ASSOCIATED BRITISH ENGINEERING PLC - Annual Report 2025

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ASSOCIATED BRITISH ENGINEERING PLC

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ANNUAL REPORT AND FINANCIAL

STATEMENTS FOR THE YEAR ENDED

30 SEPTEMBER 2025

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ASSOCIATED BRITISH ENGINEERING PLC Company Registration No. 00110663 (England and Wales)

REPORT AND FINANCIAL STATEMENTS FOR THE

YEAR ENDED 30 SEPTEMBER 2025

CONTENTS Page

Financial highlights 3

Chairmen’s statement 4

Directors' report 5

Statement of directors’ responsibilities 8

Corporate governance report 9

Strategic report 12

Directors’ Remuneration Report 14

Report of the independent auditor – Group 17

Group and Parent Company accounting policies 23

Consolidated income statement 27

Consolidated statement of comprehensive income 28

Group statement of financial position 29

Group statement of changes in equity 30

Group cash flow statement 31

Notes to the Group financial statements 32

Company statement of financial position 42

Company statement of changes in equity 43

Notes to the Company financial statements 44

Directors, registered office and advisers 47

The directors submit to the members their Report and Accounts for the Group for the year ended 30

September 2025. Pages 5 to 14 , 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.

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ASSOCIATED BRITISH ENGINEERING PLC

FINANCIAL HIGHLIGHTS

Year

ended

Year

ended

Sep

202

£’000

2024

£’000

REVENUE - -

OPERATING (LOSS)/PROFIT (63) (69)

(LOSS)/PROFIT BEFORE TAXATION (63) (69)

OTHER COMPREHENSIVE INCOME/(EXPENSES) - (33)

NET ASSETS 303 367

BASIC (LOSS)/PROFIT PER 2.5p ORDINARY SHARE in p (3.09) (3.37)

EQUITY SHAREHOLDERS’ FUNDS PER 2.5p ORDINARY SHARE £0.15 £0.18

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ASSOCIATED BRITISH ENGINEERING PLC

CHAIRMEN’S STATEMENT FOR THE YEAR

ENDED 30 SEPTEMBER 2025

This has been a disappointing year in that we have not found a possible target reverse for the

group; and the dollar has deteriorated further against the pound as at the year end. Your board

continues to believe that the US Dollar remains a more stable currency in the medium term and

will keep this situation under review.

We are however pleased to report that trading in the shares has now been restored and the group

is now in a good position to make an acquisition. In view of its size and the lack of trading activity,

the Group is now recognized as a shell company. This means that the acquisition or merger will

need to be in excess of £30m to meet the requirements of the Financial Conduct Authority.

During the year to September 2025 Associated British Engineering plc (“the Company”) did not

realise any more of its investments as the relevant markets remained depressed. The British Polar

Engines pension fund, some of whose assets the Directors monitor on their behalf, was also unable

to avail itself of the opportunity to realise any of those assets during the year.

The Group will be unaffected by the recent changes in taxation. It is worth noting that the Group

has capital losses of £8m and trading losses of over £2m which in the right circumstances are

available to an expanded group – see note 7 to these accounts.

It is pleasing to note that our Auditor has again been able to give a “Clean Opinion” as you will

note in their report attached.

In the meantime the directors are containing all costs and are not taking any remuneration from

the Company for their services as directors. They continue to review any possible corporate

developments as they arise with a view to developing or acquiring a new business activity within

the Group – the group is now clear of residual liabilities and makes an interesting shell company.

We look forward to new developments in 2026.

Rupert Pearce Gould and Colin Weinberg

Chairmen

Date: 29 January 2026

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ASSOCIATED BRITISH ENGINEERING PLC

DIRECTOR’S REPORT

FOR THE YEAR ENDED 30 SEPTEMBER 2025

The directors submit their report and audited accounts for the year ended 30 September 2025.

PRINIPAL ACTIVITIES

The Company is principally the parent company holding investments. Its subsidiary is a trading

company. The group is regularly considering possible opportunities to acquire a trading business

or income producing assets.

RESULTS AND DIVIDENDS

The Group’s loss before tax amounted to £65,035 (2024: loss £68,443). The directors are unable to

recommend a dividend on the ordinary shares for the year (2024: £Nil per ordinary share).

There are no post balance sheet events.

DIRECTORS

The names of the directors who served during the year from 1 October 2024 to 30 September 2025 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 including

consideration of diversity of interests.

In accordance with the Articles of Association Mr R Pearce Gould retires by rotation and, being eligible,

offers himself for re-election.

DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE

The group has, as permitted by s.234 and s.235 of the Companies Act 2006, agreed that the Directors

can take out insurance cover at any time on behalf of the directors and secretary inter alia indemnifying

them against certain liabilities which may be incurred by them in relation to the activities of the group.

SUBSTANTIAL HOLDINGS

As at 30 September 2025 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.

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ASSOCIATED BRITISH ENGINEERING PLC

DIRECTOR’S REPORT

FOR THE YEAR ENDED 30 SEPTEMBER 2025

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.

Hargreaves Lansdown (Nominees) Ltd (VRA) Hargreaves Lansdown owns 5.43% of issued ordinary

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 2025

were as follows:

Ordinary shares of 2.5p

2025

No.

2024

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 2025.

Since 30 September 2024 and up to and including 30 September 2025 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 – see note 17.

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ASSOCIATED BRITISH ENGINEERING PLC

DIRECTOR’S REPORT

FOR THE YEAR ENDED 30 SEPTEMBER 2025

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.

DISABLED PERSONS

It is the Group’s policy to give sympathetic consideration to the recruitment, continuing employment,

training, career development and promotion of disabled persons.

EMPLOYEES

The Group recognises the importance of employees, its service suppliers and its advisers to the success

of the business and ensures that they are fully informed of events that directly affect them and their working

environment.

ENERGY AND EMISSIONS DATA

As the Group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a

low energy user under these regulations and is not required to report on its emissions, energy consumption

or energy efficiency activities.

GOING CONCERN

After making appropriate enquiries, the Directors have a reasonable expectation that the Company and the

Group will have adequate resources to continue in operational existence for the foreseeable future.

AUDITOR AND DISCLOSURE OF INFORMATION TO THE AUDITOR

The auditors have been appointed in accordance with section 487(2) of the Companies Act 2006 following

the resignation of the previous auditors. This confirmation is given and should be interpreted in accordance

with the provisions of section 418 of the Companies Act 2006.

So far as the Directors are aware, there is no relevant audit information that has not been brought to the

attention of the Company’s auditor. Each Director has taken all reasonable steps to make himself aware

of any relevant audit information and to establish that such information was provided to the auditor.

A resolution to confirm the reappointment of RPG Crouch Chapman LLP as auditor of the Company will

be proposed at the 2026 AGM. The confirmation has been recommended to the Board by its Audit

Committee and RPG Crouch Chapman LLP have indicated their willingness to remain in office.

By order of the Board

C Weinberg

For and on behalf of the Board of Directors Date: 29 January .2026

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ASSOCIATED BRITISH ENGINEERING PLC

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Directors’ Report, the Remuneration Report

and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the

directors are required to prepare financial statements in accordance with UK-adopted International Financial

Reporting Standards, (IFRSs) and have also been chosen to prepare the parent company financial

statements under IFRS. Under Company Law the directors must not approve the financial statements unless

they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and profit

or loss of the Group for that year. In preparing these financial statements, the directors are required to:

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select suitable accounting policies and then apply them consistently

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make judgements and accounting estimates that are reasonable and prudent

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state whether applicable accounting standards, UK-adopted IFRS have been followed, subject to any

material departures disclosed and explained in the financial statements

•

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the

Company will continue in business

•

prepare a directors’ reports, strategic report and directors’ remuneration report which comply with the

requirements of the Companies Act 2006.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain

the Group’s and Company’s transactions and disclose with reasonable accuracy at any time the financial

position of the Company and the Group and enable them to ensure that the financial statements and the

directors remuneration report comply with the Companies Act 2006 and Article 4 of the IAS Regulations.

They are also responsible for safeguarding the assets of the Company and the Group and hence for taking

reasonable steps for the prevention and detection of fraud and other irregularities.

The directors confirm that:

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so far as each director is aware, there is no relevant audit information of which the Group's auditor is

unaware; and

•

the directors have taken all steps that they ought to have taken to make themselves aware of any relevant

audit information and to establish that the auditor is aware of that information.

•

the directors are responsible for preparing the annual report in accordance with applicable law and

regulations. The directors consider the annual report and the financial statements, taken as a whole, provides

the information necessary to assess the company’s performance, business model and strategy and is fair,

balanced and understandable

WEBSITE PUBLICATION

The directors are responsible for the maintenance and integrity of the corporate and financial information

included on the Company's website. Legislation in the United Kingdom governing the preparation and

dissemination of financial statements may differ from legislation in other jurisdictions.

DIRECTORS’ RESPONSIBILITIES PURSUANT TO DTR4

To the best of their knowledge, the directors confirm:

•

the financial statements, prepared in accordance with the applicable set of accounting standards, give a true

and fair view of the assets, liabilities, financial position of the Group and Company and profit or loss of the

Group as at 30 September 2025; and

•

the annual report, including the Strategic Report includes a fair review of the development and performance

of the business and the position of the Group and Company, together with a description of the principal

risks and uncertainties faced.

C Weinberg

Director Date: 29 January 2026

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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.

The Current Directors:-

Rupert Pearce Gould

Colin Weinberg

Short biographies of the directors appear on page 47 and show considerable and varied experience in the

business world and the City.

Under the Company’s Articles of Association, new directors and at least one third of the directors retire

from office each period. The retiring director is eligible for re-election.

At the year end, there were no independent non-executive directors. The directors continue to search for

a suitable candidate for the role and intend to appoint a non- executive director in the near future.

Nominations Committee

The appointment of directors will be discussed by the full Board until such time as there are two non-

executive directors to form an effective committee. Potential new non-executive directors are proposed by

all the members of the Board and major shareholders; the Board considers these in the light of the

Company’s business requirements and the need to have a balanced Board. The Board will then implement

an appropriate review committee.

Audit Committee

The Company’s audit committee comprises the full Board. The audit committee meets at least twice a year

to monitor the financial reporting process, including its annual and interim accounts; the effectiveness of

the Company’s internal controls and risk management systems; statutory audit of the annual accounts; and

to review and monitor the independence of the statutory auditor and provision of additional services to the

Company.

There is no internal audit function. Due to the size of the finance function and the close involvement of

directors, the Board and the Audit Committee do not consider there to be a need for a separate internal

audit function.

As part of this process, the performance of the Group’s major division is considered, with key judgements,

estimates and accounting policies being approved by the subsidiary Board ahead of recommendation to

the Group board. The primary areas of financial reporting judgement considered by the Committee in relation

to the 2025 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.

Management Override

The Committee have reviewed the systems and control processes in place during the financial year to 30

September 2025 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.

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ASSOCIATED BRITISH ENGINEERING PLC

CORPORATE GOVERNANCE REPORT (continued)

(AS REFERRED TO IN THE DIRECTORS’ REPORT)

Reappointing the auditor

The auditor, RPG Crouch Chapman LLP , has been appointed under section 487(2) of the Companies Act

2006.

Safeguards on non-audit services

The auditor RPG Crouch Chapman LLP does 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

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ASSOCIATED BRITISH ENGINEERING PLC

CORPORATE GOVERNANCE REPORT (continued)

(AS REFERRED TO IN THE DIRECTORS’ REPORT)

AUDIT AND INTERNAL CONTROL (continued)

Agreement of Group short term financial objectives and business plans

Review by the Board of monthly Group Financial Statements and monitoring of results against

budget.

The 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.

On behalf of the Board

C Weinberg

Director

Date: 29 January 2026

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ASSOCIATED BRITISH ENGINEERING PLC

STRATEGIC REPORT

FOR THE YEAR ENDED 30 SEPTEMBER 2025

BUSINESS REVIEW

A review of the business and of events during the year is contained in the Chairmen’s 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 maintain the group and value for shareholders. 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 aim to develop appropriate strategies accordingly.

The Board is looking to identify additional business to acquire with either high profitability, or with the

potential for significant profitability.

Market conditions

The company has currently no significant trade. There remains a risk regarding the marketability of some

of its investments and the ability to liquidate them.

Reputational risk

Over many periods the Group has built up a reputation for integrity and is aware that this can be easily

damaged with the consequential cost. To mitigate this risk, policies are in place which, cover standards

of behavior and good governance.

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ASSOCIATED BRITISH ENGINEERING PLC

STRATEGIC REPORT (continued)

FOR THE YEAR ENDED 30 SEPTEMBER 2025

Cyclical nature of the business

The trading outlook for the Group remains unpredictable due to the requirement to identify a new

trading business(es). 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 or in which we hold investments 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 2025, are

disclosed in the Corporate Governance report on page 9 to 11.

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 and comply with best practice.

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 and service providers up to date with financial and other

information.

The Group currently employs three people, made up of two male part time executives and one female

part time administrator.

Total no. of

officers/employees

Number of

males

Number

females

Senior

Management

100

Whole

Workforce

100

By order of the Board

C Weinberg

Date: 29 January 2026

For and on behalf of the Board of Directors

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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, RPG Crouch Chapman LLP, required to give its opinion on certain information

included in this report, this comprises of the Directors Remuneration – single figure table on page 15 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

14 to 19.

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 do not have agreements with the company so their appointments can be terminated on less

than 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.

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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)

Sep

2025

Total

£’000

2024

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 (2024: £4,175) for secretarial and financial services and £5,000 for

preparation of the accounts (excluding VAT) (2024: £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 2026

as in previous periods.

Statement of Voting at the Annual General Meeting (AGM)

The 2024 Remuneration Report was presented to the AGM on 28 March 2025 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: Ya hoo UK finance

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

ASSOCIATED BRITIHS ENGINEERING PLC

DIRECTORS’ REMUNERATION REPORT (Continued)

The graph on page 52 shows the Company’s TSR performance compared to the FTSE All Share index over

the past ten periods up to September 2021. TSR is defined as share price growth plus reinvested dividends.

This provides a basis for comparison with a relevant equity index but should be treated with caution in view

of the small market in the Company’s shares and the fact that the ordinary shares were suspended for the

full period of financial year of these accounts. Figures between September 2021 and June 2025 have not

been calculated or reported due to the suspension in the trading of the shares. The share price since June

2025 has reflected very few trades and the spreads have exhibited a broad range typically between 20p

and 60p per ordinary share; the directors are of the opinion that this range does not create a meaningful

number for inclusion in the above chart.

A statement of directors’ shareholdings and interest is reported in the directors’ report on page 6.

Company Performance

The Board is responsible for the Company’s business strategy and performance.

The Statement of Directors’ responsibilities, Corporate Governance report and the Directors’ Remuneration

report on pages 46 to 53 form part of the Directors’ report.

On behalf of the Board

C Weinberg

Director

Date: 29 January 2026

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

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 (the ‘group’) for the year ended 30 September 2025 which comprise the Consolidated Income Statement,

the Consolidated Statement of Comprehensive Income, the Group Statement of Financial Position, the Group

Statement of Changes in Equity, the Group Cashflow Statement, the Company Statement of Financial Position, the

Company Statement of Changes in Equity, and the Notes to the Financial Statements, including a summary of

material accounting policy information. The financial reporting framework that has been applied in their preparation is

applicable law and UK adopted International Accounting Standards.

In our opinion, the financial statements:

• give a true and fair view of the state of the group’s and of the parent company’s affairs as at 30 September

2025 and of the group’s loss for the year then ended;

• the group financial statements have been properly prepared in accordance with UK adopted International

Accounting Standards;

• the parent company financial statements have been properly prepared in accordance with United Kingdom

Generally Accepted Accounting Practice (including FRS 101 Reduced Disclosure Framework); and

• the financial statements have been prepared in accordance with the requirements of the Companies Act

2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.

Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the

financial statements section of our report. We are independent of the group and 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 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.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting

in the preparation of the financial statements is appropriate.

Our evaluation of the Directors’ assessment of the entity’s ability to continue to adopt the going concern basis of

accounting included:

• Obtaining and reviewing managements cash flow projections, which covers a period of at least 12 months

from the date of approval of the financial statements;

• Assessing and challenging management’s judgements and estimates and agreeing these to supporting

documentation where necessary;

• Evaluating the mathematical accuracy of the forecast and comparting the forecast to historical performance

of the entity to assess management’s forecasting accuracy;

• Performing sensitivity analysis on cash flow forecast to consider the available headroom under different

reasonably possible scenarios; and

• Reviewing the adequacy and completeness of disclosures in the financial statements in respect of the going

concern assumption.

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF ASSOCIATED BRITISH ENGINEERING PLC

Based on the work we have performed, we have not identified any material uncertainties relating to events or

conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going

concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant

sections of this report.

Our approach to the audit

Our Group audit was scoped by obtaining an understanding of the Group and its environment, the applicable financial

reporting framework and the Group’s system of internal control. On the basis of this, we identified and assessed the

risks of material misstatement of the Group financial statements including with respect to the consolidation process.

We then applied professional judgement to focus our audit procedures on the areas that posed the greatest risks to

the group financial statements. We continually assessed risks throughout our audit, revising the risks where

necessary, with the aim of reducing the group risk of material misstatement to an acceptable level, in order to provide

a basis for our opinion.

The Group is formed of two components; the parent company; and one subsidiary with low trading activity. We used

a combination of risk assessment procedures and further audit procedures to obtain sufficient appropriate evidence.

These further audit procedures included:

• procedures on the entire financial information of the parent company

• procedures on one or more classes of transactions, account balances or disclosures of the subsidiary

In planning our audit, we determined materiality and assessed the risks of material misstatement in the financial

statements. In particular, we looked at where the directors made subjective judgements, for example in respect of

significant accounting estimates. As in all of our audits, we also addressed the risk of management override of internal

controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material

misstatement due to fraud.

We tailored the scope of our audit to ensure that we performed sufficient work to be able to issue an opinion on the

financial statements as a whole, taking into account the accounting processes and controls, and the industry in which

they operate.

Key audit matters

We have determined there were no key audit matters to communicate in our report.

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of

misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could

influence the economic decisions of reasonable users that are taken on the basis of the financial statements.

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a

lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements

below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified

misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial

statements as a whole.

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF ASSOCIATED BRITISH ENGINEERING PLC

Based on our professional judgement, we determined materiality for the financial statements as a whole and

performance materiality as follows:

Group financial statements Parent company financial statements

Year ending 30

September 2025

Year ending 30

September 2025

Materiality 5,000 4,500

Basis for

determining

materiality

1.5% of Gross Assets Capped at 90% of Group MAT

Rationale for the

benchmark

applied

The Group is still pre-acquisition and is

incurring cost relating to potential

investments opportunities. In addition, it

has not earned any income and hence

Gross assets has been considered as

the most appropriate measure as it is the

main factor of particular interest to the

users of the financial statements at this

stage.

Capped at 90% of Group MAT

Performance

materiality

3,000 2,700

Basis for

determining

performance

materiality

60% of FS Group MAT applied. Capped at 90% of Group PM

Rationale for the

percentage

applied for

performance

materiality

This is a first year audit engagement and

a public interest entity and so 60% is

considered appropriate in line with firm

policy.

Capped at 90% of Group PM

We agreed with the Audit Committee that we would report on all differences in excess of 5% of Materiality (£250)

relating to the Company’s financial statements. We also report to the Audit Committee on financial statement

disclosure matters identified when assessing the overall consistency and presentation of the financial statements.

Other information

The directors are responsible for the other information. The other information comprises the information included in

the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial

statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we

do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing

so, consider whether the other information is materially inconsistent with the financial statements or our knowledge

obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or

apparent material misstatements, we are required to determine whether there is a material misstatement in the

financial statements or a material misstatement of the other information. If, based on the work we have performed,

we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF ASSOCIATED BRITISH ENGINEERING PLC

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the strategic report and the directors’ report for the financial year for which the

financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors’ report have been prepared in accordance with applicable legal

requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent Company and their environment obtained

in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us

to report to you if, in our opinion:

• adequate accounting records have not been kept by the group and parent company, or returns adequate for

our audit have not been received from branches not visited by us; or

• the group and parent company financial statements are not in agreement with the accounting records and

returns; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors’ Responsibilities set out on page 8 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 or 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 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 our opinion in an auditor’s report. Reasonable

assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of the 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:

Non compliance with laws and regulations

Based on:

• Our understanding of the legal and regulatory frameworks within which the group and parent company operates;

• Discussion with management and the Audit Committee; and

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF ASSOCIATED BRITISH ENGINEERING PLC

• Obtaining an understanding of the Group’s policies and procedures regarding compliance with laws and

regulations.

We considered the significant laws and regulations that have a direct effect on the determination of material amounts

and disclosures in the financial statements to be the Companies Act 2006, the Listing Rules of LSE and relevant

taxation legislation.

• Our procedures in respect of the above included:

• Review of minutes of meeting with those charged with governance for an instances of non-compliance with laws

and regulations;

• Review of financial statement disclosures and agreeing to supporting documentation; and

• Review of legal expenditure accounts to understand the nature of expenditure incurred.

Fraud

We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our

risk assessment procedures included:

• Enquiry with management and those charged with governance regarding any known or suspected instances

of fraud;

• Obtaining an understanding of the Group’s policies and procedures relating to:

o Detecting and responding to the risks of fraud; and

o Internal controls established to mitigate risks related to fraud.

• Review of minutes of meeting of those charged with governance for any known or suspected instances of

fraud;

• Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;

and

• Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks

of material misstatement due to fraud.

Based on our risk assessment, we considered the areas most susceptible to fraud to be management

override of controls and areas of judgement due to the level of subjectivity involved with them.

Our procedures in respect of the above included:

• Fraud enquiries were held with management and those charged with governance to identify whether any

instances of fraud were noted in the period.

• Making enquiries of management as to whether there was any correspondence with regulators and the

Government, in so far as the correspondence related to the financial statements and reviewed this

correspondence.

• Performing targeted journal entry testing based on identified characteristics the audit team considered could

be indicative of fraud to address the presumed risk of management override of controls.

• Reviewing the Group’s year-end unadjusted entries, consolidated entries and investigating any that appear

unusual as to nature or amount by agreeing to supporting documentation; and

• Assessing significant estimates made by management for bias.

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF ASSOCIATED BRITISH ENGINEERING PLC

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those

leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases

the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial

statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater

regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery,

collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting

Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the

Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those

matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted

by law, we do not accept or assume responsibility to anyone other than the company and the company’s members,

as a body, for our audit work, for this report, or for the opinions we have formed.

Paul Randall BA FCA (Senior Statutory Auditor)

For and on behalf of RPG Crouch Chapman LLP

Chartered Accountants

Statutory Auditor

40 Gracechurch Street

London

EC3V 0BT

29 January 2026

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

ASSOCIATED BRITISH ENGINEERING PLC

GROUP AND PARENT COMPANY ACCOUNTING POLICIES

FOR THE YEAR ENDED 30 SEPTEMBER 2025

BASIS OF PREPARATION

The Company is a public limited company incorporated in England and Wales under the Companies Act 2006

and limited by shares. The address of the registered office and contact details are 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) and

during the year the trading in the ordinary share trading was resumed. These financial statements are

presented in pound sterling because that is the currency of the primary economic environment in which the

Group operates and all values are rounded to the nearest thousand pounds (£’000) except where otherwise

indicated.

The Company’s accounting reference date is 30 September. These financial statements are for the year 1 October

2024 to 30 September 2025. The comparative figures are for the period 1 October 2023 to 30 September 2024.

The following new standards, interpretations and amendments are now effective and have been adopted in these

financial statements; they will not have any further effect on the Company’s future financial statements.

Classification and Measurement of Financial Instruments – Amendments to IFRS 9 Financial Instruments and IFRS

7 Financial Instruments: Disclosures

The Company has adopted all of the new or amended Accounting Standards and the interpretations issued by the

International Accounting Standards Board (‘IASB’) that are mandatory for the current reporting period.

Annual Improvements to IFRS Accounting Standards has led to amendments to:

• IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7;

• IFRS 9 Financial Instruments;

• IFRS 10 Consolidated Financial Statements; and

• IAS 7 Statement of Cash flows

The directors anticipate that the adoption of other Standards and interpretations that are not yet effective in future

periods will only have an impact on presentation in the financial statements of the Company and in the financial

statements of the Group.

As ultimate parent of the Group, the Company has taken advantage of Financial Reporting Standard 101 Reduced

Disclosure Framework (FRS 101), which addresses the financial reporting requirements and disclosure exemptions

in the individual financial statements of “qualifying entities”, that otherwise apply the recognition, measurement and

disclosure requirements of UK adopted international accounting standards. The disclosure exemption adopted by

the Company in accordance with FRS 101 are:

• a statement of compliance with IFRS (a statement of compliance with FRS 101 is provided instead); • related

party transactions with two or more wholly owned members of the group; and

• a Statement of Cash Flows and related disclosures

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

ASSOCIATED BRITISH ENGINEERING PLC

GROUP AND PARENT COMPANY ACCOUNTING POLICIES (continued)

FOR THE YEAR ENDED 30 SEPTEMBER 2025

In addition, and in accordance with FRS 101, further disclosure exemptions have been applied because equivalent

disclosures are included in the consolidated financial statements of Associated British Engineering Plc . These

financial statements do not include certain disclosures in respect of:

• financial instrument disclosures as required by IFRS 7 Financial Instruments: Disclosures; and

• fair value measurements – details of the valuation techniques and inputs used for fair value measurement of

assets and liabilities as per note 5

GOING CONCERN

The Company and Group has sufficient financial resources. As a consequence, the Directors believe the

Company and the Group is well placed to manage its business risks successfully. The Directors regularly

review the forecasts.

In accordance with their responsibilities, the Directors of the Company have considered the appropriateness of the

going concern basis, which has been used in the preparation of these financial statements. The Directors have

prepared trading and cash flow forecasts for the Group , 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 and the Group 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 2025.

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

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.

ACCOUNTING JUDGEMENTS

The key areas where management have exercised judgement in the period, and the thought processes

undertaken, are as follows:

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

ASSOCIATED BRITISH ENGINEERING PLC

GROUP AND PARENT COMPANY ACCOUNTING POLICIES (continued)

FOR THE YEAR ENDED 30 SEPTEMBER 2025

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.

ACCOUNTING ESTIMATES

The key accounting estimates having an impact on carrying amounts of assets and liabilities in the reporting

period are as follows:

TAXATION

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.

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.

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

ASSOCIATED BRITISH ENGINEERING PLC

GROUP AND PARENT COMPANY ACCOUNTING POLICIES (continued)

FOR THE YEAR ENDED 30 SEPTEMBER 2025

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.

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.

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

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 and net losses are deducted from

Retained Earnings.

Other reserves relate to movements not classified in any of the reserves detailed above. Revaluation reserve

includes all unrealized gains and losses relating to Property, Plant and Equipment.

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

ASSOCIATED BRITISH ENGINEERING PLC

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 30 SEPTEMBER 2025

Note

Year ended

30 Sep

2025

£’000

Year ended

30 Sept

2024

£’000

REVENUE

Operating costs 2 (65

)

(69)

OPERATING (LOSS)/PROFIT 3 (65

)

(69

)

Finance net income / (loss)

Other income

(LOSS)/PROFIT BEFORE TAXATION (65

)

(69)

Taxation 7

(LOSS)/PROFIT FOR THE YEAR FROM

CONTINUOUS OPERATIONS (65

)

(69)

TOTAL (LOSS)/PROFIT FOR THE YEAR

(65

)

(69)

(LOSS)/PROFIT PER SHARE ON (LOSS)/PROFIT FOR THE

YEAR ATTRIBUTABLE TO EQUITY HOLDERS OF THE

PARENT COMPANY

BASIC AND DILUTED (LOSS)/PROFIT

(

3.09

)

(3.37)p

(Loss)/Profit for the year attributable to: Owners of

the Company (64) (102)

Non-controlling interests

(64) (102)

The accounting policies on pages 23 to 26 and the notes on pages 32 to 41 form part of these accounts.

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

ASSOCIATED BRITISH ENGINEERING PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 SEPTEMBER 2025

Year

ended

Year

ended

Sep

202

£’000

(Loss)/Profit in the year (65

)

(69)

Other comprehensive (loss)/income

Gain/

(Loss)

FVTOCI

Fair value

unrea

ised

gain/(loss)

(*)

(33)

Other comprehensive profit/(loss) in the year

TOTAL COMPREHENSIVE (LOSS)/INCOME IN THE YEAR (64

)

(102)

Total comprehensive (loss)/income attributable to:

Owners

the

Company

(

)

(

102

)

Non-controlling interests

(64

)

(102)

(*) \= Items which are now all reclassified to the Income Statement.

All activities are classified as continuing.

The accounting policies on pages 23 to 26 and the notes on pages 32 to 41 form part of these accounts.

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

ASSOCIATED BRITISH ENGINEERING PLC

GROUP STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2025

Note 2025 2024

’000

£’000

ASSETS

Non

current

assets

FVTOCI Financial assets

Current

assets

Trade

and

other

receivables

Cash and cash equivalents

318

374

Current assets

340

397

Total assets 362 418

EQUITY AND LIABILITIES

Called

capital

Deferred

2,594

premium

account

5,370

Retained earnings

(7,712)

(7648)

Equity attributable to the Parent Company’s Equity

shareholders

303

367

Total

equity

303

367

LIABILITIES

Current liabilities

Trade and other payables

Total

liabilities

Total equity and liabilities 362

418

The financial statements were approved and authorised for issue by the Board of Directors

On 29 January 2026 and were signed below on its behalf by:

C Weinberg

Director

The accounting policies on pages 23 to 26 and the notes on pages 32 to 41 form part of these accounts.

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

ASSOCIATED BRITISH ENGINEERING PLC

GROUP STATEMENT OF CHANGES IN EQUITY

FOR

THE YEAR ENDED 30 SEPTEMBER 2025

Deferred

Retained

Attributable

owners

Total

Equity

capital

premium

earnings

the

parent

£’000

Balance at 1 October

2023

51 5,370 2,594 (7,546) 469 469

Operating Loss for the

period

- - -

(69)

Comprehensive

Income / (expenditure

(*)

Fair Value adjustment on

investments

- - - (33)

(33) (33)

----- --------- -------------- -------------- -------------- -------------- --------------

Balance

October

2024

------------

5,370

--------------

2,594

--------------

(7,648)

________

367

--------

367

----------

Operating Loss for the

year

- - -

(65

)

(65) (65

)

Fair Value adjustment

on investments through

1 1 1

Comprehensive Income

/ (expenditure) ( *)

Other adjustments

- -

-------- -------- -------- -------- -------- -------

Balance as at 30

September 2025

5,370

2,594

(7,712)

303

(*) Items which were reported in Comprehensive Income in prior years are now reported on Consolidated Income Statement.

The accounting policies on pages 23 to 26 and the notes on pages 32 to 41 form part of these accounts.

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

ASSOCIATED BRITISH ENGINEERING PLC

GROUP CASH FLOW STATEMENT

FOR THE YEAR ENDED 30 SEPTEMBER 2025

2025

2024

£’000

Cash

flows

from

operating

activities

Profit before tax (64)

(102)

Add back non cash items : revaluation (gains) /

losses

(2)

Adjustments for changes in working capital:

Decrease/(increase)

trade

and

other

receivables

Increase/(decrease) in payables

(12)

Tax Paid

Cash

flows

from

financing

activities

Net cash (decease)/increase from investing activities -

(-)

Net (decease)/increase in cash and cash equivalents (56)

(59)

Cash

and

cash

equivalents

beginning

period

374

433

Cash and cash equivalents at end of period 318

374

The accounting policies on pages 23 to 26 and the notes on pages 32 to 41 form part of these accounts.

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

ASSOCIATED BRITISH ENGINEERING PLC

NOTES TO THE ACCOUNTS - GROUP

FOR THE YEAR ENDED 30 SEPTEMBER 2025

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 2025 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.

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.

Year Ending 30 September 2025


	Associated British
	Engineering Plc
		Akoris Trading
		Limited
			Consolidated
	£’000	£’000	£’000
External Sales	-	-	-
Segment result Loss Before Interest	(63)	(1)	(64)
Net Finance Expenses	-	-	-
Taxation	-	-	-
Loss after tax	(63)	(1)	(64)
Balance Sheet
Segment Assets	287	26	303

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

The Board consider the Group on an individual company basis. Reports by individual companies are used

ASSOCIATED BRITISH ENGINEERING PLC

NOTES TO THE ACCOUNTS – GROUP (continued)

FOR THE YEAR ENDED 30 SEPTEMBER 2025

SEGMENTAL REPORTING (continued)

Year Ending 30 September 2024


	Associated British
	Engineering Plc
		Akoris Trading
		Limited
			Consolidated
	£’000	£’000	£’000
External Sales	-	-	-
Segment result Loss Before Interest	(102)	(0)	(102)
Net Finance Expenses	-	-	-
Taxation	-	-	-
Loss after tax	(102)	(0)	(102)
Balance Sheet
Segment Assets	391	27	418

All of the revenue recognised by the Group during the prior period arose from contracts from customers

as defined in IFRS 15.

OPERATING

COSTS


	Year
	ended
		Year
		ended
	30
	Sep
		30
		Sep
	202
	5
	£’000
		2024
		£’000
Staff costs (note 4)	-	-
Exchange
Loss/(
Gain
)
	12
		16
Listing costs	13	15
Other expenses	40	38
	65	69

OPERATING

PROFIT/(LOSS)


	Year
	ended
		Year Ended

	30
	Sep
		30
		Sep
	202
	5
		202
		4
Operating profit/ (loss) is stated after charging
	£’000
		£’000
Fees
payable
to
the
Company’s
auditor
for
the
audit
of
the
Company’s

annual accounts
PLC audit costs
	24	11
The audit of the Company’s subsidiaries pursuant to legislation	1	1

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

ASSOCIATED BRITISH ENGINEERING PLC

NOTES TO THE ACCOUNTS – GROUP (continued)

FOR THE YEAR ENDED 30 SEPTEMBER 2025

STAFF

COSTS

AND

EMPLOYEES


	Year
		Year
	ended
	30 Sep
		ended
		30 Sep
	202
	5
		202
		4
	£’000
		£’000
Wages and salaries and staff costs	-	-
Social security costs
	-
		-
	-	-

There were no employee payments – however the average monthly

number of persons engaged by the Group including directors

during the period was:


	Year	Year
	ended
		E
		nded
	30
	Sep
		30
		Sep
	202
	5
	Number
		2024
		Number
By
activity
Administration
	3
		3
	3	3

DIRECTORS’ REMUNERATION

Directors received no emoluments. A company related to a director has accrued charges of

£5,675 (2024: £5,675) for accounting and administration services . Further details can be

found on page 15.


KEY MANAGEMENT COMPENSATION
	Year
	ended
	30 Sep
	2025
	£’000
		Year
		ended
		30 Sep
		2024
		£’000
Remuneration of Group directors	-	-

The Group made no pension contributions in respect of Group directors during the year ended 30

September 2025 (2024: £ nil).

FINANCE NET INCOME / (LOSS)


	30 Sep
	202
	5
	£’000
		30 Sep
		2024
		£’000
Financial Income and Interest

	-
		-

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

ASSOCIATED BRITISH ENGINEERING PLC

NOTES TO THE ACCOUNTS – GROUP (continued)

FOR THE YEAR ENDED 30 SEPTEMBER 2025

TAXATION


The tax charge is set out below:
	30
	Sep
	2025
	£’000
		30 Sep
		2024
		£’000
Current tax:
United Kingdom corporation tax at 25% (2024: 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%

(2024: 25%). The differences are explained as follows:


	30 Sep
	2025
	£’000
		30 Sep
		2024
		£’000

(Loss)/profit on ordinary activities before tax	(64)	(59)
(Loss)/profit on ordinary activities multiplied by standard rate

of Corporation tax in the UK of 25%

(2024: 25%)

	(
	16
	)
		(11)
Effects of:
Losses carried forward

	16
		11
Taxation credit in the consolidated income statement	-	-

The Group has trading losses of approximately £2.2 million (2024: £2.1 million) and capital losses of £8.0 million

(2024: £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. As the timing and extent of taxable profits are uncertain, a

deferred tax asset of £565k (2024: £549k) arising on the trading losses has not been recognised in the financial

statements.

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.


		2025

					2024

		Weighted
					Weighted
		Average
			Per
			shares
					Average
						Per
						shares
		number
		of
			amount
					number
					of
						amount
	Loss
	£’000
		shares
			pence
				Loss
				£’000
					shares	pence
Basic and diluted
(loss)
/profit
per
share
	(
	64
	)
		2,048,990
			(
			3.09
			)
				(
				6
				9)
					2,048,990
						(
						3.37
						)

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

ASSOCIATED BRITISH ENGINEERING PLC

NOTES TO THE ACCOUNTS – GROUP (continued)

FOR THE YEAR ENDED 30 SEPTEMBER 2025

PROPERTY, PLANT AND EQUIPMENT


	Plant and
	machinery
		Total
COST
	£’000

		£’000
At 1 October 2023
Additions
	2
	-
		2
		-
At 30 September 2024
	2	2
Additions
	-
		-
At 30 SEPTEMBER 2025	2	2
ACCUMULATED DEPRECIATION
At 1 October 2023
Charge for period
	2
	-
		2
		-
At
30
September
2024

	2
		2
Charge
for
period
	-
		-
At 30 September 2025	2	2
CARRYING AMOUNTS
At
30
SEPTEMBER
2025

	-
		-
At 30 September 2024	-
		-
At 30 September 2023
	-
		-

CAPITAL COMMITMENTS

At 30 September 2025 the Group had capital commitments of £Nil (2024:

£Nil).

FINANCIAL INVESTMENTS


	2025
	£’000
		2024
		£’000
Listed Securities (quoted)
	22
		21
Opening balance
	21
Revaluations
	1
Disposals
	0
Closing balance
	22

Gains or losses on available for sale investments are presented within other comprehensive income.

IFRS 13 requires that the fair value reflects "exit price" and is valued in line with the relevant "unit of account"

and the fair value of the equity investments held is calculated by reference to the quoted market price at the year

end. Available for sale investments are valued based on active markets’ prices. As at 30 September 2025, the

investments are reported under Level 1 in the fair value hierarchy.

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

ASSOCIATED BRITISH ENGINEERING PLC

NOTES TO THE ACCOUNTS – GROUP (continued)

FOR THE YEAR ENDED 30 SEPTEMBER 2025

TRADE AND OTHER RECEIVABLES


	2025
		2024
	£'000

		£’000
Other
receivables
	22
		23
Total receivables
	22
		23

Trade and other receivables disclosed above are classified as loans and receivables and are

measured at amortised cost.


13. CALLED UP SHARE CAPITAL	2025	2024
	£’000	£’000
Nominal value:
Allotted and fully paid:
2,048,990 ordinary shares of £0.025 each
	51
		51
1,313,427 deferred shares of £1.975 each
	2,594
		2,594
	2,645
		2,645
Carrying
value:
Equity shares:
2,048,990 ordinary shares of £0.025 each
	51
		51

The structure of the Group and Company’s capital is as follows:


	Ordinary
	Shares
		Ordinary
		Shares
			Deferred
			Shares
				Deferred
				Shares
					Share
					Premium
	No.
		£’000
			No.
				£’000
					£’000
Balance
at
30
September
2025

(£0.025/£1.975
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 ordinary shares have the right to vote and the rights to all assets and distributions

subject only to the rights of the deferred shares.

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.

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

ASSOCIATED BRITISH ENGINEERING PLC

NOTES TO THE ACCOUNTS – GROUP (continued)

FOR THE YEAR ENDED 30 SEPTEMBER 2025

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 and retained earnings. The Group is not subject to any externally imposed capital requirements.

NON-CONTROLLING INTERESTS

At the period-end, the Group held 99.7% of Akoris Trading Limited’s Ordinary Share capital.

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	2025	2024
	£’000	£’000
Current
Trade payables	2	1
Other payables	20	21
Accruals	37	29
	59	51

The carrying values of trade and other payables are classified financial liabilities measured at amortised cost

which approximates to fair values. All current payables are expected to mature within a period of 6 months.

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

ASSOCIATED BRITISH ENGINEERING PLC

NOTES TO THE ACCOUNTS – GROUP (continued)

FOR THE YEAR ENDED 30 SEPTEMBER 2025

FINANCIAL INSTRUMENTS

The fair value of financial assets and liabilities, together with the carrying amounts shown in the Group

balance sheet, are as follows.

No financial assets or liabilities have been reclassified during the period.


	2025


			2024

	Loans and
	Receivables
	£’000
		Fair
		value
		Profit or
		loss
		£’000
			Loans and
			receivables
			£’000
				Fair value
				Profit or
				loss
				£’000
Financial assets:
Financial investments
		22
				21
Trade
and
other
receivables
	22	-	23	-
Cash
	318

		-
			374

				-
Total current assets	340	22	397	21
Total Assets
	362


		22
			418	21
Trade and other payables
	59
		-
			51	-
Total
current
	59
		-
			51	-
Total Liabilities
	59

		-
			51

				-

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 and cash may be priced in US dollars or

other currencies and has no loans, therefore limited exposure to interest rate risk and a foreign exchange

risk on these assets..

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 £3,160 (2024 - £3,740).

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.

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

ASSOCIATED BRITISH ENGINEERING PLC

NOTES TO THE ACCOUNTS – GROUP (continued)

FOR THE YEAR ENDED 30 SEPTEMBER 2025

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. There

were no large debtors as at 30 September 2025.

Where appropriate, the subsidiary company requests payment or part-payment in advance of shipment or

delivery. With trade receivables, there is a risk of warranty claims, which the subsidiary company tries to

minimise.

Collection procedures in relation to receivables are initiated once the credit terms are exceeded and trade

receivables both due and not yet due are reviewed on a line by line basis, with adequate provision being made

against period end balances where appropriate. During the period an additional provision of £Nil (2024: £Nil)

has been included in the financial statements.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table provides an analysis of financial instruments that are measured subsequent to initial

recognition at fair value into Levels 1 to 3 based on the degree to which the fair value is observable:

•

Level 1 fair value measurements are those derived from quoted prices in active markets for

identical assets or liabilities;

•

Level 2 fair value measurements are those derived from inputs other than quoted prices

included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices)

or indirectly (i.e. derived from prices); and

•

Level 3 fair value measurements are those derived from valuation techniques that include inputs

for the asset or liability that are not based on observable market data (unobservable inputs).


	Level
	1

		Level
		2
			Level
			3
				Total
	£’000	£’000	£’000	£’000
Financial assets
Quoted securities	22	-	-	22

In the current and prior periods, the fair value of financial instruments was observed to be Level 1.

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

ASSOCIATED BRITISH ENGINEERING PLC

NOTES TO THE ACCOUNTS – GROUP (continued)

FOR THE YEAR ENDED 30 SEPTEMBER 2025

18 DEFERRED TAXATION

The deferred taxation liability at 30 September 2025 was £Nil (2024: £Nil).

No provision has been made for the potential deferred tax assets on the trading losses carried forward

as they are not sufficiently certain to crystallise in the foreseeable future. This assumption will be

revisited on an annual basis or as and when circumstances change. The amounts not recognised, all

of which have been calculated at 25% (2024: 25%) are set out below:


Group
	2025

		2024
	£’000
		£’000
Arising from Trading Losses
	565

		549
Arising from Capital Losses
	1,989
		1,989
	£2,554	£2,548

19 CONTINGENT LIABILITIES

The Group had no contingent liabilities as at 30 September 2025 (2024: £Nil).

20 COMMITMENTS UNDER OPERATING LEASES

The Group had no commitments under non-cancellable operating leases as at 30 September 2025

(2024: £Nil).

21 SUBSIDIARIES

At 30 September 2025 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 losses in the investment in Akoris Trading Limited were fully provided against at 30 September 2025 and 2024.

22 RELATED PARTY TRANSACTIONS

The details of directors’ remuneration and fees for services provided by related parties and directors are set

out in Note 5.

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 services and registered office at market rates – see Director’s Remuneration Report

page 52

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

ASSOCIATED BRITISH ENGINEERING PLC Company Number: 00110663

COMPANY STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2025


ASSETS
	Note
		2025
		£’000
			2024
			£’000
Non
-
current
assets
FVTOCI – Financial Assets
	10	22	21l
Current assets
Trade and other receivables	11	22	23
Cash and cash equivalents
		292


			347
		314	370
Total assets		336	391
EQUITY AND LIABILITIES
Called up share capital	15	51	51
Deferred
shares
	15
		2,594
			2,594
Share
premium
account
		5,370
			5,370
Other
reserve
		212
			212
		-
Retained earnings
		(7,949)



			(7,885)
Total equity		278	342
LIABILITIES
Current liabilities
Trade and other payables	12	58
			49
Total liabilities		58
			49
Total equity and liabilities		336	391

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 £ 62,497 (2024 loss £68,531)

The financial statements were approved and authorised for issue by the Board of Directors on 29 January 2026

and were signed below on its behalf by:

C Weinberg

Director

The accounting policies on pages 23 to 26 and the notes on pages 44 to 46 form part of these accounts.

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

ASSOCIATED BRITISH ENGINEERING PLC

COMPANY STATEMENT OF CHANGES IN

EQUITY

FOR THE YEAR ENDED 30 SEPTEMBER 2025


	Share
		Share
			Deferred
				Other
					Retained
						Total
	Capital
		Premium
			shares
				reserve
					earnings
						Equity
	£’000

		£’000	£’000
				£’000
					£’000
						£000
Balance at 1 October 2023
	51
		5,37
		0
			2,594
				212
					(7,783)	444
Profit/(Loss) for the period
			-
				-
					(69)	(69)
Comprehensive adjustment for Financial Value of Investments (*)
					(33)
						(33)
Other Comprehensive Income Adjustments
				nil
					nil
						nil
Balance at 1 October 2024
	51
		5370	2594
				212
					(7885)
						342
Trading
Loss
for
the
year
					(
					65
					)
						(
						65
						)
Fair Value through
Comprehensive Income on Financial

Assets
(*)
					1
						1
Other
Comprehensive Income Adjustment
				nil
					nil
						nil
	--------------
		--------------
			--------------
				--------------
					--------------
						--------------
Balance
at
30
September
2025
	51
		5370
			2594
				212
					(7,9
					49
					)
						278
	\======
		\======
			\======
				\======
					\======
						\======

(*) Items which were reported in Comprehensive Income in prior years are now reported on Consolidated Income Statement

The accounting policies on pages 23 to 26 and the notes on pages 44 to 46 form part of these accounts.

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

ASSOCIATED BRITISH ENGINEERING PLC

NOTES TO THE ACCOUNTS - COMPANY

FOR THE YEAR ENDED 30 SEPTEMBER 2025

TAXATION

There is no taxation liability at 30 September 2025 due to losses carried forward (30 September 2024:

£Nil)

CAPITAL COMMITMENTS

At 30 September 2025 the Company has no capital commitments (30 September 2024: £Nil).

INVESTMENTS IN SUBSIDIARIES

At 30 September 2025 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 losses on the investment in Akoris Trading Limited were fully provided against at 30 September 2025 and

2024.

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.

INVESTMENTS


	2025
	£’000
		2024
		£’000
Listed securities	22	21


	Financial assets
	£’000
Opening balance	21
Net fair value (loss)/gain	1
Disposals	-
Closing balance	22

Gains or losses on 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.

investments, which are valued based on active markets’ prices, are reported under Level 1 in the fair

value hierarchy.

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

ASSOCIATED BRITISH ENGINEERING PLC

NOTES TO THE ACCOUNTS - COMPANY

FOR THE YEAR ENDED 30 SEPTEMBER 2024

TRADE

AND

OTHER

RECEIVABLES


	2025

		2024

Amounts falling due within one period
	£’000
		£’000
Trade and other receivables	22	23
	22	23

TRADE

AND

OTHER

PAYABLES


Amounts falling due within one period
	2025

	£’000
		2024
		£’000
Trade Payables	2
Other payables	20	21
Accruals and deferred income
	36
		28
	58
		49

DEFERRED TAXATION


	2025
	£’000
		2024
		£’000
Arising from trading losses	412	388
Arising from capital losses
	1,989
		1,989
	2,401	2,377

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.


9. CALLED UP SHARE CAPITAL	2025	2024
	£’000	£’000
Nominal value:
Allotted and fully paid:
2,048,990 ordinary shares of £0.025 each	51	51
1,313,427 deferred shares of £1.975 each share premium	2,594	2,594
	2,645	2,645
Carrying value:
Equity shares:
2,048,990 ordinary shares of £0.025 each	51	51

Further to the Extraordinary General Meeting held on 1 September 1999 the ordinary shares have 200

votes per share. The ordinary shares have the right to vote and the rights to all assets and distributions

subject only to the rights of the deferred shares.

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 ordinary share.

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

ASSOCIATED BRITISH ENGINEERING PLC

NOTES TO THE ACCOUNTS - COMPANY

FOR THE YEAR ENDED 30 SEPTEMBER 2025

CONTINGENT LIABILITIES

There were no contingent liabilities at 30 September 2025.

RELATED PARTY TRANSACTIONS

The Company has taken advantage of the exemption with regard to disclosing transactions with wholly-

owned subsidiaries, on the grounds that the results of the subsidiaries are included in the publicly

available consolidated financial statements of Associated British Engineering Plc.

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

ASSOCIATED BRITIS ENGINEERING PLC

DIRECTORS, REGISTERED OFFICE AND ADVISERS

The Board comprises two directors:

COLIN WEINBERG (75) 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 (74) 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

[email protected]

BANKERS

The Royal Bank of Scotland plc

Glasgow Cardonald Branch

2139 Paisley Road West

Glasgow

G52 3JW

AUDITOR CORPORATE ADVISERS

RPG Crouch Chapman LLP Beaumont Cornish Limited

Chartered Accountants

40 Gracechurch

Street

London

EC3V 0BT

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

[email protected]

Docusign Envelope ID: 17F7A0AF-5D52-47AB-A44E-502DBC31B7A5

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