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Registered number: 02129153










HAM-LET CFS LTD










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
HAM-LET CFS LTD
 
 
COMPANY INFORMATION


Directors
B E Harding (appointed 14 March 2023)
E Parnafes (appointed 28 February 2019)
A Widmann (resigned 14 March 2023)




Company secretary
E Parnafes



Registered number
02129153



Registered office
12 Trafalgar Way
Bar Hill

Cambridge

CB23 8SQ




Independent auditors
MHA
Chartered Accountants and Statutory Auditors

6th Floor

2 London Wall Place

London

EC2Y 5AU





 
HAM-LET CFS LTD
 

CONTENTS



Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditors' report
6 - 9
Statement of comprehensive income
10
Balance sheet
11 - 12
Statement of changes in equity
13
Notes to the financial statements
14 - 34


 
HAM-LET CFS LTD
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Business review

The principal activity of the Company continues to be the design, assembly, test and supply of gas and fluid components and systems predominantly for original equipment manufacturers in the semiconductor market. In addition to this, the Company seeks to secure large gas fluid systems projects and installation work in other markets. 
As shown in the Income Statement the revenue decreased to £32.3M (2022-£34.6M), primarily due to decrease in the distribution division sales by £2.8M, the manufacturing division sales were similar to 2022 with an increase of £581,000 in 2023.
The company managed to achieve similar profit as 2022 on lower sales due to the better product mix and lower sales in the distribution division which operates on lower gross margins. 
The average number of employees increased during the financial year ended 31 December 2023 to enable the entity to service the customer demands. 

KPIs

2023
2022
        £
Revenue 000s

32,345

34,717

Gross margin (%)

15

15

Operating profit £000s

2,854

3,039

Operating margin (%)

9

9

Average number of employees

94

87


Future Developments

The company is part of UCT group a NASDAQ traded company. Future developments are subject to UCT’s board decisions due to the industry downturn. The Semi-Conductor market can change rapidly, both from a downturn and upturn perspective.

Page 1

 
HAM-LET CFS LTD
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Principal risks and uncertainties
 
Competition Risk
The company continues to operate in a competitive market where new and existing businesses compete for market share. Uncertainty and pressure within the supply chain has heightened the risk to continuity of supply to our customers.
Our main competitors are in central Europe. UK based competition is less of a risk and only a threat to our UK based customers. Being part of UCT has reduced the overall risk. 
Credit Risk
The company is subject to credit risk from its trade receivables. The Company has in place provision policy for unrecoverable debts and does a credit check on new and existing customers. In accordance with the usual business practice for major installation projects the Company requires partial advanced payments to mitigate its exposure to credit risk. In addition the company is insuring it’s accounts receivables above $40,000 with an Israeli insurance company as part of it’s group policy. 
Foreign currency risk
The company has significant cash flows in US dollars and Euros. The risk is minimised as the Company uses US dollars and Euros for both purchases and sales. Further, these cash flows during the year have not resulted in substantial currency exposure for the Company. 
Impact of war between Ukraine and Russia
The company has considered the impact of the war, we do not have customers or suppliers in the region and as such the impact is limited to increased fuel costs.

Going concern
 
The Company’s business activities, together with the future developments, performance, financial position, and uncertainties, along with the Company’s polices and processes are set above in the Strategic report. The Directors have considered these risks and the Financial statements have been prepared on a going concern basis, which assumes the Company will continue to be able to meet its liabilities as they fall due for at least 12 months following the date of approval of these financial statements, having considered the impact of the war in Russia and Ukraine as disclosed in the Strategic and Directors Report.

Page 2

 
HAM-LET CFS LTD
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Other key performance indicators
 

2023
2022
Creditor days
41
42
Debtor days (manufacturing)
42
45
Debtor days (distribution)
73
72

 

2023
2022
OTD customers
93.1%
90%

Directors' statement of compliance with duty to promote the success of the Company
The likely consequences of any decision in the long term
The company is controlled immediately by parent  Ham-Let (Israel-Canada) Ltd. All local UK decisions are reviewed by the management team of the parent to consider both the needs of the UK subsidiary and the requirements and expectations of the parent company.
The interest of the company’s employees
The Directors believe that the employees serve an integral part in carrying out the strategic direction of the company. Our focus is to maintain a culture that supports and encourages a healthy lifestyle and provide a high quality affordable benefits package that is truly valued by our employees.
The need to foster the company’s business relations with suppliers, customers and others
We believe in strong long-term partnerships working closely with suppliers and serving the needs of our buyers.
The impact of the company’s operations on the community and environment
Our vision is to successfully align our strategy and operations with our values as a responsible global company in a thoughtful and authentic manner. Incorporating environmental, social and governance goals into our operating framework reflects our longstanding commitment to our customers, partners, shareholders, employees and the communities in which we operate. It’s the right thing to do for our company and our stakeholders.
The desirability of the company maintaining a reputation for high standards of business conduct 
Our Board of Directors provides guidance and oversight and ensures that we maintain our high ethical standards. Effective corporate governance requires achieving the right mix of experience, background and diversity in perspectives; this is particularly important in a complex and highly technical business like ours.
The need to act fairly as between members of the company
The directors of the company make decisions based on all relevant information, making the best decision for the
Company.
 
This report was approved by the board on 7 October 2024 and signed on its behalf.



E Parnafes
Director

Page 3

 
HAM-LET CFS LTD
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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 judgments 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The profit for the year, after taxation, amounted to £2,037,855 (2022 - £2,398,434).

Dividends were declared as at 31 December 2023 amounting to £1,213,848 (2022: £nil). 

Directors

The directors who served during the year were:

B E Harding (appointed 14 March 2023)
E Parnafes (appointed 28 February 2019)
A Widmann (resigned 14 March 2023)

Future developments

The details of the future developments can be found on page 1 of the Strategic Report. 

Page 4

 
HAM-LET CFS LTD
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

The auditors, MHA, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 7 October 2024 and signed on its behalf.
 





E Parnafes
Director

Page 5

 
HAM-LET CFS LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HAM-LET CFS LTD
 

Opinion


We have audited the financial statements of Ham-let CFS Ltd (the 'Company') for the year ended 31 December 2023, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (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 United Kingdom, including the Financial Reporting Council'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.


Page 6

 
HAM-LET CFS LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HAM-LET CFS LTD (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


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 Directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, 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 Directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the 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.


Page 7

 
HAM-LET CFS LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HAM-LET CFS LTD (CONTINUED)


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 an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
- 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 review of accounting estimates for bias;
- Reviewing financial statement disclosures and testing supporting documentation to assess compliance with applicable laws and regulations.



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 Auditors' report.


Page 8

 
HAM-LET CFS LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HAM-LET CFS LTD (CONTINUED)


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 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Stephen Poleykett BA (Hons) FCA (Senior statutory auditor)
  
for and on behalf of
MHA
 
Chartered Accountants and Statutory Auditors
  
London,United Kingdom
 


27 November 2024
MHA is the trading name of Maclntyre Husdon LLP, a limited liability partnership in England and Wales (registered number OC312313).
Page 9

 
HAM-LET CFS LTD
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
32,344,949
34,716,684

Cost of sales
  
(27,358,476)
(29,561,086)

Gross profit
  
4,986,473
5,155,598

Administrative expenses
  
(2,321,059)
(1,963,522)

Expected credit loss
 16 
188,435
(159,316)

Operating profit
 5 
2,853,849
3,032,760

Interest payable and similar expenses
 9 
(98,326)
(53,411)

Profit before tax
  
2,755,523
2,979,349

Tax on profit
 10 
(717,668)
(580,915)

Profit for the financial year
  
2,037,855
2,398,434

Other comprehensive income:
  

Items that will not be reclassified to profit or loss:
  

Total comprehensive income for the year
  
2,037,855
2,398,434

The notes on pages 14 to 34 form part of these financial statements.

Page 10

 
HAM-LET CFS LTD
REGISTERED NUMBER: 02129153

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

  

Fixed assets
  

Intangible assets
 12 
9,248
14,449

Tangible assets
 13 
2,527,934
1,130,829

Investments
 14 
21,278
21,278

  
2,558,460
1,166,556

Current assets
  

Stocks
 15 
5,766,791
5,871,016

Debtors: amounts falling due within one year
 16 
7,113,540
7,563,837

Cash at bank and in hand
 17 
1,409,577
2,901,324

  
14,289,908
16,336,177

Creditors: amounts falling due within one year
 18 
(6,702,947)
(9,137,230)

Net current assets
  
 
 
7,586,961
 
 
7,198,947

Total assets less current liabilities
  
10,145,421
8,365,503

  

Creditors: amounts falling due after more than one year
 19 
(1,328,586)
(456,033)

  
8,816,835
7,909,470

Provisions for liabilities
  

Deferred taxation
 22 
(139,988)
(70,138)

Other provision
  
(178,908)
(165,400)

  
 
 
(318,896)
 
 
(235,538)

  

Net assets
  
8,497,939
7,673,932


Capital and reserves
  

Called up share capital 
 24 
59,375
59,375

Profit and loss account
 25 
8,438,564
7,614,557

  
8,497,939
7,673,932


Page 11

 
HAM-LET CFS LTD
REGISTERED NUMBER: 02129153
    
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 7 October 2024.




E Parnafes
Director

The notes on pages 14 to 34 form part of these financial statements.

Page 12

 
HAM-LET CFS LTD
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2022
59,375
5,216,123
5,275,498


Comprehensive income for the year

Profit for the year
-
2,398,434
2,398,434
Total comprehensive income for the year
-
2,398,434
2,398,434



At 1 January 2023
59,375
7,614,557
7,673,932


Comprehensive income for the year

Profit for the year
-
2,037,855
2,037,855
Total comprehensive income for the year
-
2,037,855
2,037,855


Contributions by and distributions to owners

Dividends: Equity capital
-
(1,213,848)
(1,213,848)


At 31 December 2023
59,375
8,438,564
8,497,939


The notes on pages 14 to 34 form part of these financial statements.

Page 13

 
HAM-LET CFS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Ham-Let CFS Ltd (the Company) is a private company, limited by shares, registered and incorporated in England and Wales. The Company's registered number and registered office address can be found on the Company Information page. 
The principal activity of the Company continues to be the design, assembly, test and supply of gas fluid components and systems predominantly for original equipment manufacturers in the semiconductor market. In addition to this, the Company seeks to secure large gas fluid systems projects and installation work in other markets. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework'  and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
Financial Reporting Standard 101 - reduced disclosure exemptions

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

The Company has taken advantage of the following disclosure exemptions under FRS 101:
- the requirement of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Cutsomers.
- the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of paragraph 79(a)(iv) of IAS 1, and paragraph 73(e) of IAS 16 Property, Plant and Equipment.
- the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements.
- the requirements of IAS 7 Statement of Cash Flows.
- the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures.
- the requirements of IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.
- the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.

Page 14

 
HAM-LET CFS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.2

New standards, amendments, IFRIC interpretations and new relevant disclosure requirements

The company has not adapated and amended  new standards for the first time for its annual reporting period commencing 1 January 2023. 

 
2.3

Going concern

These financial statements have been prepared on a going concern basis, which assumes the Company will continue to be able to meet its liabilities as they fall due for at least 12 months following the date of approval of these financial statements, having considered the impact of the war between Russia and Ukraine as disclosed in the Directors Report. 

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP and rounded to the nearest £1.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 15

 
HAM-LET CFS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

The Company has contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company adjusts the transaction prices of these contracts for the time value of money.

Sale of goods

Revenue from the sale of goods is recognised on the satisfaction of performance obligations, such as the transfer of a promised good, identified in the contract between the Company and the customer.

A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.

Rendering of services

Revenue from providing services is recognised in the accounting period in which the services are rendered.

For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided because the customer receives and uses the benefits simultaneously.

 
2.6

Leased assets: the Company as lessee

The Company assesses whether a contract is or contains a lease, at inception of the contract. The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee. For these leases, the Company recognises the lease payments as an operating expense on a straight line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economics benefits from the  eased assets are consumed. 
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the rate implicit in the lease. If this rate cannot be readily determined, the lessee uses its incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate. 

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 16

 
HAM-LET CFS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.8

Pensions

Defined contribution pension plan

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 payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.10

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

 The estimated useful lives range as follows:

Computer software
-
3
years

Page 17

 
HAM-LET CFS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model 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 charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery
-
12.5% straight-line
Motor vehicles
-
25% straight-line
Office equipment
-
25% straight-line

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 in profit or loss.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each Balance sheet. Gains and losses on remeasurement are recognised in the Statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 18

 
HAM-LET CFS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.16

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

 
2.17

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

 
2.18

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.19

Financial instruments



The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:

Financial assets and financial liabilities are initially measured at fair value. 

Financial assets

All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.

Fair value through profit or loss

All of the Company's financial assets are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset. 
Page 19

 
HAM-LET CFS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.19
Financial instruments (continued)


Impairment of financial assets

The Company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

Financial liabilities

Fair value through profit or loss

Financial liabilities are classified as at fair value through profit or loss, when the financial liability is held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship.

At amortised cost

Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.

 
2.20

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 20

 
HAM-LET CFS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results may ultimately differ from those estimates.
The critical estimates in applying these policies are:
Assessing indicators of impairment
In assessing whether there have been any indicators of impairment to assets, the Directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability. There have been no indicators of impairments identified during the current financial year.
Recoverability of receivables
The Company establishes a provision for receivables that are estimated not to be recoverable. When assessing recoverability the Directors consider factors such as the ageing of receivables, past experiences of recoverability, and the credit profile of groups of customers. 
Provision for slow moving inventories 
Inventories are held at the lower of cost or net realisable value. When inventories become old or obsolete, an estimate is made of their net realisable value. For individually significant amounts this estimation is performed on an individual basis. Amounts which are not individually significant, but which are old or obsolete, are assessed collectively and a provision applied according to the inventory type and the degree of ageing or obsolescence.
Dilapidation provision
Management apply judgement in providing for future dilapidation payments on the leased properties. This is outlined further in note 22. 
Determining residual values and useful economic lives of property, plant and equipment
The Company depreciates tangible assets over their estimated useful lives. The estimation of the useful lives of assets is based on historic performance as well as expectation about future use, and therefore requires estimates and assumptions to be applied by management. The actual lives of these assets can vary depending on a variety of factors including technological innovation, product life cycles and maintenance programmes. 
Judgement is applied by management when determining the residual value for plant, machinery and equipment. When determining the residual value, management aims to assess the amount that the Company would currently obtain for the disposal of the asset, if it were already of the condition expected at the end of its useful economic life. Where pissible this is done with reference to external market prices. 
Determining residual values and useful economic lives of intangible assets
The Company amortises intangible assets over their estimated useful lives. The estimation of the useful lives of intangible assets is based on historic performance as well as expectations about future use, and therefore requires estimates and assumptions ot be applied by management. 
 
Page 21

 
HAM-LET CFS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.Judgments in applying accounting policies (continued)

Where the useful estimated life cannot be reliably estimated this is deemed to be a period of less than 10 years. 
Judgement is applied by management when determining the residual values for intangible assets. When determining the residual value, management aims to assess the amount that the Company would currently obtain for the disposal of the assrt with reference to external market prices where available. 
Deferred tax
The recognition of the deferred tax asset is based upon whether there will be sufficient taxable profits available in the future, against which the reversal of temporary differences can be deducted. 
Recognition involves judgment regarding the future financial performance of the Company. 
Leases
IFRS 16 requires management to apply judgement in determining what classifies as a lease, calculating the lease life and using an appropriate discount rate when calculating the lease liability. 


4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Sale of goods
32,344,949
34,716,684

32,344,949
34,716,684


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
15,354,621
17,190,259

Rest of Europe
16,464,060
17,256,003

Rest of the world
526,268
270,422

32,344,949
34,716,684


Page 22

 
HAM-LET CFS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Depreciation of tangible fixed assets
387,378
246,194

Amortisation of intangible assets, including goodwill
5,201
5,515

Exchange differences
100,766
(214,968)

Defined contribution pension cost
194,514
199,602

 


6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors and their associates:


2023
2022
£
£

The auditing of accounts of the Company
32,860
31,000

Taxation compliance services
3,180
3,000

All non-audit services not included above
4,770
4,500

Page 23

 
HAM-LET CFS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Employees

Staff costs, including directors' remuneration, were as follows:


2023
2022
£
£

Wages and salaries
3,525,036
3,332,354

Social security costs
368,123
329,375

Cost of defined contribution scheme
194,514
199,602

4,087,673
3,861,331


The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Production staff
72
54



Sales and administrative staff
32
33



Directors
-
1

104
88


8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
-
114,410

Company contributions to defined contribution pension schemes
-
6,279

-
120,689


During the year retirement benefits were accruing to no directors (2022 - £6,279) in respect of defined contribution pension schemes.

Page 24

 
HAM-LET CFS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
-
929

Other interest payable
38,533
41,323

Finance leases and hire purchase contracts
59,793
11,159

98,326
53,411


10.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
647,818
570,098


647,818
570,098


Total current tax
647,818
570,098

Deferred tax


Origination and reversal of timing differences
69,850
10,817

Total deferred tax
69,850
10,817


Tax on profit
717,668
580,915
Page 25

 
HAM-LET CFS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.5% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
2,755,523
2,979,349


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
647,548
566,076

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
33
1,155

Depreciation in excess of capital allowances
21,534
13,684

Adjustments to tax charge in respect of prior periods
48,553
-

Total tax charge for the year
717,668
580,915


Factors that may affect future tax charges

The rate of corporate tax increased to 25% on 1 April 2023.


11.


Dividends

2023
2022
£
£


Dividends paid
1,213,848
-

1,213,848
-

The dividend of $1,500,000 was approved 6 April 2023 and paid to Ham-let (Israel-Canada) Ltd.

Page 26

 
HAM-LET CFS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Intangible assets




Computer software

£



Cost


At 1 January 2023
48,253



At 31 December 2023

48,253



Amortisation


At 1 January 2023
33,804


Charge for the year on owned assets
5,201



At 31 December 2023

39,005



Net book value



At 31 December 2023
9,248



At 31 December 2022
14,449




Page 27

 
HAM-LET CFS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Tangible fixed assets





Leased assets
Plant and machinery
Motor vehicles
Office equipment
Assets in the course of construction
Total

£
£
£
£
£
£



Cost or valuation


At 1 January 2023
1,096,844
896,993
6,958
389,734
243,045
2,633,574


Additions
1,049,045
133,630
-
658,628
-
1,841,303


Disposals
-
-
-
-
(56,820)
(56,820)


Transfers between classes
-
-
-
186,225
(186,225)
-



At 31 December 2023

2,145,889
1,030,623
6,958
1,234,587
-
4,418,057



Depreciation


At 1 January 2023
532,542
646,826
6,958
316,419
-
1,502,745


Charge for the year on owned assets
-
51,629
-
156,676
-
208,305


Charge for the year on right-of-use assets
179,073
-
-
-
-
179,073



At 31 December 2023

711,615
698,455
6,958
473,095
-
1,890,123



Net book value



At 31 December 2023
1,434,274
332,168
-
761,492
-
2,527,934



At 31 December 2022
564,302
250,167
-
73,315
243,045
1,130,829

During 2023, the comapny has transferred the cost incurred totalled £186,225 (2022: nil) to office equipment. This is a representation of the recently built cleaning room for unit 18.

Page 28

 
HAM-LET CFS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
21,278



At 31 December 2023
21,278





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Cambridge Fluid Systems GmbH
C/O HHC, Alkuinstrasse 2a, 52070, Aachen, Germany
Ordinary
100%

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)

Cambridge Fluid Systems GmbH
521,989
92,305


15.


Stocks

2023
2022
£
£

Bought in parts and components
4,871,095
4,676,987

Work in progress
895,696
1,194,029

5,766,791
5,871,016


Stock recognised in cost of sales during the year as an expense was £23,348,153 (2022: £25,795,449).
An impairment credit of £12,301 (2022: £359,777) was recognised in cost of sales against stock during the year due to slow-moving and obsolete stock. The net increase in the provision during the year was £347,476 (2022: £83,263).


Page 29

 
HAM-LET CFS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Debtors

2023
2022
£
£


Trade debtors
4,953,759
5,915,126

Amounts owed by group undertakings
1,482,320
1,166,407

Other debtors
330,422
373,049

Prepayments and accrued income
347,039
109,255

7,113,540
7,563,837


2023
2022
£
£

Movement in the impairment allowance for trade receivables as follows:


Opening balance
195,864
36,548

(Reversal)/provisions during the year
(188,435)
159,316

Closing balance
7,429
195,864


17.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
1,409,577
2,901,324

1,409,577
2,901,324



18.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
1,611,752
2,106,435

Amounts owed to group undertakings
3,750,701
6,071,902

Corporation tax
701,371
243,553

Other taxation and social security
125,890
105,780

Lease liabilities
133,170
113,851

Accruals and deferred income
380,063
495,709

6,702,947
9,137,230


Page 30

 
HAM-LET CFS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Lease liabilities
1,328,586
456,033

1,328,586
456,033



20.

Lease liability

Company as a lessee

On 1 January 2019, the Company adopted IFRS 16 Leases using the modified retrospective approach, with no restatement of comparative information and no adjustment to opening retained earnings recorded upon transition. Refer to note 13 where the right of use assets have been recognised within Property, Plant and Equipment. Lease liabilitities are classified between current and non-current on the Balance Sheet. 

Lease liabilities are due as follows:

2023
2022
£
£

Not later than one year
133,170
113,851

Between one year and five years
1,328,586
456,033

1,461,756
569,884


The following amounts in respect of leases, where the Company is a lessee, have been recognised in profit or loss:

2023
2022
£
£

Interest expense on lease liabilities
59,793
11,159

Page 31

 
HAM-LET CFS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Financial instruments

2023
2022
£
£

Financial assets


Financial assets measured at fair value through profit or loss
1,409,577
2,901,324

Financial assets that are debt instruments measured at amortised cost
6,452,513
7,098,630

7,862,090
9,999,954


Financial liabilities


Financial liabilities measured at amortised cost
(5,742,516)
(9,400,930)


Financial assets measured at fair value through profit or loss comprises of cash and cash equivalents. 


Financial assets measured at amortised cost comprises of trade debtors, other debtors, amounts owed by group undertakings and accrued income. 


Financial liabilities measured at amortised cost comprises of trade creditors, other creditors, amounts owed to group undertakings, obligations under finance leases, accruals and provisions. 


22.


Deferred taxation




2023


£






At beginning of year
(70,138)


Charged to profit or loss
(69,850)



At end of year
(139,988)

The provision for deferred taxation is made up as follows:

2023
2022
£
£


Accelerated capital allowances
(144,639)
(73,404)

Short term timing differences
4,651
3,266

(139,988)
(70,138)

Page 32

 
HAM-LET CFS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

23.


Provisions




Dilapidation provision

£





At 1 January 2023
165,400


Other movements
13,508



At 31 December 2023
178,908

The dilapidation provision represents the cost of returning the leased properties to their original state on termination of the leases. The provision is measured at the cost stated in an external professional valuation report obtained in 2014. The leases to which this provision relates terminates in 2023. 


24.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1,187,500 (2022 - 1,187,500) Ordinary shares shares of £0.05 each
59,375
59,375

Each ordinary share carries with them one voting right, but do not have any preference or any other restrictions attached to them. 



25.


Reserves

Profit and loss account

The reserve is used to record the accumulated distributable profits and losses realised during the course of the year. 


26.


Contingent liability

The Company has a contingent liability of £20,000 (2022: £20,000) to its bankers under a counter indemnity in respect of value added tax. 


27.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £195,514 (2022: £199,602).
Contributions totalling £25,526 (2022: £21,867) were payable to the fund at the Balance Sheet date and are included in other creditors. 

Page 33

 
HAM-LET CFS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

28.


Related party transactions

At the year end the Company was a wholly owned subsidiary of Ultra Clean Holdings Inc, and has taken advantage of the exemption from IAS 24 Related Party Transactions under Financial Reporting Standard 101 to not disclose related party transactions between entities that are wholly owned.


29.


Controlling party

The immediate parent company is Ham-Let (Israel-Canada) Ltd incorporated in Israel. At the year end, the ultimate parent Company and controlling party is Ultra Clean Holdings Inc, a Company incorporated in USA and listed on the New York Stock Exchange. 
The largest and smallest group in which the results are consolidated is that headed by Ultra Clean Holdings Inc. Copies of the financial statements may be obtained from UCT, 26462 Corporate Avenue, Hayward, CA 94545, USA. 

 
Page 34