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REGISTERED NUMBER: 03121018 (England and Wales)















Photronics (UK) Limited

Strategic Report, Report of the Director and

Financial Statements for the Year Ended 31 October 2023






Photronics (UK) Limited (Registered number: 03121018)






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




Page

Company Information 1

Strategic Report 2

Report of the Director 5

Report of the Independent Auditors 6

Statement of Comprehensive Income 9

Balance Sheet 10

Statement of Changes in Equity 11

Notes to the Financial Statements 12


Photronics (UK) Limited

Company Information
for the Year Ended 31 October 2023







Director: E Rivera



Registered office: 1 Technology Drive
Bridgend
Mid Glamorgan
CF31 3LU



Registered number: 03121018 (England and Wales)



Auditors: Haines Watts Wales LLP, Statutory Auditors
7 Neptune Court
Vanguard Way
Cardiff
CF24 5PJ



Bankers: Royal Bank of Scotland
Third Avenue
Trafford Park
Manchester
ML7 1NW

Photronics (UK) Limited (Registered number: 03121018)

Strategic Report
for the Year Ended 31 October 2023

The director presents his strategic report for the year ended 31 October 2023.

Photronics (UK) Limited ("the company") is a wholly-owned subsidiary of Photronics Inc ("the Group") and operates as par of the group's European division. The company's principal activities are the manufacture and sale of photomasks to the semiconductor industry in Europe and Asia.

Review of business
As shown in the company's profit and loss account on page 8, the company's sales have decreased by 2.3% over the prior year and the profit after tax for the year is £805,076 (2022: £1,305,247). The decrease in sales is due to a reduction in revenue from a small number of accounts that are serviced by other group companies as a result of market conditions that were prevalent in the period. The business' ability to maintain tight cost controls has largely been maintained throughout the year but the business has been negatively affected by an increase in utility costs, given the worldwide increase in gas and electricity unit price on the back of the Russia/Ukraine conflict. In addition, 2022 benefitted from a gain on foreign exchange that was not repeated in 2023, meaning that the profit on ordinary activities before taxation has fallen from 7.6% in 2022 to 5.3% in 2023.

The balance sheet on page 9 of the financial statements shows that the company's financial position at the year-end continues to be strong, with a net asset position of £43,407,791 (2022: £42,602,715), increasing as a result of the profit generated during the financial year and discussed above.

Photronics Inc group manages its operations on a divisional basis. For this reason, the company's directors believe that further key performance indicators for the company are not necessary or appropriate for an understanding of the development, performance or position of the business. The performance of the European division of Photronics Inc is discussed in the group's 10-K Annual Report, which does not form part of this report.


Employees

Details of the number of employees and related costs can be found in note 3 to the financial statements.

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the company continues and that appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The company participates in the Photronics Inc group's policies and practices to keep employees informed on matters relevant to them as employees through regular meetings and newsletters. Employee representatives are consulted regularly on a wide range of matters affecting their interests. The group employee share scheme has been running successfully since its inception and is open to all employees.

Environment
The Photronics Inc. group, of which the company is a member, recognises the importance of its environmental responsibilities, monitors its impact on the environment, and designs and implements policies to reduce damage that might be caused by the group's activities. The company operates in accordance with group policies, which are described in the group's annual report which does not form part of this report. Initiatives designed to minimise the company's impact on the environment include the safe disposal of manufacturing waste, recycling and reducing energy consumption.

Future Developments
There have not been any significant changes in the company's principal activities in the year under review. The directors are not aware, at the date of this report, of any likely major changes in the company's principal activities in the forthcoming financial year.


Photronics (UK) Limited (Registered number: 03121018)

Strategic Report
for the Year Ended 31 October 2023

Principal risks and uncertainties
Competitive pressure in Europe is a continuing risk for the company, which could result in it losing sales to key competitors. The company manages this risk by providing added value services to its customers, having fast response times not only in supplying products but in handling all customer queries, and by maintaining strong relationships with customers.

The company continues to monitor and assess the risks to the business of the United Kingdom leaving the European Union as well as the effects that this has had on its customers, suppliers, employees and other stakeholders. Given that the market in which the company operates is free from duties and tariffs and considering the delivery methods currently in operation, then management currently regard the impact to be minimal.

In previous years, the spread of COVID-19 severely impacted many local economies around the globe but the risk has substantially reduced in the financial year. Despite this, the company continues to monitor the effectiveness of its procedures around social distancing and general pandemic control, ensuring that the Safety of our employees and those in our care is our first priority and is at the forefront of any continued response to the pandemic.

Group risks are discussed in the group's annual report which does not form part of this report, but is available as disclosed in note 17 to the financial statements.

Section 172(1) statement
The board of directors of Photronics (UK) Ltd consider both individually and collectively, that they have acted in a manner they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its employees, customers, suppliers and members, as well as the wider community and environment, whilst maintaining a reputation for high standards of business conduct. The paragraphs below set out how the Directors have fulfilled their duties under the Section 172 requirements.
.

Consequences of any decision in the long term
The company maintain a business plan with a 12 month horizon setting out the financial and capital implications of strategic and other business decisions, such as acquisitions, structure and product development. The plan is developed through input from sales, operations and finance and reviewed annually by directors of the ultimate parent company.

The Group has an unwavering commitment to quality, dedicated employees and constructive customer collaboration, growing into a leading global enterprise and recognised globally for providing exceptional customer service, leading technology and outstanding value to customers. This is emphasised through long term collaboration in strategic partnerships and prudent investments, continually expanding capacity, technology and capability.

Interest of the company's employees
The health, safety and well-being of our employees is our primary consideration in the way that we operate. We aim to be a responsible employer in our approach to pay and benefits and employees can volunteer as first aiders and fire marshals for which they receive a monthly payment. Awards are made for long service and both a life assurance and death in service scheme are provided for all employees. The group also operates an employee share scheme that is open to participation by all employees.

Our mission is to exceed the expectations of our stakeholders and this is in turn accomplished through a skilled and dedicated workforce, coupled with a positive work environment, delivering quality, service . and value, whilst maintaining the highest levels of satisfaction throughout the company.

Interest of the company's suppliers, customers and others
The company understands that each of our customers has unique needs and value is at the heart of our customer services and product offerings. We continually strive to develop and improve our processes and investigate any concerns promptly and thoroughly in order to identify root cause and implement any corrective actions.
The company builds long-standing relationships with its suppliers and ensures that all conditions of supply are adhered to, including paying for goods and services within the agreed terms.


Photronics (UK) Limited (Registered number: 03121018)

Strategic Report
for the Year Ended 31 October 2023

Impact on company's operations on the community and environment
The company considers the carrying out of business with consideration to conserving the global environment as crucial to the company's sustainable development. The company continues to observe all laws and regulations relating to the environment and has implemented capital projects during the year that reduce energy consumption as a result of both its operations and general footprint, including office and administrative spaces.

Our employees do their part to reduce waste in compliance with all internal and external environmental regulations. One example of this commitment is our substrate and compact reclaim program, which reduces waste while also protecting the intellectual property of our customers.

Maintaining a reputation for high standards of business conduct
As the Board of directors, our intention is to operate in the correct manner, ensuring compliance with all regulatory obligations and ensuring that management operates the business in a responsible manner. We continue to operate in line with company policies and procedures and as a subsidiary of a NASDAQ listed company, comply with the internal control requirements set out under the Sardines-Oxley Act of 2002, certifying the accuracy and completeness of filings made to the Securities and Exchange Commission.

The company strives to be the industry leader for the ideals of continuous improvement, customer satisfaction, employee involvement and business integrity, applying these principles to product stewardship, environmental protection, employee health and safety, while also aligning operations with the Electronic Industry Code of Conduct.

The need to act fairly between members of the Company

The issued share capital of the company was entirely owned by the immediate and ultimate parent company and ultimate controlling party during the reporting period so the risk of acting unfairly does not arise.

On behalf of the board:





E Rivera - Director


31 October 2024

Photronics (UK) Limited (Registered number: 03121018)

Report of the Director
for the Year Ended 31 October 2023

The director presents his report with the financial statements of the company for the year ended 31 October 2023.

Dividends
No dividends will be distributed for the year ended 31 October 2023.

Director
Ms R E Burr held office from 1 November 2022 until after 31 October 2023 but prior to the date of this report.
E Rivera was appointed as a director after 31 October 2023 but prior to the date of this report.

Statement of director's responsibilities
The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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.

Statement as to disclosure of information to auditors
So far as the director is 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 he 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.

Auditors
The auditors, Haines Watts Wales LLP, Statutory Auditors, will be proposed for re-appointment at the forthcoming Annual General Meeting.

On behalf of the board:





E Rivera - Director


31 October 2024

Report of the Independent Auditors to the Members of
Photronics (UK) Limited

Opinion
We have audited the financial statements of Photronics (UK) Limited (the 'company') for the year ended 31 October 2023 which comprise the Statement of 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 October 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information
The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, 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 Director 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 Director have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception
In the light of the knowledge and understanding of the 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 Director.

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 director's remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Report of the Independent Auditors to the Members of
Photronics (UK) Limited


Responsibilities of director
As explained more fully in the Statement of Director's Responsibilities set out on page five, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our planning procedures identify the legal and regulatory frameworks applicable to the operations and financial
statements of the company. These are reviewed internally with the audit team including relevant industry experience
and expectations as well as externally with the client management. The key laws and regulations we considered in this context were the UK Companies Act 2006, UK GAAP (FRS 102) and relevant tax legislation.

Once identified, we assess the risks of material misstatements in relation to the laws and regulations, irregularities,
including fraud and adjust our testing accordingly. Our audit procedures include:

- Discussing with Directors and management which areas of the business they believe to be more susceptible to
fraud, and whether they have any knowledge or suspicion of fraudulent activities.
- Discussing with Directors and management the legal and regulatory obligations of the business and whether they
have any knowledge or suspicion of non-compliance.
- Obtaining an understanding of the key controls put in place by the company to address risks identified,
assessing the effectiveness of those and discussing how these are maintained and monitored internally.
- Assessing the risk of management override and review and testing of journal entries made into the accounting
system.
- Challenging assumptions and judgements made by the company in relation to the significant accounting
estimates employed in the preparation of the financial statements.

Despite the audit being planned and conducted in accordance with ISAs (UK) there remains an unavoidable risk that material misstatements in the financial statements may not be detected owing to inherent limitations of the audit, and that by their very nature, any such instances of fraud or irregularities likely involve collusion, forgery, intentional
misrepresentation, or the override of internal controls.

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
Photronics (UK) 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.




Victoria Carter (Senior Statutory Auditor)
for and on behalf of Haines Watts Wales LLP, Statutory Auditors
7 Neptune Court
Vanguard Way
Cardiff
CF24 5PJ

31 October 2024

Photronics (UK) Limited (Registered number: 03121018)

Statement of Comprehensive
Income
for the Year Ended 31 October 2023

2023 2022
Notes £    £   

Turnover 21,682,245 22,187,965

Cost of sales (17,106,333 ) (17,935,086 )
Gross profit 4,575,912 4,252,879

Administrative expenses (3,429,433 ) (2,656,358 )
1,146,479 1,596,521

Other operating income - 78,438
Operating profit 1,146,479 1,674,959

Interest receivable and similar income 7,799 2,078
Profit before taxation 4 1,154,278 1,677,037

Tax on profit 5 (349,202 ) (371,790 )
Profit for the financial year 805,076 1,305,247

Other comprehensive income - -
Total comprehensive income for the year 805,076 1,305,247

Photronics (UK) Limited (Registered number: 03121018)

Balance Sheet
31 October 2023

2023 2022
Notes £    £   
Fixed assets
Intangible assets 7 - -
Tangible assets 8 1,220,507 1,110,146
Investments 9 40,556,522 40,556,522
41,777,029 41,666,668

Current assets
Stocks 10 518,536 425,907
Debtors 11 4,380,411 4,515,260
Cash at bank and in hand 2,329,741 1,822,753
7,228,688 6,763,920
Creditors
Amounts falling due within one year 12 (5,414,039 ) (5,697,301 )
Net current assets 1,814,649 1,066,619
Total assets less current liabilities 43,591,678 42,733,287

Provisions for liabilities 14 (183,887 ) (130,572 )
Net assets 43,407,791 42,602,715

Capital and reserves
Called up share capital 15 36,822,374 36,822,374
Other reserves 16 765,881 765,881
Retained earnings 16 5,819,536 5,014,460
Shareholders' funds 43,407,791 42,602,715

The financial statements were approved by the director and authorised for issue on 31 October 2024 and were signed by:





E Rivera - Director


Photronics (UK) Limited (Registered number: 03121018)

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

Called up
share Retained Other Total
capital earnings reserves equity
£    £    £    £   
Balance at 1 November 2021 36,822,374 5,869,990 765,881 43,458,245

Changes in equity
Dividends - (2,160,777 ) - (2,160,777 )
Total comprehensive income - 1,305,247 - 1,305,247
Balance at 31 October 2022 36,822,374 5,014,460 765,881 42,602,715

Changes in equity
Total comprehensive income - 805,076 - 805,076
Balance at 31 October 2023 36,822,374 5,819,536 765,881 43,407,791

Photronics (UK) Limited (Registered number: 03121018)

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

1. Statutory information

Photronics (UK) 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.

The functional currency of Photronics (UK) Limited is considered to be pound sterling because that is the currency of the primary economic environment in which the company operates.

Photronics (UK) Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exceptions available to it in respect of its separate financial statements. Photronics (UK) Limited is consolidated in the financial statements of its parent, Photronics Inc, which may be obtained at 15 Sector Road, Brookfield , Connecticut USA 06804. Exceptions have been taken in these separate company financial statements in relation to share-based payments, financial instruments, presentation of a cash flow statement and remuneration of key personnel.

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
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

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

Goodwill has been written off over the expected useful economic life of 20 years.

Patent and licences are being amortised evenly over their estimated useful life of 10 years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.
Long leasehold - 15-40 years on cost
Plant and machinery - 3-15 years on cost

No depreciation is applied to assets in the course of construction. On commissioning of fixed assets not in service, the costs are transferred to the relevant category and depreciation commences.

Stocks
Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.


Photronics (UK) Limited (Registered number: 03121018)

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

2. Accounting policies - continued
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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 does not operate a pension scheme. It does, however contribute to private pension schemes held by employees at a rate between 1% and 6% of the employee's pensionable pay. The cost of these contributions is charged to the profit and loss account as it is incurred.

Photronics (UK) Limited (Registered number: 03121018)

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

2. Accounting policies - continued

Impairment of assets
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below

Non-financial assets

An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is higher of its fair value less cost to sell and its value in use.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset ot the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised

Financial Assets

For financial assets carried at amortized cost, the amount of the impairment is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset's carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occuring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Share-based payments
The company's ultimate parent operates an equity-settled share-based compensation plan, under which options may be granted to employees of the company. The required disclosures are therefore included in Photronics Inc's consolidated financial statements.

Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payment is expensed on a straight-line basis over the vesting period, based on the company's estimate of shares that will eventually vest. Fair value is measured by use of the Black-Scholes model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

Share options
The company grants to its employees rights to equity instruments of Photronics Inc, its parent company. Photronics (UK) Limited measures its share-based payment expense as a proportion of the expense recognised for the entire share-based payment scheme based on the number of employees participating in the scheme.

3. Employees and directors
2023 2022
£    £   
Wages and salaries 4,836,836 4,698,091

Photronics (UK) Limited (Registered number: 03121018)

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

3. Employees and directors - continued

The average number of employees during the year was as follows:
2023 2022

Production 78 75
Sales and Distribution 8 8
Administration 9 9
95 92

2023 2022
£    £   
Directors' remuneration - -

4. Profit before taxation

The profit is stated after charging/(crediting):

2023 2022
£    £   
Hire of plant and machinery - 23,583
Depreciation - owned assets 148,704 426,600
Foreign exchange differences 89,233 (481,526 )

5. Taxation

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2023 2022
£    £   
Current tax:
UK corporation tax 295,887 383,742

Deferred tax 53,315 (11,952 )
Tax on profit 349,202 371,790

Photronics (UK) Limited (Registered number: 03121018)

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

5. Taxation - continued

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

2023 2022
£    £   
Profit before tax 1,154,278 1,677,037
Profit multiplied by the standard rate of corporation tax in the UK of 22.518%
(2022 - 19%)

259,920

318,637

Effects of:
Expenses not deductible for tax purposes 126,617 90,946
Capital allowances in excess of depreciation (50,883 ) -
Depreciation in excess of capital allowances - 6,454
Movements on short term timing differences 14 (8,059 )
Adjustment in respect of share options (39,427 ) (23,836 )
Group relief (354 ) (400 )
Movement in deferred tax 53,315 (11,952 )
Total tax charge 349,202 371,790

6. Dividends
2023 2022
£    £   
Ordinary Shares shares of £1 each
Final - 2,160,777

7. Intangible fixed assets
Goodwill
£   
Cost
At 1 November 2022
and 31 October 2023 10,630,047
Amortisation
At 1 November 2022
and 31 October 2023 10,630,047
Net book value
At 31 October 2023 -
At 31 October 2022 -

Photronics (UK) Limited (Registered number: 03121018)

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

8. Tangible fixed assets
Assets in
Long Plant and course of
leasehold machinery construction Totals
£    £    £    £   
Cost
At 1 November 2022 192,642 23,918,904 226,757 24,338,303
Additions - 3,994 255,071 259,065
Reclassification/transfer - 405,694 (405,694 ) -
At 31 October 2023 192,642 24,328,592 76,134 24,597,368
Depreciation
At 1 November 2022 192,642 23,035,515 - 23,228,157
Charge for year - 148,704 - 148,704
At 31 October 2023 192,642 23,184,219 - 23,376,861
Net book value
At 31 October 2023 - 1,144,373 76,134 1,220,507
At 31 October 2022 - 883,389 226,757 1,110,146

9. Fixed asset investments
Investment
in
subsidiaries
£   
Cost
At 1 November 2022
and 31 October 2023 40,556,522
Net book value
At 31 October 2023 40,556,522
At 31 October 2022 40,556,522

Further detail regarding the above investment in subsidiary undertakings is included in note 18 of these financial statements.

10. Stocks
2023 2022
£    £   
Stocks 2,227 8,938
Raw materials 428,498 323,632
Work-in-progress 87,811 93,337
518,536 425,907

11. Debtors: amounts falling due within one year
2023 2022
£    £   
Trade debtors 3,548,454 3,833,706
Amounts owed by fellow subsidiaries 22,970 43,724
Other debtors 85,732 78,610
Prepayments 723,255 559,220
4,380,411 4,515,260

Photronics (UK) Limited (Registered number: 03121018)

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

12. Creditors: amounts falling due within one year
2023 2022
£    £   
Trade creditors 978,371 1,072,564
Amounts owed to parent company 3,223,660 3,379,686
Amounts owed to fellow subsidiaries 46,546 239,122
Tax 311,557 7,707
Other creditors 650,787 668,065
Accruals and deferred income 203,118 330,157
5,414,039 5,697,301

13. Leasing agreements

Minimum lease payments under non-cancellable operating leases fall due as follows:
2023 2022
£    £   
Within one year 267,185 220,000
Between one and five years 610,259 806,667
877,444 1,026,667

14. Provisions for liabilities
2023 2022
£    £   
Deferred tax 183,887 130,572

Deferred
tax
£   
Balance at 1 November 2022 130,572
Provided during year 53,315
Balance at 31 October 2023 183,887

15. Called up share capital

The company has one class of ordinary shares which carry no fixed right to income.

The share option reserve relates to the cumulative recognised expense relating to equity-settled share-based payment transactions, together with expense relating to the ultimate parent company's employee stock purchase plan.

The fair value of option grants is determined with the closing price on the day of the grant using the Black-Scholes option pricing model. Expected volatility is based on the historical volatility of the parent company's stock, whilst the company uses historical option exercise behaviour and employee termination data to estimate option life, representing the period of time that the options granted are expected to remain outstanding.

The profit and loss reserve represents cumulative profits or losses net of dividends paid and other adjustments.

Photronics (UK) Limited (Registered number: 03121018)

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

16. Reserves
Retained Other
earnings reserves Totals
£    £    £   

At 1 November 2022 5,014,460 765,881 5,780,341
Profit for the year 805,076 805,076
At 31 October 2023 5,819,536 765,881 6,585,417

17. Ultimate parent company

Photronics Inc (incorporated in USA ) is regarded by the director as being the company's ultimate parent company.

The immediate and ultimate parent company and ultimate controlling party is Photronics Inc. a company registered in the United States of America. Copies of the group financial statements of Photronics Inc. are available from 15 Secor Road, Brookfield, Connecticut, USA 06804.

Photronics Inc. is the smallest and largest group into which the results of Photronics (UK) Limited are
consolidated.

18. Subsidiaries

Details of the company's subsidiary as at 31 October 2023 are as follows:




Subsidiary undertaking Country of Incorporation Shareholding
Photronics Mask Corporation Hefei China Ordinary Shares 64%


Photronics Mask Corporation Hefei, registered address, 1606, Chuang Xin Chan Ye Yuan Er Qi, No.2800, Chuang Xin Blvd, Hi-Tech District, Hefei, Anhui, China, is a company engaged in the manufacture of photomasks for use in the electronics industry and commenced trading in early 2019.