ACCOUNTS - Final Accounts

An analysis of turnover by class of business is as follows:

Registered number: 02129153

HAM-LET CFS LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

HAM-LET CFS LTD

COMPANY INFORMATION

Directors	B E Harding
	E Parnafes


Company secretary	E Parnafes


Registered number	02129153


Registered office	12 Trafalgar Way
	Bar Hill
	Cambridge
	CB23 8SQ




Independent auditors	MHA
	Chartered Accountants and Statutory Auditors
	2 London Wall Place
	London
	EC2Y 5AU

HAM-LET CFS LTD

CONTENTS

	Page
Strategic report	1 - 3
Directors' report	4 - 5
Independent auditors' report	6 - 9
Statement of comprehensive income	10
Balance sheet	11 - 12
Statement of changes in equity	13
Notes to the financial statements	14 - 33

HAM-LET CFS LTD

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Business review

The principal activity of the Company continues to be the design, assembly, test and supply of gas and fluid handling systems and components, predominantly for original equipment manufacturers in the semi-conductor market. In addition to this, the Company seeks to secure large gas fluid systems projects and installation work in other markets.

Revenue decreased to £26.6 million in 2024 (2023: £32.3 million), primarily due to a £1.9 million decline in sales from the Distribution division and a £3.8 million reduction in the Manufacturing division. The Manufacturing division was impacted by deferred customer orders, issues related to the integration of the SAP system, and the global downturn within the semi-conductor industry.

Despite the decline in revenue, gross profit slightly improved, driven by a favorable product mix. However, operating profit fell by 3%, reflecting the lower overall sales volume in 2024.

The average number of employees increased during the financial year ended 31 December 2024, following a recruitment drive in 2023 to support the growth at the time. However, headcount decreased to 91 by year-end and continued to decline into 2025 in response to the drop in sales

KPIs
	2024	2023

Revenue 000s (£)	26,562	32,345
Gross margin (%)	16	15
Operating profit £000s (£)	1,556	2,854
Operating margin (%)	6	9
Average number of employees	99	104

Future Developments

The company is part of UCT group a NASDAQ traded company. Future developments are subject to UCT’s board decisions due to the industry downturn. The Semi-Conductor market can change rapidly, both from a downturn and upturn perspective.

Page 1

HAM-LET CFS LTD

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties

Competition Risk

The company continues to operate in a competitive market where new and existing businesses compete for market share. Uncertainty and pressure within the supply chain has heightened the risk to continuity of supply to our customers.

Our competitors are in both central Europe and the UK, although the UK competition is primarily focused on our UK based customers. We are under increasing pressure from Low-Cost region-based companies on all segments of our business. Being part of UCT has reduced the overall risk.

Credit Risk

The company is subject to credit risk from its trade receivables. The Company has in place provision policy for unrecoverable debts and does a credit check on new and existing customers. In accordance with the usual business practice for major installation projects the Company requires partial advanced payments to mitigate its exposure to credit risk. In addition the company is insuring its accounts receivables above $40,000 with an Israeli insurance company as part of its group policy.

Foreign currency risk

The company has significant cash flows in US dollars and Euros. The risk is minimised as the Company uses US dollars and Euros for both purchases and sales.

Impact of war between Ukraine and Russia

The company has considered the impact of the war, we do not have customers or suppliers in the region and as such the impact is limited to increased fuel costs.

Going concern

The Company’s business activities, together with the future developments, performance, financial position, and uncertainties, along with the Company’s polices and processes are set above in the Strategic report. The Directors have considered these risks and the Financial statements have been prepared on a going concern basis, which assumes the Company will continue to be able to meet its liabilities as they fall due for at least 12 months following the date of approval of these financial statements, having considered the impact of the war in Russia and Ukraine as disclosed in the Strategic and Directors Report.

Page 2

HAM-LET CFS LTD

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Other key performance indicators

2024 2023
Creditor days 38 41
Debtor days (manufacturing) 46 42
Debtor days (distribution) 55 73

2024 2023
OTD customers 80.5% 93.1%

This report was approved by the board and signed on its behalf.

E Parnafes

Director

Date: 21 December 2025

Page 3

HAM-LET CFS LTD

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

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

Directors' responsibilities statement

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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 judgments 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £1,066,312 (2023 : £2,037,855).

Dividends were declared as at 31 December 2024 amounting to £Nil (2023: £1,213,848).

Directors

The directors who served during the year were:

B E Harding

E Parnafes

Page 4

HAM-LET CFS LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Future developments

The details of the future developments can be found on page 1 of the Strategic Report.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP.

MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

E Parnafes

Director

Date: 21 December 2025

Page 5

HAM-LET CFS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HAM-LET CFS LTD

Opinion

We have audited the financial statements of Ham-let CFS Ltd (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 the related notes, 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 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.

Page 6

HAM-LET CFS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HAM-LET CFS LTD (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.

Opinion 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.

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 Directors' report.

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

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

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

∙certain disclosures of directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 4, 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.

Page 7

HAM-LET CFS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HAM-LET CFS LTD (CONTINUED)

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 an Auditors' 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.

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:

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

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

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

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

Page 8

HAM-LET CFS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HAM-LET CFS LTD (CONTINUED)

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 Auditors' 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.

Stephen Poleykett BA (Hons) FCA (Senior statutory auditor)

for and on behalf of

MHA

Chartered Accountants and Statutory Auditors

London

Date: 22 December 2025

MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542).

Page 9

HAM-LET CFS LTD

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	26,562,321	32,344,949
Cost of sales		(22,448,216)	(27,358,476)
Gross profit		4,114,105	4,986,473
Administrative expenses		(2,558,240)	(2,132,624)
Operating profit	5	1,555,865	2,853,849
Interest receivable and similar income	8	1,528	-
Interest payable and similar expenses	9	(133,366)	(98,326)
Profit before tax		1,424,027	2,755,523
Tax on profit	10	(357,715)	(717,668)
Profit for the financial year		1,066,312	2,037,855

Other comprehensive income:
Items that will not be reclassified to profit or loss:
Total comprehensive income for the year	1,066,312	2,037,855

The notes on pages 14 to 33 form part of these financial statements.

Page 10

HAM-LET CFS LTD

REGISTERED NUMBER: 02129153

BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£


Fixed assets
Intangible assets	12		1,409,124		9,248
Tangible assets	13		2,684,909		2,527,934
Investments	14		21,278		21,278
			4,115,311		2,558,460
Current assets
Stocks	15	5,808,630		5,766,791
Debtors: amounts falling due within one year	16	5,663,553		7,113,540
Cash at bank and in hand	17	4,295,399		1,409,577
		15,767,582		14,289,908
Creditors: amounts falling due within one year	18	(8,389,437)		(6,702,947)
Net current assets			7,378,145		7,586,961
Total assets less current liabilities			11,493,456		10,145,421

Creditors: amounts falling due after more than one year	19		(1,258,353)		(1,328,586)
			10,235,103		8,816,835
Provisions for liabilities
Deferred taxation	22	(468,221)		(139,988)
Other provisions	23	(202,631)		(178,908)
			(670,852)		(318,896)

Net assets excluding pension asset			9,564,251		8,497,939
Net assets			9,564,251		8,497,939

Capital and reserves
Called up share capital	24	59,375	59,375
Profit and loss account	25	9,504,876	8,438,564
		9,564,251	8,497,939

Page 11

HAM-LET CFS LTD

REGISTERED NUMBER: 02129153

BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

E Parnafes

Director

Date: 21 December 2025

The notes on pages 14 to 33 form part of these financial statements.

Page 12

HAM-LET CFS LTD

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2023	59,375	7,614,557	7,673,932
Comprehensive income for the year
Profit for the year	-	2,037,855	2,037,855
Total comprehensive income for the year	-	2,037,855	2,037,855
Contributions by and distributions to owners
Dividends: Equity capital	-	(1,213,848)	(1,213,848)

At 1 January 2024	59,375	8,438,564	8,497,939
Comprehensive income for the year
Profit for the year	-	1,066,312	1,066,312
Total comprehensive income for the year	-	1,066,312	1,066,312
At 31 December 2024	59,375	9,504,876	9,564,251

The notes on pages 14 to 33 form part of these financial statements.

Page 13

HAM-LET CFS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Ham-Let CFS Ltd (the Company) is a private company, limited by shares, registered and incorporated in England and Wales. The Company's registered number and registered office address can be found on the Company Information page.

The principal activity of the Company continues to be the design, assembly, test and supply of gas fluid components and systems predominantly for original equipment manufacturers in the semi-conductor market. In addition to this, the Company seeks to secure large gas fluid systems projects and installation work in other markets.

2.Accounting policies

2.1

Basis of preparation of 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 101 'Reduced Disclosure Framework' and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

The Company has taken advantage of the following disclosure exemptions under FRS 101:

- the requirement of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers.

- the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of paragraph 79(a)(iv) of IAS 1, and paragraph 73(e) of IAS 16 Property, Plant and Equipment.

- the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements.

- the requirements of IAS 7 Statement of Cash Flows.

- the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures.

- the requirements of IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.

- the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.

Page 14

HAM-LET CFS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.2

New standards, amendments, IFRIC interpretations and new relevant disclosure requirements

The company has not adopted or implemented any new accounting standards for the first time in its annual reporting period commencing on 1 January 2024.

2.3

Going concern

These financial statements have been prepared on a going concern basis, which assumes the Company will continue to be able to meet its liabilities as they fall due for at least 12 months following the date of approval of these financial statements, having considered the impact of the war between Russia and Ukraine as disclosed in the Strategic Report.

2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP and rounded to the nearest £1.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 15

HAM-LET CFS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

The Company has contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company adjusts the transaction prices of these contracts for the time value of money.

Sale of goods

Revenue from the sale of goods is recognised on the satisfaction of performance obligations, such as the transfer of a promised good, identified in the contract between the Company and the customer.

A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.

Rendering of services

Revenue from providing services is recognised in the accounting period in which the services are rendered.

For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided because the customer receives and uses the benefits simultaneously.

2.6

Leases

The Company as a lessee

The Company assesses whether a contract is or contains a lease, at inception of a contract. The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise:

∙fixed lease payments (including in-substance fixed payments), less any lease incentives;

The lease liability is included in 'Creditors: amounts falling due after more than one year ' on the Balance sheet.

Page 16

HAM-LET CFS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.6

Leases (continued)

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

The right-of-use assets are included in the 'Tangible Fixed Assets' in the Balance sheet.

The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in note 2.12.

As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Company has used this practical expedient.

2.7

Interest income

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

2.8

Finance costs

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.

2.9

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.

Page 17

HAM-LET CFS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.11

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

The estimated useful lives range as follows:

Computer software

years

2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 18

HAM-LET CFS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery	-	12.5% straight-line
Motor vehicles	-	25% straight-line
Office equipment	-	25% straight-line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.15

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.

2.16

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.

2.17

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Page 19

HAM-LET CFS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.18

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

2.19

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.20

Financial instruments

The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:

Financial assets and financial liabilities are initially measured at fair value.

Financial assets

All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.

Fair value through profit or loss

All of the Company's financial assets are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset.

Impairment of financial assets

The Company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

Financial liabilities

Fair value through profit or loss

Financial liabilities are classified as at fair value through profit or loss, when the financial liability is held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition

Page 20

HAM-LET CFS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.20

Financial instruments (continued)

inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship.

At amortised cost

Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This 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, or where appropriate a shorter period, to the amortised cost of a financial liability.

2.21

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 21

HAM-LET CFS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results may ultimately differ from those estimates.

The critical estimates in applying these policies are:

Assessing indicators of impairment

In assessing whether there have been any indicators of impairment to assets, the Directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability. There have been no indicators of impairments identified during the current financial year.

Recoverability of receivables

The Company establishes a provision for receivables that are estimated not to be recoverable. When assessing recoverability the Directors consider factors such as the ageing of receivables, past experiences of recoverability, and the credit profile of groups of customers.

Provision for slow moving inventories
Inventories are held at the lower of cost or net realisable value. When inventories become old or obsolete, an estimate is made of their net realisable value. For individually significant amounts this estimation is performed on an individual basis. Amounts which are not individually significant, but which are old or obsolete, are assessed collectively and a provision applied according to the inventory type and the degree of ageing or obsolescence.

Dilapidation provision

Management apply judgement in providing for future dilapidation payments on the leased properties. This is outlined further in note 22.

Determining residual values and useful economic lives of property, plant and equipment

The Company depreciates tangible assets over their estimated useful lives. The estimation of the useful lives of assets is based on historic performance as well as expectation about future use, and therefore requires estimates and assumptions to be applied by management. The actual lives of these assets can vary depending on a variety of factors including technological innovation, product life cycles and maintenance programmes.

Judgement is applied by management when determining the residual value for plant, machinery and equipment. When determining the residual value, management aims to assess the amount that the Company would currently obtain for the disposal of the asset, if it were already of the condition expected at the end of its useful economic life. Where possible this is done with reference to external market prices.

Determining residual values and useful economic lives of intangible assets

The Company amortises intangible assets over their estimated useful lives. The estimation of the useful lives of intangible assets is based on historic performance as well as expectations about future use, and therefore requires estimates and assumptions to be applied by management.

Where the useful estimated life cannot be reliably estimated this is deemed to be a period of 10 years.

Page 22

HAM-LET CFS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

3.Judgments in applying accounting policies (continued)

Judgement is applied by management when determining the residual values for intangible assets. When determining the residual value, management aims to assess the amount that the Company would currently obtain for the disposal of the asset with reference to external market prices where available.

Leases

IFRS 16 requires management to apply judgement in determining what classifies as a lease, calculating the lease life and using an appropriate discount rate when calculating the lease liability.

Sale of goods	26,562,321	32,344,949
	26,562,321	32,344,949

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	11,303,296	15,354,621
Rest of Europe	14,845,934	16,464,060
Rest of the world	413,091	526,268
	26,562,321	32,344,949

Depreciation of tangible fixed assets	364,756	387,378
Amortisation of intangible assets	29,550	5,201
Exchange differences	190,440	100,766
Defined contribution pension cost	175,199	194,514

Page 23

HAM-LET CFS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

The auditing of accounts of the Company	39,500	37,630
Taxation compliance services	3,350	3,180
All non-audit services not included above	4,550	4,320

Wages and salaries	3,693,397	3,540,247
Social security costs	364,349	368,123
Cost of defined contribution scheme	175,199	194,514
	4,232,945	4,102,884

The average monthly number of employees, including the directors, during the year was as follows:

	2024	2023
	No.	No.

Production staff	61	72
Sales and administrative staff	38	32

	99	104

8.	Interest receivable
		2024	2023
		£	£

	Other interest receivable	1,528	-
		1,528	-

Page 24

HAM-LET CFS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

9.	Interest payable and similar expenses
		2024	2023
		£	£

Other interest payable	13,037	38,533
Finance leases and hire purchase contracts	94,934	59,793
Other interest payable	25,395	-
	133,366	98,326

Corporation tax
Current tax on profits for the year	29,482	647,818
	29,482	647,818

Total current tax	29,482	647,818

Deferred tax
Origination and reversal of timing differences	328,233	69,850
Total deferred tax	328,233	69,850


	Profit for the financial year	357,715	717,668

Page 25

HAM-LET CFS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.Taxation (continued)

Profit on ordinary activities before tax

1,424,027

2,755,523

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)	356,007	647,548
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	3,625	33
Depreciation in excess of capital allowances	-	21,534
Adjustments to tax charge in respect of prior periods	-	48,553
Other differences leading to an increase (decrease) in the tax charge	(1,917)	-
Total tax charge for the year	357,715	717,668

11.	Dividends
		2024	2023
		£	£

	Dividends paid	-	1,213,848
		-	1,213,848

No dividend has been declared in the current financial year. In 2023, a dividend of $1,500,000 (£1,213,848) was paid to the parent company, Ham-Let (Israel-Canada) Ltd.

Page 26

HAM-LET CFS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.	Intangible assets

		Computer software
		£
	Cost
	At 1 January 2024	48,253
	Additions	1,429,426
	Disposals	(16,062)
	At 31 December 2024	1,461,617
	Amortisation
	At 1 January 2024	39,005
	Charge for the year	29,550
	On disposals	(16,062)
	At 31 December 2024	52,493
	Net book value
	At 31 December 2024	1,409,124
	At 31 December 2023	9,248

Page 27

HAM-LET CFS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Tangible fixed assets

	Right of use assets	Plant and machinery	Motor vehicles	Office equipment	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2024	2,145,889	1,030,623	6,958	1,234,587	4,418,057
Additions	93,971	46,543	-	381,217	521,731
Disposals	-	(47,158)	-	(22,639)	(69,797)
At 31 December 2024	2,239,860	1,030,008	6,958	1,593,165	4,869,991
Depreciation
At 1 January 2024	711,615	698,455	6,958	473,095	1,890,123
Charge for the year	-	61,719	-	118,158	179,877
Charge for the year on right-of-use assets	184,879	-	-	-	184,879
Disposals	-	(47,158)	-	(22,639)	(69,797)
At 31 December 2024	896,494	713,016	6,958	568,614	2,185,082
Net book value
At 31 December 2024	1,343,366	316,992	-	1,024,551	2,684,909
At 31 December 2023	1,434,274	332,168	-	761,492	2,527,934

14.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	21,278
	At 31 December 2024	21,278

Page 28

HAM-LET CFS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Subsidiary undertaking
The following was a subsidiary undertaking of the Company:
Name	Registered office	Class of shares	Holding

Cambridge Fluid Systems GmbH

C/O HHC, Alkuinstrasse 2a, 52070, Aachen, Germany

Ordinary

100%

	The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:
	Name	Aggregate of share capital and reserves	Profit/(Loss)

Cambridge Fluid Systems GmbH

566,725

44,736

15.	Stocks
		2024	2023
		£	£

Bought in parts and components	5,050,731	4,871,095
Work in progress	757,899	895,696
	5,808,630	5,766,791

Stock recognised in cost of sales during the year as an expense was £18,490,665 (2023: £23,348,153).

An impairment of £124,455 (2023: £12,301) was recognised in cost of sales against stock during the year due to slow-moving and obsolete stock. The closing provision at 31 December 2024 was £496,533 (2023: £347,476).

16.

Debtors

					2024	2023
					£	£


Trade debtors	4,129,052	4,953,759
Amounts owed by group undertakings	588,865	1,482,320
Other debtors	384,038	330,422
Prepayments and accrued income	561,598	347,039
	5,663,553	7,113,540

Page 29

HAM-LET CFS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

					2024	2023
					£	£

Movement in the impairment allowance for trade receivables as follows:
Opening balance	7,429	195,864
Provision/ (reversal) during the year	56,913	(188,435)
Closing balance	64,342	7,429

17.	Cash and cash equivalents
		2024	2023
		£	£

Cash at bank and in hand	4,295,399	1,409,577
	4,295,399	1,409,577

18.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

Trade creditors	1,781,710	1,611,752
Amounts owed to group undertakings	5,959,410	3,750,701
Corporation tax	-	701,371
Other taxation and social security	99,538	125,890
Lease liabilities	148,686	133,170
Accruals and deferred income	400,093	380,063
	8,389,437	6,702,947

19.	Creditors: Amounts falling due after more than one year
		2024	2023
		£	£

Lease liabilities	1,258,353	1,328,586
	1,258,353	1,328,586

Page 30

HAM-LET CFS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

20.	Lease liability
	Company as a lessee
	On 1 January 2019, the Company adopted IFRS 16 Leases using the modified retrospective approach, with no restatement of comparative information and no adjustment to opening retained earnings recorded upon transition. Refer to note 13 where the right of use assets have been recognised within Property, Plant and Equipment. Lease liabilities are classified between current and non-current on the Balance Sheet.
	Lease liabilities are due as follows:
		2024	2023
		£	£

Not later than one year	148,686	133,170
Between one year and five years	1,258,353	1,328,586
	1,407,039	1,461,756

The following amounts in respect of leases, where the Company is a lessee, have been recognised in profit or loss:
	2024	2023
	£	£

Interest expense on lease liabilities

94,934

59,793

21.	Financial instruments
		2024	2023
		£	£

Financial assets
Financial assets measured at fair value through profit or loss	4,295,399	1,409,577
Financial assets that are debt instruments measured at amortised cost	4,717,917	6,452,513
	9,013,316	7,862,090

	Financial liabilities
	Financial liabilities measured at amortised cost	(8,141,213)	(5,742,516)

	Financial assets measured at fair value through profit or loss comprises of cash and cash equivalents.
	Financial assets measured at amortised cost comprises of trade debtors, other debtors, amounts owed by group undertakings and accrued income.
	Financial liabilities measured at amortised cost comprises of trade creditors, other creditors, amounts owed to group undertakings, obligations under finance leases, accruals and provisions.

Page 31

HAM-LET CFS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

22.	Deferred taxation

		2024
		£

	At beginning of year	(139,988)
	Charged to profit or loss	(328,233)
	At end of year	(468,221)

The provision for deferred taxation is made up as follows:
	2024	2023
	£	£

Accelerated capital allowances	(515,779)	(144,639)
Short term timing differences	47,558	4,651
	(468,221)	(139,988)

23.	Provisions

		Dilapidation provision
		£

	At 1 January 2024	178,908
	Other movements	23,723
	At 31 December 2024	202,631

The dilapidation provision represents the cost of returning the leased properties to their original state on termination of the leases. The provision is measured at the cost stated in an external professional valuation report obtained in 2014. The leases to which this provision relates terminates in 2033.

24.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

1,187,500 (2023 - 1,187,500) Ordinary shares shares of £0.05 each	59,375	59,375

Each ordinary share carries with them one voting right, but do not have any preference or any other restrictions attached to them.

Page 32

HAM-LET CFS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

25.

Reserves

Profit and loss account

The reserve is used to record the accumulated distributable profits and losses realised during the course of the year.

26.	Contingent liability

The Company has a contingent liability of £20,000 (2023: £20,000) to its bankers under a counter indemnity in respect of value added tax.

27.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £175,199 (2023: £195,514).

Contributions totalling £26,357 (2023: £25,526) were payable to the fund at the Balance Sheet date and are included in other creditors.

28.	Related party transactions

At the year end the Company was a wholly owned subsidiary of Ultra Clean Holdings Inc, and has taken advantage of the exemption from IAS 24 Related Party Transactions under Financial Reporting Standard 101 to not disclose related party transactions between entities that are wholly owned.

29.	Controlling party

The immediate parent company is Ham-Let (Israel-Canada) Ltd incorporated in Israel. At the year end, the ultimate parent Company and controlling party is Ultra Clean Holdings Inc, a Company incorporated in USA and listed on the New York Stock Exchange.

The largest and smallest group in which the results are consolidated is that headed by Ultra Clean Holdings Inc. Copies of the financial statements may be obtained from UCT, 26462 Corporate Avenue, Hayward, CA 94545, USA.

Page 33