP4,982,000)
GBP5,139,275
Group gain on disposal of subsidiary
Consideration received GBP100,000
Net liability disposed of (GBP5,139,275)
Gain on disposal GBP5,239,275
Loss from discontinued operations -
Total gain from discontinued operations GBP5,239,275
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS - COMPANY
FOR THE YEARED 30 SEPTEMBER 2021
10. AVAILABLE FOR SALE INVESTMENTS 2021 2020
GBP'000 GBP'000
Listed securities 419 413
======== ========
Available
For Sale
financial
assets
GBP
Opening balance 413
Net fair value gain 385
Disposals (379)
Closing balance 419
-----------
Gains or losses on available for sale investments are presented
within other comprehensive income.
IFRS 13 requires that the fair value reflects "exit price" and
is valued in line with the relevant "unit of account" and the fair
value of the equity investments held is calculated by reference to
the quoted market price at the period end.
Available for sale investments, which are valued based on active
markets' prices, are reported under Level 1 in the fair value
hierarchy.
11. TRADE AND OTHER RECEIVABLES 2021 2020
GBP'000 GBP'000
Amounts falling due within one period
Trade and other receivables 21 21
Other taxation and social security receivables - 3
-------- --------
21 24
======== ========
12. TRADE AND OTHER PAYABLES 2021 2020
GBP'000 GBP'000
Amounts falling due within one period
Trade and other payables 21 23
Accruals and deferred income 17 7
-------- --------
38 30
======== ========
13. FINANCIAL INSTRUMENTS
The fair values of cash and cash equivalents, available for sale
financial assets, receivables and payables are assumed
to approximate to their carrying values.
The Company's financial instruments comprise cash and various
items, such as trade and other receivables, available for sale
financial assets and trade and other payables that arise directly
from its operations. The main purpose of these financial
instruments is to finance the Company's operations. At 30 September
2021 the Company has cash balances of GBP459,604 (2020: GBP153,840)
and no bank overdraft (2020: GBPNil).
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS - COMPANY
FOR THE YEARED 30 SEPTEMBER 2021
13. FINANCIAL INSTRUMENTS (continued)
RISKS
The main risks arising from the Company's financial instruments
are market risk, liquidity risk and credit
risk. Market risk includes foreign exchange risk and interest
rate risk. The Company has limited exposure
to foreign exchange risk and also has no loans, therefore
limited exposure to interest rate risk.
Cash and cash equivalents held at floating rates expose the
entity to cash flow risk. Interest rate risk is
limited to the cash and cash equivalents.
Based on the balance sheet value of cash and cash equivalents, a
1% change in interest base rates
would lead to an increase or decrease in income and equity of
GBP4,596 (2020: GBP1,539).
The Board reviews and agrees policies for managing each of the
above risks and they are summarised
overleaf and in the accounting policies to the Company financial
statements. These policies have been
consistently applied throughout the period.
LIQUIDITY RISK
The Company's liquidity is dependent on the cash balances
available and it is the Company's policy to
place surplus cash on deposit to ensure as high a rate of return
as possible. The Board reviews an annual
12 month financial projection as well as information regarding
cash balances on a monthly basis.
CREDIT RISK
The Company's principal financial assets are cash deposits,
available for sale financial assets and trade
and other receivables. The credit risk associated with the cash
is limited as the counterparties have high
credit ratings assigned by international credit-rating agencies.
The credit risk arising from its trade and
other receivables is negligible.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table provides an analysis of financial
instruments that are measured subsequent to initial
recognition at fair value into Levels 1 to 3 based on the degree
to which the fair value is observable:
-- Level 1 fair value measurements are those derived from quoted
prices in active markets for identical assets or liabilities;
-- Level 2 fair value measurements are those derived from inputs
other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices); and
-- Level 3 fair value measurements are those derived from
valuation techniques that include inputs for the asset or liability
that are not based on observable market data (unobservable
inputs).
Level Level Level Total
1 2 3
GBP'000 GBP'000 GBP'000 GBP'000
Available for sale financial
assets
Quoted and unquoted securities
(2021) 419 - - 419
======== ======== ======== ========
Available for sale financial
assets
Quoted securities (2020) 413 - - 413
==== ====
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS - COMPANY
FOR THE YEARED 30 SEPTEMBER 2021
14. DEFERRED TAXATION
2021 2020
GBP'000 GBP'000
Arising from trading losses 278 265
Arising from capital losses 1,520 1,577
-------- --------
1,798 1,842
======== ========
The trading losses are available to be used against future
profits.
Deferred tax assets on the trading losses have not been provided
in the financial statements as they are
not sufficiently certain to crystallise in the foreseeable
future. The amounts not recognised are set out
above.
15. CALLED UP SHARE CAPITAL 2021 2020
GBP'000 GBP'000
Nominal value:
Allotted and fully paid:
2,048,990 ordinary shares of GBP0.025 each 51 51
1,313,427 deferred shares of GBP1.975 each
share premium 2,594 2,594
-------- --------
2,645 2,645
======== ========
Carrying value:
Equity shares:
2,048,990 ordinary shares of GBP0.025 each 51 51
======== ========
Further to the Extraordinary General Meeting held on 1 September
1999 the ordinary shares have 200 votes per share.
The deferred shares do not have voting rights and do not carry
any entitlement to attend general meetings of the Company; they are
not admitted to any Stock Exchange and carry a right to participate
in any return of capital once an amount of GBP100 has been paid in
respect of each new ordinary share.
16. CONTINGENT LIABILITIES
There were no contingent liabilities at 30 September 2021.
17. RELATED PARTY TRANSACTIONS
The Company has taken advantage of the exemption with regard to
disclosing transactions with wholly-owned subsidiaries, on the
grounds that the results of the subsidiaries are included in the
publicly available consolidated financial statements of Associated
British Engineering Plc.
ASSOCIATED BRITISH ENGINEERING PLC
STATEMENT OF DIRECTORS' RESPONSIBILITIES
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic
Report, the Directors' Report, the Remuneration Report and the
financial statements in accordance with applicable law and
regulations.
Company law requires the directors to prepare financial
statements for each financial year. Under that law the directors
are required to prepare financial statements in accordance with
International Financial Reporting Standards, as adopted by the
European Union (IFRSs) and have also been chosen to prepare the
parent company financial statements under IFRS as adopted by the
European Union. Under Company Law the directors must not approve
the financial statements unless they are satisfied that they give a
true and fair view of the state of affairs of the Group and Company
and profit or loss of the Group for that year. In preparing these
financial statements, the directors are required to:
-- select suitable accounting policies and then apply them consistently
-- make judgements and accounting estimates that are reasonable and prudent
-- state whether applicable accounting standards, IFRS as
adopted by the European Union have been followed, subject to any
material departures disclosed and explained in the financial
statements
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business
-- prepare a directors' reports, strategic report and directors'
remuneration report which comply with the requirements of the
Companies Act 2006.
The directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group's and
Company's transactions and disclose with reasonable accuracy at any
time the financial position of the Company and the Group and enable
them to ensure that the financial statements and the directors
remuneration report comply with the Companies Act 2006 and Article
4 of the IAS Regulations. They are also responsible for
safeguarding the assets of the Company and the Group and hence for
taking reasonable steps for the prevention and detection of fraud
and other irregularities.
The directors confirm that:
-- so far as each director is aware, there is no relevant audit
information of which the Group's auditor is unaware; and
-- the directors have taken all steps that they ought to have
taken to make themselves aware of any relevant audit information
and to establish that the auditor is aware of that information.
-- the directors are responsible for preparing the annual report
in accordance with applicable law and regulations. The directors
consider the annual report and the financial statements, taken as a
whole, provides the information necessary to assess the company's
performance, business model and strategy and is fair, balanced and
understandable
WEBSITE PUBLICATION
The directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
DIRECTORS' RESPONSIBILITIES PURSUANT TO DTR4
To the best of their knowledge, the directors confirm:
-- the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position of the Group and
Company and profit or loss of the Group as at 30 September 2021;
and
-- the annual report, including the Strategic Report includes a
fair review of the development and performance of the business and
the position of the Group and Company, together with a description
of the principal risks and uncertainties faced.
C Weinberg
Director
Date: 27 January 2022
ASSOCIATED BRITISH ENGINEERING PLC
CORPORATE GOVERNANCE REPORT
(AS REFERRED TO IN THE DIRECTORS' REPORT)
In accordance with the requirements of the Listing Rules of the
Financial Conduct Authority, set out below are details of the
Company's corporate governance arrangements, including a statement
as to how the Company applies the main principles of the UK
Corporate Governance Code ("the Code"), together with a statement
regarding its compliance with specific provisions. The Code is
publicly available on the Financial Reporting Council's website
www.frc.org.uk . Whilst welcoming the principles contained within
the Code, the Board considers that it should be recognised that
what may be appropriate for a large Company may not necessarily be
so appropriate for a smaller company and the Company's current
circumstances. As a result, the Company has been in compliance
throughout the period with the provisions set out in the UK
Corporate Governance Code with the following exceptions:-
-- The division of responsibilities between the roles of
chairman and chief executive have not been clearly established, set
out in writing and agreed by the Board. This is contrary to
provision A.2.1. This has not been put in place because there is no
chief executive on the Board but the appointment of joint-chairmen
provides checks and balances;
-- The Company does not have a Nomination Committee, this is
contrary to provisions B2.1-B2.2 and B2.4. This has not been
considered necessary due to the size and nature of the Board which
consists of two part time executive directors;
-- The non-executive director of the Company has not been
appointed for specific terms as required by provision B2.3. This
has not been considered necessary as the sole incumbent resigned
and a new non-executive director has not been appointed;
-- There is no formal training programme for new directors on
joining the Board. This is contrary to provision B4.2. This has not
been considered necessary to date but will be actively considered
by the Board for new appointments;
-- The Board has not undertaken a formal and rigorous annual
evaluation of its own performance and the individual directors.
This is contrary to provision B.6.1. When a new non-executive
director is appointed this will be implemented.
-- The Board has not appointed independent non-executive
directors as required by B1.2, C.3.1, A4 and D2.1. The Board is
actively pursuing suitable candidates for the position(s).
Board of Directors
The Board comprises two part time executive directors, as
detailed in the Directors' Report.
The Board of Directors is responsible for formulating strategy
and monitoring financial performance. The directors are in frequent
contact throughout the period with the Group's management, meet as
required and also attend formal Board meetings. The strategies
proposed by management of the company and its subsidiaries are
fully discussed, critically examined against the best and long term
interests of not only the shareholders, but also customers,
employees, suppliers and various communities and environments
within which the Company operates. During the period, all serving
directors were in attendance at Board meetings.
The Board retains full responsibility for the direction and
control of the Group and has a formal schedule of matters in
respect of which decisions are reserved to it, covering key areas
including strategy formulation, acquisitions or disposals, approval
of the budget for the subsidiary, financial results, board
appointments and proposals for dividend payments.
The Board has full and timely access to relevant information
throughout the Group .
All directors have access to the advice and services of the
Company Secretary, who is responsible to the Board for ensuring
that Board procedures are complied with. There is also formal
agreed procedure for directors in the furtherance of their duties
to take independent professional advice as necessary at the Group's
expense.
The business address of each of the directors is 9 High Street,
Little Eversden, Cambridge CB23 1HE.
ASSOCIATED BRITISH ENGINEERING PLC
CORPORATE GOVERNANCE REPORT (continued)
(AS REFERRED TO IN THE DIRECTORS' REPORT)
The board is supported by Peter Morton the ABE Office
Administrator.
The Current Directors
Rupert Pearce Gould
Colin Weinberg
Short biographies of the directors appear on page 54 and show
considerable and varied experience in the business world and the
City.
Under the Company's Articles of Association, new directors and
at least one third of the directors retire from office each period.
The retiring director is eligible for re-election.
At the year end, there were no independent non-executive
directors. The directors continue to search for a suitable
candidate for the role and intend to appoint a non- executive
director in the near future.
Nominations Committee
The appointment of directors will be discussed by the full Board
until such time as there are two non-executive directors to form an
effective committee. Potential new non-executive directors are
proposed by all the members of the Board and major shareholders;
the Board considers these in the light of the Company's business
requirements and the need to have a balanced Board. The Board will
then implement an appropriate review committee.
Audit Committee
The Company's audit committee comprises the full Board. The
audit committee meets at least twice a year to monitor the
financial reporting process, including its annual and interim
accounts; the effectiveness of the Company's internal controls and
risk management systems; statutory audit of the annual accounts;
and to review and monitor the independence of the statutory auditor
and provision of additional services to the Company.
There is no internal audit function. Due to the size of the
finance function and the close involvement of directors, the Board
and the Audit Committee do not consider there to be a need for a
separate internal audit function.
As part of this process, the performance of the Group's major
division is considered, with key judgements, estimates and
accounting policies being approved by the subsidiary Board ahead of
recommendation to the Group board. The primary areas of financial
reporting judgement considered by the Committee in relation to the
2021 financial statements and how they were addressed are outlined
below:
Going concern
The committee considered the use of the going concern basis
following the disposal of BPE. The audit committee has considered
and approves of the changes in the company's policy of reducing the
forecast period of the business insofar as it has exempted
management from producing three-period projections. This will be
reviewed annually.
Revenue Recognition and Management Override
The Committee have reviewed the systems and control processes in
place during the financial year to 30 September 2021 and concluded
that, given the resources available, appropriate procedures are in
place. There is sufficient level of supervisory oversight in place
to ensure that revenue is not materially misstated and the risk of
management override has been reduced.
Recoverability of receivables
The Committee have reviewed the policy for providing for
doubtful debts and believe them to be both robust and adequate.
ASSOCIATED BRITISH ENGINEERING PLC
CORPORATE GOVERNANCE REPORT (continued)
(AS REFERRED TO IN THE DIRECTORS' REPORT)
Reappointing the auditor
The auditor, Bright Grahame Murray, is deemed to be reappointed
under section 487(2) of the Companies Act 2006.
Safeguards on non-audit services
Bright Grahame Murray do not provide any prohibited non-audit
services. In accordance with section 485 of the Companies Act 2006,
a resolution proposing that they be re-appointed will be put at a
General Meeting.
Assessing external audit effectiveness
The Audit Committee reviews audit quality every year using
feedback from the Auditors and Senior Management Team. The
effectiveness and quality of the audit process is considered by
focussing on the scope of the audit and auditor independence in
order to ensure that the quality of the audit process is not
compromised and remains effective.
The Board consider the independence and objectivity of the
external auditor on an annual basis, with particular regard to
non-audit services. There were no prohibited non-audit fees
incurred from the auditor during the period. The Board also receive
an annual confirmation of independence from the auditors.
The committee has overseen the preparation of the viability
statement and has conducted a robust examination of the risks
identified, the resulting actions that may be required and the
project outcomes.
Remuneration
The Company's remuneration committee comprises Rupert Pearce
Gould and Colin Weinberg. The remuneration committee is to meet at
least twice a year and has as its remit the determination and
review of, amongst others, the remuneration of directors including
company directors together with any incentive plans adopted, or to
be adopted, by the Company and the Group.
Communication with Shareholders
The Board believes it is important to respond adequately to the
queries of both private and institutional shareholders . The
Chairman's Statement in the Annual Report contains a business
review. An interim business review is also provided with the
half-period announcement. The Chairmen are available to
shareholders at any time to discuss strategy and governance
matters.
AUDIT AND INTERNAL CONTROL
The Board seeks to ensure that its report and accounts and other
financial statements provide a clear assessment of the Group's
business. All shareholders have the opportunity to ask questions
and express their views at the Company's Annual General Meeting, at
which all directors are available to take questions.
The directors are responsible for the Group's system of internal
control and reviewing its effectiveness and the processes in place
for risk management.
These controls can only ever provide reasonable but not absolute
assurance that assets are safeguarded against material misstatement
or loss, that proper accounting records are maintained, and that
the information used internally, or for publication, is accurate
and reliable. The key procedures, which existed to provide external
control, are as follows:
- A regular review is undertaken to assess the risks facing the
trading subsidiary and to enhance the systems which manage the risk
identified. Management establishes control procedures for each of
the risks identified and reports whether the key controls have
operated effectively
- Agreement of Group short term financial objectives and business plans
- Review by the Board of monthly Group Financial Statements and
monitoring of results against budget. The executive directors
attend regular Board meetings of the subsidiary
ASSOCIATED BRITISH ENGINEERING PLC
CORPORATE GOVERNANCE REPORT (continued)
(AS REFERRED TO IN THE DIRECTORS' REPORT)
AUDIT AND INTERNAL CONTROL (continued)
- The acquisition or disposal of a business may not be completed
without the approval of the Board.
- The operational responsibility for preparing the consolidated
accounts is delegated to a third party service provider with the
Board retaining responsibility for overall content, presentation
and final review of the consolidated accounts.
- Clearly defined organisation structures with segregation of
duties wherever practicable. Operating and financial
responsibilities for the subsidiary Companies are delegated to the
subsidiary Board and there are limits which apply to capital
expenditure and significant contracts.
- The executive directors attend regular Board meetings of the subsidiary
- Board control over treasury, taxation, legal, insurance and personnel issues
- The acquisition or disposal of a business may not be completed
without the approval of the Board.
- The operational responsibility for preparing the consolidated
accounts is delegated to a third party service provider with the
Board retaining responsibility for overall content, presentation
and final review of the consolidated accounts.
Risk Management
The Board confirms that there is an ongoing process for
identifying, evaluating and managing significant business risks
faced by the Group, including those risks relating to social,
environmental and ethical matters. This process was in place
throughout the period under review and up to the date of approval
of this report. The Audit Committee has kept under review the
effectiveness of the system of internal control and has reported
regularly to the Board.
Through these mechanisms, Group performance is continually
monitored, risks identified in a timely manner via a robust risk
assessment, their financial implication assessed, control procedure
re-evaluated and corrective actions agreed and where possible
implemented
The Board believes that it is not currently appropriate for the
Group to maintain an internal audit function due to the size of the
Group and the manner in which the Group operates.
Fair, Balanced and Understandable
We consistently seek to improve the process of compiling the
Annual Report to give the Board more time to assess whether it was
fair, balanced and understandable, as required by the Code. The
Board considered whether the Annual Report contained the necessary
information for shareholders to assess the Group's performance,
business model and strategy. The tone was reviewed to ensure a
balanced approach and, with the support of the Audit Committee, the
Board made sure the narrative at the front end of the report was
consistent with the financial statements.
VIABILITY STATEMENT
In accordance with provision C2.2 of the UK Corporate Governance
Code, published by the Financial Reporting Council ("FRC") in
September 2015, the directors have assessed the viability of the
Group over the immediate and foreseeable future and in
consideration of its sales and marketing projections. This
assessment has been made taking account of the current position of
the Group, the present immediate plan, the corporate planning
process, a budget for the operating company and the Group's
principal risks associated with the current plan.
The provision C2.2 of the UK Corporate Governance Code and
Appendix B of the FRC Guidance state that the period covered for
longer term viability statement should be significantly longer than
12 months from approval of the financial statements as set out in
the basis of preparation in the account policies of these financial
statements.
ASSOCIATED BRITISH ENGINEERING PLC
CORPORATE GOVERNANCE REPORT (continued)
(AS REFERRED TO IN THE DIRECTORS' REPORT)
VIABILITY STATEMENT (continued)
In assessing the prospects of the Group, the directors noted
that such assessment is subject to a degree of uncertainty that can
be expected to increase looking out over time and, accordingly,
that future outcomes cannot be guaranteed or predicted with
certainty. The Board have concluded that, at the time of theses
financial statements being signed, there is adequate visibility of
the 12 months ahead for these financial statements to be prepared
on the going concern basis.
On behalf of the Board
C Weinberg
Director
Date: 27 January 2022
ASSOCIATED BRITISH ENGINEERING PLC
DIRECTORS' REMUNERATION REPORT
Introduction
This report is submitted in accordance with Schedule 8 of the
Large and Medium sized Companies (accounts and Reports) (Amendment)
Regulations 2014 in respect of the year ended 30 September 2021.
The reporting requirements entail two sections to be included, a
Policy Report and an Annual Remuneration Report which are presented
below.
The Company's auditor, Bright Grahame Murray, is required to
give its opinion on certain information included in this report,
this comprises of the Directors Remuneration - single figure table
on page 51 and the information on directors shareholdings which is
contained in the directors' report on page 4 and also forms part of
this directors' remuneration report. Their report on these and
other matters is set out on pages 3 to 5.
Consideration by the Directors of Matters Relating to Directors'
Remuneration
The Company's Remuneration Committee considers Directors'
remuneration and has not sought advice or services from any person
in respect of its consideration of Directors' remuneration during
the year although the Directors expect from time to time to review
the fees against those paid to boards of directors of comparable
organisations and appointments. The Company does not have a Chief
Executive Officer, Senior Management or any full time employees and
relies on senior management in each subsidiary.
DIRECTORS' REMUNERATION POLICY REPORT
The roles of the directors are as follows:-
Joint Chairman and Deputy Chairman - Rupert Pearce Gould (part
time executive - operational)
Joint Chairman and Deputy Chairman - Colin Weinberg (part time
executive - finance)
The Company's policy is for the Directors to be remunerated in
the form of fees, payable monthly in arrears. The directors each
receive a fee for their services, which is agreed by the
Remuneration Committee after reviewing comparable organisations and
appointments. None of the directors receive a pension or other
benefit from the Company, nor do they participate in any bonus or
incentive schemes or share option schemes.
The fees are not specifically related to the Directors'
performance, either individually or collectively. The Board is also
entitled to be repaid all reasonable travelling subsistence and
other expenses incurred by them respectively whilst conducting
their duties as Directors, however no other remuneration or
compensation was paid or payable by the company during the period
to any of the current Directors. There will be no payment for loss
of office unless approved by a separate shareholder resolution.
Major decisions on Remuneration
The Company's policy is that the fees payable to each director
should reflect the time spent by the directors on the Company's
affairs and the responsibilities borne by each of the directors.
They should be sufficient to attract candidates of high calibre to
be recruited. The policy is for the Chairmen of the Board to be
paid higher fees than the other directors in recognition of the
more onerous role. The Remuneration policy is to review the
director's fee rates from time to time, benchmarking the fees
against comparable organisations and appointments, although such
review will not necessarily result in any change. Due to the nature
of the Company, there are no full time employees and therefore the
requirement to consider the percentage change in remuneration of
all employees when determining the Directors' remuneration is not
considered to be relevant.
The directors have agreements with the company that may be
terminated on one year's notice. In accordance with the Articles of
Association each director retires from office at the third annual
general meeting after the annual general meeting at which he was
last elected. A retiring director is eligible for re-election.
ASSOCIATED BRITISH ENGINEERING PLC
DIRECTORS' REMUNERATION REPORT (Continued)
A Director may resign by notice in writing to the Board at any
time giving one month's notice. None of the Directors are entitled
to compensation payable upon early termination of their
arrangements other than in respect of any unexpired notice
period.
In accordance with the reporting requirements of Large and
Medium sized Companies (accounts and Reports) (Amendment)
Regulations 2014, an Ordinary resolution for the approval of the
remuneration policy of the Company to remain in force for a
three-period period, was put to the members of the Annual General
Meeting and was effective from that date.
DIRECTORS'REMUNERATION - SINGLE FIGURE TABLE 30 Sep 30 Sep
(AUDITED)
2021 2020
Total Total
GBP'000 GBP'000
Mr R Pearce Gould - 14
Mr C Weinberg - 28
- 42
========== ========
The amounts above all relate to directors fees and represent the
total remuneration of the company's directors but excludes fees of
GBP1,050 for secretarial services (2020: GBPNil) paid by the Group
to Cambridge Corporate Consultants Limited, a company in which Mr
Pearce Gould is a director and has a beneficial interest.
This section of the report is subject to approval by a simple
majority of shareholders at the AGM in 2021, as in previous
periods.
Statement of Voting at the Annual General Meeting (AGM)
The 2020 Remuneration Report was presented to the AGM in
September 2020 and received shareholder approval following a vote
on a show of hands. 1.1% of the votes cast on the proxy forms were
against the Report and no votes were withheld. The proxy forms
returned contained no explanation for the votes against the
resolution.
Total Shareholder Return (TSR)
Source: Yahoo UK finance
ASSOCIATED BRITISH ENGINEERING PLC
DIRECTORS' REMUNERATION REPORT
The graph on page 51 shows the Company's TSR performance
compared to the FTSE All Share index over the past ten periods. TSR
is defined as share price growth plus reinvested dividends. This
provides a basis for comparison with a relevant equity index but
should be treated with caution in view of the small market in the
Company's shares and the fact that the ordinary shares were
suspended for the financial year of these accounts.
A statement of directors' shareholdings and interest is reported
in the directors' report on page 4.
Company Performance
The Board is responsible for the Company's business strategy and
performance.
The Statement of Directors' responsibilities, Corporate
Governance report and the Directors' Remuneration report on pages
45 to 53 form part of the Directors' report.
On behalf of the Board
C Weinberg
Director
Date : 27 January 2022
ASSOCIATED BRITISH ENGINEERING PLC
DIRECTORS, REGISTERED OFFICE AND ADVISERS
The Board comprises two directors:
COLIN WEINBERG (71) became a non-executive director on 10
November 2003. He was a member of the London Stock Exchange from
1980 to 1987 and was admitted to fellowship of the Securities
Institute in 1995. He was previously a non-executive director of
Peckham Building Society.
RUPERT PEARCE GOULD (70) was appointed as non-executive director
on 18 September 2016. Rupert has a degree in engineering and has
served as an executive director and chairman in both the public and
private sector. He was chairman of BPE from 2000 to 2020.
SECRETARY BANKERS
Mr R A Pearce Gould The Royal Bank of Scotland plc
61-65 Church Street Glasgow Cardonald B Branch
Harston 2139 Paisley Road West
Cambridge Glasgow
CB22 7NP G52 3JW
Registered No.110663
rpg@cmc-group.co.uk
AUDITOR CORPORATE ADVISERS
Bright Grahame Murray Beaumont Cornish Limited
Emperor's Gate 2nd Floor
114a Cromwell Road Bowman House
Kensington 29 Wilson Street
London London
SW7 6AG EC2M 2SJ
REGISTRARS SOLICITORS
Computershare Investor Services Harrison Clark Rickerbys Limited
plc
The Pavilions Compass House
Bridgwater Road Chivers Way, Histon
Bristol Cambridge
BS13 8AE CB24 9AD
REGISTERED OFFICE
9 High Street
Little Eversden
Cambridge
CB23 1HE
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