REGISTERED NUMBER: 04229349 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2024

for

Diesel Marine International Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

19

DIRECTORS:

D Cardwell

M Coleman

D Disneur

P L Jackson

Ms C Jackson

S A Tin

N Welford

REGISTERED OFFICE:

Unit 5

St Albans Industrial Estate

Stafford

ST16 3DR

REGISTERED NUMBER:

04229349 (England and Wales)

AUDITORS:

Haines Watts Wolverhampton Limited

Statutory Auditors

Keepers Lane

The Wergs

Wolverhampton

West Midlands

WV6 8UA

SOLICITORS:

Ansons Solicitors

Unit 8 Castle Court 2

Castlegate Way

Dudley

West Midlands

DY1 4RH

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

PRINCIPAL ACTIVITIES AND BUSINESS REVIEW

We aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at the year end. Our review is consistent with the size of our business and is written in the context of the risks and uncertainties we face.

AMI Exchangers continues to manufacture heat exchangers and charge air coolers and trade profitably from their factory in Hartlepool. Sales in 2024 at £4,347,418 were in line with 2023 (£4,334,927), profit before tax was £412,595 (2023: £283,024) mainly due to improved gross margins and reduction of distribution costs.

Highland Electroplaters continues to be involved in surface treatment of components predominantly for the oil industry from its factory in Aberdeen. The company achieved turnover in 2024 £1,169,432 which was in line with 2023: £1,139,369. Due to rises in operational costs in particular electricity unit costs Highland declared a small Operating Loss in 2024. The Directors anticipate it will return to profitability in 2025.

DMI Drechsler trades as welders, metal sprayers and the suppliers of marine components to the German market and in particular the port of Hamburg. Sales in 2024 declined €2,019,108 compared to 2023: €2,312,037. The business operations remain consistent with an increase in orders from industrial rather than shipping as more merchant ship repairs and vessels operate out of China. Following the downward trend in sales and pressure on gross margins DMI Drechsler reported a 2024 Loss Before Tax of €85,914 the Directors plan to divest this business unit in 2025.

Spiro-Gills Thermal Products continues to manufacture a range of large air coolers and heat exchangers, high frequency welded and applied finned tube along with repair services and spares in Stafford and Stoke-on -Trent. Sales in the year were £4,376,198 37.4% higher than 2023 (2023: £3,185,166) following the completion of a large contract.

In 2024, the business returned to profitability Profit Before Tax was £72,506 (2023: £69,995 Loss) which reflects the increased marginal contribution due to the uplift in sales.

Landon Engineering (Castle Works) continues to trade as a heavy metal fabrication business delivering projects to industrial and construction sectors and the security screening sector. Sales in 2024 were £4,568,408, 4% higher than 2023: £4,382,547 due to the acquisition of new customers into the security screening sector. Profit before taxation in 2024 was £272,321 (2023: £322,036) following a slight gross margin reduction due to the strategy to expand the customer base within general fabrications in addition to its existing presence within the security screening sector.

W M Codd was acquired by Diesel Marine International on 12 August 2022, it trades as a heavy metal fabrication business in Barton upon Humber, in addition to providing specialist on site support to local refineries in the Immingham area. Sales in 2024 were £1,630,128 (2023: £2,952,448), with a loss for the year of £405,516 (2023: £416,983 Loss). The loss was due to decreased sales in the petrochemical industry affecting Key Customers. Growth from synergies realised with Landon Engineering and targeting growth in the sales of heavy metal fabrication will restore opportunities for 2025.

DMI Automotive was previously held as a joint venture with a 50% shareholding. In October 2022, Diesel Marine International acquired the remaining 50% shareholding from Koka Chrome, bringing the business into the group as a wholly owned subsidiary. DMI A is based in Michigan and chrome plates car dies for the US automotive market. Sales in 2024 were $1,400,663, (2023: $1,537,783) generating Profit Before Tax of $144,350 (2023: $104,307).

Overall, the Group made an operating profit of £473,000 (2023: £542,000) and a profit before tax of £328,000 (2023: £331,000).

Group Retained earnings for the year were £222,000 (2023: £12,000) this increase principally arose due to a £102,000 actuarial surplus and subsidiary exchange translation differences of £101,000.

Group Shareholders' Funds were £1,798,000 in 2024 compared to £1,575,00 in 2023.

PRINCIPAL RISKS AND UNCERTAINTIES

The main financial risks that the Group encounters in its operations relate to interest rates, credit, foreign currency, and liquidity. The approach adopted by the Board to managing these risks is set out below:

Interest rates - The Group's operations are financed by retained earnings and bank borrowings. Where appropriate the Group has put in place fixed-rate borrowings to minimize the risk of interest rate fluctuations.

Credit - Trade debtors represent the Group's most significant credit risk. The bulk of the Group's business is conducted with large companies which have strong credit ratings, and the management is of the opinion that adequate provision currently exists in respect of trade receivables. A portion of the UK company debtors are subject to credit insurance cover to help reduce risk.

Foreign Currency - some of the Group sales are to customers in overseas locations and purchases from suppliers in overseas locations. In order to manage risk, the Group seeks to invoice some overseas customers in foreign currency to hedge against exchange rate fluctuations. The overseas subsidiaries in the US and Germany predominantly trade in home markets using US dollar and euro respectively and do not have significant exchange rate risk.

Liquidity - the Group agreed new loan facilities with Lloyds Bank Plc in 2016 and 2019 with loans repayable over 15 years. The group has optimised the government loans available during Covid-19 with the business continuity loan facilities repayable over 10 years and one Covid Business Interruption Loan. This is in addition to the working capital facilities the Group has, to ensure it has adequate liquidity throughout the year. The Group will always seek to maximise the opportunity, where possible, to utilise the borrowing facilities which mature after more than one year.

2025 OPPORTUNITIES

In 2025, investment in the existing companies, to strengthen and exploit the synergies throughout the group will generate additional opportunities, allowing diversification into new products, services, industries and sectors worldwide.

Whilst no targets are identified, the group remains acquisitive and will view all opportunities on a case-by-case basis.

KEY PERFORMANCE INDICATORS

The company assesses turnover growth and gross profit percentage as KPI's that are the most relevant to monitor and report on the ongoing success of the Group. The key financial performance indicators (KPI's) of the group were as follows:

2024

2023

Turnover growth

-3%

6.32%

Gross profit margin

33.60%

31.50%

Net profit margin

1.10%

0.90%

Current ratio

1.16

1.23

Accounts receivable (days)

61.2

86.4

The directors of the Company are content with both the relevance of the KPI's which were set for the reporting period and the performance against these KPI's. All indicators were within the tolerances set by management.

ON BEHALF OF THE BOARD:

D Cardwell - Director

29 September 2025

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

DIVIDENDS

No interim dividends were paid during the year ended 31 December 2024.

The directors recommend final dividends per share as follows:

Ordinary £1 shares NIL

Deferred £1 shares NIL

6.5% cumulative preference £1 shares

The total distribution of dividends for the year ended 31 December 2024 will be £28,998.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

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

D Disneur

P L Jackson

Ms C Jackson

N Welford

Other changes in directors holding office are as follows:

D Cardwell - appointed 31 October 2024

M Coleman - appointed 10 October 2024

S A Tin - appointed 1 May 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group'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 group's auditors are aware of that information.

AUDITORS

The auditors, Haines Watts Wolverhampton Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

D Cardwell - Director

29 September 2025

Opinion

We have audited the financial statements of Diesel Marine International Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31 December 2024 and of the group's 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group 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 Group 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 Group 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company 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 four, 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent 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.

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.

In identifying and assessing risk of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

- Identifying and obtaining an understanding of the legal and regulatory framework applicable to the Company and the industry in which it operates, and made enquiry of the Company's management to understand the Company's compliance with that framework;

- Obtaining an understanding of the internal controls established to mitigate risks relating to fraud or other error which could affect the financial reporting process;

- Making enquiries of management to determine whether they have knowledge of any actual or suspected fraud;

- Reviewing assumptions and judgements made by the management in its significant accounting estimates;

- In addition to transaction-based testing, on a sample basis, of sales, purchases and payroll costs, we have undertaken a review of accounting journals and non-routine payments and receipts;

We did not identify any key audit matters relating to irregularities, including fraud.

Because of the inherent limitations of an audit, there is a risk that we will not detect irregularities, including those leading to 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 occuring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission, or mispresentation.

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.

Matthew Baker FCA (Senior Statutory Auditor)

for and on behalf of Haines Watts Wolverhampton Limited

Statutory Auditors

Keepers Lane

The Wergs

Wolverhampton

West Midlands

WV6 8UA

29 September 2025

TURNOVER

3

17,872

18,469

Cost of sales

11,874

12,657

GROSS PROFIT

5,998

5,812

Distribution costs

870

611

Administrative expenses

4,654

4,658

5,524

5,269

474

543

Other operating income

36

-

OPERATING PROFIT

5

510

543

Interest payable and similar expenses

7

163

191

Other finance costs

22

18

20

181

211

PROFIT BEFORE TAXATION

329

332

Tax on profit

8

123

157

PROFIT FOR THE FINANCIAL YEAR

206

175

Profit attributable to:

Owners of the parent

206

175

PROFIT FOR THE YEAR

206

175

OTHER COMPREHENSIVE INCOME

Preference Dividend

(29

)

(29

)

Actuarial surplus deficit recognised

102

(63

)

Subsidiary translation differences

(57

)

(70

)

Income tax relating to components of other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

16

(162

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

222

13

Total comprehensive income attributable to:

Owners of the parent

222

13

FIXED ASSETS

Intangible assets

11

(136

)

(235

)

Tangible assets

12

2,261

2,418

Investments

13

-

-

2,125

2,183

CURRENT ASSETS

Stocks

14

1,693

1,856

Debtors

15

3,357

4,922

Cash at bank

783

703

5,833

7,481

CREDITORS

Amounts falling due within one year

16

5,001

6,087

NET CURRENT ASSETS

832

1,394

TOTAL ASSETS LESS CURRENT LIABILITIES

2,957

3,577

CREDITORS

Amounts falling due after more than one year

17

(700

)

(1,365

)

PROVISIONS FOR LIABILITIES

20

(192

)

(203

)

PENSION LIABILITY

23

(267

)

(434

)

NET ASSETS

1,798

1,575

CAPITAL AND RESERVES

Called up share capital

21

457

505

Capital redemption reserve

22

49

-

Retained earnings

22

1,292

1,070

SHAREHOLDERS' FUNDS

1,798

1,575

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

D Cardwell - Director

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

558

629

Investments

13

4,745

4,745

5,303

5,374

CURRENT ASSETS

Stocks

14

25

11

Debtors

15

249

522

Cash at bank

15

61

289

594

CREDITORS

Amounts falling due within one year

16

1,746

1,823

NET CURRENT LIABILITIES

(1,457

)

(1,229

)

TOTAL ASSETS LESS CURRENT LIABILITIES

3,846

4,145

CREDITORS

Amounts falling due after more than one year

17

(1,993

)

(2,088

)

PROVISIONS FOR LIABILITIES

20

(140

)

(157

)

NET ASSETS

1,713

1,900

CAPITAL AND RESERVES

Called up share capital

21

453

505

Capital redemption reserve

49

-

Retained earnings

1,211

1,395

SHAREHOLDERS' FUNDS

1,713

1,900

Company's (loss)/profit for the financial year

(157

)

89

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

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

D Cardwell - Director

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£'000

£'000

£'000

£'000

Balance at 1 January 2023

507

1,056

-

1,563

Changes in equity

Movement in pension liability

-

(63

)

-

(63

)

Currency adjustments

-

(69

)

-

(69

)

Dividends

-

(29

)

-

(29

)

Total comprehensive income

-

175

-

175

Balance at 31 December 2023

507

1,070

-

1,577

Changes in equity

Movement in pension liability

-

102

-

102

Currency adjustments

-

(57

)

-

(57

)

Dividends

-

(29

)

-

(29

)

Total comprehensive income

-

206

49

255

Balance at 31 December 2024

507

1,292

49

1,848

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£'000

£'000

£'000

£'000

Balance at 1 January 2023

506

1,335

-

1,841

Changes in equity

Issue of share capital

(1

)

-

-

(1

)

Dividends

-

(29

)

-

(29

)

Total comprehensive income

-

89

-

89

Balance at 31 December 2023

505

1,395

-

1,900

Changes in equity

Issue of share capital

(52

)

-

-

(52

)

Dividends

-

(29

)

-

(29

)

Total comprehensive income

-

(157

)

49

(108

)

Balance at 31 December 2024

453

1,209

49

1,711

Cash flows from operating activities

Cash generated from operations

1

1,919

392

Interest paid

(135

)

(134

)

Interest element of hire purchase and finance lease rental payments paid

(28

)

(57

)

Tax paid

-

(77

)

Net cash from operating activities

1,756

124

Cash flows from investing activities

Purchase of intangible fixed assets

(16

)

-

Purchase of tangible fixed assets

(72

)

(216

)

Sale of tangible fixed assets

4

288

Net cash from investing activities

(84

)

72

Cash flows from financing activities

Bank loan repayments in year

(1,387

)

(229

)

Other loan repayments in year

-

(194

)

Capital repayments in year

(205

)

(156

)

Net cash from financing activities

(1,592

)

(579

)

Increase/(decrease) in cash and cash equivalents

80

(383

)

Cash and cash equivalents at beginning of year

2

703

1,086

Cash and cash equivalents at end of year

2

783

703

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£'000

£'000

Profit before taxation

329

332

Depreciation charges

151

219

Profit on disposal of fixed assets

(4

)

(248

)

Amortisation charges

(83

)

(83

)

Pension scheme payments

(58

)

(86

)

Effects of exchange rates

18

(43

)

Intercompany w/off

150

-

Government grants

(26

)

-

Finance costs

181

211

658

302

Decrease/(increase) in stocks

163

(190

)

Decrease/(increase) in trade and other debtors

1,444

(155

)

(Decrease)/increase in trade and other creditors

(346

)

435

Cash generated from operations

1,919

392

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£'000

£'000

Cash and cash equivalents

783

703

Year ended 31 December 2023

31.12.23

1.1.23

£'000

£'000

Cash and cash equivalents

703

1,086