REGISTERED NUMBER: |
Strategic Report, Report of the Directors and |
Financial Statements |
for the Year Ended 31 December 2023 |
for |
Sella Limited |
REGISTERED NUMBER: |
Strategic Report, Report of the Directors and |
Financial Statements |
for the Year Ended 31 December 2023 |
for |
Sella Limited |
Sella Limited (Registered number: 05940692) |
Contents of the Financial Statements |
for the Year Ended 31 December 2023 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 5 |
Profit and Loss Account | 8 |
Balance Sheet | 9 |
Statement of Changes in Equity | 10 |
Notes to the Financial Statements | 11 |
Sella Limited |
Company Information |
for the Year Ended 31 December 2023 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditors |
Chartered Accountants |
The Mills |
Canal Street |
Derby |
DE1 2RJ |
BANKERS: |
Leicester Corporate Centre |
Carlton Park |
Building 4, Level 1 |
Narborough |
Leicestershire |
LE19 0AL |
SOLICITORS: |
Mowbray House |
Castle Meadow Road |
Nottingham |
NG2 1BJ |
Sella Limited (Registered number: 05940692) |
Strategic Report |
for the Year Ended 31 December 2023 |
The directors present their strategic report for the year ended 31 December 2023. |
REVIEW OF BUSINESS |
We aim to present a balanced and comprehensive review of the development and performance of the business during the past twelve months and its position at the year-end. Our review is consistent with the size, nature and complexity of the business. |
The business is a holding company of a 100% owned trading subsidiary principally engaged in the development, supply and support of high integrity safety control systems across a variety of industries including oil and gas, petrochemicals, power, nuclear and rail. |
This report reflects the progress made by the business in the twelve months of trading to 31 December 2023. We consider that our key financial performance indicators are those that communicate the financial performance and strength of the business as a whole. |
During the year the only trading activity of the business was the administrative expenses in respect of the activities in managing its investment. |
The business' operating loss was £31,980 (2022 nine months £111,199) as we reduced the level of administrative activities undertaken as we became a part of the HIMA Group. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The principal risks and uncertainties facing the business are those around its trading investment and these are mitigated through the effective management of this investment. |
FINANCIAL INSTRUMENTS |
Price risk, credit risk, liquidity risk and cash flow risk |
Price risk |
The business is not exposed to any price risks. |
Credit risk |
The business is not exposed to any credit risk. |
Liquidity risk |
Liquidity is managed through the returns from the business's trading investment and funding facilities from its parent company and the business has sufficient cash and available facilities to manage its liquidity risk. |
The financial statements are prepared on the basis of going concern. The business's activities, together with the factors likely to affect its future development, performance and position are set out in the fair review of the business. The directors have considered the working capital requirements for a period of 12 months from the date of this report. As a consequence, the directors believe that the business is well placed to manage its business risks successfully. After making enquiries, the directors have a reasonable expectation that the business has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. |
Cash flow risk |
The business's cash flow risk is managed through provision of adequate working capital facilities. |
ON BEHALF OF THE BOARD: |
Sella Limited (Registered number: 05940692) |
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 principal activity of the company is that of an intermediate holding company. |
DIVIDENDS |
An interim dividend of 13.5p per share was paid on the Ordinary £1 shares on 30 January 2023. No dividends were paid on the Ordinary A £1 shares. |
The total distribution of dividends for the year ended 31 December 2023 will be £ |
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: |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Strategic Report, 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. |
Sella Limited (Registered number: 05940692) |
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. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Sella Limited |
Opinion |
We have audited the financial statements of Sella Limited (the 'company') for the year ended 31 December 2023 which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity 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. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and 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 Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Sella Limited |
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 Strategic Report or 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. |
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. |
Based on our understanding of the company and industry in which it operates, we identified the principal risks of non-compliance with laws and regulations and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. Audit procedures performed by the engagement team included: |
- | Enquiry of management around actual and potential litigation and claims; |
- | Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; |
- | Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias; |
- | Reviewing minutes of meetings of those charged with governance. |
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. |
Report of the Independent Auditors to the Members of |
Sella Limited |
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 |
Statutory Auditors |
Chartered Accountants |
The Mills |
Canal Street |
Derby |
DE1 2RJ |
Sella Limited (Registered number: 05940692) |
Profit and Loss Account |
for the Year Ended 31 December 2023 |
Period |
1.4.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
Notes | £ | £ |
TURNOVER |
Administrative expenses |
OPERATING LOSS | 4 | ( |
) | ( |
) |
Income from participating interests | ( |
) |
(32,313 | ) | (111,199 | ) |
Interest payable and similar expenses | 5 |
LOSS BEFORE TAXATION | ( |
) | ( |
) |
Tax on loss | 6 |
LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
( |
) |
( |
) |
Sella Limited (Registered number: 05940692) |
Balance Sheet |
31 December 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Investments | 8 |
CURRENT ASSETS |
Debtors | 9 |
Cash at bank and in hand |
CREDITORS |
Amounts falling due within one year | 10 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 12 |
Share premium | 13 |
Capital redemption reserve | 13 |
Retained earnings | 13 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
Sella Limited (Registered number: 05940692) |
Statement of Changes in Equity |
for the Year Ended 31 December 2023 |
Called up | Capital |
share | Retained | Share | redemption | Total |
capital | earnings | premium | reserve | equity |
£ | £ | £ | £ | £ |
Balance at 1 April 2022 |
Changes in equity |
Issue of share capital | - | - |
Dividends | - | ( |
) | - | - | ( |
) |
Total comprehensive income | - | ( |
) | - | ( |
) |
Balance at 31 December 2022 |
Changes in equity |
Issue of share capital | - | - |
Dividends | - | ( |
) | - | - | ( |
) |
Total comprehensive income | - | ( |
) | - | ( |
) |
Balance at 31 December 2023 |
Sella Limited (Registered number: 05940692) |
Notes to the Financial Statements |
for the Year Ended 31 December 2023 |
1. | STATUTORY INFORMATION |
Sella Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirements of Section 7 Statement of Cash Flows. |
Preparation of consolidated financial statements |
The financial statements contain information about Sella Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, HIMA Paul Hildebrandt GmbH, Albert-Bassermann-Straße 28, 68782 Brühl, Germany. |
Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost. |
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. |
Related parties |
The company is a wholly owned subsidiary of HIMA Paul Hildebrandt GmbH. The company has taken advantage of the exemption contained within Financial Reporting Standard 102 and has therefore not disclosed transactions with entities which form part of the group, other than as normally disclosed in the notes to the financial statements. |
Leasing commitments |
Rentals paid under operating leases are charged to the profit and loss account as incurred. |
Judgements in applying accounting policies and key sources of estimation |
In the application of the company's accounting policies the directors are required to make judgement estimates and assumptions about the carrying amounts of the company's assets and liabilities. These are based on historical experience and other factors that are considered relevant and are reviewed on a regular basis and recognised in the period in which the estimate is revised. Actual results may differ from these estimates. |
The following are the critical judgements and where relevant the key sources of estimation uncertainty: |
The carrying value of fixed asset investments is assessed annually and reviewed for any indications of impairment. |
The recoverability of debtors is assessed on the likelihood and circumstances of the particular cost. |
Sella Limited (Registered number: 05940692) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
3. | EMPLOYEES AND DIRECTORS |
Period |
1.4.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
£ | £ |
Wages and salaries |
Social security costs | ( |
) |
Other pension costs | ( |
) |
( |
) |
The average number of employees during the year was as follows: |
Period |
1.4.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
Directors | 3 | 4 |
Admin | 1 | 3 |
Period |
1.4.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
£ | £ |
Directors' remuneration |
Directors' pension contributions to money purchase schemes | ( |
) |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes |
4. | OPERATING LOSS |
The operating loss is stated after charging: |
Period |
1.4.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
£ | £ |
Auditors' remuneration |
Sella Limited (Registered number: 05940692) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
Period |
1.4.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
£ | £ |
Bank loan interest |
6. | TAXATION |
Analysis of the tax charge |
The tax charge on the loss for the year was as follows: |
Period |
1.4.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
£ | £ |
Deferred tax |
Tax on loss |
7. | DIVIDENDS |
Period |
1.4.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
£ | £ |
Ordinary shares of £1 each |
Interim | 44,690 | 306,209 |
8. | FIXED ASSET INVESTMENTS |
Shares in | Interest |
group | in joint |
undertakings | venture | Totals |
£ | £ | £ |
COST |
At 1 January 2023 | 10,401,512 |
Share of profit/(loss) | - | (333 | ) | (333 | ) |
At 31 December 2023 | 10,401,179 |
NET BOOK VALUE |
At 31 December 2023 | 10,401,179 |
At 31 December 2022 | 10,401,512 |
Sella Limited (Registered number: 05940692) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
8. | FIXED ASSET INVESTMENTS - continued |
The company's investments at the balance sheet date in the share capital of companies include the following: |
Sella Controls Limited |
Registered office: Unit 3 Ivanhoe Office Park, Ivanhoe Park Way, Ashby De La Zouch, | Leicestershire, LE65 2AB |
Nature of business: Design, manufacture and supply of electronic control systems |
% |
Class of shares: | holding |
Ordinary | 100.00 |
SISCyber Limited |
Registered office: The Mills, Canal Street, Derby, DE1 2RJ |
Nature of business: Functional Safety & Operational Technology Cyber Security Consultancy & Training |
% |
Class of shares: | holding |
Ordinary | 33.33 |
9. | DEBTORS |
2023 | 2022 |
£ | £ |
Amounts falling due within one year: |
Other debtors |
Directors' current accounts | - | 435,000 |
Tax |
Prepayments |
Amounts falling due after more than one year: |
Tax |
Aggregate amounts |
10. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Amounts owed to group undertakings |
Tax |
Social security and other taxes |
Accrued expenses |
Sella Limited (Registered number: 05940692) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
11. | LEASING AGREEMENTS |
Minimum lease payments under non-cancellable operating leases fall due as follows: |
2023 | 2022 |
£ | £ |
Within one year |
Between one and five years |
12. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
331,035 | Ordinary | £1 | 331,035 | 331,035 |
12,500 | Ordinary A | £1 | 12,500 | - |
343,535 | 331,035 |
The following shares were issued during the year for cash at par: |
12,500 Ordinary A shares of £1 |
13. | RESERVES |
Capital |
Retained | Share | redemption |
earnings | premium | reserve | Totals |
£ | £ | £ | £ |
At 1 January 2023 | 6,521,532 |
Deficit for the year | ( |
) | ( |
) |
Dividends | ( |
) | ( |
) |
Cash share issue | - | 15,625 | - | 15,625 |
At 31 December 2023 | 6,459,412 |
14. | ULTIMATE PARENT COMPANY |
The company's ultimate parent undertaking is HIMA Paul Hildebrandt GmbH, Albert-Bassermann-Straße 28, 68782 Brühl, Germany. |
The consolidated financial statements of HIMA Paul Hildebrandt GmbH may be obtained from Bundesanzeiger, the German company register. |
15. | RELATED PARTY DISCLOSURES |
The directors maintain current accounts with the company. At the balance sheet date, within debtors is £Nil (2022: £435,000) that was owed by the directors. The balances are interest free and repayable on demand. |
16. | SHARE-BASED PAYMENT TRANSACTIONS |
In 2021, the company granted 15,000 share options to an employee, at an exercise price of £2.25. |
During the year, 12,500 options were exercised as shown in note 12. |