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REGISTERED NUMBER: 02937377 (England and Wales)



















Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 December 2023

for

Sella Controls Limited

Sella Controls Limited (Registered number: 02937377)






Contents of the Financial Statements
for the Year Ended 31 December 2023




Page

Company Information 1

Strategic Report 2

Report of the Directors 5

Report of the Independent Auditors 7

Profit and Loss Account 10

Other Comprehensive Income 11

Balance Sheet 12

Statement of Changes in Equity 13

Notes to the Financial Statements 14


Sella Controls Limited

Company Information
for the Year Ended 31 December 2023







DIRECTORS: J D Blackwell
E A Turnock
C S Parr



SECRETARY: J D Blackwell



REGISTERED OFFICE: Unit 3 Ivanhoe Office Park
Ivanhoe Park Way
Ashby De La Zouch
Leicestershire
LE65 2AB



REGISTERED NUMBER: 02937377 (England and Wales)



AUDITORS: Bates Weston Audit Ltd
Statutory Auditors
Chartered Accountants
The Mills
Canal Street
Derby
DE1 2RJ



BANKERS: Santander Corporate Bank
Leicester Corporate Centre
Carlton Park
Building 4, Level 1
Narborough
Leicestershire
LE19 0AL



SOLICITORS: Browne Jacobson LLP
Mowbray House
Castle Meadow Road
Nottingham
NG2 1BJ

Sella Controls Limited (Registered number: 02937377)

Strategic Report
for the Year Ended 31 December 2023

The directors present their strategic report for the period 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 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, these being order intake, sales revenue and profit margins.

During the year, sales order intake was a record £21.2m (2022 nine months £12.6m). Our Rail Systems business secured a new record level of orders securing a number of major projects. In Process Safety we had another strong year continuing our momentum and growth across this area. Orders continue to consist of a good mix of engineering projects, modification works and recurring revenues from assurance, consultancy and support services with diversity across both our Process Safety and Rail Systems markets continuing to be a significant strength of our business.

The business enters the new financial year with an order book of £15.4m (December 2022 - £14.1m) and this provides the platform to continue our momentum and growth and deliver another strong financial performance through 2024. Opportunities for securing new contracts remain strong and are supported by a well-qualified and extensive list of project pursuits across all of our market sectors.

Sales revenue for the year was a record £18.5m (2022 nine months £11.8m), as we continue our momentum and generate excellent business growth. The range of contracts and engineering solutions we are able to offer are providing numerous opportunities for growth and we are seeing an increase in activity levels across all areas of our business, whilst our industry mix also continues to give the business strong resilience and the ability to meet future challenges.

Operating profit for the year before group management charges was £1.5m (2022 nine months £1.8m) which is a strong result as we were able to contain operating costs during our growth, however our gross margins came under some pressure from material price increases and reduced efficiencies in labour recoveries as we onboarded new staff and increased our engineering resource to meet our new higher activity levels. We are constantly investing to maintain the quality of our engineering expertise and range of engineering solutions and this translates in to strong rates of return as we move towards the provision of higher value engineering services and solutions, however there are timing issues as new resource is onboarded and becomes fully revenue generating. We closely control our operating costs in order to ensure we maintain margins, whilst also ensuring we invest where necessary so as to not constrain future growth.

The business' operating profit is stated after incurring depreciation charges of £0.1m (2022 nine months £0.1m). Pre group management charges and depreciation, the business delivered an underlying EBITDA of £1.6m (2022 nine months £1.9m), which is another strong performance.

We continued to invest in engineering expertise and with the continued backdrop of legislative requirements for compliance with safety, emissions and environmental standards, our traditional markets for high integrity safety systems remain strong. As a part of the HIMA Group we are exploring new international rail opportunities and further growth of our functional safety assurance and consultancy services. We have also made significant investment in our facilities and IT systems to support our future increased business levels.

We also continue to invest in the development of new products, systems, technologies and applications and this places the business in an excellent position to continue to maintain the momentum generated to date and in summary, the directors are confident of achieving the business' targets, commencing the new financial year with a strong order book and excellent new sales opportunities, underpinned by industry and product diversity.


Sella Controls Limited (Registered number: 02937377)

Strategic Report
for the Year Ended 31 December 2023

PRINCIPAL RISKS AND UNCERTAINTIES
The principal risks and uncertainties facing the business are around the winning of new business against the backdrop of the challenging economic climate and these risks are mitigated through the industry and product diversity of the business, underpinned by the excellent order book and project pursuits lists.

We are continually updating our plans to manage risks and have invested in management and systems to facilitate flexible and responsive working. We are also investing in our facilities to improve collaborative working, flexibility and enhanced capacity.

We are therefore able to work flexibly and effectively and continue to engage with customers and suppliers and are confident we are able to deal with any future challenges over the longer term.

We have worked closely with our customers and suppliers in a collaborative spirit to communicate and manage any project delivery delays and our supply chain is proving robust in the face of supply chain challenges.

The financial impact on the business from the economic challenges, potential further pandemic outbreaks and global supply chain issues is therefore mitigated by our detailed financial and contingency plans in place to deal with any impact. We are confident of our ability to continue to manage with our outlook for 2024 and beyond very positive.

FINANCIAL INSTRUMENTS

Price risk, credit risk, liquidity risk and cash flow risk

Price risk
The business normally enters into fixed price contracts with its customers and mitigates any short-term price risk through its bid pricing and validation process. The business is exposed to currency fluctuations which impact upon its underlying cost base over time, however short term cash flow risk from currency variations is mitigated by the use of foreign currency exchange forward contracts to hedge this.

Credit risk
The financial assets of the business are cash, bank balances and trade receivables and the primary credit risk is attributable to its trade receivables, however the business deals with government backed agencies or major multinational companies who are highly credit worthy. As such credit risk is considered to be low in respect of trade and other receivables.

The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. The business assesses the credit ratings of these counterparties as required to ensure that any potential credit risk is mitigated.

Liquidity risk
Liquidity is managed through the profitable ongoing business transactions and the working capital facilities. 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.

Sella Controls Limited (Registered number: 02937377)

Strategic Report
for the Year Ended 31 December 2023


Cash flow risk
The business's activities expose it to cash flow risk as projects progress, however this is mitigated through the negotiation of appropriate stage and progress payments as part of the bid validation process and then underpinned by the managing of adequate working capital facilities.

ON BEHALF OF THE BOARD:





J D Blackwell - Director


6 September 2024

Sella Controls Limited (Registered number: 02937377)

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 the development, design, manufacture and supply of high integrity electronic control systems and associated technical support activities.

DIVIDENDS
No dividends will be distributed 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.

J D Blackwell
E A Turnock
C S Parr

Other changes in directors holding office are as follows:

I F Wright - resigned 31 January 2023
N G Banner - resigned 31 March 2023
R D Watson - resigned 31 March 2023
C G Elliott - resigned 31 March 2023
D J Bowes - resigned 24 February 2023

DISCLOSURE IN THE STRATEGIC REPORT
The matters required to be disclosed under SI (2008) 410 Sch 7 relating to research and development and financial instruments are contained within the Strategic Report as applicable in accordance with s414C(11) of the Companies Act 2006.

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 Controls Limited (Registered number: 02937377)

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:





J D Blackwell - Director


6 September 2024

Report of the Independent Auditors to the Members of
Sella Controls Limited

Opinion
We have audited the financial statements of Sella Controls Limited (the 'company') for the year ended 31 December 2023 which comprise the Profit and Loss Account, Other Comprehensive Income, 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 profit 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 Controls 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 five, 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;
- Reviewing minutes of meetings of those charged with governance;
- 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.

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 Controls 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.




Ian Neal FCA CTA (Senior Statutory Auditor)
for and on behalf of Bates Weston Audit Ltd
Statutory Auditors
Chartered Accountants
The Mills
Canal Street
Derby
DE1 2RJ

16 September 2024

Sella Controls Limited (Registered number: 02937377)

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 3 18,482,092 11,773,579

Cost of sales 13,840,972 8,090,362
GROSS PROFIT 4,641,120 3,683,217

Administrative expenses 4,196,472 1,880,679
444,648 1,802,538

Other operating income 2,816 253
OPERATING PROFIT 5 447,464 1,802,791

Interest receivable and similar income - 540
447,464 1,803,331

Interest payable and similar expenses 6 67,519 32,999
PROFIT BEFORE TAXATION 379,945 1,770,332

Tax on profit 7 (13,687 ) 204,605
PROFIT FOR THE FINANCIAL YEAR 393,632 1,565,727

Sella Controls Limited (Registered number: 02937377)

Other Comprehensive Income
for the Year Ended 31 December 2023

Period
1.4.22
Year Ended to
31.12.23 31.12.22
Notes £    £   

PROFIT FOR THE YEAR 393,632 1,565,727


OTHER COMPREHENSIVE INCOME
Share options vesting - 28,125
Income tax relating to other
comprehensive income

-

-
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

-

28,125
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

393,632

1,593,852

Sella Controls Limited (Registered number: 02937377)

Balance Sheet
31 December 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 8 4,621 5,391
Tangible assets 9 623,629 615,147
628,250 620,538

CURRENT ASSETS
Stocks 10 427,654 398,276
Debtors 11 12,062,968 10,589,631
Cash at bank and in hand 903,796 3,680
13,394,418 10,991,587
CREDITORS
Amounts falling due within one year 12 7,252,603 4,602,107
NET CURRENT ASSETS 6,141,815 6,389,480
TOTAL ASSETS LESS CURRENT
LIABILITIES

6,770,065

7,010,018

CREDITORS
Amounts falling due after more than one
year

13

-

(605,000

)

PROVISIONS FOR LIABILITIES 17 (34,651 ) (63,236 )
NET ASSETS 6,735,414 6,341,782

CAPITAL AND RESERVES
Called up share capital 18 200,000 200,000
Revaluation reserve 19 323,968 323,968
Capital redemption reserve 19 400,000 400,000
Share option reserve 19 - 28,125
Retained earnings 19 5,811,446 5,389,689
SHAREHOLDERS' FUNDS 6,735,414 6,341,782

The financial statements were approved by the Board of Directors and authorised for issue on 6 September 2024 and were signed on its behalf by:





J D Blackwell - Director


Sella Controls Limited (Registered number: 02937377)

Statement of Changes in Equity
for the Year Ended 31 December 2023

Called up
share Retained Revaluation
capital earnings reserve
£    £    £   
Balance at 1 April 2022 200,000 3,823,962 323,968

Changes in equity
Total comprehensive income - 1,565,727 -
Balance at 31 December 2022 200,000 5,389,689 323,968

Changes in equity
Total comprehensive income - 421,757 -
Balance at 31 December 2023 200,000 5,811,446 323,968
Capital Share
redemption option Total
reserve reserve equity
£    £    £   
Balance at 1 April 2022 400,000 - 4,747,930

Changes in equity
Total comprehensive income - 28,125 1,593,852
Balance at 31 December 2022 400,000 28,125 6,341,782

Changes in equity
Total comprehensive income - (28,125 ) 393,632
Balance at 31 December 2023 400,000 - 6,735,414

Sella Controls Limited (Registered number: 02937377)

Notes to the Financial Statements
for the Year Ended 31 December 2023

1. STATUTORY INFORMATION

Sella Controls Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

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.

Turnover
Other than on certain long term contracts, turnover represents amounts chargeable, net of value added tax, in respect of the sale of goods and services to customers. Turnover is recognised when the company has transferred the significant risks and rewards of ownership to the buyer and it is probable that the company will receive the previously agreed upon payment. On certain long term contracts, turnover represents the estimated sales value of the work performed in the year.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Patents and licences are being amortised evenly over their estimated useful life of ten years.

Tangible fixed assets
Tangible fixed assets 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.

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Long leasehold - straight line over 25 years
Plant and machinery - 10% - 33% straight line
Fixtures and fittings - 4% - 20% on cost

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 within 'administrative expenses' in the profit and loss account.

Sella Controls Limited (Registered number: 02937377)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Stocks
Stock and work in progress is stated at the lower of cost and net realisable value, after due regard for obsolete and slow moving stocks. Cost is based on a first in, first out basis and includes materials, direct labour and production overheads appropriate to the relevant stage of completion. Net realisable value is based on selling price less anticipated costs to completion and selling costs.

Raw materials and work in progress cost is that incurred in bringing each product to its present location and condition based on direct material replacement cost.

Long term contracts are those extending in excess of 12 months and any of a shorter duration which are material to the activity of the period. Attributable profit is recognised once the outcome of a long term contract can be assessed with reasonable certainty. Attributable profit is recognised on the cost percentage completion method. Immediate provision is made for all foreseeable losses if a contract is assessed as unprofitable.

Deferred tax
Deferred tax arises from timing differences that are differences between taxable total profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.

A deferred tax asset is recognised only when it is more likely than not that there will be suitable taxable profits from which the future reversal of underlying timing differences and losses can be deducted.

Provision is made at current rates for taxation deferred in respect of all material timing differences.

Research and development
Expenditure on research and development is written off in the year in which it is incurred.


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.

Pension costs and other post-retirement benefits
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payments obligations. The contributions are recognised as an expense when they fall due. Amounts not paid are shown in accruals in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.

Leasing commitments
Rentals paid under operating leases are charged to the profit and loss account as incurred.

Sella Controls Limited (Registered number: 02937377)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Related parties
The company is a wholly owned subsidiary undertaking of Sella Limited. 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.

Judgements in applying accounting policies and key sources of estimation uncertainty
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:

Tangible fixed assets are depreciated over their useful economic lives taking into account their residual values where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing the asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual values consider such things as future market conditions, the remaining life of the asset and projected disposal values.

The recoverability of debtors is assessed on the likelihood and circumstances of the particular cost.

The value of stock is assessed for impairment. In re-assessing the stock value, factors such as slow movement and obsolescence are taken in to account.

Long term contracts are those extending in excess of 12 months and any of a shorter duration which are material to the activity of the period. Attributable profit is recognised once the outcome of a long term contract can be assessed with reasonable certainty. Attributable profit is recognised on the cost percentage completion method. Immediate provision is made for all foreseeable losses if a contract is assessed as unprofitable.

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

Period
1.4.22
Year Ended to
31.12.23 31.12.22
£    £   
United Kingdom 17,040,631 10,698,263
Europe 1,092,701 541,641
Rest of world 348,760 533,675
18,482,092 11,773,579

Sella Controls Limited (Registered number: 02937377)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

4. EMPLOYEES AND DIRECTORS
Period
1.4.22
Year Ended to
31.12.23 31.12.22
£    £   
Wages and salaries 5,453,893 3,513,147
Social security costs 585,703 381,941
Other pension costs 145,399 108,300
6,184,995 4,003,388

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 8
Production 90 80
Administration and support 22 21
Sales, marketing and distribution 8 6
123 115

Period
1.4.22
Year Ended to
31.12.23 31.12.22
£    £   
Directors' remuneration 478,013 282,036
Directors' pension contributions to money purchase schemes 18,329 22,380

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 1 1

One director exercised share options during the year (2022 - no directors).

Information regarding the highest paid director is as follows:
Period
1.4.22
Year Ended to
31.12.23 31.12.22
£    £   
Emoluments etc 137,500 54,928
Pension contributions to money purchase schemes - 1,479

The highest paid director exercised share options with the intermediate parent company, Sella Ltd.

Sella Controls Limited (Registered number: 02937377)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

5. OPERATING PROFIT

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

Period
1.4.22
Year Ended to
31.12.23 31.12.22
£    £   
Depreciation - owned assets 124,469 80,949
Loss on disposal of fixed assets 439 -
Patents and licences amortisation 770 -
Auditors' remuneration 18,550 20,532
Auditors' remuneration for non audit work 9,877 8,957
Foreign exchange differences (24,106 ) 19,191
Operating lease payments 345,817 203,342
Research and development 147,801 440,792

6. INTEREST PAYABLE AND SIMILAR EXPENSES
Period
1.4.22
Year Ended to
31.12.23 31.12.22
£    £   
Interest on taxation 6,924 -
Bank interest payable 12,842 32,999
Other interest 47,753 -
67,519 32,999

7. TAXATION

Analysis of the tax (credit)/charge
The tax (credit)/charge on the profit for the year was as follows:
Period
1.4.22
Year Ended to
31.12.23 31.12.22
£    £   
Current tax:
UK corporation tax - 183,000
Adjustments in respect of
previous years 382 210
Foreign tax:
Current tax on income 14,517 6,444
Total current tax 14,899 189,654

Deferred tax (28,586 ) 14,951
Tax on profit (13,687 ) 204,605

Sella Controls Limited (Registered number: 02937377)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

7. TAXATION - continued

Reconciliation of total tax (credit)/charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

Period
1.4.22
Year Ended to
31.12.23 31.12.22
£    £   
Profit before tax 379,945 1,770,332
Profit multiplied by the standard rate of corporation tax in the UK of
23.521% (2022 - 19%)

89,367

336,363

Effects of:
Expenses not deductible for tax purposes 9,461 1,384
Adjustments to tax charge in respect of previous periods 382 210
Other permanent differences (3,655 ) 17,291
Foreign tax 14,517 6,444
Losses surrendered from group - (48,211 )
R&D enhanced deduction - (108,876 )
EMI share options exercised (123,759 ) -
Total tax (credit)/charge (13,687 ) 204,605

Tax effects relating to effects of other comprehensive income

There were no tax effects for the year ended 31 December 2023.

1.4.22 to 31.12.22
Gross Tax Net
£    £    £   
Share options vesting 28,125 - 28,125

8. INTANGIBLE FIXED ASSETS
Patents
and
licences
£   
COST
At 1 January 2023
and 31 December 2023 7,701
AMORTISATION
At 1 January 2023 2,310
Amortisation for year 770
At 31 December 2023 3,080
NET BOOK VALUE
At 31 December 2023 4,621
At 31 December 2022 5,391

Sella Controls Limited (Registered number: 02937377)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

9. TANGIBLE FIXED ASSETS
Fixtures
Long Plant and and
leasehold machinery fittings Totals
£    £    £    £   
COST OR VALUATION
At 1 January 2023 500,000 773,063 357,854 1,630,917
Additions - 87,353 46,037 133,390
Disposals - (166,664 ) (4,548 ) (171,212 )
At 31 December 2023 500,000 693,752 399,343 1,593,095
DEPRECIATION
At 1 January 2023 175,000 623,485 217,285 1,015,770
Charge for year 20,000 76,998 27,471 124,469
Eliminated on disposal - (166,225 ) (4,548 ) (170,773 )
At 31 December 2023 195,000 534,258 240,208 969,466
NET BOOK VALUE
At 31 December 2023 305,000 159,494 159,135 623,629
At 31 December 2022 325,000 149,578 140,569 615,147

Cost or valuation at 31 December 2023 is represented by:

Fixtures
Long Plant and and
leasehold machinery fittings Totals
£    £    £    £   
Valuation in 2014 500,000 - - 500,000
Cost - 693,752 399,343 1,093,095
500,000 693,752 399,343 1,593,095

If long leasehold had not been revalued they would have been included at the following historical cost:

2023 2022
£    £   
Cost 536,348 536,348
Aggregate depreciation 536,348 536,348

Long leasehold were valued on a current market basis on 26 February 2014 by Roberts & Roberts, Chartered Surveyors .

This is treated as deemed cost at the date of transition to Financial Reporting Standard 102.

10. STOCKS
2023 2022
£    £   
Raw materials and work in progress 427,654 398,276

Sella Controls Limited (Registered number: 02937377)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

11. DEBTORS
2023 2022
£    £   
Amounts falling due within one year:
Trade debtors 5,314,810 2,984,679
Amounts recoverable on contract 2,349,027 2,809,003
Other debtors 9,227 7,000
Owed by group undertakings 3,694,653 4,164,930
Tax 147,964 -
Prepayments 418,043 452,863
11,933,724 10,418,475

Amounts falling due after more than one year:
Trade debtors 129,244 171,156

Aggregate amounts 12,062,968 10,589,631

12. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Bank loans and overdrafts (see note 14) - 364,644
Payments on account 1,432,479 905,006
Trade creditors 3,602,512 2,102,085
Amounts owed to group undertakings 856,353 -
Tax - 182,950
Social security and other taxes 1,047,882 741,780
Accrued expenses 313,377 305,642
7,252,603 4,602,107

13. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2023 2022
£    £   
Bank loans (see note 14) - 605,000

14. LOANS

An analysis of the maturity of loans is given below:

2023 2022
£    £   
Amounts falling due within one year or on demand:
Bank overdrafts - 187,144
Bank loans - 177,500
- 364,644

Amounts falling due between two and five years:
Bank loans - 2-5 years - 605,000

Sella Controls Limited (Registered number: 02937377)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

15. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2023 2022
£    £   
Within one year 353,702 334,387
Between one and five years 412,589 629,168
In more than five years 995,214 1,048,268
1,761,505 2,011,823

16. SECURED DEBTS

The following secured debts are included within creditors:

2023 2022
£    £   
Bank overdraft - 187,144
Bank loans - 782,500
- 969,644

17. PROVISIONS FOR LIABILITIES
2023 2022
£    £   
Deferred tax 34,651 63,236

Deferred
tax
£   
Balance at 1 January 2023 63,236
Utilised during year (28,585 )
Balance at 31 December 2023 34,651

18. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
200,000 Ordinary £1 200,000 200,000

19. RESERVES
Capital Share
Retained Revaluation redemption option
earnings reserve reserve reserve Totals
£    £    £    £    £   

At 1 January 2023 5,389,689 323,968 400,000 28,125 6,141,782
Profit for the year 393,632 393,632
Share options vested 28,125 - - (28,125 ) -
At 31 December 2023 5,811,446 323,968 400,000 - 6,535,414

Sella Controls Limited (Registered number: 02937377)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

20. ULTIMATE PARENT COMPANY

The ultimate parent undertaking is HIMA Paul Hildebrandt GmbH, Albert-Bassermann-Straße 28, 68782 Brühl, Germany. HIMA Paul Hildebrandt GmbH owns 100% of the immediate parent company, Sella Limited.

The consolidated financial statements of HIMA Paul Hildebrandt GmbH may be obtained from Bundesanzeiger, the German company register.

21. CONTINGENT LIABILITIES

In the normal course of business, the company has given bonds guaranteed by its bankers. The amount guaranteed is £94,848 (2022: £75,360).

22. OTHER FINANCIAL COMMITMENTS

The company has given a guarantee to the current bankers covering the liabilities due to the bank of whatever nature relating to the company. At the balance sheet date, the liability was £Nil (2022: £969,644).

23. RELATED PARTY DISCLOSURES

The company paid rent and service charges to a pension scheme in which two of the directors are trustees and beneficiaries of £85,889 (2022: £64,191). Included in trade creditors is a balance due to the pension scheme of £24,449 (2022: £78,396).

24. EMPLOYEE BENEFITS

Included within the notes to the financial statements are payments to the defined contribution pension scheme.

25. SHARE-BASED PAYMENT TRANSACTIONS

In 2021, the parent company Sella Ltd granted 15,000 share options to an employee, at an exercise price of £2.25.

During the year, 12,500 options were exercised in the parent company, Sella Limited.