De Dietrich Process Systems Limited - Limited company accounts 25.1

REGISTERED NUMBER: 02838099 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 December 2024

for

DE DIETRICH PROCESS SYSTEMS LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

Mr H M Buffery

Mr F R P Burg

Mrs S R A Paillat

SECRETARY:

Mr H M Buffery

REGISTERED OFFICE:

Unit B1 Douglas Park

Stone Business Park

Opal Way

Stone

ST15 0YJ

REGISTERED NUMBER:

02838099 (England and Wales)

AUDITORS:

Constantin

25 Hosier Lane

London

EC1A 9LQ

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

REVIEW OF BUSINESS

The enhancements and initiatives introduced in 2023 have gained further momentum throughout 2024, yielding significant progress. Notable developments include a substantial increase in quotation volumes for our new 'Systems' products, the successful acquisition of multiple Front-End Engineering Design (FEED) projects with new clients across various sectors - some of which represent new markets for the business - a relocation of our office premises, and, most critically, the recruitment of several key personnel who have already made a transformative contribution to our ongoing innovation strategy.

In parallel, we have implemented a new Customer Relationship Management (CRM) system, consolidated software upgrades for document management and workflow control, and initiated the transition to a new Enterprise Resource Planning (ERP) system, with completion targeted for 2025. The key projects identified as priorities for 2023 were all secured in 2024, supplemented by additional unforeseen opportunities. Collaboration with our sister companies within the group has remained robust, fostering promising prospects for 2025 that we are eager to pursue.

Financial key performance indicators

The company believes the performance indicators that best communicate the financial strength of the company are Turnover, Gross Profit, EBITDA, O/I and Profit. By ensuring these are healthy the Company will retain good cash-flow giving stability and strength going forward.

2024

2023

£'000

Turnover

7,512

7,333

Gross Profit Margin %

41.0%

EBITDA

201

478

Operating income/(loss)

201

478

Profit/(Loss) before tax

376

657

Profit for the financial year

354

454

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

In 2024, the stabilisation of inflation and interest rates in the UK has resulted in a less challenging economic environment for the business compared to recent years. The majority of our supply chain remains within group companies, which, consistent with prior years, proactively mitigate exposure to volatile energy and material costs through strategic supply chain management and process optimisations. Within our specific project portfolio, we have observed no discernible impact from these economic metrics on our market competitiveness-a factor we can now monitor with greater precision due to operational enhancements implemented by the business. While the geopolitical climate in 2024 has undoubtedly influenced the broader context of the year, the geographic scope of our operations and the nature of our sectors have insulated us from any significant adverse effects.

FUTURE DEVELOPMENT

The outlook for the business in 2025 is highly promising. We are advancing our modernisation efforts through the implementation of a new Enterprise Resource Planning (ERP) system and further digital integration of our processes, supported by the contributions of our recently onboarded team members. The company has secured several Front-End Engineering Design (FEED) projects in recent months, which are expected to evolve into comprehensive equipment supply contracts throughout the year, bolstering our commercial prospects. Additionally, we are exploring the application of artificial intelligence to enhance productivity and deliver a state-of-the-art iteration of our services, reinforcing our commitment to innovation and customer value.

ON BEHALF OF THE BOARD:

Mr H M Buffery - Director

26 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 the design, procurement, assembly, testing, supply, installation, commissioning, validation, after sales 'site' operations e.g. maintenance, service, upgrades, re-glass, repair, etc. of Process Plant and Machinery for the Chemical, Pharmaceutical, Plant-Based, precious metal recovery etc., industries. The major plant items are produced from the Company's competence centers in France, Germany, and Switzerland. De Dietrich Process Systems Limited mainly operates in the UK, Irish and South African markets.

DIVIDENDS

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

FUTURE DEVELOPMENTS

Details of future developments can be found in the Strategic Report.

DIRECTORS

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

Mr H M Buffery

Mr F R P Burg

Mrs S R A Paillat

Directors Indemnities

The Group has 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.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company's operations expose it to a variety of financial risks that include the effect of credit risk and liquidity risk. The Company has in place policies that seek to mitigate any adverse effect on the financial performance of the Company by monitoring levels of liquidity and the related finance costs. The policies set by Senior Management e.g. Director, the board, or both, are implemented by the finance department.

Credit Risk

The Company has implemented policies that require appropriate credit assessment on potential customers before sales are made. The amount of exposure to any individual counterparty is subject to review by the financial department and Company's Senior Management i.e. Director level.

Liquidity Risk

The Company actively maintains cash balances to ensure it has sufficient available funds for operations and future growth.

OTHER MATTERS

The ongoing conflict in Ukraine is a significant humanitarian and political crisis. It is important to note that due to the company's geographical locations and customer base, the war has had no material impact on the company's operations or financial performance during this reporting period. We will continue to monitor the situation closely.

With regards to inflation, the business continues to benefit from the wider groups derisking strategy to stabilise their supply chain (mainly the procurement of their raw goods/making process changes to reduce energy usage). This has by extension, lead to stability for our procurement of group goods. More generally our supply chain appears to be less effected by inflation than other sectors in the UK

GOING CONCERN

The Company made a profit of £377k (2023 - £657k) for the year ended and the Company's total assets exceeded current liabilities by £6,013k(2023 - £6,842k). The forecasts for 2025 suggest sales will be £8,149k with pre-tax profits of £837k. Estimated cash at bank and in hand by the end of 2025 is £1,681k. Therefore, the directors believe it is appropriate to prepare the financial statements on the going concern basis.

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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Constantin, will be proposed for re-appointment in accordance with section 485 of the Companies

Act 2006.

ON BEHALF OF THE BOARD:

Mr H M Buffery - Director

26 September 2025

Opinion

In our opinion the financial statements of De Dietrich Process Systems Limited (the 'company'):

- 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 Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland"; and

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

We have audited the financial statements which comprise:

- the statement of comprehensive income;

- the balance sheet;

- the statement of changes in equity;

- the material accounting policy information and

- the related notes 1 to 19.

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).

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 Financial Reporting Council's (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.

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.

Report on other legal and regulatory 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.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

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. 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.

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

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

We considered the nature of the company's industry and its control environment, and reviewed the company's documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company's business sector.

We obtained an understanding of the legal and regulatory framework that the company operates in, and identified the key laws and regulations that:

- had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act, pensions legislation and tax legislation; and

- do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

- reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- enquiring of management and legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and

- reading minutes of meetings of those charged with governance.

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.

Report on other legal and regulatory requirements

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 year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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 any material misstatements in the strategic report or the directors' report.

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report in respect of the following matters 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.

We have nothing to report in respect of these matters.

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 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.

Thierry de Gennes ACA (Senior Statutory Auditor)

for and on behalf of Constantin

25 Hosier Lane

London

EC1A 9LQ

26 September 2025

TURNOVER

3

7,512

7,334

Cost of sales

4,463

4,354

GROSS PROFIT

3,049

2,980

Administrative expenses

2,848

2,502

OPERATING PROFIT

5

201

478

Interest receivable and similar income

6

175

179

PROFIT BEFORE TAXATION

376

657

Tax on profit

7

22

203

PROFIT FOR THE FINANCIAL YEAR

354

454

OTHER COMPREHENSIVE INCOME

Loss on defined benefit pension scheme

(456

)

173

Other adjustments

94

(485

)

Income tax relating to components of other

comprehensive income

-

OTHER COMPREHENSIVE INCOME

FOR THE YEAR, NET OF INCOME TAX

(362

)

(312

)

TOTAL COMPREHENSIVE INCOME

FOR THE YEAR

(8

)

142

Prior year adjustment

9

(122

)

TOTAL COMPREHENSIVE INCOME

SINCE LAST ANNUAL REPORT

(130

)

FIXED ASSETS

Intangible assets

10

-

Tangible assets

11

104

14

104

14

CURRENT ASSETS

Stocks

12

279

145

Debtors

13

6,095

6,787

Cash in hand

1,847

2,450

8,221

9,382

CREDITORS

Amounts falling due within one year

14

2,311

2,554

NET CURRENT ASSETS

5,910

6,828

TOTAL ASSETS LESS CURRENT

LIABILITIES

6,014

6,842

PROVISIONS FOR LIABILITIES

16

1

-

NET ASSETS

6,013

6,842

CAPITAL AND RESERVES

Called up share capital

17

500

Share premium

1,918

Retained earnings

3,595

4,424

SHAREHOLDERS' FUNDS

6,013

6,842

The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2025 and were signed on its behalf by:

Mr H M Buffery - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£'000

Balance at 1 January 2023

500

3,927

1,918

6,345

Changes in equity

Profit for the year

-

576

-

576

Other comprehensive income

-

(344

)

-

(344

)

Total comprehensive income

-

232

-

232

2022 adjustment relating to the

defined pension scheme

-

387

-

387

Balance at 31 December 2023

500

4,546

1,918

6,964

Prior year adjustment

-

(122

)

-

(122

)

As restated

500

4,424

1,918

6,842

Changes in equity

Profit for the year

-

354

-

354

Other comprehensive income

-

(348

)

-

(348

)

Total comprehensive income

-

6

-

6

Dividends

-

(835

)

-

(835

)

Balance at 31 December 2024

500

3,595

1,918

6,013

1.	STATUTORY INFORMATION

De Dietrich Process Systems 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

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 judgment in applying the Company's accounting policies.

The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

Going concern

The Company made a profit of £377k (2023 - £263k) for the year ended and the Company's total assets exceeded current liabilities by £6,188k(2023 - £6,994k). The forecasts for 2025 suggest sales will be £8,149k with pre-tax profits of £837k. Estimated cash at bank and in hand by the end of 2025 is £1,681k. Therefore, the directors believe it is appropriate to prepare the financial statements on the going concern basis.

Financial Reporting Standard 102 - reduced disclosure exemptions

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

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirement of paragraph 33.7.

This information is included in the consolidated financial statements of the largest group by Financiere de Jaegerthal. as at 31 December 2024 and these financial statements may be obtained from Financial and Administrative Department, Château de Reichshoffen, 67891Niederbronn, Cedex, France.

Significant judgements and estimates

In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical accounting judgements and key sources of estimation uncertainty

The following are the critical judgements, apart from those involving estimations (which are ealt with separately below), that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

Revenue recognition

In making the revenuerecognition judgement, management considered the detailed criteria for the recognition of revenue from the sale of goods, in particular, whether the Company had transferred to the buyer the significant risks and rewards of ownership of the goods. Following the detailed quantification of the Company's liability in respect of rectification work, and the agreed limitation on the customer's ability to require further work or to require replacement of the goods, the directors are satisfied that the significant risks and rewards have been transferred and that recognition of the revenue in the current year is appropriate, in conjunction with recognition of an appropriate provision for the rectification costs.

Pensions liability

Estimation of the net liability to pay pensions depends on a number of complex judgements relating to the discount rate used, the expected rate of price inflation, the rate at which salaries and pensions are expected to increase, mortality rates and rate of commutation of pensions. We received from our pension actuary partner XPS for the year ending 31 December 2024 which reports the pension made a surplus for the second consecutive year.

We have adopted a prudential position by not recognizing this surplus as an asset: an exchange with the trustees is planned to decide and validate on the position to adopt.

Useful economic lives of property, plant and equipment.

The annual depreciation charge for property, plant and equipment is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover is recognised when significant risks and rewards of ownership of the goods have transferred to the buyer, the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred in respect of the transaction can be measured reliably.

Profit is recognised on long term contracts, if the final outcome can be assessed with reasonable certainty, by including in the profit and loss account turnover and related costs as contract activity progresses.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

20% on cost

Fixtures and fittings

-

20% on cost

Computer equipment

-

20% on cost

Stocks

Stock and work in progress is stated at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing stock to its present location and condition. Cost is calculated using the first-in, first-out formula. Provision is made for damaged, obsolete and slow-moving stock where appropriate.

Interest income and finance costs

Interest income is recognised in profit or loss using the effective interest method.

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

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

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

Defined benefit pension plan

The Company operates a defined benefit plan for certain employees. A defined benefit plan defines the pension benefit that the employee will receive on retirement, usually dependent upon several factors including but not limited to age, length of service and remuneration. A defined benefit plan is a pension plan that is not a defined contribution plan.

The liability recognised in the Balance Sheet in respect of the defined benefit plan is the present value of the defined benefit obligation at the end of the balance sheet date less the fair value of plan assets at the balance sheet date (if any) out of which the obligations are to be settled. The defined benefit obligation is calculated using the projected unit credit method. Annually the company engages independent actuaries to calculate the obligation. The present value is determined by discounting the estimated future payments using market yields on high quality corporate bonds that are denominated in sterling and that have terms approximating to the estimated period of the future payments ('discount rate').

The fair value of plan assets is measured in accordance with the FRS 102 fair value hierarchy and in accordance with the Company's policy for similarly held assets. This includes the use of appropriate

valuation techniques.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income. These amounts together with the return on plan assets, less amounts included in net interest, are disclosed as 'Remeasurement of net defined benefit liability'. The cost of the defined benefit plan, recognised in profit or loss as employee costs, except where included in the cost of an asset, comprises:

a) the increase in net pension benefit liability arising from employee service during the period; and

b) the cost of plan introductions, benefit changes, curtailments and settlements.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is recognised in profit or loss as a 'finance expense'.

Pension costs and other post-retirement benefits

Typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.

The liability recognised in the Statement of Financial Position in respect of defined benefit pension plans is the present value of the defined benefit obligation at the reporting date minus the fair value of plan assets. The defined benefit obligation is determined by discounting the estimated future payments by reference to market yields at the reporting date on high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability.

Actuarial gains and losses are charged or credited to other comprehensive income in the period in

which they arise.

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.

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.

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.

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive

obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

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

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

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

31.12.24

31.12.23

as restated

£'000

United Kingdom

2,965

2,680

Europe

3,982

4,459

Rest of the world

565

195

7,512

7,334

4.	EMPLOYEES AND DIRECTORS

31.12.24

31.12.23

as restated

£'000

Wages and salaries

1,280

1,204

Social security costs

156

140

Other pension costs

182

219

1,618

1,563

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

31.12.24

31.12.23

as restated

Production

13

11

Administration and support

5

Sales

6

24

22

31.12.24

31.12.23

as restated

£

Directors' remuneration

118,710

107,551

Directors' pension contributions to money purchase schemes

2,724

-

Highest paid director

31.12.24

31.12.23

£'000

Emoluments and other benefits

119

107

Pension

3

-

122

107

5.	OPERATING PROFIT

The operating profit is stated after charging:

31.12.24

31.12.23

as restated

£'000

Other operating leases

178

245

Depreciation - owned assets

18

11

Auditors' remuneration

33

36

Foreign exchange differences

210

36

6.

INTEREST RECEIVABLE AND SIMILAR INCOME

31.12.24

31.12.23

as restated

£'000

Interest receivable

175

179

7.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

31.12.24

31.12.23

as restated

£'000

Current tax:

UK corporation tax

-

111

Deferred tax

22

92

Tax on profit

22

203

UK corporation tax has been charged at 25% (2023 - 23.52%).

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.24

31.12.23

as restated

£'000

Profit before tax

377

656

Profit multiplied by the standard rate of corporation tax in the UK of 25%

(2023 - 23.520%)

94

154

Effects of:

Expenses not deductible for tax purposes

3

1

Utilisation of tax losses

-

6

for changes in tax rates

Adjustments to tax charge in respect of previous periods

-

4

Adjustments to tax charge in respect of previous periods - deferred tax

-

31

Movement in deferred tax not recognised

-

(6

)

Other permanent differences

-

13

Losses carried back

16

-

Deferred tax relating to other comprehensive income

(91

)

-

Total tax charge

22

203

Tax effects relating to effects of other comprehensive income

31.12.24

Gross

Tax

Net

£'000

Loss on defined benefit pension scheme

(456

)

-

(456

)

Other adjustments

94

-

94

(362

)

-

(362

)

31.12.23

Gross

Tax

Net

£'000

Loss on defined benefit pension scheme

173

-

173

Other adjustments

(485

)

-

(485

)

Income tax relating to components of

other comprehensive income

(312

)

-

(312

)

Factors that may affect future tax charges

The Finance Act 2021 laid the groundwork for the main corporation tax rate to increase from 19 to 25% with effect from 1 April 2023, unless profits are below £250k, in which case the lower rate of 19% or effective marginal rate of 26.6% could apply. The closing deferred tax assets and liabilities have been calculated at 25%, on the basis that this is the rate at which those assets and liabilities are expected to unwind.

8.

DIVIDENDS

31.12.24

31.12.23

as restated

£'000

Ordinary shares of £1 each

Interim

835

-

9.	PRIOR YEAR ADJUSTMENT

A total adjustment has been made to the prior periods amounting to £122,078. This is made up of two elements as detailed below:

1. The 2023 comparatives have been restated after reclassifying the defined benefit deficit reduction contributions as an adjustment to Other Comprehensive Income. The contributions are allowable for tax purposes, so there are no tax consequences. Deferred Tax was increased as a result by £10,538.

2. A further amendment has been made to the prior year due to an under-provision of the corporation tax charged to the Statement of Comprehensive Income. The under provision was £111,540.

10.	INTANGIBLE FIXED ASSETS

Goodwill

£'000

COST

At 1 January 2024

and 31 December 2024

252

AMORTISATION

At 1 January 2024

and 31 December 2024

252

NET BOOK VALUE

At 31 December 2024

-

At 31 December 2023

-

11.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

Computer

machinery

fittings

equipment

Totals

£'000

COST

At 1 January 2024

107

206

141

454

Additions

12

96

-

108

At 31 December 2024

119

302

141

562

DEPRECIATION

At 1 January 2024

107

202

131

440

Charge for year

1

15

2

18

At 31 December 2024

108

217

133

458

NET BOOK VALUE

At 31 December 2024

11

85

8

104

At 31 December 2023

-

4

10

14

12.

STOCKS

31.12.24

31.12.23

as restated

£'000

Work-in-progress

134

90

Finished goods

145

55

279

145

13.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

as restated

£'000

Trade debtors

2,417

2,905

Amounts owed by group undertakings

3,286

3,710

Tax recoverable

8

-

Deferred tax asset

Other timing differences

-

22

Prepayments and accrued income

384

150

6,095

6,787

14.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

as restated

£'000

Trade creditors

1,287

910

Amounts owed to group undertakings

96

24

Tax

67

Social security and other taxes

114

199

Other creditors

65

71

Deferred income

-

738

Accrued expenses

682

545

2,311

2,554

15.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

31.12.24

31.12.23

as restated

£'000

Within one year

155

68

Between one and five years

362

29

517

97

The amount of non-cancellable operating lease payments recognised as an expense during the year was £157k (2023 - £243k).

16.	PROVISIONS FOR LIABILITIES

31.12.24

£'000

Deferred tax

Other timing differences

1

Deferred

tax

£'000

Balance at 1 January 2024

As previously reported

(63

)

Prior year adjustment

41

As restated

(22

)

Charged to profit for the year

23

Charges to other comprehensive

Other adjustments

Balance at 31 December 2024

1

17.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

as restated

£'000

500,000

Ordinary

£1

500

18.	EMPLOYEE BENEFIT OBLIGATIONS

Defined benefit pension schemes

All figures are shown in £ s.

De Dietrich Process Systems Limited operates a defined benefit scheme in the UK which provides both pensions in retirement and death benefits to members. Pension benefits are related to the members' final salary at retirement and their length of service. Since 5 April 2003 the Plan has been closed to accrual.

The latest actuarial valuation of the Scheme was carried out as at 14th January 2025. As part of the valuation, a recovery plan was put into place under which the Employer agreed to pay deficit contributions of £480,000, per annum in 2018, 2019 and 2020. The liabilities of the Scheme have been calculated by updating the results of the actuarial valuation as at 5 April 2020 to allow for the passage of time, benefits paid out and changes in actuarial assumptions over the period from 5 April 2017 to 31 December 2020.

We received from our pension actuary partner XPS an unusual assessment from the year end pension assessment for the closing 2024, the deficit from the last years has been covered and shows a surplus at the year end.

We have adopted a prudential position by not recognizing this surplus as an asset: an exchange with the trustees is planned for May to decide and validate on the position to adopt.

The amounts recognised in the balance sheet are as follows:

Defined benefit

pension plans

31.12.24

31.12.23

as restated

£'000

Present value of funded obligations

(10,000

)

(10,671

)

Fair value of plan assets

10,772

11,492

772

821

Present value of unfunded obligations

-

Asset limitation (IFRIC 14)

(772

)

(821

)

Deficit

-

Net liability

-

The amounts recognised in profit or loss are as follows:

Defined benefit

pension plans

31.12.24

31.12.23

as restated

£'000

Current service cost

-

Interest cost

464

525

Expected return

(509

)

(548

)

Past service cost

-

Administration expenses

118

168

Restriction on the interest recognisable

(IFRIC 14)

45

23

118

168

Actual return on plan assets

(378

)

507

Changes in the present value of the defined benefit obligation are as follows:

Defined benefit

pension plans

31.12.24

31.12.23

as restated

£'000

Opening defined benefit obligation

10,671

11,064

Interest cost

464

525

Actuarial losses/(gains)

(431

)

(214

)

Benefits paid

(704

)

(704

)

10,000

10,671

Changes in the fair value of scheme assets are as follows:

Defined benefit

pension plans

31.12.24

31.12.23

as restated

£'000

Opening fair value of scheme assets

11,492

11,377

Contributions by employer

480

Expected return

509

548

Actuarial gains/(losses)

(887

)

(41

)

Benefits paid

(704

)

(704

)

Plan administration costs

(118

)

(168

)

10,772

11,492

The amounts recognised in the statement of recognised gains and losses are as follows:

Defined benefit

pension plans

31.12.24

31.12.23

as restated

£'000

Remeasurements of the net liability return

and actuarial gains

456

173

Other adjustments

(94

)

(485

)

362

(312

)

Cumulative amount of actuarial

gains/(losses)

-

The major categories of scheme assets as amounts of total scheme assets are as follows:

Defined benefit

pension plans

31.12.24

31.12.23

as restated

£'000

Cash and cash equivalents

126

111

Investment funds

4,474

5,648

Matching funds

6,172

5,733

10,772

11,492

Principal actuarial assumptions at the balance sheet date (expressed as weighted averages):

31.12.24

31.12.23

as restated

Discount rate

5.00%

4.50%

Future pension increases - Post 88 GMP

2.30%

2.70%

Future pension increases - Pre 94 Excess

3.00%

Revaluation of deferred pension

2.80%

2.70%

Inflation rate - RPI

3.20%

3.10%

Inflation rate - CPI

2.80%

2.70%

Cash communation

75.00%

Amounts for the current and previous three periods are as follows:

31.12.24

31.12.23

31.12.22

31.12.21

as restated

£'000

Defined benefit obligation

(10,000

)

(10,671

)

(11,064

)

(15,749

)

Fair value of scheme assets

10,772

11,492

11,377

16,269

Surplus

772

821

313

520

Experience adjustments on

scheme liabilities

-

Experience adjustments on

scheme assets

-

Defined contribution scheme

The company operates a defined contribution scheme. The pension cost charged for the year represents contributions payable by the company to the scheme and amounted to £92k (2023 - £51k) of which £8k (2023 - £3k) of contributions were unpaid at 31 December 2024.

19.	PARENT AND ULTIMATE PARENT UNDERTAKING

In the directors' opinion, the Company's ultimate controlling party at the balance sheet date was Financiere de Jaegerthal, a company incorporated in France.

The company's controlling party is De Dietrich Process Systems Gmbh, a company incorporated in Germany.

Financiere de Jaegerthal is the largest group for which the consolidated financial statements are prepared. Copies of these financial statements can be obtained from Financiere de Jaegerthal, Finance and Administrative Department, Château de Reichshoffen, 67891 Niederbronn, Cedex, France.