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Registered number:
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DIELECTRIC FLUIDS HOLDINGS LTD
Company Information
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DIELECTRIC FLUIDS HOLDINGS LTD
Contents
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DIELECTRIC FLUIDS HOLDINGS LTD
Strategic Report
For the period ended 31 December 2024
The directors present their strategic report together with the audited financial statements for the period ended 31 December 2024.
Dielectric Fluids Holding Ltd is a non-trading holding company with four directly and indirectly owned subsidiaries. It directly owns MIDEL & MIVOLT Fluids Limited which in turn owns:
• MIDEL & MIVOLT Fluids India Private Limited • MIDEL & MIVOLT Fluids South Africa (Pty) Ltd • MIDEL & MIVOLT Fluids Inc The ultimate controlling party of Dielectric Fluids Holding Ltd is Shell U.K. Limited. Furthermore, the holding company has not traded during the period and there are no plans to do so in the immediate future. The underlying MIDEL and MIVOLT businesses sell market leading ester-based transformer and immersion cooling fluids. MIDEL and MIVOLT Fluids Limited via Dielectric Fluids Holding Ltd provides a global platform for growth in the transformer and immersion cooling fluid markets.
Dielectric Fluids Holding Ltd is a direct subsidiary of Shell U.K. Limited. The directors of Shell U.K. Limited do not manage the risks of the holding company at an individual subsidiary level. Risk and uncertainties are managed at a Group level. Therefore, the principal risks and uncertainties of Shell U.K. Limited which include those of the holding company, are discussed in the business review of the Group's annual report which does not form part of this report.
The principal risks and uncertainties relating to Dielectric Fluids Holding Ltd’s trading subsidiaries are addressed in MIDEL & MIVOLT Fluids Limited’s director’s and strategic reports.
No KPIs have been used during the year as management deems metrics on non-trading companies to not be applicable.
Dielectric Fluids Holding Ltd and its trading subsidiary MIDEL and MIVOLT Fluids Limited share the same directors. Additionally, MIDEL and MIVOLT Fluids Limited prepares both long term and annual plans as well as regular forecasts which are reviewed during the year by company leadership. To further promote the continued long-term success of the business, the collective MIDEL and MIVOLT business actively engages with stakeholders. This allows the company to execute its strategy to grow business and maximise profitability.
MIDEL & MIVOLT Limited’s assets, trade and employees were fully integrated into Shell U.K. Limited on 1 June 2025.
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DIELECTRIC FLUIDS HOLDINGS LTD
Strategic Report (continued)
For the period ended 31 December 2024
This report was approved by the board and signed on its behalf.
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DIELECTRIC FLUIDS HOLDINGS LTD
Directors' Report
For the period ended 31 December 2024
The directors present their report and the financial statements for the period ended 31 December 2024.
The directors are responsible for preparing the strategic report, the directors' report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙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.
The directors who served during the period were:
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DIELECTRIC FLUIDS HOLDINGS LTD
Directors' Report (continued)
For the period ended 31 December 2024
The auditors, Hurst Accountants Limited, 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.
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DIELECTRIC FLUIDS HOLDINGS LTD
Independent Auditors' Report to the Members of DIELECTRIC FLUIDS HOLDINGS LTD
We have audited the financial statements of DIELECTRIC FLUIDS HOLDINGS LTD (the 'Company') for the period ended 31 December 2024, which comprise the profit and loss account, 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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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.
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.
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.
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DIELECTRIC FLUIDS HOLDINGS LTD
Independent Auditors' Report to the Members of DIELECTRIC FLUIDS HOLDINGS LTD (continued)
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 period for which the financial statements are prepared is consistent with the financial statements; and
∙the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
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DIELECTRIC FLUIDS HOLDINGS LTD
Independent Auditors' Report to the Members of DIELECTRIC FLUIDS HOLDINGS LTD (continued)
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:
Identifying and assessing potential risks related to irregularities In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
∙The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
∙The outcome of enquiries of management, including whether they were aware of any instances of non-compliance with laws and regulations, and whether they had knowledge of any actual, suspected, or alleged fraud.
∙Supporting documentation relating to the Company's policies and procedures for:
-Identifying, evaluating, and complying with laws and regulations.
-Detecting and responding to the risks of fraud.
∙The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
∙The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
∙The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, Health & Safety regulations, and Anti-bribery and Corruption.
Audit response to risks identified Our procedures to respond to the risks identified included the following:
∙Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
∙Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
∙Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities.
∙Enquiring of management about any actual and potential litigation and claims.
∙Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.
∙Reading minutes of meetings of those charges with governance.
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DIELECTRIC FLUIDS HOLDINGS LTD
Independent Auditors' Report to the Members of DIELECTRIC FLUIDS HOLDINGS LTD (continued)
We have also considered the risk of fraud through management override of controls by:
∙Testing the appropriateness of journal entries and other adjustments to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.
∙Challenging assumptions made by management in their significant accounting estimates, and 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.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
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.
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.
for and on behalf of
Chartered Accountants & Statutory Auditors
3 Stockport Exchange
SK1 3GG
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DIELECTRIC FLUIDS HOLDINGS LTD
Profit and Loss Account
For the period ended 31 December 2024
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DIELECTRIC FLUIDS HOLDINGS LTD
Registered number: 14886002
Balance Sheet
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 15 form part of these financial statements.
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DIELECTRIC FLUIDS HOLDINGS LTD
Statement of Changes in Equity
For the period ended 31 December 2024
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DIELECTRIC FLUIDS HOLDINGS LTD
Notes to the Financial Statements
For the period ended 31 December 2024
Dielectric Fluids Holdings Limited is a private company limited by members capital and is incorporated in England & Wales, company number 14886002. The address of the company's registered office is Hibernia Way, Trafford Park, Greater Manchester, United Kingdom, M32 0ZD.
The nature of the company's operation and its principal activity is that of an intermediate holding company.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Shell Plc as at 31 December 2024 and these financial statements may be obtained from Companies house.
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DIELECTRIC FLUIDS HOLDINGS LTD
Notes to the Financial Statements
For the period ended 31 December 2024
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DIELECTRIC FLUIDS HOLDINGS LTD
Notes to the Financial Statements
For the period ended 31 December 2024
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DIELECTRIC FLUIDS HOLDINGS LTD
Notes to the Financial Statements
For the period ended 31 December 2024
On 12 December 2023, the company allotted and issued 1 C Ordinary share with a nominal value of £0.01 each, 879 B1 Ordianry shares with a nominal value of £1 each, and 100 B2 Ordinary share with a nominal value of £1 each.
From 22 May 2023 to 12 December 2023, the controlling party was G J Salt by virtue of his majority shareholding.
From 12 December 2023 to 31 December 2023, the controlling party was C J Salt by virtue of his majority shareholding. Since 31 December 2023, the immediate parent company is Shell U.K. Limited, a company incorporated in England and Wales, company number 00140141. The ultimate parent company and controlling party of the company is Shell plc, a company incorporated in England and Wales, company number 04366849.
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