ACCOUNTS - Final Accounts


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Registered number: 01531348










ACTIVE ELECTRONICS PLC










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2019

 
ACTIVE ELECTRONICS PLC
 

COMPANY INFORMATION


Directors
C L Homewood 
C R Scott 




Registered number
01531348



Registered office
Unit 6 The Valley Centre
Gordon Road

High Wycombe

Buckinghamshire

HP13 6EQ




Independent auditors
James Cowper Kreston
Chartered Accountants and Statutory Auditors

Reading Bridge House

George Street

Reading

Berkshire

RG1 8LS




Bankers
Lloyds Bank Plc
27-31 White Hart Street

High Wycombe

Buckinghamshire

HP11 2HL




Solicitors
Charsley Harrison LLP
Windsor House

Victoria Street

Windsor

Berkshire

SL4 1EN





 
ACTIVE ELECTRONICS PLC
 

CONTENTS



Page
Group Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditors' Report
5 - 7
Consolidated Statement of Comprehensive Income
8
Consolidated Balance Sheet
9
Company Balance Sheet
10
Consolidated Statement of Changes in Equity
11
Company Statement of Changes in Equity
12
Consolidated Statement of Cash Flows
13
Notes to the Financial Statements
14 - 29


 
ACTIVE ELECTRONICS PLC
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2019

Business review
 
Following a change in ownership in the previous reporting period, the company has continued to reshape its strategy & senior management team.
 
During the year the Company & Group has increased its efforts and investment in new franchises, as well as developing new business partnerships which seek to enhance & complement our existing product ranges. 
 
The development of the franchise business model and the relationships with new business partners is aimed at bringing the Company long-term, sustainable growth.
 
Throughout all of this change, a core purpose remains to be a leading service provider for electronic components and assemblies to the aerospace, defence and other high reliability Industries. Quality and delivery performance is key in these markets and we are pleased to have maintained our extensive accreditations throughout the period.
 
In terms of the results for the reporting period, due to a downturn in the military aerospace market and the transition to a new sales model,  group sales fell by 15% in the year.  Gross margin fell by 0.5% which is primarily due stock write offs and to the weakened pound sterling. Operating costs / administrative expenses were up almost £100K on the previous year and this is reflective of the Company’s commitment to investing in the business to ensure that we remain a global leader in the markets that we operate within. Given all the change and taking into account the additional investments made by the Company the financial position at the year-end was considered satisfactory by the directors. 
 
Aside from wider economic + social issues that we are facing this year the outlook for 2020 is positive and the Directors expect to see significant improvements in the result for the next reporting period.

Principal risks and uncertainties
 
The key risk/uncertainty affecting the group's future prospects is ongoing demand for its products and services. Such demand is affected by economic conditions generally and, in particular, by UK and overseas government spending levels on defence.
The COVID-19 outbreak is now recognised as a global pandemic by the World Health Organisation. The Directors have taken action to address the impact of the pandemic on the company, workforce, suppliers and customers it serves. Whilst the COVID-19 pandemic has presented some significant challenges to our business operations impact on the business has been well managed and so far, has been minimal. The Company continues to monitor the situation and these accounts have been prepared on the going concern basis on the understanding that;
 
• The nature & industries which our key customers operate within are of critical importance to the UK national infrastructure which in turn means that we have been able to continue trading during this difficult period,
 
• The company has introduced and expediated a number of planned measures to control & reduce operating expenditure,
 
• The company retains sufficient working capital to continue trading for the foreseeable future. 
 
Furthermore, the shareholder & ultimate parent company has expressed its commitment to supporting the Company financially during this unprecedented situation if needs be. 

Page 1

 
ACTIVE ELECTRONICS PLC
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019

Financial key performance indicators
 
The group uses a number of financial and non-financial key performance indicators (KPIs) to measure the performance of the group and the prime financial key performance indicators are:
• Return on investment
• Gross margin control
• Budgetary control
• Day sales outstanding
These objectives are achieved through both strong financial management and competitive cost effective sourcing of electronic components.

Other key performance indicators
 
Non-financial key performance indicators are:
• Maintain accreditation to BS EN 9120 and BS EN 9100
• Quality performance to SC21 silver standard
• Reduction in supplier and customer rejects
• Market Share
•         On time delivery performance of in excess of 95%
The group's performance in respect of financial KPIs can be derived from the financial statements. Analysis of performance against non-financial KPIs is not disclosed as this information is commercially sensitive.


This report was approved by the board and signed on its behalf.





................................................
C L Homewood
Director

Date: 10 November 2020

Page 2

 
ACTIVE ELECTRONICS PLC
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2019

The directors present their report and the financial statements for the year ended 31 December 2019.

Directors

The directors who served during the year were:

C L Homewood 
C R Scott 

Principal activity

The principal activity of the Group is the supply of electronic components, assemblies and kits of components primarily to the aerospace and defence industries.

Dividends

The loss for the year, after taxation, amounted to £452,865 (2018 - profit £33,026).
During the year a dividend of £Nil (2018 - £3,000,000) was paid to shareholders.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards 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 Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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 are responsible for the maintenance and integrity of the corporate and financial information included on the Group's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.

Page 3

 
ACTIVE ELECTRONICS PLC
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsJames Cowper Krestonwill be proposed for reappointment in accordance with section 489 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





................................................
C L Homewood
Director

Date: 10 November 2020

Page 4

 
ACTIVE ELECTRONICS PLC
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ACTIVE ELECTRONICS PLC
 

Opinion


We have audited the financial statements of Active Electronics Plc (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2019, which comprise the Group Statement of Comprehensive Income, the Group and Company Balance Sheets, the Group Statement of Cash Flows, the Group and Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


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 31 December 2019 and of the Group's loss for the year then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard, 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


We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:


the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Group's or the parent Company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.



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 Auditors' 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 statementsour 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.
Page 5

 
ACTIVE ELECTRONICS PLC
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ACTIVE ELECTRONICS PLC (CONTINUED)




We have nothing to report in this regard.


Opinion 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 Group 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 Group 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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

the 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.

the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Group Strategic Report.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
ACTIVE ELECTRONICS PLC
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ACTIVE ELECTRONICS PLC (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


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 Auditors' 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 2006Our 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 Auditors' 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.





Alan Poole BA (Hons) FCA (Senior Statutory Auditor)
  
for and on behalf of
James Cowper Kreston
 
Chartered Accountants and Statutory Auditors
  
Reading Bridge House
George Street
Reading
Berkshire
RG1 8LS

13 November 2020
Page 7

 
ACTIVE ELECTRONICS PLC
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2019

2019
2018
Note
£
£

  

Turnover
  
10,644,158
12,266,741

Cost of sales
  
(8,657,380)
(9,919,988)

Gross profit
  
1,986,778
2,346,753

Distribution costs
  
(99,893)
(89,354)

Administrative expenses
  
(2,273,021)
(2,190,615)

Operating (loss)/profit
 5 
(386,136)
66,784

Other interest receivable and similar income
 9 
2,901
5,927

Interest payable and similar expenses
 10 
(65,577)
(38,506)

(Loss)/profit before taxation
  
(448,812)
34,205

Tax on (loss)/profit
 11 
(4,053)
(1,179)

(Loss)/profit for the financial year
  
(452,865)
33,026

  

Currency translation differences
  
(1,242)
4,581

Other comprehensive income for the financial year
  
(1,242)
4,581

  

Total comprehensive income for the financial year
  
(454,107)
37,607

  

The notes on pages 14 to 29 form part of these financial statements.

Page 8

 
ACTIVE ELECTRONICS PLC
REGISTERED NUMBER: 01531348

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2019

2019
2018
Note
£
£

Fixed assets
  

Tangible assets
 14 
124,811
98,718

  
124,811
98,718

Current assets
  

Stocks
 16 
713,119
922,597

Debtors: amounts falling due within one year
 17 
1,712,230
1,982,535

Cash at bank and in hand
 18 
756,640
942,652

  
3,181,989
3,847,784

Creditors: amounts falling due within one year
 19 
(1,691,289)
(3,478,311)

Net current assets
  
 
 
1,490,700
 
 
369,473

Total assets less current liabilities
  
1,615,511
468,191

Creditors: amounts falling due after more than one year
  
(1,600,000)
-

Deferred taxation
 22 
(1,427)
-

  
 
 
(1,427)
 
 
-

Net assets
  
14,084
468,191


Capital and reserves
  

Called up share capital 
 23 
50,009
50,009

Profit and loss account
  
(35,925)
418,182

  
14,084
468,191


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
C R Scott
Director

Date: 10 November 2020


The notes on pages 14 to 29 form part of these financial statements.

Page 9

 
ACTIVE ELECTRONICS PLC
REGISTERED NUMBER: 01531348

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2019

2019
2018
Note
£
£

Fixed assets
  

Tangible assets
 14 
120,706
98,718

Investments
 15 
1,178
1,178

  
121,884
99,896

Current assets
  

Stocks
 16 
705,168
907,704

Debtors: amounts falling due within one year
 17 
1,631,449
1,943,591

Cash at bank and in hand
 18 
688,121
848,609

  
3,024,738
3,699,904

Creditors: amounts falling due within one year
 19 
(1,565,520)
(3,393,602)

Net current assets
  
 
 
1,459,218
 
 
306,302

Total assets less current liabilities
  
1,581,102
406,198

  

Creditors: amounts falling due after more than one year
  
(1,600,000)
-

Provisions for liabilities
  

Deferred taxation
 22 
(781)
-

  
 
 
(781)
 
 
-

Net (liabilities)/assets
  
(19,679)
406,198


Capital and reserves
  

Called up share capital 
 23 
50,009
50,009

Profit and loss account
  
(69,688)
356,189

  
(19,679)
406,198


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
C R Scott
Director

Date: 10 November 2020

The notes on pages 14 to 29 form part of these financial statements.

Page 10

 
ACTIVE ELECTRONICS PLC
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2019


Share Capital
Retained Earnings
Total Equity

£
£
£

At 1 January 2019
50,009
418,182
468,191


Comprehensive income for the year

Loss for the year

-
(452,865)
(452,865)

Currency translation differences
-
(1,242)
(1,242)


Other comprehensive income for the year
-
(1,242)
(1,242)


Total comprehensive income for the year
-
(454,107)
(454,107)


Total transactions with owners
-
-
-


At 31 December 2019
50,009
(35,925)
14,084


The notes on pages 14 to 29 form part of these financial statements.


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2018


Share Capital
Retained Earnings
Total Equity

£
£
£

At 1 January 2018
50,009
3,380,575
3,430,584


Comprehensive income for the year

Profit for the year

-
33,026
33,026

Currency translation differences
-
4,581
4,581


Other comprehensive income for the year
-
4,581
4,581


Total comprehensive income for the year
-
37,607
37,607

Dividends: Equity capital
-
(3,000,000)
(3,000,000)


Total transactions with owners
-
(3,000,000)
(3,000,000)


At 31 December 2018
50,009
418,182
468,191


The notes on pages 14 to 29 form part of these financial statements.

Page 11

 
ACTIVE ELECTRONICS PLC
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2019


Share Capital
Retained Earnings
Total Equity

£
£
£

At 1 January 2019
50,009
356,189
406,198


Comprehensive income for the year

Loss for the year
-
(426,373)
(426,373)

Currency translation differences
-
496
496
Total comprehensive income for the year
-
(425,877)
(425,877)


At 31 December 2019
50,009
(69,688)
(19,679)


The notes on pages 14 to 29 form part of these financial statements.


COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2018


Share Capital
Retained Earnings
Total Equity

£
£
£

At 1 January 2018
50,009
3,379,954
3,429,963


Comprehensive income for the year

Loss for the year
-
(23,780)
(23,780)

Currency translation differences
-
15
15
Total comprehensive income for the year
-
(23,765)
(23,765)


Contributions by and distributions to owners

Dividends: Equity capital
-
(3,000,000)
(3,000,000)


Total transactions with owners
-
(3,000,000)
(3,000,000)


At 31 December 2018
50,009
356,189
406,198


The notes on pages 14 to 29 form part of these financial statements.

Page 12

 
ACTIVE ELECTRONICS PLC
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2019

2019
2018
£
£

Cash flows from operating activities

(Loss)/profit for the financial year
(452,865)
33,026

Adjustments for:

Depreciation of tangible assets
50,976
44,911

Profit on disposal of tangible assets
(11,301)
(10,293)

Interest paid
65,577
38,506

Interest received
(2,901)
(5,927)

Decrease/(increase) in stocks
209,479
(148,672)

Decrease/(increase) in debtors
364,343
(587,271)

(Decrease)/increase in creditors
(282,833)
514,341

Increase in amounts owed to groups
-
2,000,000

Corporation tax (paid)
(4,053)
(1,054)

Foreign exchange
1,175
7,243

Net cash generated from operating activities

(62,403)
1,884,810


Cash flows from investing activities

Purchase of tangible fixed assets
(74,988)
(66,611)

Sale of tangible fixed assets
14,055
14,508

Interest received
2,901
5,927

Net cash from investing activities

(58,032)
(46,176)

Cash flows from financing activities

Dividends paid
-
(3,000,000)

Interest paid
(65,577)
(38,506)

Net cash used in financing activities
(65,577)
(3,038,506)

Net (decrease) in cash and cash equivalents
(186,012)
(1,199,872)

Cash and cash equivalents at beginning of year
942,652
2,142,524

Cash and cash equivalents at the end of year
756,640
942,652


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
756,640
942,652

756,640
942,652


The notes on pages 14 to 29 form part of these financial statements.

Page 13

 
ACTIVE ELECTRONICS PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

1.Accounting policies

 
1.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group accounting policies (see note 2).

 
1.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

 
1.3

Going concern

The Directors have taken action to address the impact of the COVID-19 pandemic on the company, workforce, suppliers and customers it serves. Whilst the COVID-19 pandemic has presented some significant challenges to our business operations impact on the business has been well managed and so far, has been minimal. The Company continues to monitor the situation and these accounts have been prepared on the going concern basis on the understanding that;
 
• The nature & industries which our key customers operate within are of critical importance to the UK national infrastructure which in turn means that we have been able to continue trading during this difficult period,
 
• The company has introduced and expediated a number of planned measures to control & reduce operating expenditure,
 
• The company retains sufficient working capital to continue trading for the foreseeable future. 
 
Furthermore, the shareholder & ultimate parent company has expressed its commitment to supporting the Company financially during this unprecedented situation if needs be. 

 
1.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Page 14

 
ACTIVE ELECTRONICS PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

1.Accounting policies (continued)

 
1.5

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Motor vehicles
-
25%
straight line
Office equipment
-
15%
-25% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Consolidated Statement of Comprehensive Income.

 
1.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment. Where merger relief is applicable, the cost of the investment in a subsidiary undertaking is measured at the nominal value of the shares issued together with the fair value of any consideration paid.

 
1.7

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour cost and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
1.8

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 15

 
ACTIVE ELECTRONICS PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

1.Accounting policies (continued)

 
1.9

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
1.10

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Statement of Comprehensive Income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

 
1.11

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 16

 
ACTIVE ELECTRONICS PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

1.Accounting policies (continued)

 
1.12

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated Statement of Comprehensive Income except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Consolidated Statement of Comprehensive Income within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
1.13

Finance costs

Finance costs are charged to the Consolidated Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
1.14

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

 
1.15

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to the Consolidated Statement of Comprehensive Income on a straight line basis over the lease term.

Page 17

 
ACTIVE ELECTRONICS PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

1.Accounting policies (continued)

 
1.16

Pensions

Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in the Consolidated Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
1.17

Interest income

Interest income is recognised in the Consolidated Statement of Comprehensive Income using the effective interest method.

 
1.18

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the Consolidated Statement of Comprehensive Income in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

Page 18

 
ACTIVE ELECTRONICS PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

1.Accounting policies (continued)

 
1.19

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


2.


General information

Active Electronics Plc is a Public limited company which was incorporated in England and Wales. The addresss of its registered office and principal place of business is:
Unit 6 The Valley Centre
Gordon Road
High Wycombe
Buckinghamshire
HP13 6EQ


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements have had the most significant effect on amounts recognised in the financial statements.
Stock provision
Judgement is exercised in applying the above accounting policy in respect of stock impairment provisions.

Page 19

 
ACTIVE ELECTRONICS PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

4.


Turnover

The analysis of turnover by geographic market has not been disclosed because, in the opinion of the directors, public disclosure of this information would be seriously prejudicial to the interests of the company. 


5.


Operating (loss)/profit

The operating (loss)/profit is stated after charging:

2019
2018
£
£

Depreciation of tangible fixed assets
50,246
44,911

Exchange differences
16,353
6,190

Operating lease rentals - land and buildings
149,981
147,479

Operating lease rentals - plant and machinery
8,878
7,056

Defined contribution pension cost
52,400
50,105


6.


Auditors' remuneration

2019
2018
£
£


Fees payable to the Group's auditor and its associates for the audit of the Group's annual financial statements
13,800
13,600


Fees payable to the Group's auditor and its associates in respect of:


Taxation compliance services
3,500
3,300

3,500
3,300

Page 20

 
ACTIVE ELECTRONICS PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

7.


Employees

Staff costs including directors remuneration, were as follows:


2019
2018
£
£



Wages and salaries
1,300,900
1,221,671

Social security costs
125,582
114,544

Cost of defined contribution scheme
57,661
56,181

1,484,143
1,392,396

The average monthly number of employees, including the directors, during the year was as follows:


        2019
        2018
            No.
            No.







Administration
15
20



Selling
18
16

33
36


8.


Directors' remuneration

2019
2018
£
£



Directors' emoluments
178,627
185,608

Company contribution to defined contribution pension scheme
6,816
12,385

185,443
197,993

During the year retirement benefits were accruing to 3 directors (2018 - 3) in respect of defined benefit pension schemes.
The highest paid director received remuneration of £91,406 (2018 - £85,879).
The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £6,816 (2018 - £9,554).
The directors' consider the key management personnel to be the same as the directors. The key management remuneration is therefore the same as the directors' remuneration.

Page 21

 
ACTIVE ELECTRONICS PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

9.


Interest receivable

2019
2018
£
£


Other interest receivable
2,901
5,927

2,901
5,927


10.


Interest payable and similar expenses

2019
2018
£
£


Bank interest payable
4
61

Other loan interest payable
65,573
38,445

65,577
38,506


11.


Taxation


2019
2018
£
£

Corporation tax


Adjustments in respect of previous periods
(1,527)
-


(1,527)
-

Foreign tax


Foreign tax on income for the year
-
1,577

Foreign tax in respect of prior periods
3,016
(727)

3,016
850

Total current tax
1,489
850

Deferred tax


Origination and reversal of timing differences
2,564
329

Total deferred tax
2,564
329


Taxation on profit on ordinary activities
4,053
1,179
Page 22

 
ACTIVE ELECTRONICS PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2018 - higher than) the standard rate of corporation tax in the UK of19% (2018 - 19%). The differences are explained below:

2019
2018
£
£


(Loss)/profit on ordinary activities before tax
(448,812)
34,205


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2018 - 19%)
(85,274)
6,499

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
(64)
2,855

Adjustments to tax charge in respect of prior periods
7
(727)

Tax losses (utilised)/carried forward
88,837
(7,716)

Other differences leading to an increase (decrease) in the tax charge
547
268

Total tax charge for the year
4,053
1,179


12.


Dividends

2019
2018
£
£


Dividends paid on equity capital
-
3,000,000

-
3,000,000


13.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the parent Company for the year was £426,373 (2018 - loss £23,780).

Page 23

 
ACTIVE ELECTRONICS PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

14.


Tangible fixed assets

Group






Motor vehicles
Office equipment
Total

£
£
£



Cost or valuation


At 1 January 2019
92,210
380,883
473,093


Additions
51,224
23,764
74,988


Disposals
(45,240)
-
(45,240)


Exchange adjustments
-
2,080
2,080



At 31 December 2019

98,194
406,727
504,921



Depreciation


At 1 January 2019
42,887
331,488
374,375


Charge for the year
25,218
25,028
50,246


Disposals
(42,486)
-
(42,486)


Exchange adjustments
-
(2,025)
(2,025)



At 31 December 2019

25,619
354,491
380,110



Net book value



At 31 December 2019
72,575
52,236
124,811



At 31 December 2018
49,323
49,395
98,718

Page 24

 
ACTIVE ELECTRONICS PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

           14.Tangible fixed assets (continued)


Company






Motor vehicles
Office equipment
Total

£
£
£

Cost or valuation


At 1 January 2019
92,210
308,622
400,832


Additions
51,224
23,764
74,988


Disposals
(45,240)
-
(45,240)



At 31 December 2019

98,194
332,386
430,580



Depreciation


At 1 January 2019
42,887
259,227
302,114


Charge for the year
25,218
25,028
50,246


Disposals
(42,486)
-
(42,486)



At 31 December 2019

25,619
284,255
309,874



Net book value



At 31 December 2019
72,575
48,131
120,706



At 31 December 2018
49,323
49,395
98,718






Page 25

 
ACTIVE ELECTRONICS PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2019
1,178



At 31 December 2019
1,178





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Genspark Limited
USA
Ordinary Shares
100%
Roe Electronics Limited
U.K
Ordinary Shares
100%


16.


Stocks

Group
Group
Company
Company
2019
2018
2019
2018
£
£
£
£

Work in progress (goods to be sold)
15,016
75,933
15,016
75,933

Finished goods and goods for resale
698,103
846,664
690,152
831,771

713,119
922,597
705,168
907,704


The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 26

 
ACTIVE ELECTRONICS PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

17.


Debtors

Group
Group
Company
Company
2019
2018
2019
2018
£
£
£
£


Trade debtors
1,598,225
1,880,575
1,538,650
1,852,233

Other debtors
26,507
20,726
9,979
15,801

Prepayments and accrued income
87,498
79,461
82,820
74,694

Deferred taxation
-
1,773
-
863

1,712,230
1,982,535
1,631,449
1,943,591



18.


Cash and cash equivalents

Group
Group
Company
Company
2019
2018
2019
2018
£
£
£
£

Cash at bank and in hand
756,640
942,652
688,121
848,609

756,640
942,652
688,121
848,609



19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2019
2018
2019
2018
£
£
£
£

Trade creditors
994,077
1,251,617
987,767
1,165,861

Amounts owed to group undertakings
400,000
2,000,000
284,062
2,014,218

Other taxation and social security
134,139
108,846
134,139
108,846

Other creditors
44,367
16,293
43,887
5,628

Accruals and deferred income
118,706
101,555
115,665
99,049

1,691,289
3,478,311
1,565,520
3,393,602



20.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2019
2018
2019
2018
£
£
£
£

Amounts owed to group undertakings
1,600,000
-
1,600,000
-

1,600,000
-
1,600,000
-




Page 27

 
ACTIVE ELECTRONICS PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

21.


Financial instruments

Group
Group
Company
Company
2019
2018
2019
2018
£
£
£
£

Financial assets

Cash and cash equivalents
756,640
942,652
688,121
848,609

Loans and receivables measured at amortised cost
1,624,732
1,901,301
1,548,628
1,868,034

2,381,372
2,843,953
2,236,749
2,716,643


Financial liabilities

Loans and payable measured at amortised cost
(3,157,150)
(3,369,465)
(3,115,737)
(3,284,756)


22.


Deferred taxation


Group



2019
2018


£

£






At beginning of year
1,773
4,011


Charged to profit or loss
(3,200)
(2,238)



At end of year
(1,427)
1,773

Company


2019
2018


£

£






At beginning of year
863
925


Charged to profit or loss
(1,644)
(62)



At end of year
(781)
863

The deferred taxation balance is made up as follows:

Group
Group
Company
Company
2019
2018
2019
2018
£
£
£
£

Fixed asset timing differences
(1,427)
1,773
(781)
863

(1,427)
1,773
(781)
863

Page 28

 
ACTIVE ELECTRONICS PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

23.


Share capital

2019
2018
£
£
Authorised



1,000,000 (2018 - 1,000,000) Ordinary Shares shares of £1 each
1,000,000
1,000,000

Allotted, called up and fully paid



50,009 (2018 - 50,009) Ordinary Shares shares of £1 each
50,009
50,009


24.


Pension commitments

The group operates a defined contribution scheme for the benefit of the directors and senior employees. The assets of the scheme are administered by trustees in a fund independent from those of the group.


25.


Commitments under operating leases

At 31 December 2019 the Group and the Company had future minimum lease payments under non-cancellable operating leases as follows:


Group
Group
Company
Company
2019
2018
2019
2018
£
£
£
£

Not later than 1 year
157,368
163,743
121,958
129,422

Later than 1 year and not later than 5 years
119,366
279,366
90,630
214,280

276,734
443,109
212,588
343,702

26.


Related party transactions

The parent undertaking holds 100% of the voting rights of all its subsidiary undertakings and as such has taken the exemption under FRS 102 not to disclose transactions between group entities.


27.


Ultimate Controlling party

The parent company is Active Electronics (Holdings) Limited. Mr C R Scott is considered by the directors as the ultimate controlling party as he is the majority shareholder of Active Electronics (Holdings) Limited.

Page 29