Associated British Engineering : ABE Annual Report and Accounts 2021

Company Registration No. 00110663 (England and Wales)

ASSOCIATED BRITISH ENGINEERING PLC

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED

30 SEPTEMBER 2021

ASSOCIATED BRITISH ENGINEERING PLC

Company Registration No. 00110663 (England and Wales)

REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2021

CONTENTS	Page
Financial highlights	1
Chairmen's statement	2
Directors' report	3
Strategic report	6
Report of the independent auditor - Group	9
Group and Parent Company accounting policies	15
Consolidated income statement	21
Consolidated statement of comprehensive income	22
Group statement of financial position	23
Group statement of changes in equity	24
Group cash flow statement	25
Notes to the Group financial statements	26
Company statement of financial position	36
Company statement of changes in equity	37
Company cash flow statement	38
Notes to the Company financial statements	39
Statement of directors' responsibilities	45
Corporate governance report	46
Directors' remuneration report	51
Directors, registered office and advisers	54

The Directors' Report on pages 3 to 5 and the Directors' Remuneration Report on pages 51 to 53 have each been drawn up in accordance with the requirements of English law and liability in respect thereof is also governed by English law. In particular, the responsibility of the directors for these reports is owed solely to Associated British Engineering plc.

The directors submit to the members their Report and Accounts for the Group for the year ended 30 September 2021. Pages 1 to 8 and 46 to 54, including the Financial Highlights, Chairmen's Statement, Directors' Report, Strategic Report, Corporate Governance Report, Directors' Remuneration Report and the Directors, Registered Office and Advisers page form part of the Report of the Directors.

ASSOCIATED BRITISH ENGINEERING PLC

FINANCIAL HIGHLIGHTS

	Year	Period
	ended	ended
	30 Sep	30 Sept
	2021	2020
	£'000	£'000
REVENUE	-	165
OPERATING (LOSS)/PROFIT	(88)	139
(LOSS)/PROFIT BEFORE TAXATION	(87)	145
OTHER COMPREHENSIVE INCOME	385	327
NET ASSETS	889	591
BASIC (LOSS)/PROFIT PER 2.5p ORDINARY SHARE	(4.25p)	263.0p
EQUITY SHAREHOLDERS' FUNDS PER 2.5p ORDINARY SHARE	£0.43	£0.29

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ASSOCIATED BRITISH ENGINEERING PLC

CHAIRMEN'S STATEMENT

FOR THE YEAR ENDED 30 SEPTEMBER 2021

As you will be aware , in August 2020 we disposed of our subsidiary British Polar Engines Limited (BPE) and as part of the process we recovered assets for the Company and the Pension Fund. In addition the Company was also able to remove from the Group balance sheet as at September 2020 the liability for the Pension Fund. The net result was to create positive assets as at September 2020 of £591,000, which in the year to September 2021 had increased to £889,000. As at September 2020 the Company held cash of £186,000 which rose to £489,000 as at September 2021.

As a result of the process in August 2020 and the sale of the Group's main trading activities the group has had no trading activities in 2021; therefore there is no turnover for the year to September 2021. Group operating costs have been reduced to £87,000 for the year to September 2021.

During the year to September 2021 the Company was able to realise cash from some of its assets amounting to £380,000 and these created a realised gain of £149,000 and a gain, previously reported as unrealised, of £236,000; resulting in a combined Comprehensive Profit of £385,000 in the year to September 2021 (2020 £327,000). The BPE Pension Fund, some of whose assets the Directors monitor on their behalf, was also able to avail itself of the same opportunity to realise assets .

As the Company currently has no trading activity and only two directors and one employee within the group, the group has not been affected by the COVID Pandemic or Brexit in either 2021 or in the first part of 2022.

The net result for 2021 shows an increase in retained earnings of the Group of £208,000 and an increase in Revaluation Reserve of £90,000. (The results for the prior year were affected by the release of the Pension Fund Liability and therefore are not directly comparable).

As you will note in the balance sheet the Group continued to hold Assets for Sale, which included a material quoted holding in one entity, the valuation of which is subject to the market for biotech companies on NASDAQ. Over the past 12 months this holding has ranged from over $40 to $12 per share; the current price is lower than the value at the September year end. Colin Weinberg was a director of the parent company of the investment and was instrumental in the development of that business. He resigned his directorship in January 2019 and, in view of the potential conflicts of interest that may arise, he is not participating in decisions regarding the sale of that investment and its parent company.

It is unfortunate to note that the Auditor still deems it necessary to give a "Qualified Opinion" that as you will note in their report relates solely to the lack of accounting information from the former subsidiary BPE. This in no way affects the accounts for 2021 or the balance sheet for any of the years reported on herein and we advise you to read the audit report accordingly. Nonetheless the Directors are looking for the suspension to be lifted and to restart trading in its shares as soon as possible.

In the meantime the directors are containing all costs and are not taking any remuneration from the Company for their services as directors. They continue to review any possible corporate developments as they arise with a view to developing or acquiring a new business activity within the Group.

We wish all our shareholders good health and we look forward to new developments in 2022.

Colin Weinberg and Rupert Pearce Gould

Chairmen

Date: 27 January 2022

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ASSOCIATED BRITISH ENGINEERING PLC

DIRECTORS' REPORT

FOR THE YEAR ENDED 30 SEPTEMBER 2021

The directors submit their report and audited accounts for the year ended 30 September 2021.

RESULTS AND DIVIDENDS

The Group's loss after tax amounted to £86,572 (2020: £144,800 profit). The directors are unable to recommend

a dividend on the ordinary shares for the year (2020: £Nil per ordinary share).

DIRECTORS

The names of the directors who served during the year from 1 October 2020 to 30 September 2021 are:

Mr C Weinberg	Director
Mr R Pearce Gould	Director

Biographical details of the directors are set out on page 54.

With regard to the appointment and replacement of directors, the Company is governed by its Articles of Association, the Corporate Governance Code, the Companies Act 2006 and related legislation.

In accordance with the Articles of Association Mr R Pearce Gould retires by rotation and, being eligible, offers himself for re-election.

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

The group has, as permitted by s.234 and s.235 of the Companies Act 2006, maintained insurance cover on behalf of the directors and secretary indemnifying them against certain liabilities which may be incurred by them in relation to the company.

SUBSTANTIAL HOLDINGS

As at 30 September 2021 the Company had been notified of the following substantial interests, in excess of 3%, in the issued ordinary share capital of the Company:

Shareholders

The Bank of New York (Nominees) Limited

Notes

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.
Stephen Cockburn	Mr Cockburn's overall beneficial and non beneficial interest
	is 9.18% of issued ordinary shares, including Fiske
	Nominees above.
C Weinberg	Mr Weinberg's overall holding is 8.22% of issued ordinary
	shares, including Bank of New York above.
Lynchwood Nominees Limited (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.
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