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HSP Valves Group Limited
Registered number: 05078185
Annual report and
financial statements
For the year ended 31 August 2024
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2024
The Directors present their Strategic Report for the year ended 31 August 2024.
During the previous financial period, the Directors made a decision to change the Company's accounting year end from 31 March 2023 to 31 August 2023 (i.e. 17-month period) to align with the Group companies. However, the current period is for the year ended 31 August 2024 and therefore the Statements of Comprehensive Income are not comparable.
The Company’s principal activity during the year was supplying manual and automated valves to the energy sector.
The Company 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 Company has a strong and well established customer base of End Users, Engineering Contractors, and OEMs (Original Equipment Manufacturers) across the Eastern Hemisphere.
The Company aims to strengthen its end user customer base domestically and internationally, both in our traditional sectors and support our clients in their energy transition.
For the year ended 31 August 2024, the Company generated turnover of £13,317,741 (17 month period ended 31 August 2023 - £20,332,382). This resulted in a gross profit of £3,187,501 or 24% (17 month period ended 31 August 2023 - £4,770,120 or 23%) and loss before taxation of £783,957 (17 month period ended 31 August 2023 - £431,129).
The Company recorded a loss after tax of £783,957 (17 month period ended 31 August 2023 - £431,129).
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
Financial key performance indicators
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The Company's key financial and other performance indicators during the year/period were as follows:
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Year ended
31 August 2024
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17 month period ended
31 August 2023
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Average number of employees
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Principal risks and uncertainties
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The Company is subject to a number of 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 could cause our sales to decrease.
∙Supply of equipment may fluctuate due to a number of 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 a number of companies could reduce market share and have an adverse effect on selling prices and sales volumes.
∙The development of alternatives to distributors in the supply chain could cause a decrease in operating results and limit the ability to grow our business.
∙Increases in customer, manufacturer and competitor stock levels of valve products could reduce short term demand for product.
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
Principal risks and uncertainties (continued)
The diversity of product offerings, the customer base and geographic markets temper the effect of any downturns in a particular market. The Company 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.
The Company's principal financial risks are its exposures to changes in currency exchange rates and 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 Company's most significant credit risk. The bulk of business continues to be conducted with large companies which have strong credit ratings. Any major contracts with new customers are managed through standard practices such as upfront payment, insured debtors or milestone payments.
Currency exchange rate risk
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The Company's principal financial risks are its exposures to changes in currency exchange rates and 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 Company's most significant credit risk. The bulk of business continues to be conducted with large companies which have strong credit ratings. Any major contracts with new customers are managed through standard practices such as upfront payment, insured debtors or milestone payments.
Credit and liquidity risk
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The Company's principal financial assets are bank balances, intercompany balances and trade and other debtors.
The Company has no significant concentration of credit risk with a single counterparty as exposure is spread over a number of counterparties.
The Company's principal financial liabilities are its intercompany funding and trade creditors.
Directors' statement of compliance with duty to promote the success of the Company
Section 172 (1) Statement
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The Board of Directors of the Company, and each Director, have acted in a way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole (having regard to the Company'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 Company's regulatory compliance framework and its investment risk framework. Management reviews capital and liquidity plans on a regular basis.
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
Risk management
Our activities are highly monitored and as such it is important that the Company has an effective risk management framework in place.
Business relationships
The business strategy of the Company prioritises organic growth of the net trading book revenues through the development of new strategies and improving the performance of existing strategies. The Company is dependent upon external factors such as oil and gas prices. To enable the Company to achieve this strategy, the Directors of the Company ensure that the Company's employees develop and maintain strong relationships with its customers and suppliers.
Directors' statement of compliance with duty to promote the success of the Company
Section 172 (1) Statement (continued)
Business conduct
The Directors have a duty to ensure that the Company 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 Company'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 Company 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 Company 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.
This report was approved by the board and signed on its behalf.
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2024
The Directors present their report and the financial statements for the year ended 31 August 2024.
Directors' responsibilities statement
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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 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 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; and
∙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 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the year, after taxation, amounted to £783,957 (17 month period ended 31 August 2023 loss of £431,129).
No dividends have been declared or paid during the year (17 month period ended 31 August 2023 - £Nil).
The Directors who served during the year were::
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
Economic impact of global events
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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 Company, 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.
Notwithstanding net assets of £177,537 and a loss for the year of £783,597, 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. Furthermore, the parent company, HSP Valves Holdings Limited, has confirmed in writing that it will make funds available to the Company should it be required, to ensure the Company continues to meet its liabilities as they fall due.
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.
The Company intends to continue operating in the energy market and supply engineered valves and automation.
The Company forms part of a group with an established international footprint and exposure to key sectors of the energy industry. The Company 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
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The Company recognises the importance of its environmental, health and safety responsibilities, and as such the Company 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 Company's objective is to deliver operations in a safe and sustainable manner.
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
The Company’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.
The Company does not make use of complex financial instruments.
The Company did not make any political or charitable donations or incurred any political expenditure during the current year or prior period.
Qualifying third party indemnity provisions
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The Company has made qualifying third party indemnity provisions for the benefit of its Directors which were made during the year and remain in force at the date of this report.
Matters covered in the Strategic Report
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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 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 auditor
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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's auditor is 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's auditor is aware of that information.
Post balance sheet events
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There have been no significant events affecting the Company since the year end.
The auditor, Forvis Mazars LLP, will 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.
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HSP VALVES GROUP LIMITED
Opinion
We have audited the financial statements of HSP Valves Group Limited (the ‘Company’) for the year ended 31 August 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 Company’s affairs as at 31 August 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 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 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.
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HSP VALVES GROUP LIMITED
Other information (continued)
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 Strategic Report and the Directors' Report for the financial period 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 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 and 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 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 Company or to cease operations, or have no realistic alternative but to do so.
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HSP VALVES GROUP 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 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 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 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 and the Companies Act 2006.
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HSP VALVES GROUP 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 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
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2024
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17 month period ended
31 August
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Interest receivable and similar income
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Interest payable and similar expenses
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Loss for the financial year/period
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All results in the current year and prior period arise from continuing operations.
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There was no other comprehensive income for 2024 (17 month period ended 31 August 2023: £Nil).
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The notes on pages 16 to 33 form part of these financial statements.
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
REGISTERED NUMBER: 05078185
STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2024
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Debtors: Amounts falling due within one year
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Total assets less current liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 16 to 33 form part of these financial statements.
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
REGISTERED NUMBER: 05078185
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 AUGUST 2024
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2024
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Comprehensive income for the period
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Total comprehensive income for the period
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Comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 16 to 33 form part of these financial statements.
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
HSP Valves Group Limited (the 'Company') is a company incorporated and registered in England and Wales. The Company's registered number is 05078185. The Company's registered office address is Oxford House, Oxford Street, Newbury, West Berkshire, RG14 1JB.
The Company’s principal activity during the year was supplying manual and automated valves to the energy sector.
During the previous financial period, the Directors made a decision to change the Company's accounting year end from 31 March 2023 to 31 August 2023 (i.e. 17-month period) to align with the Group companies. However, the current period is for the year ended 31 August 2024 and therefore the Statements of Comprehensive Income are not comparable.
2.Accounting policies
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Basis of preparation of financial statements
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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).
These financial statements have been prepared in Pounds Sterling (£) as this is the Company's functional currency, being the currency of the primary economic environment in which the Company operates.
Monetary amounts in these financial statements have been rounded to the nearest whole £.
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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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 HSP Valves Holdings Limited. as at 22 August 2023 and these financial statements may be obtained from the Company Secretary at their registered office.
- 16 -
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
2.Accounting policies (continued)
Notwithstanding net assets of £177,537 and a loss for the year of £783,597, 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. Furthermore, the parent company, HSP Valves Holdings Limited, has confirmed in writing that it will make funds available to the Company should it be required, to ensure the Company continues to meet its liabilities as they fall due.
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.
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Foreign currency translation
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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 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 Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Statement of Comprehensive Income within 'other operating income'.
- 17 -
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
2.Accounting policies (continued)
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company 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 Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company 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 Company 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.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight-line basis over the lease term.
Interest income is recognised in Statement of Comprehensive Income using the effective interest method.
Finance costs are charged to the 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.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
- 18 -
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
2.Accounting policies (continued)
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible 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.
The estimated useful lives range as follows:
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.
At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Land is not depreciated. Depreciation on other assets 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:
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Leasehold land and buildings
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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 Statement of Comprehensive Income.
Investments in joint ventures are measured at cost less accumulated impairment.
- 19 -
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
2.Accounting policies (continued)
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 Statement of Comprehensive Income.
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.
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Cash and cash equivalents
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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.
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.
The Company 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 Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.
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 Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
- 20 -
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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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 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 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 Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans 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.
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 Company 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 Company will continue to recognise the value of the portion of the risks and rewards retained.
- 21 -
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
2.Accounting policies (continued)
2.19 Financial Instruments (continued)
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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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 year. Due to the nature of estimation, the actual outcomes may well differ from these estimates.
Management has made the following judgements in applying the Company's accounting policies:
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.
- 22 -
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
The turnover is wholly attributable to the principal activity of the Company.
Analysis of turnover by country of destination:
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17 month period ended
31 August
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17 month period ended
31 August
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Creditor balance written off
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- 23 -
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
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The operating loss is stated after charging/(crediting):
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17 month period ended
31 August
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Depreciation of tangible fixed assets
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Amortisation of intangible fixed assets
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Foreign exchange movement
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During the year, the Company obtained the following services from the Company's auditor:
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17 month period ended
31 August
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Fees payable to the Company's auditors for the audit of the Company's financial statements
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The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the Parent Company.
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- 24 -
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
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Staff costs were as follows:
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17 month period ended
31 August
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The average monthly number of employees, including the Directors, during the year was as follows:
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17 month period ended
31 August
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Directors' remuneration is borne by the Company's parent company, HSP Valves Holdings Limited.
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- 25 -
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
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17 month period ended
31 August
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Intercompany interest receivable
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Interest payable and similar expenses
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17 month period ended
31 August
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17 month period ended
31 August
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Total current tax charge/(credit)
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- 26 -
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
12.Taxation (continued)
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Factors affecting tax charge for the year/period
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The tax assessed for the year/period is higher than (2023 -higher than) the standard rate of corporation tax in the UK of 25% (2023 -20.77%). The differences are explained below:
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17 month period ended
31 August
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Loss on ordinary activities before tax
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(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2022 - 20.77%)
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Expenses not deductible for tax purposes
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Remeasurement of deferred tax for
changes in tax rates
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Movement in deferred tax not recognised
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Adjustments to brought forward values
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Total tax credit for the year/period
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
- 27 -
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
- 28 -
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
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Leasehold land and buildings
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Investments in joint venture
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- 29 -
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
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The undertakings in which the Company's interest at the year end is more than 20% are as follows:
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HS Pipe Equipment Qatar LLC
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Regus, Doha Bank Street,
Blue Tower, Sword Signal,
Bank Street, PO Box 55918,
Doha, Qatar
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The write-down of inventories to net realisable value amounted to £23,132 (17 month period ended 31 August 2023 - £58,119).
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Amounts owed by group undertakings (note 24)
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Amounts owed by related parties (note 24)
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Prepayments and accrued income
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Amounts owed by group undertakings and related parties are unsecured, interest free and repayable on demand.
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Cash and cash equivalents
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- 30 -
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings (note 24)
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Amounts owed to related parties (note 24)
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Advance receipts from customers
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings and related parties are unsecured, interest free and repayable on
demand.
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Allotted, called up and fully paid
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102,632 (2023 -102,632) Ordinary shares of £1.00 each
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Ordinary shares carry voting rights, but no right to fixed income.
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Share premium account
This reserve represents the amount above the nominal value received for issued share capital less transaction costs.
Profit and loss account
This reserve represents cumulative profits and losses, less dividends paid.
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £148,646 (17 month period ended 31 August 2023 - £188,955). Contributions totaling £14,986 (17 month period ended 31 August 2023 - £12,822) were payable to the fund at the reporting date and are included in creditors.
- 31 -
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
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Commitments under operating leases
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At 31 August 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Related party transactions
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The Company has 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 year, the Company paid fees of £73,150 (17 month period ended 31 August 2023 - £69,804) on behalf of HS Pipequipment Qatar LLC. HS Pipequipment Qatar LLC recharged service charges to the Company of £40,903 (17 month period ended 31 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 year end, the Company owed HS Pipequipment Qatar LLC £57,267 (17 month period ended 31 August 2023 - £89,514).
Related party transactions are under terms that are no less favourable than those arranged with third parties.
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Post balance sheet events
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There have been no significant events affecting the Company since the end of the reporting period.
- 32 -
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This draft produced on 1/8/2024
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HSP VALVES GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
The Company's immediate and ultimate parent company is HSP Valves Holdings Limited, a company incorporated in the United Kingdom and registered in England and Wales. Its registered office address is Oxford House, Oxford Street, Newbury, England, RG14 1JB.
The largest and smallest group in which the results of the Company are consolidated is that of HSP Valves Holdings Limited. Copies of the consolidated financial statements of this Company can be obtained from the Company Secretary at the registered office of HSP Valves Holdings Limited.
The Directors consider there to be no ultimate controlling party.
- 33 -
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