The directors present the strategic report for the year ended 31 December 2023.
The group’s principal activity is that of precision engineering, supplying machined parts, kits and assemblies to the oil and gas, steel refractory, aerospace, automotive and defence sectors. Other sectors which the group has had some contracts in the past are renewable and nuclear.
Historically, the group’s performance has been greatly aligned to the state of the Oil & Gas industry. As a result, and due to a global realignment of manufacturing capacity and capability, this has proved to be a headwind for the group in previous years.
However, 2023 proved to be a year of consolidation and recovery, due to an increased demand in short lead-time order profile by the major Oil and Gas Service Operators and internal supply chain process improvements.
The groups performance relating to the steel refractory industry also provided increased robustness to the overall 2023 group results. It is envisaged that this will be the case in forward years also.
By executing a recovery plan during 2023, the group was able to show tangible improvements in performance compared to previous years. Whilst Global factors in the Oil and Gas industry will always play a pivotal part in the groups future outlook, there are plans to diversify into other industries, lessening the impact any significant change would have.
The group objectives are monitored against the Key Performance Indicators below:
Safety
Quality
Delivery Performance
Value (Internal and External)
These are under continuous review and provide corrective actions to close any gaps and align the group performance to plans.
The group profit for the year after taxation amounted to £292,849 (2022 – Loss of £1,304,373).
Future Developments
The group will continue to monitor the marketplace, looking for opportunities to align the current capability with future demand. Where opportunities are identified, prudent investment will be executed to enhance the groups offerings and profitability.
There are a number of potential risks and uncertainties which could have a material impact on the group’s performance and could cause actual results to differ materially from expected and historical results. These are categorised as follows:
Operational risk
A significant breakdown of the IT Systems of the group might adversely impact the ability of the group to operate its group effectively.
To address these risks, the group’s IT Function reviews the system to ensure it remains adequate for purpose. The group has a group continuity plan, which is kept under regular review and is designed to ensure that any breakdown in systems would not cause significant disruption to the group.
Machinery breakdown might adversely impact the group’s ability to ensure on time delivery to clients. To address this risk, the group will carry out planned maintenance and provide flexibility in the portfolio of machines. The group has strong links with key suppliers to provide materials and services in a timely manner to keep group interruption to a minimum.
Skills gaps in the market provide a challenge going forward for all companies in the industry. This will increase the risk in employee retention and increase the payroll costs going forward. Losing employee knowledge is being minimised through training (new and existing employees), working conditions and employee relations.
Competitor risk
The group faces strong competition in all the core markets in which it operates. There is a danger that its group performance and/or market share may be impaired.
To mitigate this risk the group maintains relationships with its customers and other significant participants in the markets in which it is active, as well as being active in industry-wide organisations and initiatives. This enables market trends to be identified and addressed within the relevant group strategy.
Financial Risk
The current instability occurring globally and to its markets carries risk to the group, and its financial results. More than half of the revenue currently remains in the Oil & Gas sector, hence there remains a risk if another downturn occurs in this industry, this could result in reduced revenue. This risk is being mitigated by targeting customers in other sectors, including automotive, aerospace and defence.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2023.
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
William Duncan + Co (Audit) Ltd were appointed as auditor to the group and 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.
The directors are responsible for preparing the Annual 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 have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 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 and then apply them consistently;
make judgements 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 and company will continue in business.
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 group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of Hyspec Engineering Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The 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).
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 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, 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.
Material uncertainty related to going concern
We draw your attention to the going concern accounting policy at note 1.4 in the financial statements, which details that Hyspec Engineering Holdings Limited Group posted a net profit after taxation of £292,849 during the year ended 31 December 2023 and as of that date the Group has net current liabilities of £693,538 (2022: net current liabilities of £733,231) and net liabilities of £73,677 (2022: net liabilities of £366,526). The group has made a profit in the post year end period to May 2024. However there continues to be a challenging marketplace and having to deal with the current instability occurring globally and to its markets that is impacting on the results of the Group.
These events or conditions, along with other matters as set forth in the going concern accounting policy at note 1.4, indicate that a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern.
However these financial statements have been prepared on a going concern basis based on the following:
The continuation of Hyspec Engineering Holdings Limited Group’s operation is dependent upon its continued financial support from the ultimate parent company Mohammed Al Barwani LLC, who has the financial support of its shareholder. Mohammed Al Barwani LLC has indicated that it will continue to provide the necessary financial support to Hyspec Engineering Holdings Limited for a period of at least 12 months from the date these financial statements are approved to enable it to continue its operations and meet its liabilities as they fall due.
Our opinion is not modified in respect of this matter.
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
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 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.
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 parent company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Enquiry of management, those charged with governance and the entity’s solicitors around actual and potential litigation and claims.
Enquiry of entity staff in compliance functions to identify any instances of non-compliance with laws and regulations.
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.
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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £150,239 (2022 - £127,707 loss).
Hyspec Engineering Holdings Limited (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office is .
The group consists of Hyspec Engineering Holdings Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company Hyspec Engineering Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
The Group has made a net profit after taxation of £292,849 during the year ended 31 December 2023 (2022: a loss of £1,304,373). The results for the financial year ending 31 December 2023 include the exceptional income of £444,712 as detailed in note 4 of the financial statements. At 31 December 2023 the Group has net current liabilities of £693,538 (2022: net current liabilities of £733,231) and net liabilities of £73,677 (2022: net liabilities of £366,526). The ultimate parent company Mohammed Al Barwani LLC, who has the financial support of its shareholder, has indicated that it will continue to provide financial support to Hyspec Engineering Holdings Limited for a period of at least 12 months from the date these financial statements are approved. If Mohammed Al Barwani LLC is unable to support Hyspec Engineering Holdings Limited Group to meet its liabilities as they fall due, the Group would be unable to continue operations.
The performance of Hyspec Engineering Holdings Limited post 31 December 2023 has been difficult with the challenging marketplace, due to the current instability occurring globally and to its markets, though they have made a profit in the post year end period to May 2024.
The directors have prepared forecasts for the period to 31 December 2025 and these show an expected profit during the 31 December 2024 year end. However, the achievability of these forecasts is dependent of the receipt and delivery of orders from key customers during that period, with an overall improvement in the profitability of these orders.
The directors are confident that the forecasts are achievable and with the group support from Mohammed Al Barwani LLC, these financial statements have been prepared on a going concern basis.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally 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.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years 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 reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The exceptional income relates to the net of the write off of the asset and liability relating to the premises that were vacated during the 31 December 2023 year end.
Their aggregate remuneration comprised:
The actual credit for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
The carrying value of land and buildings comprises:
Details of the company's subsidiaries at 31 December 2023 are as follows:
All amounts shown under debtors fall due for payment within one year.
Independent Growth Finance has a bond and floating charge over the whole assets of the group.
The amounts owed to group undertakings are payable on demand and interest free.
The Company's finance lease obligations are secured over the assets to which they relate.
The long-term loans are secured by a floating charge over the assets of Hyspec Engineering Limited. This charge is held by Bank of Scotland plc.
In 2015 the group entered into a 15 year lease with an annual rental of £84,750 with an option to purchase the property at the end of the 15 years by paying an option price of £706,000. At the end of the current year the lease was ceased.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Grants receivable under the Coronavirus Job Retention Scheme have been recognised as income in the periods to which they relate.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
During the year, 92,000,000 ordinary shares were allotted with a nominal value of £0.01. The consideration for the shares was £920,000
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
The company is ultimately a wholly owned subsidiary of Mohammed Al Barwani LLC and has taken advantage of the exemption conferred by FRS 102 not to disclose transactions with Mohammed Al Barwani LLC or other wholly owned subsidiaries within the group.
At 31 December 2023, the group has an amount due to United Engineering Services LLC of £1,303,358 (2022: Amount due to United Engineering Services LLC of £204,605).
At 31 December 2023, the company has an amount due to Hyspec Engineering Limited of £34,116 (2022: £275,946).