REGISTERED NUMBER: |
Cetix Limited |
Report of the Directors and |
Financial Statements For The Year Ended 31 December 2023 |
REGISTERED NUMBER: |
Cetix Limited |
Report of the Directors and |
Financial Statements For The Year Ended 31 December 2023 |
Cetix Limited (Registered number: 02184213) |
Contents of the Financial Statements |
For The Year Ended 31 December 2023 |
Page |
Company Information | 1 |
Report of the Directors | 2 |
Report of the Independent Auditors | 5 |
Profit and Loss Account | 7 |
Balance Sheet | 8 |
Notes to the Financial Statements | 9 |
Cetix Limited |
Company Information |
For The Year Ended 31 December 2023 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants |
Sidings Court |
Lakeside |
Doncaster |
South Yorkshire |
DN4 5NU |
Cetix Limited (Registered number: 02184213) |
Report of the Directors |
For The Year Ended 31 December 2023 |
The directors present their report with the financial statements of the company for the year ended 31 December 2023. |
PRINCIPAL ACTIVITY |
The activity of the company continues to be the design, production, test, installation and support and maintenance of computer and programmable controller (PLC) based high integrity solutions for process safety and system control and data acquisition (SCADA). Project management, system provision, system support and consultancy services are delivered by our teams in projects of several months or years duration. |
These on-site, process monitoring and control systems are important bespoke installations for 'blue-chip' clients, largely in the various Energy industries. For these customers, high quality is vital and functional safety is often a factor. |
REVIEW OF BUSINESS |
Cetix works with respected long-term clients that prioritise safety and value service quality. Cetix is successfully building relationships with similar new customers. |
During the year Cetix continued to utilise its Autotest cause and effects automated testing product, giving key advantages in efficient 'right first time' delivery of safety related systems. The company has delivered significant projects in sectors including power generation, alternative energy, district heating, petrochemicals, fuel and gas distribution and offshore extraction. These include emergency shutdown, fire detection, control and monitoring systems based on high specification equipment from our supply partners. New and ongoing support arrangements help to economically ensure very high availability and continuous improvement, of customer critical systems including a wide variety of new and old equipment and software. |
Cetix maintains good relationships with respected suppliers such as Autronica, Wonderware, Siemens, Schneider, Rockwell and GE, with a strong set of approved supplier certifications of which the company is proud. Cetix also utilises proven specialist sub contractors, in civil work, cabling and in WAN communications and cyber-security technologies. These relationships allow a full range of services and solutions to be offered to clients, giving benefits in safety, quality, performance, features, versatility and lifetime cost across the range of Fire & Gas, Safety, DCS and other Automation, Control, Monitoring, Instrumentation, Electrical and Information Technology applications. |
Cetix invests in training and development of technical, safety and project management capabilities to broaden and deepen the competencies of all engineering staff for both design and support projects. Similarly, Cetix carefully maintains its various independently audited quality, environmental, safety, and functional safety accreditations against the latest generation of standards in order to work with discerning clients. A growing team of engineers comprises a range of experience; student and graduate engineers are working well with experienced qualified and certified and chartered engineering colleagues. Limited working from home, when appropriate, supports our employees, while the company remains predominantly office-based, assisting teamwork and prioritises customer site-work. |
DIVIDENDS |
The directors do not recommend the payment of a final dividend. |
FUTURE DEVELOPMENTS |
The fall-out from coronavirus and Brexit, and other global economic factors, continued to be felt across the engineering industry: 2023 further saw intended investment and improvement constrained by limited capacity. Cetix, and its customers, suppliers and competitors, all experienced shortages in engineering resource and prolonged delays in electronic equipment. These factors significantly constrained productivity across the sectors in which Cetix operates, affecting customers capacity to specify, procure, monitor and accept project works and supplier capacity to provide materials. |
The company experienced particular disruption to the engineering team through the middle of 2023. By the end of 2023, engineer numbers had returned to the same level as the start of the year, this included several strategic new hires to further strengthen areas of the team. 2023 also saw Cetix move to new premises on the expiry of the lease at the Sycamore Road site, although Cetix has a long association with Sycamore Road, the new premises will better suit the future business needs. |
Oil and gas customers remain a major component of Cetix customer base. Cetix support some older installations, including offshore installations, assisting customers to reduce obsolescence risks and extend operating lifetimes. Oil and gas prices were severely depressed throughout 2020, reducing planned expenditure and limiting investment budgets for subsequent years. Summer 2021 saw prices recover and prices were good throughout 2022, although markets have struggled to balance the factors of a recovering but depressed post-covid global economy with supply threats arising from factors such as the war in Ukraine. This market is again in a position to invest in their assets, with potential asset life justifying such investment. As a result, this sector is anticipated to recover as an important purchaser of Cetix services. |
Cetix continue to develop opportunities in wider energy and related sectors. In particular, the company has valuable experience in biogas control and data aggregation and anticipates further development in this area. |
The company work in bio-science markets continued through 2023, and further work has been won in this positive sector. Government and private investment in laboratory upgrades and establishment are resulting in further demand for the monitoring systems that Cetix can deliver for such clients. |
Cetix Limited (Registered number: 02184213) |
Report of the Directors |
For The Year Ended 31 December 2023 |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report. |
Other changes in directors holding office are as follows: |
PRINCIPAL RISKS AND UNCERTAINTIES |
The owners of the Company have long-term intentions which include doubling the size of the business. The company has a sound platform for sustainable business and continued growth. It remains the underlying strategy of the company to diversify the target market and customer base, in order to deliver overall growth. More business growth will further improve efficiency, as overhead does not need to increase proportionately with the engineering team, and reduce exposure to fluctuations in individual customer expenditure or strategy. Recruitment of intelligent, flexible, customer-focussed engineering personnel is a priority for this strategy. |
The company maintains an impeccable health and safety record, incurring zero lost hours over many years of work on client industrial sites, which do present some risks which must be carefully managed. Cetix customers have an admirable attitude to occupational health and safety management and fully support the company's approach to risk assessment and site working. |
Competition in target markets remains keen. Customer procurement teams are looking away from larger complacent competitors, for high-quality alternatives that can be more responsive and less expensive. Cetix intends to benefit from this by remaining flexible and finding further ways to offer good value. The company is building on its long specialist experience of satisfying customer needs to maximise reliable usefulness of existing but aging system infrastructure, while managing growing obsolescence risks. |
Cetix makes use of financial instruments only through the operation of bank accounts and is not reliant on credit external to the company group. The company is fortunate in its focus on strong customers within the UK: Its markets, such as utilities, are relatively insulated from negative demand effects of Brexit. The company is not exposed to significant exchange rate risks. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Report of the Directors 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 company and of the profit or loss of the company 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; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
Cetix Limited (Registered number: 02184213) |
Report of the Directors |
For The Year Ended 31 December 2023 |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
SMALL COMPANY EXEMPTIONS |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Cetix Limited |
Opinion |
We have audited the financial statements of Cetix Limited (the 'company') for the year ended 31 December 2023 which comprise the Profit and Loss Account, Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and 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 company's affairs as at 31 December 2023 and of its 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 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 |
Without modifying our opinion on the financial statements, we draw attention to the disclosures made in the accounting policies note concerning the company's ability to continue as a going concern. The company has suffered a further loss, as shown in the profit and loss account. |
This and the other conditions detailed indicate the existence of a material uncertainty which may cast significant doubt about the company's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the company was unable to continue as a going concern. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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 the audit: |
- | the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the Directors has 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the 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; or |
- | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report. |
Report of the Independent Auditors to the Members of |
Cetix Limited |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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 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 company or to cease operations, or have no realistic alternative but to do so. |
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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud is detailed below: |
- Enquiry of management around actual and potential litigation and claims and fraud; |
- Reviewing minutes of meetings of management; |
- Reviewing financial statement disclosures and to assess compliance with applicable laws and regulations; |
- Performing audit work over the risk of management override of controls, including review of nominal ledger transactions and other adjustments for appropriateness and evaluating the business rationale of any significant transactions outside the normal course of business; |
- Reviewing accounting estimates for bias, in particular management assumptions and judgements in respect of contract accounting. |
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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. |
for and on behalf of |
Chartered Accountants |
Sidings Court |
Lakeside |
Doncaster |
South Yorkshire |
DN4 5NU |
Cetix Limited (Registered number: 02184213) |
Profit and Loss Account |
For The Year Ended 31 December 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
TURNOVER |
Cost of sales |
GROSS PROFIT |
Distribution costs |
Administrative expenses |
1,213,641 | 1,092,258 |
OPERATING LOSS | ( |
) | ( |
) |
Interest payable and similar expenses |
LOSS BEFORE TAXATION | ( |
) | ( |
) |
Tax on loss | 4 | ( |
) |
LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
Cetix Limited (Registered number: 02184213) |
Balance Sheet |
31 December 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 5 |
Tangible assets | 6 |
CURRENT ASSETS |
Stocks |
Debtors | 7 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 8 |
NET CURRENT (LIABILITIES)/ASSETS | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES | ( |
) |
CREDITORS |
Amounts falling due after more than one year | 9 |
NET (LIABILITIES)/ASSETS | ( |
) |
CAPITAL AND RESERVES |
Called up share capital | 10 |
Capital redemption reserve | 11 |
Retained earnings | 11 | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) |
The financial statements were approved by the Board of Directors and authorised for issue on |
Cetix Limited (Registered number: 02184213) |
Notes to the Financial Statements |
For The Year Ended 31 December 2023 |
1. | STATUTORY INFORMATION |
Cetix Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
As shown in the profit and loss account, the company has suffered a further loss in the year. The loss has resulted from several different factors impacting Cetix through the course of the year. While Cetix maintains a healthy project backlog, throughput and delivery were hampered by staff turnover and the recruitment availability of suitably skilled engineers. Delivery of several projects was also delayed due to restricted access to customer sites to complete install and commissioning tasks. Coupled with a premises move this led to a shortfall in the expected turnover. Towards the end of the year, Cetix has recruited several new engineers to bring the team back up to the required levels, and disruptions to project delivery have now been minimised to increase throughput. |
The fall-out from coronavirus, Brexit, and the war in Ukraine, continued to be felt across the engineering and energy industries. 2023 saw intended investment and improvement constrained by limited capacity. Cetix and its customers, suppliers and competitors, all experienced shortages in engineering resource and prolonged delays in electronic equipment. These factors significantly constrained productivity across the sectors in which Cetix operates, affecting customers' capacity to specify, procure, monitor and accept project works and supplier capacity to provide materials. |
The market is now in a position to invest in their assets, with potential asset life justifying such investment. As a result, this sector is anticipated to recover as an important purchaser of Cetix services. This has been evidenced with several orders already placed in early 2024. |
On this basis management retains confidence in the forecast profit for the next year and the company's ability to continue trading profitably hence to meet its liabilities as they fall due. For these reasons management remains confident that the going concern basis continues to be appropriate. The ultimate parent company, Ulstein Marine Technology AS, has also indicated that it will continue to financially support the company. |
Turnover |
Turnover represents income derived from long term contracts net of VAT. |
Tangible fixed assets |
Improvements to property | - |
Plant and machinery | - |
Where there are indicators of potential impairment of a fixed asset, the value of that asset is determined by reference to its market value and/or its value in use as appropriate. If the outcome of this impairment review is that the asset is impaired, additional depreciation is charged to reduced its net book value to the value determined in the review. |
Tangible assets are initially measured at cost. After initial recognition, tangible assets are measured at cost less any accumulated depreciation and any accumulated impairment losses. |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Financial instruments |
Debtors and creditors are measured at amounts expected to be received or paid less any amounts relating to future periods. |
Cetix Limited (Registered number: 02184213) |
Notes to the Financial Statements - continued |
For The Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
Long term contracts |
Turnover represents the proportion of contract value applicable to the activity in the year, ascertained by reference to actual costs. The related costs are matched with this turnover, resulting in the reporting of attributable profit proportionate to the contract activity. Where the outcome of a contract cannot be foreseen with reasonable certainty but no loss is expected, profit is estimated at zero. All known or anticipated losses are provided for in full as soon as they are foreseen. |
Estimates of total contract costs and revenues are reviewed periodically, and the cumulative effects of changes are recognised in the period in which they are identified. |
Revenues recognised in excess of amounts billed are classified as amounts recoverable on contracts and included in debtors. Amounts billed in excess of revenues recognised to date are included as payments on account in creditors. |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was |
4. | TAXATION |
Analysis of the tax charge/(credit) |
The tax charge/(credit) on the loss for the year was as follows: |
2023 | 2022 |
£ | £ |
Origination and reversal of |
timing differences | ( |
) |
Tax on loss | ( |
) |
Cetix Limited (Registered number: 02184213) |
Notes to the Financial Statements - continued |
For The Year Ended 31 December 2023 |
5. | INTANGIBLE FIXED ASSETS |
Developmen |
costs |
£ |
COST |
At 1 January 2023 |
and 31 December 2023 |
AMORTISATION |
At 1 January 2023 |
and 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
6. | TANGIBLE FIXED ASSETS |
Improvements |
to | Plant and |
property | machinery | Totals |
£ | £ | £ |
COST |
At 1 January 2023 |
Additions |
Disposals | ( |
) | ( |
) | ( |
) |
At 31 December 2023 |
DEPRECIATION |
At 1 January 2023 |
Charge for year |
Eliminated on disposal | ( |
) | ( |
) | ( |
) |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Trade debtors |
Amounts owed by group undertakings |
Amounts recoverable on long term contracts |
Other debtors |
Deferred tax asset |
Cetix Limited (Registered number: 02184213) |
Notes to the Financial Statements - continued |
For The Year Ended 31 December 2023 |
8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Payments on account |
Trade creditors |
Social security and other taxes |
Other creditors |
9. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2023 | 2022 |
£ | £ |
Amounts owed to group undertakings |
10. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary | £1 | 8,333 | 8,333 |
11. | RESERVES |
Capital |
Retained | redemption |
earnings | reserve | Totals |
£ | £ | £ |
At 1 January 2023 | 83,124 |
Deficit for the year | ( |
) | ( |
) |
At 31 December 2023 | ( |
) | (179,908 | ) |
12. | TOTAL FINANCIAL COMMITMENTS, GUARANTEES AND CONTINGENCIES |
The total of any financial commitments, guarantees and contingencies not included in the balance sheet is £383,563 (2022: £21,000). |
13. | ULTIMATE PARENT COMPANY |
The parent undertaking is UMT Holdings Ltd (formerly Cetix UK Holdings Limited), a company incorporated in England and Wales. Its registered office is Unit 2 Phoenix Riverside, Sheffield Road, Rotherham, S60 1FL. Consolidated accounts are available from Companies House, Crown Way, Maindy, Cardiff, CF14 3UZ. |
The ultimate parent undertaking is Ulstein Marine Technology AS, a company incorporated in Norway. |
Consolidated accounts are available from Ulstein Marine Technology AS, Stalhaugen 5, 6065 Ulsteinvik, Norway. |