The directors present the strategic report and audited financial statements for the year ended 31 December 2024.
The company is a subsidiary of DEME Building Materials N.V.
At the end of 2007 the company was granted a 15 year licence to dredge an area of the English Channel. Preliminary dredging commenced in June 2008 and the licence was fully operational in June 2009 when full scale dredging was able to commence. Meanwhile, the license has been extended for another 15 years until 2039, enabling a continuation of dredging in this area. In 2016 the company started to dredge on one of the two permitted sites in the Humber Region. In 2018 the second concession in the Humber Region was opened and began dredging in the second quarter of 2018.
The results for the company show a loss before tax of £705,623 (2023: £101,277 loss before tax) and sales in the year of £2,608,778 (2023: £2,580,187).
Going concern
The company has net current assets of £1,128,212 (2023: £1,833,835).
The directors have considered its forecasts for at least 12 months from the date of approval of these financial statements and the uncertainties attached to new contracts being awarded to this entity, the level of creditors at the balance sheet date and the nature of the company's relationship with the rest of the DEME group. The company’s cash flow forecasts indicate a shortfall over the next twelve months; however, the directors have a longer-term strategy in place and remain confident that the company is a going concern.
Future outlook
The dredging activities in the East English Channel are fully operational and the dredged sand and gravel is delivered to the Netherlands, Belgium, the United Kingdom and France on a continuing basis.
As part of its long-term strategy, the company is actively researching new areas with the aim of identifying additional profitable sites for dredging. This initiative supports the directors’ commitment to expanding operations and improving future profitability. It is anticipated that this exploration and development process may take several years, with progress expected through to 2027.
The management of the business and the execution of the company's strategy are subject to a number of key risks and uncertainties.
Liquidity Risk
The company's financial instruments comprise cash and liquid resources, balances with group undertakings and various items such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to maintain finance for the company's operations along with the normal working capital balances that arise from day to day trading. The main risks arising from the company's financial instruments are credit risk and foreign currency risk. The directors review and agree policies for managing each of these risks and they are summarised below.
Credit risk
The company's objective is to reduce the risk of financial loss due to a counter party's failure to honour its obligations. The company adopts standard payment terms to customers and individual exposures are monitored with customers subject to credit limits to ensure that the company's exposure to bad debts is not significant.
Foreign currency risk
The company buys and sells goods and services denominated in currencies other than sterling. As a result the value of the company's non-sterling revenues, purchases, financial assets and liabilities and cash flows can be affected by movements in exchange rates in general. Additionally, the company has intercompany borrowings denominated in currencies other than sterling.
The company's directors are of the opinion that the KPIs necessary for measuring the development, performance and position of the business are gross profit margin 6.6% (2023: 5.7%), net loss before tax £705,623 (2023: £101,277 net loss before tax) and net assets position £1,128,212 (2023: £1,833,835).
The increased net loss before tax is attributable to significant expenses related to the exploration of new concessions.
The board of directors of DEME Building Materials Limited consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole in the decisions taken during the year to 31 December 2024.
This S172 statement below explains how the requirements of S172 have been met.
The likely consequences of any decision in the long term.
The directors consider the likely consequences of any decision in the long-term. Each company within the Group is bound by Group policies consistent with the Group’s culture in all key areas including supplier management and outsourcing, customer conduct, human resources and the environment. Details of any decisions made regarding dividends can be found in the directors’ report.
Engaging with our group employees
The directors recognise that employees are fundamental and core to our business and delivery of our strategic ambitions. The success of our business depends on attracting, retaining and motivating employees. From ensuring that we remain a responsible employer, from pay and benefits to our health, safety and workplace environment, the directors factor the implications of decisions on employees and the wider workforce, where relevant and feasible.
Engaging with our suppliers and customers
Delivering our strategy requires strong relationships with suppliers and customers. Customer feedback is obtained and discussed at directors' meetings.
Community and the environment
The company's approach is to use our position of strength to create positive change for the people and communities which we interact with.
Maintaining a reputation for high standards of business conduct
The directors adopt positive business values for the company. The general business principles adopted help the company act in line with these values and comply with relevant laws and regulations.
The need to act fairly as between members of the company
Our intention is to behave responsibly towards our shareholders and treat them fairly, so they too benefit from the successful delivery of the company's plan.
Approved by the board and signed on its behalf by
The directors present their annual report and financial statements for the year ended 31 December 2024.
The results for the year are set out on page 8.
No ordinary dividends were paid (2023: Nil). The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signing the financial statements were as follows:
Research in connection with the development of new concessions was carried out during the year. Research and development written-off to profit and loss during the year amounted to £707k (2023: £75k). These costs were incurred in relation to the assessment and preparation of sites for dredging activities.
Details of future developments can be found in the Strategic report on Page 1.
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; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors have assessed the company’s ability to continue as a going concern, taking into account the uncertainties surrounding the award of new contracts, the level of creditors at the balance sheet date, and the company’s relationship with other entities within the DEME group. This assessment covers a period of at least 12 months from the date of approval of the financial statements.
While significant costs are anticipated in connection with new contracts expected to commence in 2027, the company’s net asset position provides a strong financial foundation to support these outflows until the contracts begin generating revenue.
Based on this review, the directors consider it appropriate to prepare the financial statements on a going concern basis.
We have audited the financial statements of DEME Building Materials Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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).
Basis for 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
In planning and designing our audit tests, we identify and assess the risks of material misstatements within the financial statements, whether due to fraud or error. Our assessment of these risks includes consideration of the nature of the industry and sector, the control environment and the business performance along with the results of our enquiries of management, about their own identification and assessment of the risks of irregularities. We are also required to perform specific procedures to respond to the risk of management override.
As a result of this assessment, we considered the opportunities and incentives that may exist within the company for fraud and identified that the greatest area of risk was in relation to management override, completeness of income and the valuation of intangible assets.
We have obtained an understanding of the legal and regulatory frameworks that the company operates within through discussions with the directors and our knowledge of the company and its industry sector. Our focus has been on laws and regulations that have a direct impact on the determination of material amounts and disclosures in the financial statements. The key legislation considered in this context includes the UK Companies Act and local tax legislation. In addition, given the nature of the company’s operations, we have also considered marine licensing requirements under the Marine and Coastal Access Act 2009 and the Environmental Protection Act 1990, which govern activities such as dredging and the deposit or removal of substances from the seabed.
We performed the following audit procedures after consideration of the above risks which included the following:
review of the intangible assets carrying value and the amortisation of those assets;
testing that sales invoices have been fully and properly included within turnover in the financial statements, and review of sales recorded after the balance sheet date for possible income that has been incorrectly excluded from the period;
enquiry of management of actual and potential litigation and claims;
review of any correspondence with HMRC and the company’s legal advisors;
reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and
in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
The engagement partner has assessed that all engagement team members were made aware of the relevant laws and regulations and potential fraud risks and were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
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. The 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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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.
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
DEME Building Materials Limited is a private company limited by shares incorporated in England and Wales. The registered office is Ibex House, Baker Street, Weybridge, Surrey, KT13 8AH and the place of business is Tavistock House, Tavistock Place, London, WC1H 9HR.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;
Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of DEME N.V. These consolidated financial statements are available from its registered office, see note 16.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Other financial liabilities, are initially measured at fair value, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability to the net carrying amount on initial recognition.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Intangible assets (eg concessions) are valued at the cost incurred in surveying and other associated expenditure, for each concession area. The company will consider the carrying value of each concession and judge whether an adjustment for impairment is required based on the estimated cash flows that will arise from each concession.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Determining the recoverability of intangible assets requires an estimation of the expected tonnage to be dredged based on the evidence of surveys and on past amounts dredged. Consideration is also taken with reference to the amounts allowed to be dredged for each concession and the amounts charged for each tonne dredged to assess the future estimated cashflows.
An analysis of the company's turnover is as follows:
The average monthly number of persons (including directors) employed by the company during the year was:
From 1 April 2023, the UK corporation tax rate changed from 19% to 25%, with marginal relief available for profits between £50,000 and £250,000, therefore the effective tax rate last year differs to this year.
The actual charge/(credit) for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
The company has incurred tax losses amounting to £705,623 during the financial year. It is anticipated that these losses will be group relieved to other entities within the DEME Group, subject to agreement and availability of taxable profits within the group. As a result, no deferred tax asset has been recognised in respect of these losses.
The development costs capitalised as intangible fixed assets comprise expenditure incurred with the aim of acquiring licences for the extraction of gravel from one area of the seabed.
Area: £
Humber 625,533
Total NBV 625,533
Humber Region
The company commenced to dredge on one of the sites in the Humber Region in 2016. This intangible asset is being amortised over 15 years, which is equal to the term of the dredging licence.
The company commenced to dredge the second site in the Humber Region in 2018. The intangible asset is being amortised over 15 years, which is equal to the term of the dredging licence.
Amortisation cost is included within Administrative expenses within the Profit and Loss account.
Following detailed surveys the company believes the economic value of the future income from the sites will exceed the costs and no impairment is required.
Amounts owed by parent/group undertakings include amounts that:
- have payment terms of 60 days after the invoice has been raised. There is no interest due on these
balances.
- are held on behalf of the company.
- are unsecured.
- are repayable within one year if demanded.
Amounts owed to group/parent undertakings include amounts that:
- have payment terms of 60 days after the invoice has been raised. There is no interest due on these
balances.
- are loaned to the company.
- are unsecured.
- are repayable within one year if demanded.
The company has one class of ordinary shares which carry no right to fixed income.
The minimum due to royalties which the company is estimated to pay in 2025 is £1,934,020 (2024: £1,878,025).
The company has taken advantage of the exemption in FRS102.33.1A not to disclose transactions with the other group companies as it is wholly owned within the group. Details of where consolidated Financial statements can be obtained are included in note 16.