ASSOCIATED BRITISH ENGINEERING PLC

Annual Report • May 16, 2025

Associated British Engineering PLC
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1 A $\cdot$ B $\cdot$ E $\cdot$ ASSOCIATED BRITISH ENGINEERING PLC $\cdot$ ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024
2 ASSOCIATED BRITISH ENGINEERING PLC Company Registration No. 00110663 (England and Wales) REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024 CONTENTS Page Financial highlights 3 Chairmens' statement 4 Directors' report 5 Strategic report 8 Report of the independent auditor - Group 11 Group and Parent Company accounting policies 17 Consolidated income statement 22 Consolidated statement of comprehensive income 23 Group statement of financial position 24 Group statement of changes in equity 25 Group cash flow statement 26 Notes to the Group financial statements 27 Company statement of financial position 37 Company statement of changes in equity 38 Company cash flow statement 39 Notes to the Company financial statements 40 Statement of directors' responsibilities 46 Corporate governance report 47 Directors' remuneration report 51 Directors, registered office and advisers 54 The Directors' Report on pages 5 to 7 and the Directors' Remuneration Report on pages 51 to 53 have each been drawn up in accordance with the requirements of English law and liability in respect thereof is also governed by English law. In particular, the responsibility of the directors for these reports is owed solely to Associated British Engineering plc. The directors submit to the members their Report and Accounts for the Group for the year ended 30 September 2024. Pages 5 to 7 and 47 to 54, including the Financial Highlights, Chairmen's Statement, Directors' Report, Strategic Report, Corporate Governance Report, Directors' Remuneration Report and the Directors, Registered Office and Advisers page form part of the Report of the Directors.
3 ASSOCIATED BRITISH ENGINEERING PLC FINANCIAL HIGHLIGHTS Year ended Year ended 30 Sep 30 Sep 2024 £'000 2023 £'000 REVENUE - - OPERATING (LOSS)/PROFIT (69) (59) (LOSS)/PROFIT BEFORE TAXATION (69) (59) OTHER COMPREHENSIVE (EXPENSES)/INCOME (33) (128) NET ASSETS 367469 BASIC (LOSS)/PROFIT PER 2.5p ORDINARY SHARE in p (3.37) (2.89) EQUITY SHAREHOLDERS' FUNDS PER 2.5p ORDINARY SHARE £0.18 £0.23
5 ASSOCIATED BRITISH ENGINEERING PLC DIRECTOR'S REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2024 The directors submit their report and audited accounts for the year ended 30 September 2024. RESULTS AND DIVIDENDS The Group's loss before tax amounted to £68,443 (2023: loss £59,318). The directors are unable to recommend a dividend on the ordinary shares for the year (2023: ENil per ordinary share). DIRECTORS The names of the directors who served during the year from 1 October 2023 to 30 September 2024 are: Mr R Pearce Gould Director Mr C Weinberg Director Biographical details of the directors are set out on page 54. With regard to the appointment and replacement of directors, the Company is governed by its Articles of Association, the Corporate Governance Code, the Companies Act 2006 and related legislation. In accordance with the Articles of Association Mr C Weinberg retires by rotation and, being eligible, offers himself for re-election. DIRECTORS' AND OFFICERS' LIABILITY INSURANCE The group has, as permitted by s. 234 and s. 235 of the Companies Act 2006, maintained insurance cover on behalf of the directors and secretary indemnifying them against certain liabilities which may be incurred by them in relation to the company. SUBSTANTIAL HOLDINGS As at 30 September 2024 the Company had been notified of the following substantial interests, in excess of 3\%, in the issued ordinary share capital of the Company: Shareholders Notes The Bank of New York Nominees Limited The Bank of New York Nominees owns 12.98\% of issued ordinary shares, of which Colin Weinberg owns 3.44\% of issued share capital. Fiske Nominees Limited FISKPOOL FISKPOOL owns 12.87\% of issued ordinary shares, of which Stephen Cockburn has a combined beneficial and non beneficial interest in $7.53 \%$ of issued share capital. R A Pearce Gould Mr Pearce Gould's overall holding is $12.89 \%$ of issued ordinary shares, which includes Rulegale below. S Cockburn Mr Cockburn's overall beneficial and non beneficial interest is $9.18 \%$ of issued ordinary shares , including Fiske Nominees above. C Weinberg Mr Weinberg's overall holding is $8.22 \%$ of issued ordinary shares including Bank of New York above Lynchwood Nominees Limited (2006420) Lynchwood owns 6.74\% of issued ordinary shares Rulegale Nominees Limited (JAMSCLT) JAMSCLT owns 5.28\% of which Mr R A Pearce Gould has all of the issued ordinary shares.

6 ASSOCIATED BRITISH ENGINEERING PLC DIRECTOR'S REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2024 Hargreaves Lansdown (Nominees) Ltd (VRA) Hargreaves Lansdown owns 5.43\% of issued ordinary shares W B Nominees Limited W B Nominees Limited owns 3.51\% of issued ordinary shares. Interactive Investor Services Nominees Limited Interactive Investor Services Nominees Limited owns 3.64\% of issued ordinary shares. Barclays Direct Investing Nominees Ltd (Clients) Barclays Direct owns 3.64\% of issued ordinary shares. Vidacoss Nominees Limited (UCCC) UCCC owns 3.40\% of which Graeme Marshall owns all of the issued ordinary shares. Winterflood Securities Limited (WINSCREEP) Winterflood Securities owns 3.04\% of issued share capital. BENEFICIAL INTERESTS IN SIGNIFICANT CONTRACTS None of the directors had a material interest in any contract of significance to which the Company or any of its subsidiaries was party during the period other than as disclosed under remuneration. . BENEFICIAL INTERESTS IN THE SHARE CAPITAL OF THE COMPANY The beneficial interests of the directors, who served during the year, their spouses and dependents in the share capital of the Company according to the register kept by the Company as at 30 September 2024 were as follows: Ordinary shares of 2.5p 2024 No. 2023 No. Mr R Pearce Gould 264,049 264,049 Mr C Weinberg 168,404 168,404 No share options or derivatives were held by any of the directors at 30 September 2024. Since 30 September 2023 and up to and including 30 September 2024 there have been no changes in the directors' interests in the share capital of the Company. FINANCIAL INSTRUMENTS The Group uses various financial instruments and these include cash, equity investments and various others, such as trade receivables and trade payables which arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Group's operations. FINANCIAL INTERESTS - CAPITAL The structure of the Group's and Company's capital, at nominal value, is as follows: No. in issue Nominal Value $£$ Total Value $£$ \% of Capital $£$ Ordinary shares 2,048,990 0.025 51,255 1.9 Deferred shares 1,313,427 1.975 2,594,018 98.1 The Deferred Shares are considered to be of negligible value as they have no votes and only a limited right to assets on a liquidation and therefore have not been reported on in the holdings of directors - see note 13.
8 ASSOCIATED BRITISH ENGINEERING PLC STRATEGIC REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2024 BUSINESS REVIEW A review of the business and of events during the year is contained in the Chairmens' Statement on page 4 which forms part of the Strategic Report. BUSINESS MODEL AND STRATEGY The Associated British Engineering Group has one subsidiary undertaking: Akoris Trading Limited ("Akoris"). S. 172 STATEMENT The directors of the Company are required under section 172 of the Companies Act 2006 to act in a way that promotes the success of the Company for the benefit of its shareholders as a whole, whilst having regard to the following matters (amongst other things): the likely long term consequences; the interests of the Company's employees; the business relationships with suppliers and customers; the impact on the community and the environment; reputation for high standards of business conduct; and acting fairly between shareholders. The governance framework adopted by the Associated British Engineering Group has been applied by the Company and its subsidiary, Akoris Trading Limited, and the matters that the directors of the Company are responsible for considering under s. 172 have been considered to an appropriate extent by the Board in relation to both Company and its subsidiary. Further details of how the Board has considered the matters set out in s. 172 (for the Group and for the Company) are set out in these financial statements. During the year, the directors have also considered, both individually and together, relevant matters where appropriate. PRINCIPAL RISKS AND UNCERTAINTIES FACING THE BUSINESS The Group's main operating business was its subsidiary Akoris. The Board controls risks by adopting appropriate strategies and maintaining strong systems of internal control. These strategies however cannot attempt to eliminate all risk, but control the risks that we believe are appropriate to take to maintain the group. Details of the group's risk management processes are given in the Corporate Governance report on page 47. We have considered below the current risk factors that are considered by the Board to be material. However, in a changing world, new risks may appear or immaterial risks may become more important, and the directors will develop appropriate strategies. The Board is looking to identify additional business to acquire with either high profitability or with the prospect of significant profitability. Market conditions The company has currently no significant trade. There remains a risk regarding the marketability of some of its investments and the ability to liquidate them.
9 ASSOCIATED BRITISH ENGINEERING PLC STRATEGIC REPORT (continued) FOR THE YEAR ENDED 30 SEPTEMBER 2024 Reputational risk Over many periods the Group has built up

a reputation for integrity and is aware that this can be easily damaged with the consequential cost. To mitigate this risk, policies are in place which, cover standards of behavior and good governance. Cyclical nature of the business The trading outlook for the Group remains unpredictable due to the requirement to identify a trading business. As part of this process all risks well be assessed. At present we are subject to cyclical exchange risks and that is likely to continue as many of the businesses with whom we have had discussions are based overseas. Further consideration of risks and uncertainties in respect of financial instruments that face the Group 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 not aid any understanding. CORPORATE GOVERNANCE Details of corporate governance, which is part of this report for the year to 30 September 2024, are disclosed in the Corporate Governance report on page 47. CORPORATE SOCIAL RESPONSIBILITY The Group is committed to the protection of the environment and the development of processes which ensure that any adverse impact on the environment arising from its trading activities is minimised by encouraging reduction in waste, awareness of recycling, and encouraging employees to pay regard to environmental issues. Employees Whilst the Group does not have a specific human rights policy, it has a strong commitment to upholding the principles of human rights across our business. The Group's ability to achieve its commercial objectives and to service the needs of society and its customers in a profitable and competitive manner depends on the contribution of its employees. Employees are encouraged to develop their contribution to the business wherever they happen to work. The Group regularly keeps employees up to date with financial and other information.
11 INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASSOCIATED BRITISH ENGINEERING PLC Independent auditor's report to the members of Associated British Engineering PLC Opinion We have audited the financial statements of Associated British Engineering PLC (the "parent company") and its subsidiary companies (the "Group") for the year ended 30 September 2024 which comprise of the Group income statement, the Group statement of comprehensive income, the Group statement of financial position, the Group statement of cash flows, the Group statement of changes in equity, the Company balance sheet, the Company statement of changes in equity, the Company statement of cash flows and the notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards. In our opinion the financial statements: $\square$ give a true and fair view of the state of the group's and company's affairs as at 30 September 2024 and of its loss for the year then ended; $\square$ have been properly prepared in accordance with UK adopted international accounting standards; and $\square$ have been prepared in accordance with the requirements of the Companies Act 2006. Separate opinion in relation to IFRSs as issued by the IASB As explained on page 15 to the group financial statements, the group in addition to complying with its legal obligation to apply UK adopted international accounting standards, has also applied IFRSs as issued by the International Accounting Standards Board (IASB). In our opinion the group financial statements give a true and fair view of the consolidated financial position of the group as at 30 September 2024 and of its consolidated financial performance and its consolidated cash flows for the year then ended with IFRSs as issued by the IASB. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
12 INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASSOCIATED BRITISH ENGINEERING PLC Our approach to the audit We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates. The Group includes the listed parent Company (Associated British Engineering PLC) and its only subsidiary, Akoris Trading Limited. The Group's accounting process is structured around a finance team based in Cambridge, maintaining their own accounting records

and controls. The main focus of our audit has been the parent company as the subsidiary is currently not trading. Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key Audit Matter- Group How the matter was addressed in the audit- Group Risk of management over ride of internal controls ISAs (UK) require that we consider this. We performed a fraud risk assessment in order to identify specific areas of risk relating to management over ride of controls. We preformed testing of journals, with particular focus on manual adjustments to the income statement, to mitigate the risk of manipulation of revenue and the loss figures. We independently assessed and challenged accounting estimates relevant to the financial statements for evidence of bias by the Directors that may represent a risk of material misstatement due to fraud for example accruals and provisions. We assessed the overall control environment of the Group and held meetings with the directors.
13 INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASSOCIATED BRITISH ENGINEERING PLC Our application of materiality We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements on our audit and on the financial statements. For the purposes of determining whether the financial statements are free from material misstatement we define materiality as the magnitude of misstatement that makes it probable that the economic decisions of a reasonably knowledgeable person, relying on the financial statements, would be changed or influenced. We determined materiality for the Group to be $£ 12,538$, which is $3 \%$ of gross assets. Gross assets is used as the benchmark for materiality as it is considered the critical performance measure of the Group. We use a different level of materiality, performance materiality, to drive the extent of our testing and this was set at $75 \%$ of financial statement materiality for the audit of the group financial statements. We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of $£ 627$ as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements. Conclusions relating to going concern In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the entity's ability to continue to adopt the going concern basis of accounting included: Testing the model used for management's going concern assessment which is primarily a cash flow forecast. Management's assessment covered the 24 month period ended September 2025. We assessed this process by reviewing the assumptions and whether there was adequate support for these assumptions. We considered the potential mitigating actions that management may have available to it to reduce costs, manage cash flows or raise additional financing and assessed whether these were within the control of management and possible in the period of assessment. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least 12 months from when the financial statements are authorised for issue. In relation to the group's reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the directors' statement in the financial statements about whether the director's considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
14 INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASSOCIATED BRITISH ENGINEERING PLC Other information The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other

information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report on that fact. We have nothing to report in this regard. Opinions on other matters prescribed by the Companies Act 2006 In our opinion, the part of the directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006. In our opinion, based on the work undertaken in the course of the audit: $\square$ the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements and those reports have been prepared in accordance with applicable legal requirements; Matters on which we are required to report by exception In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in: $\square$ the strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or $\square$ 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 $\square$ certain disclosures of directors' remuneration specified by law are not made; or $\square$ we have not received all the information and explanations we require for our audit; or $\square$ a corporate governance statement has not been prepared by the parent company.
15 INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASSOCIATED BRITISH ENGINEERING PLC Responsibilities of directors As explained more fully in the directors' responsibilities statement set out on page 46, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. Auditor's responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: $\square$ 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. $\square$ 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. $\square$ 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. $\square \mathrm{We}$ reviewed financial statements disclosures and tested to supporting documentation to assess

compliance with relevant laws and regulations discussed above.
16 INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASSOCIATED BRITISH ENGINEERING PLC ■ We enquired of the directors about actual and potential litigation and claims. - We performed analytical procedures to identify any unusual or unexpected relationships that might indicate risks of material misstatement due to fraud. In addressing the risk of fraud due to management override of internal controls we tested the appropriateness of journal entries and assessed whether the judgements made in making accounting estimates were indicative of a potential bias. A further description of our responsibilities is available on the FRC's website at: https ://www.frc.org.uk/auditors/audit-assurance/auditor-s-responsibilities-for-the-audit-of-the-fil/descriptio n-of-the- auditor\%E2\%80\%99s-responsibilities-for This description forms part of our auditor's report. Other matters which we are required to address We were appointed by the directors on 29 January 2021 to audit the financial statements for the period ending 30 September 2020. Our total uninterrupted period of engagement is five years, covering the periods ending 30 September 2020 to date. The non-audit services prohibited by the FRC's Ethical Standard were not provided to the group or the parent company and we remain independent of the group and the parent company in conducting our audit. MATTHEW EADE Senior Statutory Auditor For and on behalf of Bright Grahame Murray Chartered Accountants and Statutory Auditor Emperor's Gate 114a Cromwell Road Kensington London SW7 4AG Date: 29 January 2025 Bright Grahame Murray ASSOCIATED BRITISH ENGINEERING PLC GROUP AND PARENT COMPANY ACCOUNTING POLICIES FOR THE YEAR ENDED 30 SEPTEMBER 202417 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) as adopted by the United Kingdom 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 of these accounts the ordinary share trading was suspended. These financial statements are presented in pound sterling because that is the currency of the primary economic environment in which the Group operates and all values are rounded to the nearest thousand pounds ( $£^{\prime} 000$ ) except where otherwise indicated. The Company's accounting reference date is 30 September. These financial statements are for the year 1 October 2023 to 30 September 2024. The comparative figures are for the period 1 October 2022 to 30 September 2023. New standards, interpretations and amendments adopted from 1 January 2023 The following amendments are effective for the period beginning 1 January 2023 Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2); $\cdot$ Definition of Accounting Estimates (Amendments to IAS 8); and $\cdot$ Deferred Tax Related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12). These standards have not had any material impact on the amounts reported for the current and prior years. New standards, interpretations and amendments not yet effective There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the company has decided not to adopt early. The Directors do not expect any of the proposed standards to materially affect the financial accounts of the Group or their presentation. Nonetheless the company will currently assess the impact of these new accounting standards and any amendments when they have been finalised and published. 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. ASSOCIATED BRITISH ENGINEERING PLC GROUP AND PARENT COMPANY ACCOUNTING POLICIES (continued) FOR THE YEAR ENDED 30 SEPTEMBER 2024 18 In accordance with their responsibilities, the Directors of the Company have considered the appropriateness of the going concern basis, which has been used in the preparation of these financial statements. The Directors have prepared trading and cash flow forecasts for the Company, which take into account the future performance of the Company and the group. The forecasts, including allowance for reasonable possible changes in trading performance indicate that the Company should be able to operate for at least 12 months from the approval of these financial statements. The forecasts for the 12 months from approval of these financial statements have been considered. As a result of the above assessment, the Directors have a reasonable expectation that

the Company has adequate resources to continue in operational existence for a minimum period of 12 months from the date of signing these financial 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 2024. A subsidiary is an entity controlled, either directly or indirectly, by the Company, where control is the power to govern the financial and operating policies of the entity so as to obtain benefit from its activities. The acquisition method of accounting is used to account for acquisition of subsidiaries by the Group. The cost on an acquisition is measured as the fair value of the assets given, equity instruments issued, and liabilities incurred or assumed at the date of exchange. Acquisition costs are expensed in the consolidated income statement for the period in which they are incurred. The consolidated financial statements consist of the results of the following entities:
Entity Summary Description Associated British Engineering Plc (ABE) Holding Company Akoris Trading Ltd (AT) Trading Company
REVENUE 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 and reworked parts is recognised when the goods are dispatched or, if under a bill and hold arrangement, when they are available for dispatch to a specific customer. Revenue from the sale of goods is recognised in accordance with the performance of contractual terms and specifically when large equipment has been satisfactorily tested in accordance with contractual terms. Revenue from servicing and repair work is recognised when the work is completed. Management are required, in accordance with IFRS, to exercise judgement and to make estimates and assumptions regarding the application of accounting policies and the resulting effect on reported amounts of assets, liabilities, income and expenses. These estimates and assumptions are based on historical experience and a review of current conditions prevailing at the time but actual results may differ from these estimates. Any such revision is recognised in the financial statements in the period in which the change in circumstance is 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 on the basis that there is no evidence in the form of forecasts that these losses will be utilised in the short term. ASSOCIATED BRITISH ENGINEERING PLC GROUP AND PARENT COMPANY ACCOUNTING POLICIES (continued) FOR THE YEAR ENDED 30 SEPTEMBER 202419 ACCOUNTING ESTIMATES The key accounting estimates having an impact on carrying amounts of assets and liabilities in the reporting period are as follows: PROVISION FOR DOUBTFUL DEBTS At the balance sheet date, the company and its subsidiary evaluate the recoverability of trade receivables and records provisions for doubtful or disputed debts based on experience including comparisons of the relative age of accounts and consideration of the history. The actual level of debt collected may differ from the estimated levels of recovery and could impact future operating results positively or negatively. As at 30 September 2024 the Group has provided ENil (2023: ENil) 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. 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 $71 / 2$ - 33 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. ASSOCIATED BRITISH ENGINEERING PLC GROUP AND PARENT COMPANY ACCOUNTING POLICIES (continued) FOR THE YEAR ENDED 30 SEPTEMBER 202420 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. 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. ASSOCIATED BRITISH ENGINEERING PLC GROUP AND PARENT COMPANY ACCOUNTING POLICIES (continued) FOR THE YEAR ENDED 30 SEPTEMBER 202421 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. 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 $£ 2$. Share premium includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits. Retained earnings include all current and prior period retained profits and losses. Available for sale reserve includes all gains and losses relating to Available for Sale financial assets. Other reserves relate to movements not classified in any of the reserves detailed above. Revaluation reserve includes all gains and losses relating to Property, Plant and Equipment. 22 ASSOCIATED BRITISH ENGINEERING PLC CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 30 SEPTEMBER 2024 Note Year ended 30 Sep 2024 £'000 Year ended 30 Sept 2023 £'000 REVENUE 1 - - Operating costs 2 (69) (59) OPERATING (LOSS)/PROFIT 3 (69) (59) Finance income 6 - - (LOSS)/PROFIT BEFORE TAXATION (69) (59) Taxation 7 - - (LOSS)/PROFIT FOR THE YEAR FROM CONTINUOUS OPERATIONS (69) (59) TOTAL (LOSS)/PROFIT FOR THE YEAR (69) (59) (LOSS)/PROFIT PER SHARE ON (LOSS)/PROFIT FOR THE YEAR ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT COMPANY BASIC AND DILUTED (LOSS)/PROFIT 8 (3.37)p (2.89)p (Loss)/Profit for the year attributable to: Owners of the Company (69) (59) Non-controlling interests - - (69) (59) The accounting policies on pages 17 to 21 and the notes on pages 27 to 36 form part of these accounts.

23 ASSOCIATED BRITISH ENGINEERING PLC CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 SEPTEMBER 2024 Year ended Year ended 30 Sep 30 Sep 20242023 Note £'000 £'000 (Loss)/Profit in the year (69) Other comprehensive (loss)/income (Loss)/gain on available for sale financial assets Unrealised (loss)/gains () 12 (33) Other comprehensive (loss)/profit in the year (33) TOTAL COMPREHENSIVE (LOSS)/INCOME IN THE YEAR (102) (187) Total comprehensive (loss)/income attributable to: Owners of the Company (102) Non-controlling interests - (102) (187) () = Items which may subsequently be reclassified to the Income Statement. All activities are classified as continuing. The accounting policies on pages 17 to 21 and the notes on pages 27 to 36 form part of these accounts. (128) (128) (59) (187) - 24 ASSOCIATED BRITISH ENGINEERING PLC GROUP STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2024 Note 2024 2023 £'000 £'000 ASSETS Non-current assets Available for sale financial assets 1221542154 Current assets Trade and other receivables 112345 Cash and cash equivalents 374433397478 Total assets 418532 EQUITY AND LIABILITIES Called up share capital 135151 Deferred shares 13 2,594 2,594 Share premium account 5,370 5,370 Other reserves - 11 Retained earnings (7,648) (7557) Equity attributable to the Parent Company's Equity shareholders 367469 Total equity 367 469 LIABILITIES Current liabilities Trade and other payables 165163 $\qquad$ Total liabilities 5163 Total equity and liabilities 418532 The financial statements were approved and authorised for issue by the Board of Directors on January 2025 and were signed below on its behalf by: C Weinberg Director The accounting policies on pages 17 to 21 and the notes on pages 27 to 36 form part of these accounts. 25 ASSOCIATED BRITISH ENGINEERING PLC GROUP STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 SEPTEMBER 2024 Attributable Share Share Deferred Other Available Retained to owners Total capital premium shares Reserves for Sale reserve earnings of the parent £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 Balance at 1 October 202251 5,370 2,594 11 123 (7,493) 656656 Loss for the period - - - - (59) (59) (59) Other comprehensive income Unrealised loss on Available for Sale - - - (123) (5) (128) (128) financial assets (*) Fair Value adjustments Realised Gains

| ................. | ................. | ................. | ................. | ................. | ................. | Balance at 1 October 2023 51 |
| :--: | :--: | :--: | :--: | :--: | :--: | :--: | :--: |
| ................. | 5,370 | ................. | 2,594 | ................. | 11 | ................. 0 .......... (7,557) ................... 469 |
| ................. | 469 | ............. | Loss for the year | - - - - | (69) (69) (69) Other comprehensive (loss)/income Unrealised (loss)/gain on Available for Sale - - - (11) - (22) (33) (33) financial assets (*) | | |
| ......... | | | | | | | |

367367 (*) Items which may subsequently be reclassified to the Income Statement. The accounting policies on pages 17 to 21 and the notes on pages 27 to 36 form part of these accounts. 26 ASSOCIATED BRITISH ENGINEERING PLC GROUP CASH FLOW STATEMENT FOR THE YEAR ENDED 30 SEPTEMBER 202420242023 £'000 £'000 Cash flows from operating activities Cash (used)/generated in operations (59) (64) Net cash (used)/generated in operating activities (59) (64) Cash flows from investing activities Net cash (decease)/increase from investing activities - Net (decease)/increase in cash and cash equivalents (59) (64) Cash and cash equivalents at beginning of period 433489 Cash and cash equivalents at end of period 374433 CASH FLOW FROM OPERATING ACTIVITIES 20242023 £'000 £'000 Profit/(loss) from continuous operations (69) (59) Add back: revaluation loss/(gain) 16 - Adjustments for changes in working capital: Exchange (loss) / gain Decrease/(increase) in trade and other receivables (16) 22 (1) (24) (Decrease)/increase in payables (12) 20 Net cash from operating activities (59) (64) The accounting policies on pages 17 to 21 and the notes on pages 27 to 36 form part of these accounts. ASSOCIATED BRITISH ENGINEERING PLC NOTES TO THE ACCOUNTS - GROUP FOR THE YEAR ENDED 30 SEPTEMBER 202427 1. SEGMENTAL REPORTING All sales made in the prior periods were within the United Kingdom and relate to the rendering of services. In the year ended 30 September 2024 save for dollar bank accounts and overseas securities, all of the assets held by the Group were located in the United Kingdom and all capital expenditure was incurred within the United Kingdom. Operating segments The following segment information has been prepared in accordance with IFRS 8, "Operating Segments", which defines requirements for the disclosure of financial information of an entity's operating segments. The Board consider the Group on an individual company basis. Reports by individual companies are used by the chief decision-maker in the Group. Significant operating segments are Associated British Engineering Plc and Akoris Trading Limited. The Group's operations are located in the United Kingdom. Any transactions between business units are on normal commercial terms and conditions. Akoris Trading Limited is a

commodity and natural resource trading, finance and investment company. Associated British Engineering Plc is the Group's holding company. Associated Year ending 30 September 2024 British Akoris Engineering Trading Consolidated Plc Limited £'000 £'000 £'000 External sales - - Segment result Loss before Interest (69) (-) (69) Net finance expenses -- - Taxation -- -- - Loss after tax (69) (-) (69) Balance sheet Segment assets 39127418 ASSOCIATED BRITISH ENGINEERING PLC NOTES TO THE ACCOUNTS - GROUP (continued) FOR THE YEAR ENDED 30 SEPTEMBER 202428 1. SEGMENTAL REPORTING (continued) Period ended 30 September 2023 Associated Akoris British Trading Consolidated Engineering Limited Plc £'000 £'000 £'000 External sales - - - Segment result Profit/(loss) before Interest (58) (1) (59) Net finance expenses Taxation - - - Profit/(loss) after tax (58) (1) (59) Balance sheet Segment assets 50527 532 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 Year ended ended 30 Sep 30 Sep 20242023 £'000 £'000 Staff costs (note 4) - 1 VAT Reclaim net of costs - (16) Exchange Loss/( Gain ) 1630 Other expenses 53446959 3. OPERATING PROFIT/(LOSS) Year Year ended Ended 30 Sep 30 Sep 20242023 £'000 £'000 Operating profit/ (loss) is stated after charging Fees payable to the Company's auditor for the audit of the Company's annual accounts: PLC audit costs 1111 The audit of the Company's subsidiaries pursuant to legislation 11 ASSOCIATED BRITISH ENGINEERING PLC NOTES TO THE ACCOUNTS - GROUP (continued) FOR THE YEAR ENDED 30 SEPTEMBER 202429 4. STAFF COSTS AND EMPLOYEES Year Year ended ended 30 Sep 30 Sep 20242023 £'000 £'000 Wages and salaries and staff costs - 1 Social security costs - - 1 The average monthly number of persons employed by the Group during the period was: Year Year ended ended 30 Sep 30 Sep 20242023 Number Number By activity Administration 33335. DIRECTORS' REMUNERATION Directors received no emoluments or remuneration. A company related to a director has accrued charges of £5,675 (2023: £9,175) for accounting and administration services . Further details can be found on page 53. Year Year ended ended 30 Sep 30 Sep 20242023 KEY MANAGEMENT COMPENSATION £'000 £'000 Remuneration of Group directors - - Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, including the directors listed on page 5. The Group made no pension contributions in respect of Group directors during the year ended 30 September 2024 (2023: £ nil). 6. FINANCE INCOME Year ended Year ended 30 Sep 202430 Sep 2023 £'000 £'000 Financial income and interest - - ASSOCIATED BRITISH ENGINEERING PLC NOTES TO THE ACCOUNTS - GROUP (continued) FOR THE YEAR ENDED 30 SEPTEMBER 202430 7. TAXATION 30 Sep 30 Sep 20242023 £'000 £'000 The tax charge is set out below: Current tax: United Kingdom corporation tax at 25\% (2023: 25\%) - - Total current tax and tax on profit on ordinary activities - - The tax assessed for the period is different from the standard rate of corporation tax in the UK of 25\% (2022: 19\%). The differences are explained as follows: 30 Sep 30 Sep 20242023 £'000 £'000 (Loss)/profit on ordinary activities before tax (69) (59) (Loss)/profit on ordinary activities multiplied by standard rate of Corporation tax in the UK of 25\% (2023: 19\%) (1 3 ) (11) Effects of: Losses carried forward 1311 Taxation credit in the consolidated income statement - - The Group has trading losses of approximately £2.2 million (2023: £2.1 million) and capital losses of £8.0 million (2023: £8.0 million). These are available to set against future taxable profits, taxation liabilities and capital gains respectively. The trading losses are available to be used against future profits arising from the same trade within the Group. These amounts are subject to agreement with His Majesty's Revenue and Customs. Deferred tax assets have not been recognised in the Group accounts. Increases in UK Corporation Tax rates from 19\% to 25\% were substantially enacted in 2021. As the timing and extent of taxable profits are uncertain, a deferred tax asset of £549k (2023: £532k) arising on the trading losses has not been recognised in the financial statements. 8. PROFIT/(LOSS) PER SHARE The calculation of loss per ordinary share is based on the loss attributable to ordinary shareholders divided by the weighted average number of shares in issue during the period. 20242023 Weighted Weighted Average Per shares Average Per shares number of amount number of amount Loss shares pence Profit shares pence £'000 £'000 Basic and diluted (loss)/profit per share (69) 2,048,990 (3.37) (59) 2,048,990 (2.89) ASSOCIATED BRITISH ENGINEERING PLC NOTES TO THE ACCOUNTS - GROUP (continued) FOR THE YEAR ENDED 30 SEPTEMBER 202431 9. PROPERTY, PLANT AND EQUIPMENT Plant and Total machinery £'000 £'000 COST At 1 October 202222 Additions - - At 30 September 202322 Additions - - At 30 SEPTEMBER 202422 ACCUMULATED DEPRECIATION At 1 October 20222 2 Charge for period - - At 30 September 202322 Charge for period - - At 30 September 202422

CARRYING AMOUNTS At 30 SEPTEMBER 2024 - - At 30 September 2023 - - At 30 September 2022 - - 10. CAPITAL COMMITMENTS At 30 September 2024 the Group had capital commitments of ENil (2023: ENil). 11. TRADE AND OTHER RECEIVABLES 20242023 £'000 £'000 Other receivables 23452345 Trade and other 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 YEAR ENDED 30 SEPTEMBER 202432 12. AVAILABLE FOR SALE INVESTMENTS 20242023 £'000 £'000 Listed Securities 21 54 £'000 Opening balance 54 Revaluations (33) Closing balance 21 Gains or losses on available for sale investments are presented within other comprehensive income. The Group has a decided to classify the equity investments at fair value through the comprehensive income statement rather than through profit and loss because this is considered to be more appropriate for these investments. IFRS 13 requires that the fair value reflects "exit price" and is valued in line with the relevant "unit of account" and the fair value of the equity investments held is calculated by reference to the quoted market price at the year end. Available for sale investments are valued based on active markets' prices. As at 30 September 2024, the investments are reported under Level 1 in the fair value hierarchy. 13. CALLED UP SHARE CAPITAL 20242023 £'000 £'000 Nominal value: Allotted and fully paid: 2,048,990 ordinary shares of £0.025 each 5151 1,313,427 deferred shares of £1.975 each 2,594 2,594 2,645 2,645 Carrying value: Equity shares: 2,048,990 ordinary shares of £0.025 each 5151 The structure of the Group and Company's capital is as follows: Ordinary Ordinary Deferred Deferred Share Shares Shares Shares Shares Premium No. £'000 No. £'000 £'000 Balance at 30 September 2024 (£0.025/£1.9752 shares) 2,048,990 51 1,313,427 2,594 5,370 Further to the Extraordinary General Meeting held on 1 September 1999 the ordinary shares have 200 votes per share. The deferred shares do not have voting rights and do not carry any entitlement to attend general meetings of the Company; they are not admitted to any Stock Exchange and carry a right to participate in any return of capital once an amount of £100 has been paid in respect of each new ordinary share. ASSOCIATED BRITISH ENGINEERING PLC NOTES TO THE ACCOUNTS - GROUP (continued) FOR THE YEAR ENDED 30 SEPTEMBER 20243313. CALLED UP SHARE CAPITAL (Continued) Capital management The Group manages its capital to ensure that entities in the Group will be able to continue as going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of called up share capital, deferred shares, share premium account, other reserves and retained earnings. The Group is not subject to any externally 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 August 2020, no retirement benefit scheme. 16. PAYABLES 20242023 £'000 £'000 Current Trade payables 114 Other payables 2121 Accruals 29275162 The carrying value of trade and other payables are classified financial liabilities measured at amortised cost which approximates to fair value. All current payables are expected to mature within a period of 6 months. ASSOCIATED BRITISH ENGINEERING PLC NOTES TO THE ACCOUNTS - GROUP (continued) FOR THE YEAR ENDED 30 SEPTEMBER 20234 17. FINANCIAL INSTRUMENTS In common with other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group's objectives, policies and processes for managing these risks and the methods used to measure them. The fair value of financial assets and liabilities, together with the carrying amounts shown in the Group balance sheet, are as follows. No financial assets or liabilities have been reclassified during the period. 20242023 Loans and Fair value Loans and Fair Receivables Profit or receivables value loss Profit or £'000 £'000 £'000 loss £'000 Financial assets: Trade and other receivables 23 - 45 - Total current 23 - 45 - Total 23 - 45 - Trade and other payables 51 - 62 Total current 51 - 62 - Total 51 - 62 - Trade and other receivables exclude the value of any prepayments or accrued income. Trade and other payables exclude the value of deferred income. All financial assets and liabilities have a carrying value that approximates to fair value. For trade and other receivables, allowances are made within the book value for credit risk. The investments are all considered as level 1. 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 $£ 3,740$ (2023 - $£ 4,330$ ). The Board reviews and agrees policies for managing each of the above risks and they are summarised below and in the accounting policies to the Group financial statements. These policies have been consistently applied throughout the period. COMMODITY PRICE RISK The Group holds no stock at the year end and as such has no exposure to commodities. 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. ASSOCIATED BRITISH ENGINEERING PLC NOTES TO THE ACCOUNTS - GROUP (continued) FOR THE YEAR ENDED 30 SEPTEMBER 202435 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 2023 there were no large debtors other than HMRC. There were no such large debtors as at 30 September 2024. Where appropriate, the subsidiary company requests payment or part-payment in advance of shipment or delivery. With trade receivables, there is a risk of warranty claims, which the subsidiary company tries to minimise. Collection procedures in relation to receivables are initiated once the credit terms are exceeded and trade receivables both due and not yet due are reviewed on a line by line basis, with adequate provision being made against period end balances where appropriate. During the period an additional provision of ENiI (2023: 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: $\cdot$ Level 1 fair value measurements are those derived from quoted prices in active markets for identical assets or liabilities; $\cdot$ 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 $\cdot$ Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). Level 1 Level 2 Level 3 Total $£^{\prime} 000 £^{\prime} 000 £^{\prime} 000$ $£^{\prime} 000$ Available for sale financial assets Quoted and unquoted securities 21 - - 21 In the current and prior periods, the fair value of financial instruments was observed to be Level 1. ASSOCIATED BRITISH ENGINEERING PLC NOTES TO THE ACCOUNTS - GROUP (continued) FOR THE YEAR ENDED 30 SEPTEMBER 20243618 DEFERRED TAXATION The deferred taxation liability at 30 September 2024 was ENil (2023: ENil). No provision has been made for the potential deferred tax assets on the trading losses carried forward as they are not sufficiently certain to crystallise in the foreseeable future. This assumption will be revisited on an annual basis or as and when circumstances change. The amounts not recognised, all of which have been calculated at 25\% (2023: 25\%) are set out below: Group 20242023 £'000 £'000 Arising from Trading Losses 549532 Arising from Capital Losses 1,989 1,989 £2,548 £2,521 19 CONTINGENT LIABILITIES The Group had no contingent liabilities as at 30 September 2024 (2023: ENil). 20 COMMITMENTS UNDER OPERATING LEASES The Group had no commitments under non-cancellable operating leases as at 30 September 2024 (2023: ENil). 21 SUBSIDIARIES At 30 September 2024 the Company held share capital in the following subsidiaries: Company \% Holding Activity Registered Country of Office Incorporation Akoris Trading 99.7\% Commodity, natural 61-65 Church Street, England Limited Resource finance Harston Cambridge And Trading and CB22 7NP Wales investment The investment in Akoris Trading Limited was fully provided against at 30 September 2024 and 2023. 22 RELATED PARTY TRANSACTIONS The details of directors' remuneration and services provided by related parties are given in note 5.
37 ASSOCIATED BRITISH ENGINEERING PLC Company Number: 00110663 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2024 ASSETS Note 2024 £'000 2023 £'000 Non-current assets Available for sale financial assets 1021542154 Current assets

Trade and other receivables 112345 Cash and cash equivalents 34740637045 Total assets 391 505 EQUITY AND LIABILITIES Called up share capital 155151 Deferred shares 15 2,594 2,594 Share premium account 5,370 5,370 Other reserve 212212 Available for sale reserve - - Retained earnings $(7,885)(7,783)$ Total equity 342443 LIABILITIES Current liabilities Trade and other payables 124962 Total liabilities 4962 Total equity and liabilities 391505 Under section 408 of the Companies Act 2006, the company is exempt from the requirements to present its own Income statement. The (loss) after tax for the period was £68,531 (2023: loss £58,502) The financial statements were approved and authorised for issue by the Board of Directors on January 2025 and were signed below on its behalf by: C Weinberg Director The accounting policies on pages 17 to 21 and the notes on pages 40 to 45 form part of these accounts.
38 ASSOCIATED BRITISH ENGINEERING PLC COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 SEPTEMBER 2024 Available Share Share Deferred Other for Sale Retained Total capital premium shares reserve Financial earnings Assets £'000 £'000 £'000 £'000 £'000 £'000 £000 Balance at 1 October 202251 5,370 2,594 212 123 (7,720) 630 Profit/(Loss) for the period - - - - (58) (58) Other comprehensive income Unrealised loss on Available for Sale financial assets () - - - (123) (5) (128) Balance at 1 October 202351 5,370 2,594 212 - (7,783) 444
Loss for the year - - - - (69) (69) Other comprehensive income Unrealised (loss)/gain on Available for Sale financial - (33) (33) assets () ................. ................. ................. Balance at 30 September 202451 5,370 2,594 212 - (7,885) 342
$===================$ (") Items which may subsequently be reclassified to the Income Statement. The accounting policies on pages 17 to 21 and the notes on pages 40 to 45 form part of these accounts.
3920242023 £'000 £'000 Cash flows from operating activities Cash (used)/generated in operations (59) (63) Net cash (used)/generated in operating activities (59) (63) Cash flows from investing activities - - Cash flows from financing activities - - Net cash used in financing activities - - Net (decease)/increase in cash and cash equivalents (59) (63) Cash and cash equivalents at beginning of period 406469 Cash and cash equivalents at end of period 347406 CASH FLOW FROM OPERATING ACTIVITIES 20232022 £'000 £'000 (Loss)/profit before taxation (69) (58) Add back: revaluations losses/(gain) Adjustments for: 16 - Changes in working capital: Exchange (loss)/gain (16) (1) (Increase)/decrease in trade and other receivables 22 (24) (Decrease)/increase in trade and other payables (12) 20 Taxes paid - - Cash used in operations (59) (63) The accounting policies on pages 17 to 21 and the notes on pages 40 to 45 form part of these accounts. ASSOCIATED BRITISH ENGINEERING PLC COMPANY CASH FLOW STATEMENT FOR THE YEAR ENDED 30 SEPTEMBER 2024
40 ASSOCIATED BRITISH ENGINEERING PLC NOTES TO THE ACCOUNTS - COMPANY FOR THE YEAR ENDED 30 SEPTEMBER 2024 1. OPERATING COSTS AND OPERATING LOSS Year Year ended ended Operating loss is stated after charging 30 Sep 30 Sep 20242023 £'000 £'000 Fees payable to the Company's auditor for the audit of the company's annual accounts 10102. STAFF COSTS AND EMPLOYEES Year ended 30 Sep 2024 £'000 Year ended 30 Sep 2023 £'000 Wages and salaries Social security costs - - 1 - 1 The average monthly number of persons employed by the Company during the period was: Year ended 30 Sep 2024 Year ended 30 Sep 2023 By activity Number Number Directors 22 Administration 11333 3. DIRECTORS' REMUNERATION Year Year ended ended 30 Sep 30 Sep 20242023 £'000 £'000 Remuneration in respect of directors was as follows: Remuneration - - 4. KEY MANAGEMENT COMPENSATION Year Year ended Ended 30 Sep 202430 Sep 2023 £'000 £'000 Remuneration of Company directors - - The Company made no pension contributions in respect of Company directors during the period ended 30 September 2024 or 30 September 2023
41 ASSOCIATED BRITISH ENGINEERING PLC NOTES TO THE ACCOUNTS - COMPANY FOR THE YEAR ENDED 30 SEPTEMBER 20245. TAXATION There is no taxation liability at 30 September 2024 due to losses carried forward (30 September 2023: ENil) 6. PROPERTY, PLANT AND EQUIPMENT COST Computer Total equipment £'000 £'000 At 1 October 202122 At 30 September 202222 At 1 October 202222 At 30 September 202322 ACCUMULATED DEPRECIATION At 1 October 202122 At 31 September 202222 At 1 October 202222 At 30 September 202322 CARRYING AMOUNTS At 30 September 2023 - - At 30 September 2022 - - At 30 September 2021 - - 7. CAPITAL COMMITMENTS At 30 September 2024 the Company has no capital commitments (30 September 2023: ENil). 8. INVESTMENTS IN SUBSIDIARIES At 30

September 2024 the Company held share capital in the following subsidiaries: Company \% Holding Activity Registered Office Country of Incorporation Akoris Trading Limited 99.7\% Commodity, natural Resource finance Trading and investment 61-65 Church Street, Harston Cambridge CB22 7NP England And Wales The investment in Akoris Trading Limited was fully provided against at 30 September 2024 and 2023.
42 ASSOCIATED BRITISH ENGINEERING PLC NOTES TO THE ACCOUNTS - COMPANY FOR THE YEAR ENDED 30 SEPTEMBER 2024 9. DISPOSAL OF SUBSIDIARY On 6 December 2022, with the agreement of the Pension Regulator, Independent Trustee Services Limited were appointed the sole trustee of the ABE Pension Fund and has started the process of assessment prior to the BPE Section of the scheme entering the Pension Protection Fund and its final closure. 10. AVAILABLE FOR SALE INVESTMENTS 2024 £'000 2023 £'000 Listed securities 2154 Available For Sale financial assets £ Opening balance 54 Net fair value (loss)/gain (33) Disposals Closing balance 21 Gains or losses on available for sale investments are presented within other comprehensive income. IFRS 13 requires that the fair value reflects "exit price" and is valued in line with the relevant "unit of account" and the fair value of the equity investments held is calculated by reference to the quoted market price at the period end. Available for sale investments, which are valued based on active markets' prices, are reported under Level 1 in the fair value hierarchy. 11. TRADE AND OTHER RECEIVABLES 20242023 Amounts falling due within one period £'000 £'000 Trade and other receivables 23422342 12. TRADE AND OTHER PAYABLES Amounts falling due within one period 2024 £'000 2023 £'000 Trade and other payables 2135 Accruals and deferred income 28274962
43 ASSOCIATED BRITISH ENGINEERING PLC NOTES TO THE ACCOUNTS - COMPANY FOR THE YEAR ENDED 30 SEPTEMBER 202413 FINANCIAL INSTRUMENTS The fair values of cash and cash equivalents, available for sale financial assets, receivables and payables are assumed to approximate to their carrying values. The Company's financial instruments comprise cash and various items, such as trade and other receivables, available for sale financial assets and trade and other payables that arise directly from its operations. The main purpose of these financial instruments is to finance the Company's operations. At 30 September 2024 the Company has cash balances of £370,023 (2023: £406,361) and no bank overdraft (2023: ENil). RISKS The main risks arising from the Company's financial instruments are market risk, liquidity risk and credit risk. Market risk includes foreign exchange risk and interest rate risk. The Company has limited exposure to foreign exchange risk and also has no loans, therefore limited exposure to interest rate risk. Cash and cash equivalents held at floating rates expose the entity to cash flow risk. Interest rate risk is limited to the cash and cash equivalents. Based on the balance sheet value of cash and cash equivalents, a $1 \%$ change in interest base rates would lead to an increase or decrease in income and equity of £3,700 (2023: £4,060). The Board reviews and agrees policies for managing each of the above risks and they are summarised overleaf and in the accounting policies to the Company financial statements. These policies have been consistently applied throughout the period. LIQUIDITY RISK The Company's liquidity is dependent on the cash balances available and it is the Company's policy to place surplus cash on deposit to ensure as high a rate of return as possible. The Board reviews an annual 12 month financial projection as well as information regarding cash balances on a monthly basis. CREDIT RISK The Company's principal financial assets are cash deposits, available for sale financial assets and trade and other receivables. The credit risk associated with the cash is limited as the counterparties have high credit ratings assigned by international credit-rating agencies. The credit risk arising from its trade and other receivables is negligible. FAIR VALUE OF FINANCIAL INSTRUMENTS The following table provides an analysis of $\square$ nancial instruments that are measured subsequent to ini2al recogni2on at fair value into Levels 1 to 3 based on the degree to which the fair value is observable. $\cdot$ Level 1 fair value measurements are those derived from quoted prices in active markets for identical assets or liabilities; $\cdot$ 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 $\cdot$ Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
44 ASSOCIATED BRITISH ENGINEERING PLC NOTES TO THE ACCOUNTS - COMPANY FOR THE YEAR ENDED 30 SEPTEMBER 2024 Level 1 Level 2 Level 3 Total £'000 £'000 £'000 £'000 Available for sale financial assets Quoted and unquoted securities (2024) 21 - - 21 Available for

sale financial assets Quoted securities (2023) 54 - - 54 14. DEFERRED TAXATION 2024 £'000 2023 £'000 Arising from trading losses 388375 Arising from capital losses 1,989 1,989 2,377 2,364 The trading losses are available to be used against future profits. Deferred tax assets on the trading losses have not been provided in the financial statements as they are not sufficiently certain to crystallise in the foreseeable future. The amounts not recognised are set out above. 15. CALLED UP SHARE CAPITAL 20242023 £'000 £'000 Nominal value: Allotted and fully paid: 2,048,990 ordinary shares of £0.025 each 5151 1,313,427 deferred shares of £1.975 each share premium 2,594 2,594 2,645 2,645 Carrying value: Equity shares: 2,048,990 ordinary shares of £0.025 each 5151 Further to the Extraordinary General Meeting held on 1 September 1999 the ordinary shares have 200 votes per share. The deferred shares do not have voting rights and do not carry any entitlement to attend general meetings of the Company; they are not admitted to any Stock Exchange and carry a right to participate in any return of capital once an amount of £100 has been paid in respect of each new ordinary share.
45 ASSOCIATED BRITISH ENGINEERING PLC NOTES TO THE ACCOUNTS - COMPANY FOR THE YEAR ENDED 30 SEPTEMBER 2024 16. CONTINGENT LIABILITIES There were no contingent liabilities at 30 September 2024. 17. RELATED PARTY TRANSACTIONS The Company uses the services of Cambridge Corporate Consultants Limited, which is a regulated company and of which R A Pearce Gould is the controlling shareholder and a director, to provide company secretarial and financial services and a registered office at market rates - see Director's Remuneration Report page 52 The Company has taken advantage of the exemption with regard to disclosing transactions with wholly- owned subsidiaries, on the grounds that the results of the subsidiaries are included in the publicly available consolidated financial statements of Associated British Engineering Plc.
47 ASSOCIATED BRITISH ENGINEERING PLC CORPORATE GOVERNANCE REPORT (AS REFERRED TO IN THE DIRECTORS' REPORT) The board has been supported by accounting and staff in the ABE office administrator. The Current Directors:- Rupert Pearce Gould Colin Weinberg Short biographies of the directors appear on page 54 and show considerable and varied experience in the business world and the City. Under the Company's Articles of Association, new directors and at least one third of the directors retire from office each period. The retiring director is eligible for re-election. At the year end, there were no independent non-executive directors. The directors continue to search for a suitable candidate for the role and intend to appoint a nonexecutive director in the near future. Nominations Committee The appointment of directors will be discussed by the full Board until such time as there are two non-executive directors to form an effective committee. Potential new non-executive directors are proposed by all the members of the Board and major shareholders; the Board considers these in the light of the Company's business requirements and the need to have a balanced Board. The Board will then implement an appropriate review committee. Audit Committee The Company's audit committee comprises the full Board. The audit committee meets at least twice a year to monitor the financial reporting process, including its annual and interim accounts; the effectiveness of the Company's internal controls and risk management systems; statutory audit of the annual accounts; and to review and monitor the independence of the statutory auditor and provision of additional services to the Company. There is no internal audit function. Due to the size of the finance function and the close involvement of directors, the Board and the Audit Committee do not consider there to be a need for a separate internal audit function. As part of this process, the performance of the Group's major division is considered, with key judgements, estimates and accounting policies being approved by the subsidiary Board ahead of recommendation to the Group board. The primary areas of financial reporting judgement considered by the Committee in relation to the 2024 financial statements and how they were addressed are outlined below: Going concern The audit committee has considered and approves of the changes in the company's policy of reducing the forecast period of the business insofar as it has exempted management from producing three-period projections. This will be reviewed annually. Revenue Recognition and Management Override The Committee have reviewed the systems and control processes in place during the financial year to 30 September 2024 and concluded that, given the resources available, appropriate procedures are in place. There is sufficient level of supervisory oversight in place to ensure that revenue is not materially misstated and the risk of management override has been reduced. Recoverability of receivables The Committee have reviewed the policy for providing for doubtful debts and believe them to be both robust and adequate.

48 ASSOCIATED BRITISH ENGINEERING PLC CORPORATE GOVERNANCE REPORT (continued) (AS REFERRED TO IN THE DIRECTORS' REPORT) Reappointing the auditor The auditor, Bright Grahame Murray, is deemed to be reappointed under section 487(2) of the Companies Act 2006. Safeguards on non-audit services Bright Grahame Murray do not provide any prohibited non-audit services. In accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting. Assessing external audit effectiveness The Audit Committee reviews audit quality every year using feedback from the Auditors and Senior Management Team. The effectiveness and quality of the audit process is considered by focusing on the scope of the audit and auditor independence in order to ensure that the quality of the audit process is not compromised and remains effective. The Board consider the independence and objectivity of the external auditor on an annual basis, with particular regard to non-audit services. There were no prohibited non-audit fees incurred from the auditor during the period. The Board also receive an annual confirmation of independence from the auditors. The committee has overseen the preparation of the viability statement and has conducted a robust examination of the risks identified, the resulting actions that may be required and the project outcomes. Remuneration The Company's remuneration committee comprises Rupert Pearce Gould and Colin Weinberg. The remuneration committee is to meet at least twice a year and has as its remit the determination and review of, amongst others, the remuneration of directors including company directors together with any incentive plans adopted, or to be adopted, by the Company and the Group. Communication with Shareholders The Board believes it is important to respond adequately to the queries of both private and institutional shareholders. The Chairman's Statement in the Annual Report contains a business review. An interim business review is also provided with the half-period announcement. The Chairmen are available to shareholders at any time to discuss strategy and governance matters. AUDIT AND INTERNAL CONTROL The Board seeks to ensure that its report and accounts and other financial statements provide a clear assessment of the Group's business. All shareholders have the opportunity to ask questions and express their views at the Company's Annual General Meeting, at which all directors are available to take questions. The directors are responsible for the Group's system of internal control and reviewing its effectiveness and the processes in place for risk management. These controls can only ever provide reasonable but not absolute assurance that assets are safeguarded against material misstatement or loss, that proper accounting records are maintained, and that the information used internally, or for publication, is accurate and reliable. The key procedures, which existed to provide external control, are as follows: - A regular review is undertaken to assess the risks facing the trading subsidiary and to enhance the systems which manage the risk identified. Management establishes control procedures for each of the risks identified and reports whether the key controls have operated effectively - Agreement of Group short term financial objectives and business plans Review by the Board of monthly Group Financial Statements and monitoring of results against budget.
49 ASSOCIATED BRITISH ENGINEERING PLC CORPORATE GOVERNANCE REPORT (continued) (AS REFERRED TO IN THE DIRECTORS' REPORT) AUDIT AND INTERNAL CONTROL (continued) - The acquisition or disposal of a business may not be completed without the approval of the Board. - The operational responsibility for preparing the consolidated accounts is delegated to a third party service provider with the Board retaining responsibility for overall content, presentation and final review of the consolidated accounts. - Clearly defined organisation structures with segregation of duties wherever practicable. Operating and financial responsibilities for the subsidiary Companies are delegated to the subsidiary Board and there are limits which apply to capital expenditure and significant contracts. - The executive directors attend Board meetings of the subsidiary - Board control over treasury, taxation, legal, insurance and personnel issues - The acquisition or disposal of a business may not be completed without the approval of the Board. Risk Management The Board confirms that there is an ongoing process for identifying, evaluating and managing significant business risks faced by the Group, including those risks relating to social, environmental and ethical matters. This process was in place throughout the period under review and up to the date of approval of this report. The Audit Committee has kept under review the effectiveness of the system of internal control and has reported regularly to the Board. Through these mechanisms, Group performance is continually monitored, risks identified in a timely manner via a robust risk assessment, their financial implication assessed, control procedure re-evaluated and corrective actions agreed and where possible implemented. The Board believes that it is not

currently appropriate for the Group to maintain an internal audit function due to the size of the Group and the manner in which the Group operates. Fair, Balanced and Understandable We consistently seek to improve the process of compiling the Annual Report to give the Board more time to assess whether it was fair, balanced and understandable, as required by the Code. The Board considered whether the Annual Report contained the necessary information for shareholders to assess the Group's performance, business model and strategy. The tone was reviewed to ensure a balanced approach and, with the support of the Audit Committee, the Board made sure the narrative at the front end of the report was consistent with the financial statements. VIABILITY STATEMENT In accordance with provision C2.2 of the UK Corporate Governance Code, published by the Financial Reporting Council ("FRC") in September 2015, the directors have assessed the viability of the Group over the immediate and foreseeable future and in consideration of its sales and marketing projections. This assessment has been made taking account of the current position of the Group, the present immediate plan, the corporate planning process, a budget for the operating company and the Group's principal risks associated with the current plan. The provision C2.2 of the UK Corporate Governance Code and Appendix B of the FRC Guidance state that the period covered for longer term viability statement should be significantly longer than 12 months from approval of the financial statements as set out in the basis of preparation in the account policies of these financial statements.
51 ASSOCIATED BRITISH ENGINEERING PLC DIRECTORS' REMUNERATION REPORT
Introduction This report is submitted in accordance with Schedule 8 of the Large and Medium sized Companies (accounts and Reports) (Amendment) Regulations 2014 in respect of the year ended 30 September 2024. The reporting requirements entail two sections to be included, a Policy Report and an Annual Remuneration Report which are presented below. The Company's auditor, Bright Grahame Murray, is required to give its opinion on certain information included in this report, this comprises of the Directors Remuneration - single figure table on page 52 and the information on directors shareholdings which is contained in the directors' report on page 6 and also forms part of this directors' remuneration report. Their report on these and other matters is set out on pages 11 to 16. Consideration by the Directors of Matters Relating to Directors' Remuneration The Company's Remuneration Committee considers Directors' remuneration and has not sought advice or services from any person in respect of its consideration of Directors' remuneration during the year although the Directors expect from time to time to review the fees against those paid to boards of directors of comparable organisations and appointments. The Company does not have a Chief Executive Officer, Senior Management or any full time employees and relies on senior management in each subsidiary. DIRECTORS' REMUNERATION POLICY REPORT The roles of the directors are as follows:- Joint Chairman and Deputy Chairman - Rupert Pearce Gould (part time executive operational) Joint Chairman and Deputy Chairman - Colin Weinberg (part time executive - finance) The Company's policy is for the Directors not to be remunerated in the form of fees, which are immediately payable, until such time as there is a trading business in the group. The two directors will be granted warrants or options when a new business is reversed into the company and as then agreed by the Remuneration Committee after reviewing comparable organisations and appointments. None of the directors receive a pension or other benefit from the Company, nor do they participate in any agreed bonus or incentive schemes or share option schemes. The fees are not specifically related to the Directors' performance, either individually or collectively. The Board is also entitled to be repaid all reasonable travelling subsistence and other expenses incurred by them respectively whilst conducting their duties as Directors, however no other remuneration or compensation was paid or payable by the company during the period to any of the current Directors. There will be no payment for loss of office unless approved by a separate shareholder resolution. Major decisions on Remuneration The Company's policy is that the fees payable to each director should reflect the time spent by the directors on the Company's affairs and the responsibilities borne by each of the directors. They should be sufficient to attract candidates of high calibre to be recruited. The policy is for the Chairmen of the Board to be paid higher fees than the other directors in recognition of the more onerous role. The Remuneration policy is to review the director's fee rates from time to time, benchmarking the fees against comparable organisations and appointments, although such review will not necessarily result in any change. Due to the nature of the Company, there are no full time employees and therefore the requirement to consider the percentage change in remuneration of all employees when determining the Directors' remuneration is not considered to be relevant. The directors have agreements with the company that may be

terminated on one year's notice. In accordance with the Articles of Association each director retires from office at the third annual general meeting after the annual general meeting at which he was last elected. A retiring director is eligible for re-election
52 ASSOCIATED BRITISH ENGINEERING PLC DIRECTORS' REMUNERATION REPORT (Continued) A Director may resign by notice in writing to the Board at any time giving one month's notice. None of the Directors are entitled to compensation payable upon early termination of their arrangements other than in respect of any unexpired notice period. In accordance with the reporting requirements of Large and Medium sized Companies (accounts and Reports) (Amendment) Regulations 2014, an Ordinary resolution for the approval of the remuneration policy of the Company to remain in force for a three-period period, was put to the members of the Annual General Meeting and was effective from that date. DIRECTORS' REMUNERATION - SINGLE FIGURE TABLE (AUDITED) 30 Sep 30 Sep 2024 Total £'000 2023 Total £'000 Mr R Pearce Gould Mr C Weinberg - - - - The amounts above all relate to directors fees and represent the total remuneration of the company's directors but excludes fees of £675 (2023: £4,175) for secretarial and financial services (in 2023 this included a fee for achieving the VAT registration) and £5,000 for preparation of the accounts (excluding VAT) (2023: £5,000) paid by the Group to Cambridge Corporate Consultants Limited, a company in which Mr Pearce Gould is a director and has a beneficial interest. This section of the report is subject to approval by a simple majority of shareholders at the AGM in 2025, as in previous periods. Statement of Voting at the Annual General Meeting (AGM) The 2023 Remuneration Report was presented to the AGM on 28 March 2024 and received shareholder approval following a vote on a show of hands. Less than 3\% of ordinary shareholders who filled in proxy forms and/or cast their voted against any of the Resolutions. The proxy forms returned contained no explanation for the votes against any of the resolutions. Total Shareholder Return (TSR) See notes below Source: Yahoo UK finance 54 ASSOCIATED BRITIS ENGINEERING PLC DIRECTORS, REGISTERED OFFICE AND ADVISERS The Board comprises two directors: COLIN WEINBERG (74) became a non-executive director on 10 November 2003. He was a member of the London Stock Exchange from 1980 to 1987 and was admitted to fellowship of the Securities Institute in 1995. He was previously a non-executive director of Peckham Building Society. RUPERT PEARCE GOULD (73) was appointed as non-executive director on 18 September 2016. Rupert has a degree in engineering and has served as an executive director and chairman in both the public and private sector. He is also a retired chartered accountant and a regulated corporate financier. He was chairman of BPE from 2000 to 2020. SECRETARY \& REGISTERED OFFICE Mr R A Pearce Gould 61-65 Church Street Harston Cambridge CB22 7NP Registered No. 110663 rpg@cmc-group.co.uk BANKERS The Royal Bank of Scotland plc Glasgow Cardonald Branch 2139 Paisley Road West Glasgow G52 3JW AUDITOR CORPORATE ADVISERS Bright Grahame Murray Beaumont Cornish Limited Emperor's Gate 114a Cromwell Road Kensington London SW7 6AG 2nd Floor Bowman House 29 Wilson Street London EC2M 2SJ REGISTRARS SOLICITORS Computershare Investor Services plc Harrison Clark Rickerbys Limited The Pavilions 50-60 Station Road Bridgewater Road Cambridge Bristol CB1 2JH BS13 8AE webcorres@computershare.co.uk