Caseware UK (AP4) 2023.0.135 2023.0.135 Company law requires the Directors to prepare financial statements for each financial period. 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 the Group and of the profit or loss of the Group for that period. The Directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial period. 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 the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are required to: select suitable accounting policies for the Group's financial statements and then apply them consistently; make judgements and accounting estimates that are reasonable and prudent; and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.2025-05-192025-05-192024-08-222025-05-192024-08-222025-05-19Tangible 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. 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 the Consolidated Statement of Comprehensive Income.falsefalse2023-08-23falsea holding companyfalse 13935919 2023-08-23 2024-08-22 13935919 2022-02-23 2023-08-22 13935919 2024-08-22 13935919 2023-08-22 13935919 1 2023-08-23 2024-08-22 13935919 d:Director1 2023-08-23 2024-08-22 13935919 d:Director2 2023-08-23 2024-08-22 13935919 d:Director3 2023-08-23 2024-08-22 13935919 d:RegisteredOffice 2023-08-23 2024-08-22 13935919 d:Agent1 2023-08-23 2024-08-22 13935919 c:Buildings 2023-08-23 2024-08-22 13935919 c:Buildings c:LongLeaseholdAssets 2023-08-23 2024-08-22 13935919 c:MotorVehicles 2023-08-23 2024-08-22 13935919 c:FurnitureFittings 2023-08-23 2024-08-22 13935919 c:PatentsTrademarksLicencesConcessionsSimilar 2023-08-23 2024-08-22 13935919 c:CurrentFinancialInstruments 2024-08-22 13935919 c:CurrentFinancialInstruments 2023-08-22 13935919 c:CurrentFinancialInstruments c:WithinOneYear 2024-08-22 13935919 c:CurrentFinancialInstruments c:WithinOneYear 2023-08-22 13935919 c:ShareCapital 2023-08-23 2024-08-22 13935919 c:ShareCapital 2024-08-22 13935919 c:ShareCapital 2022-02-23 2023-08-22 13935919 c:ShareCapital 2023-08-22 13935919 c:RetainedEarningsAccumulatedLosses 2023-08-23 2024-08-22 13935919 c:RetainedEarningsAccumulatedLosses 2024-08-22 13935919 c:RetainedEarningsAccumulatedLosses 2022-02-23 2023-08-22 13935919 c:RetainedEarningsAccumulatedLosses 2023-08-22 13935919 c:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2024-08-22 13935919 c:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2023-08-22 13935919 c:FinancialLiabilitiesAmortisedCost 2024-08-22 13935919 c:FinancialLiabilitiesAmortisedCost 2023-08-22 13935919 d:OrdinaryShareClass1 2023-08-23 2024-08-22 13935919 d:OrdinaryShareClass1 2024-08-22 13935919 d:OrdinaryShareClass1 2023-08-22 13935919 d:FRS102 2023-08-23 2024-08-22 13935919 d:Audited 2023-08-23 2024-08-22 13935919 d:FullAccounts 2023-08-23 2024-08-22 13935919 d:PrivateLimitedCompanyLtd 2023-08-23 2024-08-22 13935919 c:Subsidiary1 2023-08-23 2024-08-22 13935919 c:Subsidiary1 1 2023-08-23 2024-08-22 13935919 c:Subsidiary2 2023-08-23 2024-08-22 13935919 c:Subsidiary2 1 2023-08-23 2024-08-22 13935919 c:Subsidiary3 2023-08-23 2024-08-22 13935919 c:Subsidiary3 1 2023-08-23 2024-08-22 13935919 d:Consolidated 2024-08-22 13935919 d:ConsolidatedGroupCompanyAccounts 2023-08-23 2024-08-22 13935919 2 2023-08-23 2024-08-22 13935919 6 2023-08-23 2024-08-22 13935919 e:PoundSterling 2023-08-23 2024-08-22 xbrli:shares iso4217:GBP xbrli:pure



















HSP Valves Holdings Limited

Registered number: 13935919
Annual report and
 financial statements
For the year ended 22 August 2024

 
HSP VALVES HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
R Griffin 
D T M MacKenzie 
V Subramaniyam 




Registered number
13935919



Registered office
Oxford House
Oxford Street

Newbury

West Berkshire

RG14 1JB




Independent auditors
Forvis Mazars LLP
Chartered Accountants & Statutory Auditor

Capital Square

58 Morrison Street

Edinburgh

EH3 8BP




Bankers
Barclays Bank PLC
Leicester

Leicestershire

LE87 2BB





 
HSP VALVES HOLDINGS LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 4
Directors' Report
5 - 7
Independent Auditors' Report
8 - 11
Consolidated Statement of Comprehensive Income
12
Consolidated Statement of Financial Position
13
Company Statement of Financial Position
14
Consolidated Statement of Changes in Equity
15
Company Statement of Changes in Equity
16
Consolidated Statement of Cash Flows
17 - 18
Consolidated Analysis of Net Debt
19
Notes to the Financial Statements
20 - 42


 
HSP VALVES HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 22 AUGUST 2024

Introduction
 
The Directors present their Strategic Report for the year ended 22 August 2024.
HSP Valves Holdings Limited was incorporated on 23 February 2022. During the previous financial period, the Directors made a decision to change the Company's accounting year end from 28 February 2023 to 22 August 2023 (i.e. 18 month period) to align with the Group companies. However, the current period is for the year ended 22 August 2024 and therefore the Statements of Comprehensive Income are not comparable.
HSP Valves Holdings Limited is the holding company for HSP Valves Group Limited, which operates in the UK, HSP Valves FZE, and HSP Valves Trading LLC, which operates in the UAE.
 

Principal activities

The Group’s principal activity during the current year and prior period was supplying manual and automated valves to the energy sector. 
The Group is independent of manufacturers and provides a fully project-managed life cycle from design support to delivery to a global customer base. The group operates two primary “Valve Automation Centers” from Aberdeen, UK, and Dubai, UAE.
The Group has a strong and well-established customer base of End Users, Engineering Contractors, and OEMs (Original Equipment Manufacturers) across the Eastern Hemisphere.
The Group aims to strengthen its end-user customer base domestically and internationally, both in our traditional sectors and support our clients in their energy transition.
The Company’s principal activity during the period was that of a Holding company.

Business review
 
As of August 2024, the UK oil and gas market continued to navigate a complex change through regulatory changes, economic pressures, and a significant push towards renewable energy. The introduction of the windfall tax has caused a reduction in project activity while MRO activity remains flat.
In contrast Internationally the Middle East continues to be active with both MRO and project activity. The wider FPSO market continues to see new projects active with new awards. 
The growth internationally offsets the slower UK market.
The combined group revenue are slightly down on the 12 month basis this is driven by timing of awards and the revenues will be recognised in the next fiscal period.  
Financial key performance indicators

For the year ended 22 August 2024, the Group generated a turnover of £15,330,351 (18 month period ended 22 August 2023 - £24,670,247). This resulted in a gross profit of £3,766,733 (18 month period ended 22 August 2023 - £6,555,486) and loss before taxation of £1,509,262 (18 month period ended 22 August 2023 -  profit £1,428,265). 
The Group recorded a loss after tax of £1,447,267 (18 month period ended 22 August 2023 - profit £1,428,265).

Page 1

 
HSP VALVES HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 22 AUGUST 2024

Principal risks and uncertainties
 
The Group is subject to several external factors that may adversely affect its business. These factors include:
Volatility in oil and gas prices and refining margins could reduce demand for equipment, which would decrease our sales.
The supply of equipment may fluctuate due to several factors beyond our control, including general economic conditions, competition, production levels, import duties and other trade restrictions, currency fluctuations, and surcharges imposed by our suppliers, which could adversely affect operating results.
The business is sensitive to economic downturns, which could cause turnover to decrease.
Significant competition from several companies could reduce market share and adversely affect selling prices and sales volumes.
The development of alternatives to distributors in the supply chain could decrease operating results and limit our ability to grow our business.
Increases in customer, manufacturer and competitor stock levels of valve products could reduce short-term demand for products.
The diversity of product offerings,  the customer base and geographic markets temper the effect of any downturns in a particular market. The Group continues to:
        Implement business development initiatives;
        Focus on cost reduction initiatives and stock management;
        Focus on working capital management;
        Seek niche product  opportunities to expand the product offerings and
        Maximise relationships with the key suppliers.

Treasury policy
 
The Group's principal financial risks are its exposures to changes in currency exchange rates, fluctuations in working capital requirements, and, to a lesser extent, changes in interest rates. These risks are closely monitored and evaluated by key members of finance. Trade debtors represent the Group's most significant credit risk.  The bulk of business continues with large companies with strong credit ratings. Any major contracts with new customers are managed through standard practices such as up-front payment, insured debtors or milestone payments.

Currency exchange rate risk

The Group assesses its currency exchange exposure on certain monetary assets and liabilities and enters into forward contract financial instruments, as necessary, to manage this risk. The stated foreign exchange rate hedging policy requires that only known firm commitments are hedged and that no trading in financial instruments is undertaken.

Credit and liquidity risk

The Group's principal financial assets are bank balances, inter-Group balances, trade, and other debtors.The Group has no significant concentration of credit risk with a single counterparty, as exposure is spread over several counterparties.
The Group's principal financial liabilities are its inter-Group funding and trade creditors.

Page 2

 
HSP VALVES HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 22 AUGUST 2024

Directors' statement of compliance with duty to promote the success of the Group
 
The Board of Directors of the Group, and each Director, have acted in a way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole (having regard to the Group's various stakeholders and other matters set out in s.172 (1) (a-f) of the Act).
The following paragraphs summarise how each Director fulfils their duties with respect to s.172.
Business planning and decision making
The Board considers any likely consequence of any decisions in the long term with consideration of the impact on the Group's regulatory compliance framework and its investment risk framework. Management reviews capital and liquidity plans on a regular basis.
Risk management
Our activities are highly monitored and as such it is important that the Group has an effective risk management framework in place.
Business relationships
The business strategy of the Group prioritises organic growth of the net trading book revenues through the development of new strategies and improving the performance of existing strategies. The Group is dependent upon external factors such as oil and gas prices. To enable the Group to achieve this strategy, the Directors of the Group ensure that the Group's employees develop and maintain strong relationships with its customers and suppliers.
Business conduct
The Directors have a duty to ensure that the Group maintains the highest standards of conduct. The Directors receive regular updates regarding trading behaviour. 
Community and environment
The Board of Directors considers the impact of the Group's operations on the community and the environment.
Employees
Details of the number of employees and related costs can be found in Note 8 to the financial statements. The Group keeps employees informed on matters relevant to them as employees, through regular meetings and newsletters. Employees are consulted on a wide range of matters affecting their interests.
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. Should a member of staff become disabled, every effort is made to ensure that their employment with the Group continues and that appropriate training is arranged.
Engaging with our shareholder
As the Board of Directors, our intention is to behave responsibly towards our shareholder and treat the shareholder adequately, so the shareholder may benefit from the successful delivery of our business plan.

Page 3

 
HSP VALVES HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 22 AUGUST 2024


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



D T M MacKenzie
Director

Date: 19 May 2025

Page 4

 
HSP VALVES HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 22 AUGUST 2024

The Directors present their report and the financial statements for the year ended 22 August 2024.

Directors' responsibilities statement

The Directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the Directors to prepare financial statements for each financial period. 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the Directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent; and

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

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group 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 the Group 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 and minority interests, amounted to £1,447,267 (18 month period ended 22 August 2023 - profit of £1,428,265).

The Directors do not recommend the payment of a dividend.

Directors

The Directors who served during the year were:

R Griffin 
D T M MacKenzie 
V Subramaniyam 

Page 5

 
HSP VALVES HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 22 AUGUST 2024

Economic impact of global events

Shipping costs have increased but not drastically. This is coming from the increase in oil and gas due to geopolitical tensions as well as Israel-Hamas war. 
The Directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that there is no impact and these are non adjusting events with the greatest impact on the business expected to be from the economic ripple effect on the global economy. The Directors have taken account of these potential impacts in their going concern assessment. 
The Group, continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.

Going concern

Notwithstanding net liabilities of £26,149 and a loss for the year of £1,520,955, the financial statements have been prepared on a going concern basis, which the Directors consider appropriate for the following reasons. This report's review of developments and prospects sets out the company’s business activities and the factors likely to affect its future growth and performance. Based on the current backlog, the Directors remain comfortable with the achievable projection for the following financial year. The Directors believe that the company is well placed to manage its business risks successfully despite the current uncertain economic outlook.
At the time of approving the financial statements, the Directors have a reasonable expectation that the Company has adequate resources to continue operating for the foreseeable future. Thus, the Directors continue to adopt the going concern basis of accounting in preparing the financial statements.
After making enquiries, the Directors, considering the positive cash balance at year end, expected future cashflows, and the external funding support already in place, are confident that the Group will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and have, therefore, prepared the financial statements on a going concern basis.

Future developments

The Group intends to continue operating in the energy market and supply engineered valves and automation.
The Group has an established international footprint and exposure to key sectors of the energy industry. The Group aims to further strengthen its end-user customer base domestically and internationally, both in our traditional sectors of Oil and Gas, FPSO Operations, and Mid-Stream Gas, and support our clients in their energy transition.

Environment, health and safety

The Group recognises the importance of its environmental, health and safety responsibilities, and as such the Group established an QHSE management system in April 2020. This system is audited on a regular basis against the requirements of ISO 14001, the internationally recognised standard for best practice environmental management in business.
The Group's objective is to deliver operations in a safe and sustainable manner.

Ethical compliance

The Group’s objective is to deliver operations in full compliance with the Anti- Bribery and Corruption policies, procedures and standards with zero incidence of the Group being brought into disrepute.

Page 6

 
HSP VALVES HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 22 AUGUST 2024

Financial instruments

The Group and the Company do not make use of complex financial instruments.

Political contributions

The Group and the Company did not make any political or charitable donations or incurred any political expenditure during the current period or prior year.

Qualifying third party indemnity provisions

The Group has made qualifying third party indemnity provisions for the benefit of its Directors which were made during the period and remain in force at the date of this report.

Matters covered in the Group Strategic Report

As permitted by paragraph 1A of schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 certain matters which are required to be disclosed in the Directors' Report have been omitted as they are included in the Group Strategic Report. These matters relate to the principal activity and business review, future developments, principal risks and uncertainties and key performance indicators.

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 Directors are aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the Directors have 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 and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the period end.

Auditors

The auditorsForvis Mazars LLPwill be proposed for appointment in accordance with section 485 of the Companies Act 2006.

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





D T M MacKenzie
Director

Date: 19 May 2025

Page 7

 
HSP VALVES HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HSP VALVES HOLDINGS LIMITED
 

Opinion

We have audited the financial statements of HSP Valves Holdings Limited (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the year ended 22 August 2024 which comprise Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity , the Consolidated Statement of Cash Flows, the Consolidated Analysis of Net Debt and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 Group and Parent Company’s affairs as at 22 August 2024 and of the Group's 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 Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group and Parent Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Page 8

 
HSP VALVES HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HSP VALVES HOLDINGS LIMITED
 

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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:
 
the information given in the Group 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 Group 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 light of the knowledge and understanding of the Group and Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 5, 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 Group and Parent 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 intend either to liquidate the Group or Parent Company or to cease operations, or have no realistic alternative but to do so.
 
Page 9

 
HSP VALVES HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HSP VALVES HOLDINGS LIMITED
 


Auditor's 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 auditor’s 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.
 
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
 
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. 

Based on our understanding of the Group and the Parent Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation and anti-money laundering regulation.

To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
Inquiring of management and, where appropriate, those charged with governance, as to whether the Group and Parent Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
Considering the risk of acts by the Group and Parent Company which were contrary to applicable laws and regulations, including fraud.  

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006. 
 
Page 10

 
HSP VALVES HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HSP VALVES HOLDINGS LIMITED
 

In addition, we evaluated the Directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to revenue recognition (which we pinpointed to the cut-off assertion) and and significant one-off or unusual transactions.

Our audit procedures in relation to fraud included but were not limited to:
Making enquiries of the Directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
Gaining an understanding of the internal controls established to mitigate risks related to fraud;
Discussing amongst the engagement team the risks of fraud; and
Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of the audit report

This report is made solely to the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's 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.




Craig Maxwell (Senior Statutory Auditor)

  
for and on behalf of

Forvis Mazars LLP
Chartered Accountants and Statutory Auditor 
Capital Square
58 Morrison Street
Edinburgh
EH3 8BP

19 May 2025
Page 11

 
HSP VALVES HOLDINGS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 22 AUGUST 2024

Year ended
22 August
18 month period ended
22 August
2024
2023
Note
£
£

  

Turnover
 4 
15,330,351
24,670,247

Cost of sales
  
(11,563,618)
(18,114,761)

Gross profit
  
3,766,733
6,555,486

Administrative expenses
  
(5,201,004)
(6,400,653)

Other operating income
 5 
42,728
20,127

Operating (loss)/profit
 6 
(1,391,543)
174,960

Income from fixed assets investments
 10 
-
1,333,325

Interest receivable and similar income
 11 
7
60

Interest payable and similar expenses
 12 
(117,726)
(80,080)

(Loss)/profit before taxation
  
(1,509,262)
1,428,265

Tax on (loss)/profit
 13 
61,995
-

(Loss)/profit for the financial year/period
  
(1,447,267)
1,428,265

  

Currency translation differences
  
(73,688)
66,531

Other comprehensive income for the year/period
  
(73,688)
66,531

Total comprehensive income for the year/period
  
(1,520,955)
1,494,796

(Loss)/profit for the year/period attributable to:
  

Non-controlling interests
  
4,687
(17,009)

Owners of the Parent Company
  
(1,451,954)
1,445,274

  
(1,447,267)
1,428,265

Total comprehensive income for the year/period attributable to:
  

Non-controlling interest
  
4,598
(17,047)

Owners of the Parent Company
  
(1,525,553)
1,511,843

  
(1,520,955)
1,494,796

The notes on pages 20 to 42 form part of these financial statements.

Page 12

 
HSP VALVES HOLDINGS LIMITED
REGISTERED NUMBER: 13935919

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 22 AUGUST 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible fixed assets
 15 
55,701
68,277

Tangible fixed assets
 16 
247,966
325,306

Investments
 17 
42,228
42,228

  
345,895
435,811

Current assets
  

Stocks
 18 
2,334,257
2,072,500

Debtors: amounts falling due within one year
 19 
4,176,253
5,056,002

Cash and cash equivalents
 20 
1,025,038
219,929

  
7,535,548
7,348,431

Creditors: amounts falling due within one year
 21 
(7,660,848)
(6,048,483)

Net current (liabilities)/assets
  
 
 
(125,300)
 
 
1,299,948

Total assets less current liabilities
  
220,595
1,735,759

Other provisions
 25 
(246,744)
(240,863)

  
 
 
(246,744)
 
 
(240,863)

Net (liabilities)/assets
  
(26,149)
1,494,896


Capital and reserves
  

Called up share capital 
 26 
100
100

Foreign exchange reserve
 27 
(7,119)
66,569

Profit and loss account
 27 
(6,680)
1,445,274

Non-controlling interests
  
(12,450)
(17,047)

  
(26,149)
1,494,896


The financial statements were approved and authorised for issue by the Board and were signed on its behalf on 19 May 2025.



D T M MacKenzie
Director

The notes on pages 20 to 42 form part of these financial statements.

Page 13

 
HSP VALVES HOLDINGS LIMITED
REGISTERED NUMBER: 13935919

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 22 AUGUST 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 17 
3
3

Current assets
  

Cash and cash equivalents
 20 
98
98

Creditors: amounts falling due within one year
 21 
(87,741)
(25,109)

Net current liabilities
  
 
 
(87,643)
 
 
(25,011)

Total assets less current liabilities
  
(87,640)
(25,008)

  

  

Net liabilities
  
(87,640)
(25,008)


Capital and reserves
  

Called up share capital 
 26 
100
100

Profit and loss account
 27 
(87,740)
(25,108)

  
(87,640)
(25,008)


The financial statements were approved and authorised for issue by the Board and were signed on its behalf on 19 May 2025.



D T M MacKenzie
Director

The notes on pages 20 to 42 form part of these financial statements.

Page 14

 
HSP VALVES HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 22 AUGUST 2024


Called up share capital
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity

£
£
£
£
£
£


Comprehensive income for the period

Profit for the period
-
-
1,445,274
1,445,274
(17,009)
1,428,265

Currency translation differences
-
66,569
-
66,569
(38)
66,531
Total comprehensive income for the period
-
66,569
1,445,274
1,511,843
(17,047)
1,494,796

Shares issued during the period
100
-
-
100
-
100


Total transactions with owners
100
-
-
100
-
100



At 23 August 2023
100
66,569
1,445,274
1,511,943
(17,047)
1,494,896


Comprehensive income for the year

Loss for the year
-
-
(1,451,954)
(1,451,954)
4,686
(1,447,268)

Currency translation differences
-
(73,688)
-
(73,688)
(89)
(73,777)
Total comprehensive income for the year
-
(73,688)
(1,451,954)
(1,525,642)
4,597
(1,521,045)


Total transactions with owners
-
-
-
-
-
-


At 22 August 2024
100
(7,119)
(6,680)
(13,699)
(12,450)
(26,149)


The notes on pages 20 to 42 form part of these financial statements.

Page 15

 
HSP VALVES HOLDINGS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 22 AUGUST 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


Comprehensive income for the period

Loss for the period
-
(25,108)
(25,108)
Total comprehensive income for the period
-
(25,108)
(25,108)

Shares issued during the period
100
-
100


Total transactions with owners
100
-
100



At 23 August 2023
100
(25,108)
(25,008)


Comprehensive income for the year

Loss for the year
-
(62,632)
(62,632)
Total comprehensive income for the year
-
(62,632)
(62,632)


Total transactions with owners
-
-
-


At 22 August 2024
100
(87,740)
(87,640)


The notes on pages 20 to 42 form part of these financial statements.

Page 16

 
HSP VALVES HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 22 AUGUST 2024

2024
2023
£
£

Cash flows from operating activities

(Loss)/profit for the financial year
(1,447,267)
1,428,265

Adjustments for:

Amortisation of intangible fixed assets
19,269
11,967

Depreciation of tangible fixed assets
67,695
77,239

Interest paid
117,726
80,080

Interest received
(7)
(60)

Taxation charge
(61,995)
-

Increase in stocks
(261,757)
(923,640)

Decrease in debtors
940,563
1,801,618

Increase/(decrease) in creditors
1,835,574
(1,599,886)

Increase in provisions
-
240,863

Gain on bargain purchase
-
(1,333,325)

Currency translation differences
(52,032)
64,630

Net cash generated from/(used in) operating activities

1,157,769
(152,249)


Cash flows from investing activities

Purchase of intangible fixed assets
(7,688)
(45,044)

Purchase of tangible fixed assets
(4,043)
(5,447)

Purchase of fixed asset investments net of cash and overdraft balance acquired
-
(212,142)

Interest received
7
60

Net cash used in investing activities

(11,724)
(262,573)

Cash flows from financing activities

Issue of ordinary shares
-
100

New secured loans
426,224
65,297

Interest paid
(117,726)
(80,080)

Net cash generated from/(used in) financing activities
308,498
(14,683)
Page 17

 
HSP VALVES HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 22 AUGUST 2024


2024
2023

£
£



Net increase/(decrease) in cash and cash equivalents
1,454,543
(429,505)

Cash and cash equivalents at beginning of year
(429,505)
-

Cash and cash equivalents at the end of year
1,025,038
(429,505)


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,025,038
219,929

Bank overdrafts
-
(649,434)

1,025,038
(429,505)


The notes on pages 20 to 42 form part of these financial statements.

Page 18

 
HSP VALVES HOLDINGS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 22 AUGUST 2024




At 23 February 2022
Cash flows
At 22 August 2024
£

£

£

Cash at bank and in hand

219,929

805,109

1,025,038

Bank overdrafts

(649,434)

649,434

-

Debt due within 1 year

(65,297)

(426,224)

(491,521)


(494,802)
1,028,319
533,517

The notes on pages 20 to 42 form part of these financial statements.

Page 19

 
HSP VALVES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 22 AUGUST 2024

1.


General information

HSP Valves Holdings Limited (the 'Parent Company') is a private company, limited by shares and registered in England and Wales. The Company's registered number is 13935919. The Company's registered office address is Oxford House, Oxford Street, Newbury, West Berkshire, RG14 1JB.
The principal activity of the Parent Company is that of a holding company.
The Group provides project management services in the supply of valves and associated equipment, sourced from a global supply chain to customers in the energy sector across the Eastern Hemisphere Region that can be oil and gas end users, engineering contractors or equipment OEMs.
HSP Valves Holdings Limited was incorporated on 23 February 2022. During the previous financial period, the Directors made a decision to change the Company's accounting year end from 28 February 2023 to 22 August 2023 (i.e. 18 month period) to align with the Group companies. However, the current period is for the year ended 22 August 2024 and therefore the Statements of Comprehensive Income are not comparable.
 
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 Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Consolidated Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 20

 
HSP VALVES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 22 AUGUST 2024

2.Accounting policies (continued)

 
2.3

Going concern

Notwithstanding net liabilities of £26,149 and a loss for the year of £1,520,955, the financial statements have been prepared on a going concern basis, which the Directors consider appropriate for the following reasons. This report's review of developments and prospects sets out the company’s business activities and the factors likely to affect its future growth and performance. Based on the current backlog, the Directors remain comfortable with the achievable projection for the following financial year. The Directors believe that the company is well placed to manage its business risks successfully despite the current uncertain economic outlook.
At the time of approving the financial statements, the Directors have a reasonable expectation that the Company has adequate resources to continue operating for the foreseeable future. Thus, the Directors continue to adopt the going concern basis of accounting in preparing the financial statements.
After making enquiries, the Directors, considering the positive cash balance at year end, expected future cashflows, and the external funding support already in place, are confident that the Group will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and have, therefore, prepared the financial statements on a going concern basis.

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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 the Consolidated Statement of Comprehensive Income 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 Consolidated 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'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 21

 
HSP VALVES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 22 AUGUST 2024

2.Accounting policies (continued)

 
2.5

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover 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 turnover is recognised:

Sale of goods

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of turnover can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to the Consolidated Statement of Comprehensive Income on a straight-line basis over the lease term.

 
2.7

Interest income

Interest income is recognised in the Consolidated Statement of Comprehensive Income using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to the Consolidated Statement of Comprehensive Income 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.

 
2.9

Borrowing costs

All borrowing costs are recognised in the Consolidated Statement of Comprehensive Income in the year in which they are incurred.

 
2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

Page 22

 
HSP VALVES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 22 AUGUST 2024

2.Accounting policies (continued)

 
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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 reporting date in the countries where the Group and the Parent Company operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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 reporting date.

 
2.12

Intangible fixed assets

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

All intangible fixed assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Amortisation 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 range as follows:

Computer software
-
5
years

 
2.13

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.

Page 23

 
HSP VALVES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 22 AUGUST 2024

2.Accounting policies (continued)


2.13
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.

Depreciation is provided on the following basis:

Freehold property
-
10 years
Long-term leasehold property
-
10 - 25 years
Motor vehicles
-
4 years
Fixtures and fittings
-
3 - 10 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 the Consolidated Statement of Comprehensive Income.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.15

Associates and joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.

An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated Statement of Comprehensive Income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated Statement of Financial Position, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
Any premium on acquisition is dealt with in accordance with the goodwill policy.

Page 24

 
HSP VALVES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 22 AUGUST 2024

2.Accounting policies (continued)

 
2.16

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 reporting 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 the Consolidated Statement of Comprehensive Income.

 
2.17

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.

 
2.18

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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.19

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.20

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 the Consolidated Statement of Comprehensive Income.

 
2.21

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument.

Page 25

 
HSP VALVES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 22 AUGUST 2024

2.Accounting policies (continued)


2.21
Financial instruments (continued)

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the the Consolidated Statement of Comprehensive Income. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the Consolidated Statement of Comprehensive Income.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Page 26

 
HSP VALVES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 22 AUGUST 2024

2.Accounting policies (continued)


2.21
Financial instruments (continued)

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the statement of financial position date and the amounts reported for revenues and expenses during the period. Due to the nature of estimation, the actual outcomes may well differ from these estimates.
Critical judgements in applying the Group's accounting policies
The following judgements have had the most significant effect on amounts recognised in the Statement of Financial Position.
Credit risk related to customers
Management closely reviews the outstanding trade receivables, also considering ageing, payment history and credit risk coverage.
Inventory provisioning
Management considers the impairment of inventory on an ongoing basis. An impairment provision is recognised against inventory when the ability to sell is considered to be doubtful or uncertain. In determining whether inventory should be impaired, management considers the age of stock and current demand levels, as well as historical experience. Management regularly reassess these judgements and assumptions to ensure they remain appropriate and reliable.
Fair value estimation
The carrying values of trade payables, trade receivables and inventories less impairment provisions are assumed to approximate their fair values.
Restructuring provisions
Management has made provisions for restructuring costs and provisions for dilapidations. Management exercises judgement in the calculation of provisions for dilapidations.
 
Page 27

 
HSP VALVES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 22 AUGUST 2024

3.Judgements in applying accounting policies (continued)

Key sources of estimation uncertainty
Tangible fixed assets
The Group reviews the estimated useful life of fixed assets on an ongoing basis. The review assesses the estimated useful lives used for depreciation purposes in the Group's financial statements.
I
mpairment of assets
The Group regularly reviews its assets, including investments, stock and debtors for impairment to ensure their carrying value is reasonable.


4.


Turnover

The turnover is wholly attributable to the principal activity of the Group.

An analysis of turnover by country of destination:


Year ended
22 August
18 month period ended
22 August
2024
2023
£
£

United Kingdom
6,240,141
10,974,188

Rest of Europe
825,166
4,134,923

Rest of the world
8,265,044
9,561,136

15,330,351
24,670,247



5.


Other operating income

Year ended
22 August
18 month period ended
22 August
2024
2023
£
£

Creditor balance write off
2,666
18,552

Sundry income
40,062
1,575

42,728
20,127


Page 28

 
HSP VALVES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 22 AUGUST 2024

6.


Operating (loss)/profit

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

Year ended
22 August
18 month period ended
22 August
2024
2023
£
£

Depreciation of tangible fixed assets
67,695
77,239

Operating lease rentals
427,513
119,285

Amortisation of intangible fixed assets
19,269
11,967

Foreign exchange losses
71,970
649,868

Stock loss impairment
23,132
58,119


7.


Auditors' remuneration

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


Year ended
22 August
18 month period ended
22 August
2024
2023
£
£

Fees payable to the Group's auditors for the audit of the Group's annual financial statements including acquisition accounting and review of component auditor's work
16,250
30,000

Fees payable to the Group and Parent Company's auditors in respect of:

The auditing of the annual financial statements of subsidiaries
42,000
39,000

Taxation compliance services
8,650
8,250

All taxation advisory services not included above
-
2,500

All non-audit services not included above
10,235
9,900

Page 29

 
HSP VALVES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 22 AUGUST 2024

8.


Employees

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


Group 
Year ended 
22 August
 2024
Group
18 month period ended
 22 August
 2023
£
£



Wages and salaries
2,306,930
3,078,525

Social security costs
172,326
251,036

Staff pension costs
199,291
239,941

2,678,547
3,569,502

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


      Year ended
22 August
18 month period ended
22 August
        2024
        2023
            No.
            No.







Production and sales
42
39



Administration
8
15

50
54



Page 30

 
HSP VALVES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 22 AUGUST 2024

9.


Directors' remuneration

Year ended
22 August
18 month period ended
22 August
2024
2023
£
£

Directors' emoluments
558,686
731,212

Group contributions to defined contribution pension schemes
22,708
26,447

581,394
757,659


During the year retirement benefits were accruing to 3 Directors (2023 - 1) in respect of defined contribution pension schemes.

The highest paid Director received remuneration of £257,924 (2023 - £325,710).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £9,821 (2023 - £4,334).


10.


Gain on bargain purchase

Year ended
22 August
18 month period ended
22 August
2024
2023
£
£

Gain on bargain purchase
-
1,333,325






The gain on bargain purchase arises from the acquisition of HSP Valves Group Limited, HSP FZE and HSP Valves Trading LLC for £1 each.


11.


Interest receivable

Year ended
22 August
18 month period ended
22 August
2024
2023
£
£


Other interest receivable
7
60

Page 31

 
HSP VALVES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 22 AUGUST 2024

12.


Interest payable and similar expenses

Year ended
22 August
18 month period ended
22 August
2024
2023
£
£


Bank interest payable
51,874
53,009

Other loan interest payable
65,852
27,071

117,726
80,080


13.


Taxation


Year ended
22 August
18 month period ended
22 August
2024
2023
£
£



Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
(61,995)
-

Total deferred tax
(61,995)
-

Page 32

 
HSP VALVES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 22 AUGUST 2024
 
13.Taxation (continued)


Factors affecting tax charge for the year/period

The tax assessed for the year/period is the same as (2023 - lower than) the standard rate of corporation tax in the UK of25% (2023 - 21.47%). The differences are explained below:

Year ended
22 August
18 month period ended
22 August
2024
2023
£
£


(Loss)/profit on ordinary activities before tax
(1,509,262)
1,428,265


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 21.47%)
(377,316)
306,648

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
2,033
13,420

Fixed asset differences
156
(2,501)

Adjustment to brought forward values
-
495

Non-taxable income
-
(286,265)

Remeasurement of deferred tax for changes in tax rates
-
(18,407)

Movement in deferred tax not recognised
207,495
108,847

Other differences leading to a decrease in the tax charge
1,964
(89,251)

Foreign taxes
103,673
(32,986)

Total tax charge for the year/period
(61,995)
-


Factors that may affect future tax charges

The Group has tax losses available to be carried forward of £50,850 (18 month period ended 22 August 2023 - £334,226).
There were no factors that may affect future tax charges.


14.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the Parent Company for the year was £62,632 (18 month period ended 22 August 2023 - £25,108).

Page 33

 
HSP VALVES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 22 AUGUST 2024

15.


Intangible fixed assets

Group





Computer software

£



Cost


At 23 August 2023
80,244


Additions
7,688


Foreign exchange movement
(995)



At 22 August 2024

86,937



Amortisation


At 23 August 2023
11,967


Charge for the year
19,269



At 22 August 2024

31,236



Net book value



At 22 August 2024
55,701



At 22 August 2023
68,277

The Company does not hold any intangible fixed assets.

Page 34

 
HSP VALVES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 22 AUGUST 2024

16.


Tangible fixed assets

Group






Freehold property
Long-term leasehold property
Motor vehicles
Fixtures and fittings
Total

£
£
£
£
£



Cost 


At 23 August 2023 (restated)
1,221,898
473,569
50,302
1,416,768
3,162,537


Additions
-
-
-
4,043
4,043


Foreign exchange movement
(28,115)
-
(967)
(42,542)
(71,624)



At 22 August 2024

1,193,783
473,569
49,335
1,378,269
3,094,956



Depreciation


At 23 August 2023 (restated)
1,020,043
472,946
50,302
1,293,940
2,837,231


Charge for the year
27,248
623
-
39,824
67,695


Exchange adjustments
(39,460)
-
(967)
(17,509)
(57,936)



At 22 August 2024

1,007,831
473,569
49,335
1,316,255
2,846,990



Net book value



At 22 August 2024
185,952
-
-
62,014
247,966



At 22 August 2023 (restated)
201,855
623
-
122,828
325,306

The Company does not hold any tangible fixed assets.
The brought forward cost and depreciation has been restated to correctly reflect the gross value of the assets held in the Group. This restatement has had a nil impact on the Balance Sheet and a nil impact on the Group's profit/loss. 

Page 35

 
HSP VALVES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 22 AUGUST 2024

17.


Investments

Group





Investment in associate

£



Cost


At 23 August 2023
42,228



At 22 August 2024
42,228




Company





Investments in subsidiary companies

£



Cost


At 23 August 2023
3



At 22 August 2024
3





Direct subsidiary undertakings


The following were direct subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

HSP Valves Group Limited
Oxford House, Oxford Street, Newbury, West Berkshire, RG14 1JB
Ordinary
100%
HSP Valves FZE
HSP Valves FZE, PO Box 61225, Jebel Ali Free Zone, Dubai, UAE
Ordinary
100%
HSP Valves Trading LLC
Sheikh Rashid Bin Saeed Street, Al Markaziyah, Abu Dhabi City, Abu Dhabi
Ordinary
49%

Page 36

 
HSP VALVES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 22 AUGUST 2024

Indirect associate


The following was an indirect associate of the Company:
Name

Registered office

Class of shares

Holding

HS Pipe Equipment Qatar LLC
Regus, Doha Bank Street, Blue Tower, Sword Signal, Bank Street, PO Box 55918, Doha, Qatar
Ordinary
49%

The associate is non-trading therefore no profit recorded in the year. 


18.


Stocks

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Work in progress
1,603,893
1,360,713
-
-

Finished goods
714,059
711,787
-
-

Goods in transit
16,305
-
-
-

2,334,257
2,072,500
-
-


The difference between purchase price or production cost of stocks and their replacement cost is not material.


19.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Trade debtors
2,809,701
3,538,860
-
-

Amounts owed by related parties (note 30)
8,089
-
-
-

Other debtors
112,077
205,405
-
-

Prepayments and accrued income
1,185,574
1,311,737
-
-

Deferred taxation
60,812
-
-
-

4,176,253
5,056,002
-
-


Page 37

 
HSP VALVES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 22 AUGUST 2024

20.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
1,025,038
219,929
98
98

Less: bank overdrafts
-
(649,434)
-
-

1,025,038
(429,505)
98
98



21.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank overdrafts (note 22)
-
649,434
-
-

Bank loans (note 22)
491,521
65,297
-
-

Payments received on account
1,742,286
722,478
-
-

Trade creditors
3,807,519
3,194,551
-
-

Amounts owed to group undertakings (note 28)
57,267
-
54,691
25,109

Other taxation and social security
447,420
1,168,529
-
-

Other creditors
600,967
248,194
-
-

Accruals and deferred income
513,868
-
33,050
-

7,660,848
6,048,483
87,741
25,109


Page 38

 
HSP VALVES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 22 AUGUST 2024

22.


Short term borrowings


Analysis of the maturity of loans is given below:


Group

Group
2024
2023
£
£

Amounts falling due within one year

Bank loans
491,521
65,297

Bank overdraft
-
649,434




491,521
714,731


An analysis by bank of amounts outstanding is as follows:


Group
2024
Group
2023
£
£



HSBC Bank Middle East Limited
-
629,682

National Bank of Ras Al Khaimah (P.S.C)
491,521
85,049

491,521
714,731

Bank loans and overdrafts are secured by:

Personal guarantees from Mr. Derrick Thomas Mackenzie, Mr. Richard Jason Griffin and Mr. Vairamoorthy Subramaniyam;
Corporate guarantees from HSP Valves Holdings Limited;
Hypothecation of inventory;
Assignment of receivables;
Lien over margin deposits;
Security over all existing and future bank account; and
Signed, undated cheque.

The bank loans are subject to interest at 5% per annum below the SME Prime Rate and are repayable in monthly instalments.

Page 39

 
HSP VALVES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 22 AUGUST 2024

23.


Financial instruments

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Financial assets

Financial assets measured at fair value through profit or loss
1,025,038
219,929
98
98

Financial assets measured at amortised cost
3,907,019
4,872,753
-
-

4,932,057
5,092,682
98
98


Financial liabilities

Financial liabilities measured at amortised cost
6,981,960
4,879,954
62,541
25,109


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


Financial assets measured at amortised cost comprise trade and other debtors, amounts owed by group undertakings, amounts owed by related parties and accrued income.


Financial liabilities measured at amortised cost comprise bank loans, bank overdrafts, payments received on account, trade creditors, other creditors, amounts owed to group undertakings and deferred income.


24.


Deferred taxation


Group



2024


£






Charged to the Consolidated Statement of Comprehensive Income
60,812



At end of period
60,812

Group
2024
£

Tax losses carried forward
60,812

60,812

Page 40

 
HSP VALVES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 22 AUGUST 2024

25.


Provisions


Group



Other provisions

£





At 23 August 2023
240,863


Foreign exchange movement
5,881



At 22 August 2024
246,744

Other provisions relate to staff end-of services benefit costs.


26.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



100 (2023 - 100) Ordinary shares of £1.00 each
100
100

Ordinary shares carry voting rights, but no right to fixed income.


27.


Reserves

Foreign exchange reserve

This reserve relates to the foreign exchange translation differences which arise on the translation of the Group's net investment in its foreign subsidiaries.

Profit and loss account

This reserve represents cumulative profits and losses, less dividends paid.


28.


Pension commitments

The Group operates defined contributions pension schemes. The assets of the schemes are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £199,291 (18 month period ended 22 August 2023 - £239,941). Contributions totaling £14,986 (18 month period ended 22 August 2023 - £16,282) were payable to the fund at the reporting date and are included in creditors.

Page 41

 
HSP VALVES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 22 AUGUST 2024

29.


Commitments under operating leases

At 22 August 2024 the Group and the Parent Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£
£

Not later than 1 year
357,756
426,762

Later than 1 year and not later than 5 years
1,138,483
1,505,717

1,496,239
1,932,479

30.


Related party transactions

The Group and Parent Company have taken advantage of the exemption conferred by Section 33 Related Party Disclosures within FRS 102 not to disclose transactions entered into by 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.
During the reporting period, the Group received interest of £5,789 (18 month period ended 22 August 2023 - £1,612) from HSP Valves Trading LLC and extended a loan of £122,117 (18 month period ended 22 August 2023 - £63,289).  The Group received service charges of £137,162 (18 month period ended 22 August 2023 - £15,462) from HSP Valves Trading LLC.
At the period end, the Group was owed £57,414 (18 month period ended 22 August 2023 - £80,647 by HSP Valves Trading LLC) from HSP Valves FZE.

During the reporting period, the Group paid fees of £73,150 (18 month period ended 22 August 2023 - £69,804) on behalf of HS Pipequipment Qatar LLC. HS Pipequipment Qatar LLC paid service charges to the Group of £40,903 (18 month period ended 22 August 2023 - £56,673). HS Pipequipment Qatar LLC is a company incorporated in Qatar and is a 49% subsidiary of HSP Valves Group Limited.
 
At the period end, the Group owed HS Pipequipment Qatar LLC £57,267 (18 month period ended 22 August 2023 - £89,514).

31.


Post balance sheet events

There have been no significant events affecting the Group since the end of the reporting year.

32.


Controlling party

The Directors consider that the Group has no ultimate controlling party. 

Page 42