REGISTERED NUMBER: 05940692 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 December 2024

for

Sella Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Profit and Loss Account

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTORS:

J D Blackwell

E A Turnock

C S Parr

SECRETARY:

J D Blackwell

REGISTERED OFFICE:

Unit 3 Ivanhoe Office Park

Ivanhoe Park Way

Ashby De La Zouch

Leicestershire

LE65 2AB

REGISTERED NUMBER:

05940692 (England and Wales)

AUDITORS:

Bates Weston Audit Ltd

Statutory Auditors

Chartered Accountants

The Mills

Canal Street

Derby

DE1 2RJ

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

We aim to present a balanced and comprehensive review of the development and performance of the business during the past twelve months and its position at the year-end. Our review is consistent with the size, nature and complexity of the business.

The business is a holding company of a 100% owned trading subsidiary principally engaged in the development, supply and support of high integrity safety control systems across a variety of industries including oil and gas, petrochemicals, power, nuclear and rail.

This report reflects the progress made by the business in the twelve months of trading to 31 December 2024. We consider that our key financial performance indicators are those that communicate the financial performance and strength of the business as a whole.

During the year the only trading activity of the business was the administrative expenses in respect of the activities in managing its investment.

The business' profit before tax was £2,481,205 (2023: £(33,055)) due to a dividend received from the subsidiary offset by the administrative activities undertaken.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties facing the business are those around its trading investment and these are mitigated through the effective management of this investment.

FINANCIAL INSTRUMENTS

Price risk, credit risk, liquidity risk and cash flow risk

Price risk

The business is not exposed to any price risks.

Credit risk

The business is not exposed to any credit risk.

Liquidity risk

Liquidity is managed through the returns from the business's trading investment and funding facilities from its parent company and the business has sufficient cash and available facilities to manage its liquidity risk.

The financial statements are prepared on the basis of going concern. The business's activities, together with the factors likely to affect its future development, performance and position are set out in the fair review of the business. The directors have considered the working capital requirements for a period of 12 months from the date of this report. As a consequence, the directors believe that the business is well placed to manage its business risks successfully. After making enquiries, the directors have a reasonable expectation that the business has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Cash flow risk

The business's cash flow risk is managed through provision of adequate working capital facilities.

ON BEHALF OF THE BOARD:

J D Blackwell - Director

14 September 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company is that of an intermediate holding company.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

J D Blackwell

E A Turnock

C S Parr

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

J D Blackwell - Director

14 September 2025

Opinion

We have audited the financial statements of Sella Limited (the 'company') for the year ended 31 December 2024 which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

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

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of 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 Statement of Directors' Responsibilities set out on page three, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

Based on our understanding of the company and industry in which it operates, we identified the principal risks of non-compliance with laws and regulations and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. Audit procedures performed by the engagement team included:

-

Enquiry of management around actual and potential litigation and claims;

-

Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

-

Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;

-

Reviewing minutes of meetings of those charged with governance.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Ian Neal FCA (Senior Statutory Auditor)

for and on behalf of Bates Weston Audit Ltd

Statutory Auditors

Chartered Accountants

The Mills

Canal Street

Derby

DE1 2RJ

15 September 2025

TURNOVER

-

-

Administrative expenses

(68

)

31,980

OPERATING PROFIT/(LOSS)

4

68

(31,980

)

Income from shares in group undertakings

2,500,000

-

Income from participating interests

-

(333

)

Interest receivable and similar income

470

-

2,500,470

(333

)

2,500,538

(32,313

)

Amounts written off investments

5

19,333

-

2,481,205

(32,313

)

Interest payable and similar expenses

6

-

742

PROFIT/(LOSS) BEFORE TAXATION

2,481,205

(33,055

)

Tax on profit/(loss)

7

-

-

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

2,481,205

(33,055

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,481,205

(33,055

)

FIXED ASSETS

Investments

9

10,381,845

10,401,179

CURRENT ASSETS

Debtors

10

4,450

120,475

Cash at bank and in hand

1,510

9,845

5,960

130,320

CREDITORS

Amounts falling due within one year

11

1,103,653

3,728,552

NET CURRENT LIABILITIES

(1,097,693

)

(3,598,232

)

TOTAL ASSETS LESS CURRENT LIABILITIES

9,284,152

6,802,947

CAPITAL AND RESERVES

Called up share capital

12

343,535

343,535

Share premium

13

95,840

95,840

Capital redemption reserve

13

180,000

180,000

Retained earnings

13

8,664,777

6,183,572

SHAREHOLDERS' FUNDS

9,284,152

6,802,947

The financial statements were approved by the Board of Directors and authorised for issue on 14 September 2025 and were signed on its behalf by:

J D Blackwell - Director

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 January 2023

331,035

6,261,317

80,215

180,000

6,852,567

Changes in equity

Issue of share capital

12,500

-

15,625

-

28,125

Dividends

-

(44,690

)

-

-

(44,690

)

Total comprehensive income

-

(33,055

)

-

-

(33,055

)

Balance at 31 December 2023

343,535

6,183,572

95,840

180,000

6,802,947

Changes in equity

Total comprehensive income

-

2,481,205

-

-

2,481,205

Balance at 31 December 2024

343,535

8,664,777

95,840

180,000

9,284,152

1.	STATUTORY INFORMATION

Sella Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Preparation of consolidated financial statements

The financial statements contain information about Sella Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, HIMA Paul Hildebrandt GmbH, Albert-Bassermann-Straße 28, 68782 Brühl, Germany.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Related parties

The company is a wholly owned subsidiary of HIMA Paul Hildebrandt GmbH. The company has taken advantage of the exemption contained within Financial Reporting Standard 102 and has therefore not disclosed transactions with entities which form part of the group, other than as normally disclosed in the notes to the financial statements.

Leasing commitments

Rentals paid under operating leases are charged to the profit and loss account as incurred.

Judgements in applying accounting policies and key sources of estimation

In the application of the company's accounting policies the directors are required to make judgement estimates and assumptions about the carrying amounts of the company's assets and liabilities. These are based on historical experience and other factors that are considered relevant and are reviewed on a regular basis and recognised in the period in which the estimate is revised. Actual results may differ from these estimates.

The following are the critical judgements and where relevant the key sources of estimation uncertainty:

The carrying value of fixed asset investments is assessed annually and reviewed for any indications of impairment.

The recoverability of debtors is assessed on the likelihood and circumstances of the particular cost.

3.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

-

8,122

Social security costs

-

(1,838

)

Other pension costs

-

51

-

6,335

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

2024

2023

Directors

3

3

Admin

-

1

3

4

2024

2023

£

£

Directors' remuneration

-

58,099

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

3

3

No directors exercised share options during the year (2023 - one director).

4.	OPERATING PROFIT/(LOSS)

The operating profit (2023 - operating loss) is stated after charging:

2024

2023

£

£

Auditors' remuneration

-

1,000

5.

AMOUNTS WRITTEN OFF INVESTMENTS

2024

2023

£

£

Amounts written off joint

venture

19,333

-

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Bank loan interest

-

742

7.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023.

8.

DIVIDENDS

2024

2023

£

£

Ordinary shares of £1 each

Interim

-

44,690

9.	FIXED ASSET INVESTMENTS

Shares in

Interest

group

in joint

undertakings

venture

Totals

£

£

£

COST

At 1 January 2024

10,381,845

19,334

10,401,179

Impairments

-

(19,334

)

(19,334

)

At 31 December 2024

10,381,845

-

10,381,845

NET BOOK VALUE

At 31 December 2024

10,381,845

-

10,381,845

At 31 December 2023

10,381,845

19,334

10,401,179

The company's investments at the balance sheet date in the share capital of companies include the following:

Sella Controls Limited

Registered office: Unit 3 Ivanhoe Office Park, Ivanhoe Park Way, Ashby De La Zouch,

Leicestershire, LE65 2AB

Nature of business: Design, manufacture and supply of electronic control systems

%

Class of shares:

holding

Ordinary

100.00

SISCyber Limited

Registered office: Marina Court, Castle Street, Hull, England, HU1 1TJ

Nature of business: Functional Safety & Operational Technology Cyber Security Consultancy & Training

%

Class of shares:

holding

Ordinary

33.33

31.3.24

31.3.23

£

£

Aggregate capital and reserves

357,800

358,800

Loss for the year

(1,000

)

(1,000

)

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Other debtors

4,450

4,450

Tax

-

116,025

4,450

120,475

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed to group undertakings

1,103,653

3,727,552

Accrued expenses

-

1,000

1,103,653

3,728,552

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

331,035

Ordinary

£1

331,035

331,035

12,500

Ordinary A

£1

12,500

12,500

343,535

343,535

13.

RESERVES

Capital

Retained

Share

redemption

earnings

premium

reserve

Totals

£

£

£

£

At 1 January 2024

6,183,572

95,840

180,000

6,459,412

Profit for the year

2,481,205

2,481,205

At 31 December 2024

8,664,777

95,840

180,000

8,940,617

14.	ULTIMATE PARENT COMPANY

The company's ultimate parent undertaking is HIMA Paul Hildebrandt GmbH, Albert-Bassermann-Straße 28, 68782 Brühl, Germany.

The consolidated financial statements of HIMA Paul Hildebrandt GmbH may be obtained from Bundesanzeiger, the German company register.