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Registered number: 00568879









NASMYTH BULWELL LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2024

 
NASMYTH BULWELL LIMITED
 
 
COMPANY INFORMATION


Directors
W1S Directors Limited 
J Rooney 
J A Storer 




Company secretary
Cossey Cosec Services Limited



Registered number
00568879



Registered office
Nasmyth Building

Coventry Road

Exhall

Coventry

CV7 9FT




Independent auditors
PKF Smith Cooper Audit Limited
Statutory Auditors

Cornerblock

2 Cornwall Street

Birmingham

West Midlands

B3 2DX





 
NASMYTH BULWELL LIMITED
 

CONTENTS



Page
Strategic report
1 - 5
Directors' report
6 - 7
Independent auditors' report
8 - 11
Statement of comprehensive income
12
Balance sheet
13
Statement of changes in equity
14
Notes to the financial statements
15 - 29


 
NASMYTH BULWELL LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2024

Introduction
 
The Directors present the Strategic Report together with the Directors report and the audited financial statements of Nasmyth Bulwell Limited (''Bulwell'' or ''Company'') for the year ended 30 April 2024.

Business review
 
The Company is a wholly owned subsidiary of Nasmyth Group Limited (formerly W5SD Limited) which, together with other subsidiaries, form the ''Group". The principal activity of the Company is the manufacture of precision machined components and assembly of parts for the aerospace and defence industries.

In order to deliver the Group Strategy, the Company is managed internally as Nasmyth Bulwell being a significant part of the Group’s machining capability.

Nasmyth Bulwell is a supplier of machined components with extensive machining capabilities, complemented by Heat Treatment, Thread Rolling, Non Destructive Testing in the UK and access to Nasmyth India for low cost machining support. This offering means that the business is in a strong position with multiple blue chip customers.

Holding certifications to AS9100 and ISO14001 along with NADCAP approvals for NDT and Heat Treatment allows the business to provide end to end solutions to it’s customers.

Long term strategic relationships key customers to provide both Original Equipment Manufacture ("OEM") and Maintenance Repair and Overhaul ("MRO") product means the business is well positioned to benefit from the return of air passenger traffic to 9 trillion RPK per annum.

Rcapital acquired the Group in February 2022 at which point it was heavily loss making and showing signs of financial distress, with a significant and immediate funding requirement over and above its existing facilities. Prior to government responses to the COVID 19 pandemic the Group was generating strong EBITDA margins in line with typical industry margins on revenue of £80 million. Following Rcapital’s investment it was immediately clear that the Group was urgently in need of a deep operational turnaround in addition to a financial restructuring.

Alongside the financial turnaround, the Company has also made significant changes to improve operational performance and productivity and position the company better to deliver the increase in demand for aero engine and aircraft components. This operational turnaround has continued into FY 24/25 with the new focused management  team, process improvement activities, additional capacity and increased engagement with end customers.

Nasmyth Bulwell, together with its fellow Group companies, is now back on a significant growth track to achieving levels of financial and operational performance that will be surpass 2019 pre Covid levels.

Historical Market Trends

Commercial Aerospace

The past five years have been a challenging time for the commercial aerospace industry with passenger numbers greatly reduced during the Covid period 2020-2021 with recovery to pre covid build rates planned during 2025/26 in respect of long haul travel.

Nasmyth Bulwell is more sensitive to long range aircraft than short haul, meaning that recovery to 2019 rates of production is not expected to be achieved until 2026. Production volumes have been increasing during 2024 and will continue into 2025 but this positive story has been tempered by significant inflationary pressures on wage rates, utilities and raw material costs.


Page 1

 
NASMYTH BULWELL LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024

The graph below shows the expected trajectory pre Covid, 2023 expectations and current expactation:

ole5edb.png
Supporting this the MRO market is in greater demand and OEM’s efforts to increase narrow and wide body production and deliveries are going some way to aid the market recovery in the coming months.

Global Passenger Traffic Outlook:
 
According to the International Air Transport Association (IATA), global passenger traffic is expected to return to pre-pandemic levels by 2025 and continue growing thereafter.
2025–2032 Growth Forecast: IATA forecasts that passenger traffic will grow at an average rate of 3-4% annually over the next decade, reaching approximately 100% of pre-pandemic levels by 2025. By 2032, global air travel could see around 9-10 billion passengers, nearly doubling the number from 2019 (about 4.5 billion passengers).
The Asia-Pacific region will likely see the fastest growth due to expanding middle-class populations and increased demand for air travel in markets like China and India.



Page 2

 
NASMYTH BULWELL LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024

Key performance indicators

In order to support the delivery of value, performance indicators are maintained consistently throughout all of the operating facilities in the Group and are used at a Main Board and management level as a tool to monitor and drive the delivery of results. The key performance indicators during the year ended 30 April 2024 were set out below:

2024
2023


 
Turnover (£000s)

21,459

16,534
 
Operating profit / (loss) margin (%)

0.8

(2.5)
 
EBITDA (£000s)

761

224
 

Key Business Highlights
 
The financial results of the Company are presented on page 12.

The Company has reported turnover for the year of £21,459,000 (2023: £16,534,000), gross profit margin of 9.3% (2023: 6.7%) and an EBITDA of £761,000 (2023: £224,000).

Administrative costs for the period amounted to £1,793,000 (2023: £1,840,000). This figure includes the Company's contribution to Group management charges. Included in operating profit are exceptional items which total £39,000 (2023: £14,000). The Company reports a loss before tax of £589,000 (2023: £825,000).

The Company reported EBITDA of £761,000 in FY23/24 a significant improvement on the prior year as the aerospace market continues to recover from the challenges posed by the COVID pandemic. Following the successful acquisition of the group by Rcapital in February 2022, the company’s order book has continued to grow and stands a third higher than at the time of acquisition. The focus on operational improvements, improving contractual arrangements and robust action around costs lead to the Group returning to EBITDA profitability in H2 22/23 and continued EBITDA profitability in FY 23/24.

At the same time key environmental initiatives are driving the industry to evolve with a focus on:

Net Zero Carbon emissions
Sustainable aviation fuel
Development of Electric Aircraft, and
Generative AI (Gen AI) will become of benefit to companies over the next 3 years and is being explored by companies to improve efficiency and enhance worker experiences across functions.

The Group considers that it is well positioned to support OEM’s and engine manufacturers in achieving the industries net carbon zero commitments. 

Page 3

 
NASMYTH BULWELL LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024

Principal risks and uncertainties

The Nasmyth Board assesses and manages any risk to the Group as part of the monthly Group Board meeting.

Where a risk arises, it is dealt with quickly and appropriately with the use of appropriate specialists and advisors to the Board. Risks at a Group level are commonly strategic rather than operational and the primary purpose of the Board review is to lead and to ensure that solutions and actions are embedded in the culture within the business.

This Board process is supported through the senior management and operating site management discussing risks as part of the annual budget process and are subject to further frequent management and Board level reviews. These are followed up periodically throughout the year and always as part of the regular formal forecast reviews. The management team at each business and operating site is responsible for implementing and controlling risk mitigation and its effectiveness on a day to day basis.

In common with many in the sector, the main risk impacting on financial and operational performance in FY23/24 was material availability and cost inflation. The majority of the orderbook is on long term contracts with raw material inflation pass through agreements and AWE indexation on the added value portion of material. The cost of labour increases due to wage inflation and increased employer NI costs are expected to be circa 4% year on year and the company has implemented productivity improvement plans which will mitigate the additional costs.

The geo-political risks such as Brexit and Tariffs and their impacts on the UK and global economy and ways of working are assessed, quantified, and mitigated where possible; however, the Group has assessed the spread of its customer base, diversity of products and technologies, and the supply chain, and the Group does not see any immediate or significant risks or changes to its operation as a result of identified geo-political factors.

The customer concentration risk is expected to be mitigated through the increased forecast in military spending that presents an opportunity in terms of the current customer base and potential new customers who need to expand their military supply chains.

The Group has achieved Cyber Essentials and Cyber Essentials Plus certification in 2024. The Board recognise the importance of this for its own resilience and the increasing requirements of its customers globally and the ongoing initiatives and controls reflect the increased expectation of the high standards necessary to be a growing Aerospace and Defence sector supplier.

The Board will continue to monitor potential risks and events and has increased its engagement with key stakeholders to further enhance its risk mitigation planning and responsiveness.

Future developments

Market projections for the Group’s core Aerospace, Defence and Space end markets continue to suggest an ongoing year on year recovery to pre COVID growth trends out to the end of the decade. The continued rebound in travel solidifies the near term growth trend and the Group is investing in capacity to support average growth in output of around 20% year on year between 2024 and 2027.

Following the acquisition by RCapital in February 2022, the Group has emerged from its post acquisition restructuring in a stronger position and is now focused on outgrowing its end markets. Management has simplified its strategy to focus on scaleable capabilities in its core Aerospace and Defence sectors, given the broad Group capabilities that have been developed to date.

The directors of the Group are committed to the development, growth and value creation of the group both through internal and external opportunities. A strong new business pipeline and the strength of the Group’s reputation for engineering excellence has already positioned the group for significant growth over the next three years. The Board is seeking to deliver balanced and profitable growth, with a focus on deepening the Group’s traditional strengths in legacy aero engine parts and systems manufacturing, while adding scale in defence and current OE aircraft production programs. 
Page 4

 
NASMYTH BULWELL LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024


The Group has been able to maintain and increase its investments in establishing manufacturing capability in Asia, with its Indian facility in Bengaluru achieving certifications for manufacturing in 2022  23. This will be a key growth capability for increasing production capacity for UK Group companies as well as offering new capabilities to the growing aerospace manufacturing sector in India.

Going concern

As at 30 April 2024, the Company was a subsidiary of Nasmyth Group Limited. As a consequence of the impacts of COVID 19 on the aerospace market, Nasmyth Group Limited and its subsidiary companies experienced a significant reduction in sales, profits and cashflow from operating activities and its directors identified that this would create financial difficulties that would affect the ability of Nasmyth Group Limited to continue as a going concern, with knock on effects to its subsidiary companies. On 5th May 2023 the Group was restructured and companies that were previously subsidiaries of Nasmyth Group Limited (together the “Group”) became subsidiaries of W5SD Limited (now renamed as Nasmyth Group Limited). Additional working capital facilities were subsequently provided to the Group and the repayment terms on facilities already in place were extended to support its working capital requirements.
The Board of Directors of the Company and the Group have undertaken an assessment of the ability of the Company and the Group to continue in operation and to meet their liabilities as they fall due. In making this assessment, the Directors have considered trading and cashflow forecasts which reflect the latest market intelligence and customer long term supply agreements, supply schedules and order books.
The directors have concluded that the new working capital facilities, which include undrawn headroom, will provide the Company and the Group with sufficient funds to enable them to meet their obligations as they fall due for a period of at least 12 months from the date of approval of these financial statements, and have accordingly concluded that it is appropriate to prepare these financial statements on a going concern basis.

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



J Rooney
Director

Date: 29 April 2025

Page 5

 
NASMYTH BULWELL LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2024

The directors present their report and the financial statements for the year ended 30 April 2024.

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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and 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 loss for the year, after taxation, amounted to £575,000 (2023 - loss £783,000).

The directors do not recommend the payment of a dividend.

Directors

The directors who served during the year were:

S W Beech (resigned 31 May 2023)
N C Robins (resigned 30 June 2023)
A J Upton (resigned 6 September 2024)
W1S Directors Limited 
J D Larner (appointed 26 October 2023, resigned 16 October 2024)

Since the year end the following directors have been appointed:
J Rooney (appointed 16 September 2024)
J A Storer (appointed 16 September 2024)

Research and development activities

Research and development expenditure is expensed as it is incurred. The Company incurred expenditure of £150,000 (2023: £274,000) during the year.

Page 6

 
NASMYTH BULWELL LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024

Matters covered in the Strategic report

The directors have chosen to set out in the strategic report information required to be stated in the directors report including a review of the business and principal risks and uncertainties.
An indication of likely future developments in the business and significant events which have occurred since the end of the financial year have been included in the strategic report.

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

Details of post balance sheet events affecting the Company are disclosed in note 30.

Auditors

The auditorsPKF Smith Cooper Audit Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





J Rooney
Director

Date: 29 April 2025

Page 7

 
NASMYTH BULWELL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NASMYTH BULWELL LIMITED
 

Opinion


We have audited the financial statements of Nasmyth Bulwell Limited (the 'Company') for the year ended 30 April 2024, 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 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 30 April 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 8

 
NASMYTH BULWELL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NASMYTH BULWELL LIMITED (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 6, 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 9

 
NASMYTH BULWELL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NASMYTH BULWELL LIMITED (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.

Based on our understanding of the Company and industry, key laws and regulations that we identified included:
 
Companies Act;
Tax legislation; and
Health and safety and employment legislation.

We identified that the principal risk of fraud or non-compliance with laws and regulations related to:
 
Management bias in respect of accounting estimates and judgements made;
Management override of controls; and
Posting of unusual journals or transactions.

We focussed on those areas that could give rise to a material misstatement in the Company's financial statements.
Our procedures included, but were not limited to:
 
Enquiry of management and those charged with governance around actual and potential litigation and claims, including instances of non-compliance with laws, regulations and fraud;
Reviewing minutes of meetings of those charged with governance where available;
Reviewing legal expenditure in the year to identify instances of non-compliance with laws and regulations and fraud;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; and
Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias, in particular the valuation of stock.
 
It is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operating's are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.



 
Page 10

 
NASMYTH BULWELL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NASMYTH BULWELL LIMITED (CONTINUED)


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.


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 Newman (Senior statutory auditor)
  
for and on behalf of
PKF Smith Cooper Audit Limited
 
Statutory Auditors
  
Cornerblock
2 Cornwall Street
Birmingham
West Midlands
B3 2DX

29 April 2025
Page 11

 
NASMYTH BULWELL LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2024

2024
2023
Note
£000
£000

  

Turnover
 4 
21,459
16,534

Cost of sales
  
(19,465)
(15,429)

Gross profit
  
1,994
1,105

Administrative expenses
  
(1,793)
(1,847)

Exceptional administrative expenses
 12 
(39)
(7)

Other operating income
 5 
-
341

Operating profit/(loss)
 6 
162
(408)

Interest payable and similar expenses
 10 
(751)
(417)

Loss before tax
  
(589)
(825)

Tax on loss
 11 
14
42

Loss for the financial year
  
(575)
(783)

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 15 to 29 form part of these financial statements.

Page 12

 
NASMYTH BULWELL LIMITED
REGISTERED NUMBER: 00568879

BALANCE SHEET
AS AT 30 APRIL 2024

2024
2023
Note
£000
£000

Fixed assets
  

Tangible assets
 13 
2,361
2,410

Investments
 14 
130
130

  
2,491
2,540

Current assets
  

Stocks
 15 
4,861
3,176

Debtors: amounts falling due within one year
 16 
7,623
6,897

Cash at bank and in hand
 17 
9
188

  
12,493
10,261

Creditors: amounts falling due within one year
 18 
(11,771)
(11,146)

Net current assets/(liabilities)
  
 
 
722
 
 
(885)

Total assets less current liabilities
  
3,213
1,655

Creditors: amounts falling due after more than one year
 19 
(4,623)
(2,490)

  

Net liabilities
  
(1,410)
(835)


Capital and reserves
  

Called up share capital 
 22 
750
750

Profit and loss account
 23 
(2,160)
(1,585)

  
(1,410)
(835)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




J Rooney
Director

Date: 29 April 2025

The notes on pages 15 to 29 form part of these financial statements.

Page 13

 
NASMYTH BULWELL LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024


Called up share capital
Profit and loss account
Total equity

£000
£000
£000


At 1 May 2022
750
(802)
(52)



Loss for the year
-
(783)
(783)



At 1 May 2023
750
(1,585)
(835)



Loss for the year
-
(575)
(575)


At 30 April 2024
750
(2,160)
(1,410)


The notes on pages 15 to 29 form part of these financial statements.

Page 14

 
NASMYTH BULWELL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

1.


General information

Nasmyth Bulwell Limited is a private company, limited by shares, registered in England, United Kingdom. The company's registration number and registered office address can be found on the company information page.
The principal place of business is Wharf Road Industrial Estate, Pinxton, Nottinghamshire, NG16 6LE.

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 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The presentation currency of the financial statements is Pound Sterling (£) and amounts have been presented in round thousands (£'000).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Nasmyth Group Limited (formerly W5SD Limited) as at 30 April 2024 and these financial statements may be obtained from Nasmyth House, Coventry Road, Exhall, Coventry, CV7 9FT.

 
2.3

Exemption from preparing consolidated financial statements

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 any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 15

 
NASMYTH BULWELL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.4

Going concern

As at 30 April 2024, the Company was a subsidiary of Nasmyth Group Limited. As a consequence of the impacts of COVID 19 on the aerospace market, Nasmyth Group Limited and its subsidiary companies experienced a significant reduction in sales, profits and cashflow from operating activities and its directors identified that this would create financial difficulties that would affect the ability of Nasmyth Group Limited to continue as a going concern, with knock on effects to its subsidiary companies. On 5th May 2023 the Group was restructured and companies that were previously subsidiaries of Nasmyth Group Limited (together the “Group”) became subsidiaries of W5SD Limited (now renamed as Nasmyth Group Limited). Additional working capital facilities were subsequently provided to the Group and the repayment terms on facilities already in place were extended to support its working capital requirements.
The Board of Directors of the Company and the Group have undertaken an assessment of the ability of the Company and the Group to continue in operation and to meet their liabilities as they fall due. In making this assessment, the Directors have considered trading and cashflow forecasts which reflect the latest market intelligence and customer long term supply agreements, supply schedules and order books.
The directors have concluded that the new working capital facilities, which include undrawn headroom, will provide the Company and the Group with sufficient funds to enable them to meet their obligations as they fall due for a period of at least 12 months from the date of approval of these financial statements, and have accordingly concluded that it is appropriate to prepare these financial statements on a going concern basis.

 
2.5

Foreign currency translation

Transactions in foreign currencies are translated to the company's functional currency at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the foreign exchange rate ruling at the balance sheet date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are retranslated to the functional currency at foreign exchange rates ruling at dates the fair value was determined. Foreign currency differences arising on translation are recognised in the Statement of Comprehensive Income.

 
2.6

Turnover

Turnover is measured at the fair value of the consideration receivable which generally equates to the invoiced amount, excluding sales tax. The company has three principal revenue streams:

Sales of products

Turnover for sales of goods is recognised when the risk and rewards of ownership have passed which, dependent upon the contractual terms, may be the point of despatch, acceptance by the customer or certification by the customer.


 

Page 16

 
NASMYTH BULWELL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)


2.6
Turnover (continued)

Long Term Contracts

On certain contracts, the Company recognises turnover over a period of time as risks and rewards are transferred. Turnover is measured based on the consideration specified in a contract with a customer, excluding amounts collected on behalf of third parties. Where consideration is not specified within the contract or is otherwise subject to variability, the Company estimates the amount of consideration to be received from the customer. Turnover is recognised using the input method, which uses costs incurred and the assessed margin across the contract to determine the turnover to be recognised. The input method is used to measure progress as it best depicts the transfer of control to the customer. The margin and associated revenues are calculated based on the estimated transaction price and expected costs, with consideration made for the associated contract costs.

Design and Build
On occasions cash is received in advance of some work performed to compensate the Company for costs incurred in design and development activities. Where such amounts are received and the risks and rewards of ownership over development assets are not deemed to have transferred, amounts are deferred onto the balance sheet and taken to turnover as the Company performs its contractual obligations either on delivery or product milestones.

 
2.7

Operating lease

Payments (excluding costs for services and insurance) made under operating leases are recognised in the Statement of Comprehensive Income on a straight-line basis over the term of the lease unless the payments to the lessor are structured to increase in line with expected general inflation, in which case the payments related to the structured increases are recognised as incurred. Lease incentives received are recognised in the Statement of Comprehensive Income over the term of the lease as an integral part of the total lease expense.

 
2.8

Finance Lease

Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability using the rate implicit in the lease. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent rents are charged as expenses in the periods in which they are incurred.

 
2.9

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.

 
2.10

Current and deferred taxation

Tax is recognised in the Statement of Comprehensive Income 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.
Page 17

 
NASMYTH BULWELL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)


2.10
Current and deferred taxation (continued)


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. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.11

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.12

Tangible fixed assets

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses.  Cost includes the original purchase price of the asset and the cost attributable to bringing the asset to its working condition for its intended use.
Where parts of an item of tangible fixed assets have different useful lives, they are accounted for as separate items of tangible fixed assets. 
Leases in which the Company assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance leases. All other assets are classified as operating leases. Leased assets acquired by way of finance lease are stated on initial recognition at an amount equal to the lower of their fair value and the present value of the minimum lease payments at the inception of the lease, including any incremental costs directly attributable to negotiating and arranging the lease. At initial recognition a finance lease liability is recognised equal to the fair value of the leased asset or, if lower, the present value of the minimum lease payments. The present value of the minimum lease payments is calculated using the interest rate implicit in the lease. Lease payments are charged to the Statement of Comprehensive Income and statement of other comprehensive income over the period of the lease. All other leases are regarded as operating leases and payments made under them are charged to the Statement of Comprehensive Income and other comprehensive income on a straight-line basis over the lease term. 
The company assesses at each reporting date whether tangible fixed assets (including those leased under finance leases) are impaired. 

Page 18

 
NASMYTH BULWELL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)


2.12
Tangible fixed assets (continued)

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.

The estimated useful lives are as follows:

Plant and machinery
-
7 - 12 years
Fixtures and fittings
-
3 - 5 years

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.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.14

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is based on the weighted average principle and includes expenditure incurred in acquiring the stocks, production or conversion costs and other costs in bringing them to their existing location and condition. In the case of manufactured stocks and work in progress, cost includes an appropriate share of overheads based on normal operating capacity. 

 
2.15

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits.

  
2.16

Defined contribution pension plans

A defined contribution plan is a post-employment benefit plan under which the company pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in the Statement of Comprehensive Income in the periods during which services are rendered by employees.

Page 19

 
NASMYTH BULWELL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

  
2.17

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to the Statement of Comprehensive Income in the year that the Company date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. becomes aware of the obligation, and are measured at the best estimate at the balance sheet

When payments are eventually made, they are charged to the provision carried in the Balance sheet.

 
2.18

Basic Financial instruments

(i) Trade and other debtors and creditors
Trade and other debtors are recognised initially at transaction price less attributable transaction costs. Trade and other creditors are recognised initially at the transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors. If the arrangement constitutes a financing transaction, for example if the payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.
(ii) Interest-bearing borrowings classified as basic financial instruments
Interest-bearing borrowings are recognised initially at the present value of future payments, discounted at a market rate of interest. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The following are the critical judgements and key sources of estimation that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised.
Stocks 
In determining the cost of stocks, the directors have to make judgements to arrive at cost and net realisable value. Determining cost requires judgement as to the value of labour and overheads applied to stocks. Determining the net realisable value of the products held requires judgement to be applied to determine the likely saleability of the product and the potential price that can be achieved. In arriving at any provisions for net realisable value the directors take into account the age, condition and quality of the product stocked and the recent trend in sales.
With the exception of the critical judgements and key sources of estimation described above, the directors consider that there are no other significant judgements or estimates in the preparation of these financial statements.

Page 20

 
NASMYTH BULWELL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

4.


Turnover

The whole of the turnover is attributable to the one principal activity of the company.

Analysis of turnover by geographical market is given below:

2024
2023
£000
£000

United Kingdom
17,160
13,132

Europe
3,627
3,402

Rest of the world
671
-

21,458
16,534



5.


Other operating income

2024
2023
£000
£000

Other sundry income
-
341


Included within other sundry income is £nil (2023: £341,000) in respect of management and shared service charges made to other group companies.

6.


Operating profit/(loss)

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

2024
2023
£000
£000

Research and development expensed as incurred
150
274

Exchange differences
(25)
(115)

Depreciation - owned assets
519
394

Depreciation - assets held under finance lease or hire purchase contracts
80
238

Operating lease expenses
300
334


7.


Auditors' remuneration

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


2024
2023
£000
£000

Fees payable to the Company's auditors for the audit of the Company's financial statements
18
17

Page 21

 
NASMYTH BULWELL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

8.


Employees

Staff costs were as follows:


2024
2023
£000
£000

Wages and salaries
6,745
6,140

Social security costs
743
666

Cost of defined contribution scheme
199
198

7,687
7,004


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


        2024
        2023
            No.
            No.







Sales, distribution and administration
38
40



Production
141
122

179
162


9.


Directors' remuneration

The directors of the Company are employed and remunerated by the parent company, Nasmyth Group Limited (formerly W5SD Limited).





10.


Interest payable and similar expenses

2024
2023
£000
£000


Intercompany interest
342
172

Finance leases and hire purchase contracts
43
21

Other interest payable
366
224

751
417

Page 22

 
NASMYTH BULWELL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

11.


Taxation


2024
2023
£000
£000

Corporation tax


Current tax on losses for the year
-
(42)

Adjustments in respect of previous periods
(14)
-


Total current tax
(14)
(42)

Deferred tax

Total deferred tax
-
-


Taxation on loss on ordinary activities
(14)
(42)

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:

2024
2023
£000
£000


Loss on ordinary activities before tax
(589)
(825)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
(147)
(157)

Effects of:


Expenses not deductible for tax purposes
2
5

Unrelieved tax losses carried forward
131
67

Surrender of tax losses to group companies
-
49

Temporary timing differences
-
36

Research and development expenditure credit
-
(42)

Total tax charge for the year
(14)
(42)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 23

 
NASMYTH BULWELL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

12.


Exceptional items

2024
2023
£000
£000


Redundancy costs
39
7


13.


Tangible fixed assets





Plant and machinery
Fixtures and fittings
Total

£000
£000
£000



Cost


At 1 May 2023
9,320
1,007
10,327


Additions
550
-
550



At 30 April 2024

9,870
1,007
10,877



Depreciation


At 1 May 2023
7,130
787
7,917


Charge for the year
595
4
599



At 30 April 2024

7,725
791
8,516



Net book value



At 30 April 2024
2,145
216
2,361



At 30 April 2023
2,190
220
2,410

Included in the total net book value of plant and machinery is £395,000 (2023: £1,364,000) in respect of assets held under finance lease and hire purchase contracts. Depreciation for the year on these assets was £80,000 (2023: £238,000).
Assets held under finance lease and hire purchase contracts provide security for the specific finance lease and hire purchase liabilities.

Page 24

 
NASMYTH BULWELL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

14.


Fixed asset investments





Investments in subsidiary companies

£000



Cost


At 1 May 2023
130



At 30 April 2024
130





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Principal activity

Class of shares

Holding

Excel Calibration & Test Limited
Dormant
Ordinary
100%
L.M.D. Process Limited
Dormant
Ordinary
100%
Swift & Wass Limited
Dormant
Ordinary
100%

The registered office address of all subsidiaries is Nasmyth Building, Coventry Road, Exhall, Coventry, CV7 9FT.


15.


Stocks

2024
2023
£000
£000

Raw materials and consumables
518
445

Work in progress
3,410
2,060

Finished goods
933
671

4,861
3,176


The carrying value of stocks are stated net of impairment losses totaling £2,226,000 (2023: £1,694,000).

Page 25

 
NASMYTH BULWELL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

16.


Debtors

2024
2023
£000
£000


Trade debtors
7,127
6,169

Amounts owed by group undertakings
237
154

Other debtors
128
329

Prepayments and accrued income
131
245

7,623
6,897


Trade debtors are part of the secured gross collateral on the Secure Trust Bank plc facility.


17.


Cash and cash equivalents

2024
2023
£000
£000

Cash at bank and in hand
9
188



18.


Creditors: Amounts falling due within one year

2024
2023
£000
£000

Bank loans
5,547
4,937

Trade creditors
3,339
3,175

Amounts owed to group undertakings
513
587

Other taxation and social security
896
1,263

Obligations under finance lease and hire purchase contracts
76
242

Other creditors
92
38

Accruals
1,308
904

11,771
11,146


Included in bank loans is the Company's invoice financing facility provided by Secure Trust Bank plc which is secured by a fixed and floating charge over the assets of the Company.
Obligations under finance leases and hire purchase contracts are secured over the assets to which they relate.

Page 26

 
NASMYTH BULWELL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

19.


Creditors: Amounts falling due after more than one year

2024
2023
£000
£000

Obligations under finance leases and hire purchase contracts
248
41

Amounts owed to group undertakings
4,375
2,449

4,623
2,490


Amounts owed to group undertakings included above are not subject to formal loan agreements, but the companies to whom these amounts are due have confirmed that they will not request repayment unless the Company is in a position to make a repayment without prejudice to its working capital requirements, which is not expected to be within a period of less than 12 months from the balance sheet date. Accordingly these have been presented as amounts falling due after more than one year as at 30 April 2024.
Obligations under finance leases and hire purchase contracts are secured against the assets to which they relate.


20.


Loans


Analysis of the maturity of loans is given below:


2024
2023
£000
£000

Amounts falling due within one year

Bank loans
5,547
4,937






21.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

2024
2023
£000
£000


Within one year
76
242

Between 1-5 years
248
41

324
283

Page 27

 
NASMYTH BULWELL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

22.


Share capital

2024
2023
£000
£000
Allotted, called up and fully paid



750,000 (2023 - 750,000) Ordinary shares of £1.00 each
750
750



23.


Reserves

Profit and loss account

This reserve records all current and prior period retained profits and losses.


24.


Contingencies and commitments

Guarantees
The Company has given cross guarantees in respect of bank loans of group companies amounting to £12,237,000 (2023: £10,377,000).
The Company has given a guarantee in respect of other loans of a fellow subsidiary undertaking amounting to £14,896,000 (
2023: £7,500,000).


25.


Capital commitments


At 30 April 2024 the Company had capital commitments as follows:

2024
2023
£000
£000


Contracted for but not provided in these financial statements
-
360


26.


Pension commitments

The Company operates a defined contribution pension. The pension cost charge for the year represents contributions payable by the Company to the scheme and amounted to £199,000 (2023: £198,000).
There were outstanding contributions of £50,000 (
2023: £35,000) at the end of the financial year. These are included in creditors and have been settled since the year end.

Page 28

 
NASMYTH BULWELL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

27.


Commitments under operating leases

At 30 April 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£000
£000


Not later than 1 year
31
306

Later than 1 year and not later than 5 years
1
32

32
338


28.


Related party transactions

The Company has taken advantage of the exemption, as permitted by section 33.1A of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.
During the year the Company received corporation tax services from a company under common control totalling £9,000 (2023: £nil). At the year end, the Company owed £6,000 (2023: £nil) to this company.


29.


Key management personnel

During the year key management personnel were considered to be the directors of the Company only. The directors of the Company are not remunerated by this Company and are remunerated by the parent company, Nasmyth Group Limited (formerly W5SD Limited).


30.


Post balance sheet events

In November 2024 a Commercial Agreement was signed with a major Customer which provided the Group with a prepayment on future parts to the value of £5.7m. Ten high-volume part numbers will be sold to the customer at a discount over 24 months (commencing December 2024) in reduction of the prepayment. The Company is party to a guarantee which has been given to this customer under the terms of this agreement.


31.


Ultimate controlling party

The ultimate parent company and controlling party is Nasmyth Group Limited (formerly W5SD Limited). The registered office address is 4th Floor, 24 Old Bond Street, London, W1S 4AW.
The smallest and largest group, in which the results of the Company are consolidated, is that headed by Nasmyth Group Limited (formerly W5SD Limited), a company incorporated in England, United Kingdom. The consolidated financial statements may be obtained from its registered office address, 4th Floor, 24 Old Bond Street, London, W1S 4AW.

 
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