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Registered number: 05476239 NASMYTH IEC LIMITED DIRECTORS' REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
NASMYTH IEC LIMITED COMPANY INFORMATION
Directors | J Rooney
| J A Storer
| P G Raju
Registered number | 05476239
Registered office | Nasmyth House
| Coventry Road
| Exhall
| Coventry
| CV7 9FT
Independent auditors | PKF Smith Cooper Audit Limited
| Statutory Auditors
| Cornerblock
| 2 Cornwall Street
| Birmingham
| B3 2DX
NASMYTH IEC LIMITED CONTENTS
| Page
Directors' Report | 1 - 2
Independent Auditors' Report | 3 - 6
Statement of Comprehensive Income | 7
Balance Sheet | 8 - 9
Statement of Changes in Equity | 10
Notes to the Financial Statements | 11 - 21
NASMYTH IEC LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 30 APRIL 2025 The directors present their report and the financial statements for the year ended 30 April 2025.
Directors' responsibilities statement
The directors are responsible for preparing 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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and 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.
Directors
The directors who served during the year were:
A J Upton (resigned 6 September 2024)
W1S Directors Limited (resigned 31 October 2025)
J D Larner (resigned 16 October 2024)
J Rooney (appointed 16 September 2024)
J A Storer (appointed 16 September 2024)
Since the year end the following director has been appointed: P G Raju (appointed 31 October 2025)
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. Page 1
NASMYTH IEC LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 APRIL 2025
Going concern
As at 30 April 2025, the Company was a subsidiary of Nasmyth Group Limited. On 31st October 2025 the Nasmyth Group was acquired from R Capital by Sigma Advanced Systems UK Limited, a UK subsidiary of Megasoft Limited an Indian Company listed on the Indian Stock Exchange. The Board of Directors of the Company and the Group have undertaken an assessment of the ability of the Company and the Group to continue in operation and to meet their liabilities as they fall due. In making this assessment, the Directors have considered trading and cashflow forecasts which reflect the latest market intelligence and customer long term supply agreements, supply schedules and order books. The directors have concluded that the support provided by the Company’s ultimate parent company in the UK, Sigma Advanced Systems UK Limited, in the form of that company’s commitment not to request repayment of its intra group loan, together with the support provided by fellow subsidiary companies not to request repayment of any intra group liabilities due to them and the support provided by the ultimate parent group in India, in the form of the cross guarantee it has made to support the Company’s working capital funding facilities, will provide sufficient funds to enable them to meet their obligations as they fall due for a period of at least 12 months from the date of approval of these financial statements, and have accordingly concluded that it is appropriate to prepare these financial statements on a going concern basis.
Post balance sheet events
Details of post balance sheet events affecting the Company have been disclosed in note 20.
Auditors
The auditors, PKF Smith Cooper Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
Small companies note
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006. This report was approved by the board and signed on its behalf.
J Rooney Director
Date: 9 March 2026
Page 2
NASMYTH IEC LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NASMYTH IEC LIMITED
Opinion
We have audited the financial statements of Nasmyth IEC Limited (the 'Company') for the year ended 30 April 2025, 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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 30 April 2025 and of its loss 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 3
NASMYTH IEC LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NASMYTH IEC LIMITED (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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Directors' Report has 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 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; or ∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' report and from the requirement to prepare a Strategic report.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 1, 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 4
NASMYTH IEC LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NASMYTH IEC LIMITED (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. Based on our understanding of the Company and industry, key laws and regulations that we identified included: ∙Companies Act 2006; ∙Tax legislation; and ∙Health and safety and employment legislation. We identified that the principal risk of fraud or non-compliance with laws and regulations related to: ∙Management bias in respect of accounting estimates and judgements made; ∙Management override of controls; and ∙Posting of unusual journals or transactions. We focused on those areas that could give rise to a material misstatement in the Company's financial statements. Our procedures included but were not limited to: ∙Enquiry of management and those charged with governance around actual and potential litigation and claims, including instances of non-compliance with laws, regulations and fraud; ∙Reviewing minutes of meetings of those charged with governance where available; ∙Reviewing legal expenditure in the year to identify instances of non-compliance with laws and regulations and fraud; ∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; and ∙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 reviewing accounting estimates for bias, in particular the valuation of stock. It is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud. Page 5
NASMYTH IEC LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NASMYTH IEC LIMITED (CONTINUED) 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.
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 Newman (Senior Statutory Auditor) for and on behalf of PKF Smith Cooper Audit Limited Statutory Auditors Cornerblock 2 Cornwall Street Birmingham B3 2DX 11 March 2026 Page 6
NASMYTH IEC LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 APRIL 2025
| 2025 | 2024
Note | £000 | £000
Turnover |  | 8,146 | 8,360
Cost of sales |  | (6,860) | (7,194)
Gross profit |  | 1,286 | 1,166
Administrative expenses |  | (1,359) | (1,052)
Exceptional items | 5 | (14) | 4
Other operating income |  | - | 15
Operating (loss)/profit |  | (87) | 133
Interest payable and similar expenses |  | (538) | (239)
Loss before tax |  | (625) | (106)
Tax on loss |  | 43 | 45
Loss for the financial year |  | (582) | (61)
There was no other comprehensive income for 2025 (2024: £NIL).
The notes on pages 11 to 21 form part of these financial statements.
Page 7
NASMYTH IEC LIMITED REGISTERED NUMBER: 05476239 BALANCE SHEET AS AT 30 APRIL 2025
|  | 2025 |  | 2024
Note |  | £000 |  | £000
Fixed assets |  |  |  |  |
Tangible assets | 6 |  | 835 |  | 867
Current assets |  |  |  |  |
Stocks | 7 | 1,097 |  | 1,288 |
Debtors: amounts falling due within one year | 8 | 1,739 |  | 3,673 |
Cash at bank and in hand | 9 | 109 |  | - |
|  | 2,945 |  | 4,961 |
Creditors: amounts falling due within one year | 10 | (4,682) |  | (6,134) |
Net current liabilities |  |  | (1,737) |  | (1,173)
Total assets less current liabilities |  |  | (902) |  | (306)
Creditors: amounts falling due after more than one year | 11 |  | - |  | (14)
Provisions for liabilities |  |  |  |  |
Other provisions | 14 |  | (769) |  | (769)
Net liabilities |  |  | (1,671) |  | (1,089)
Capital and reserves |  |  |  |  |
Called up share capital | 15 |  | 100 |  | 100
Profit and loss account | 16 |  | (1,771) |  | (1,189)
|  |  | (1,671) |  | (1,089)
Page 8
NASMYTH IEC LIMITED REGISTERED NUMBER: 05476239 BALANCE SHEET (CONTINUED) AS AT 30 APRIL 2025 The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
J Rooney
Director
Date: 9 March 2026
The notes on pages 11 to 21 form part of these financial statements. Page 9
NASMYTH IEC LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 APRIL 2025
| Called up share capital | Profit and loss account | Total equity
| £000 | £000 | £000
At 1 May 2023 | 100 | (1,128) | (1,028)
Comprehensive income for the year |  |  |
Loss for the year | - | (61) | (61)
At 1 May 2024 | 100 | (1,189) | (1,089)
Comprehensive income for the year |  |  |
Loss for the year | - | (582) | (582)
At 30 April 2025 | 100 | (1,771) | (1,671)
| The notes on pages 11 to 21 form part of these financial statements.
Page 10
NASMYTH IEC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
1. | General information
Nasmyth IEC Limited is a private company, limited by shares, registered in England and Wales, United Kingdom. The company's registration number is 05476239 and its registered office address is Nasmyth House, Coventry Road, Exhall, Coventry, CV7 9FT. 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 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the requirements and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The presentation currency of the financial statements is Pound Sterling and amounts have been presented in round thousands (£'000's). The following principal accounting policies have been applied:
| 2.2 | Going concern
As at 30 April 2025, the Company was a subsidiary of Nasmyth Group Limited. On 31st October 2025 the Nasmyth Group was acquired from R Capital by Sigma Advanced Systems UK Limited, a UK subsidiary of Megasoft Limited an Indian Company listed on the Indian Stock Exchange. The Board of Directors of the Company and the Group have undertaken an assessment of the ability of the Company and the Group to continue in operation and to meet their liabilities as they fall due. In making this assessment, the Directors have considered trading and cashflow forecasts which reflect the latest market intelligence and customer long term supply agreements, supply schedules and order books. The directors have concluded that the support provided by the Company’s ultimate parent company in the UK, Sigma Advanced Systems UK Limited, in the form of that company’s commitment not to request repayment of its intra group loan, together with the support provided by fellow subsidiary companies not to request repayment of any intra group liabilities due to them and the support provided by the ultimate parent group in India, in the form of the cross guarantee it has made to support the Company’s working capital funding facilities, will provide sufficient funds to enable them to meet their obligations as they fall due for a period of at least 12 months from the date of approval of these financial statements, and have accordingly concluded that it is appropriate to prepare these financial statements on a going concern basis.
| 2.3 | Foreign currency translation
Transactions in foreign currencies are translated to the Company's functional currency at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the foreign exchange rate ruling at the balance sheet date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are retranslated to the functional currency at foreign exchange rates ruling at dates the fair value was determined. Foreign currency differences arising on translation are recognised in the Statement of Comprehensive Income. Page 11
NASMYTH IEC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 2.Accounting policies (continued)
| 2.4 | Defined contribution pension plans
A defined contribution plan is a post-employment benefit plan under which the company pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in the Statement of Comprehensive Income in the periods during which services are rendered by employees.
| 2.5 | Turnover
Turnover is measured at the fair value of the consideration receivable which generally equates to the invoiced amount, excluding sales tax. The Company has three principal revenue streams: Sales of products Turnover for sales of goods is recognised when the risk and rewards of ownership have passed which, dependent upon the contractual terms, may be at the point of despatch, acceptance by the customer or certification by the customer. Long Term Contracts On certain contracts, the Company recognises turnover over a period of time as risks and rewards are transferred. Turnover is measured based on the consideration specified in a contract with a customer, excluding amounts collected on behalf of third parties. Where consideration is not specified within the contract or is otherwise subject to variability, the Company estimates the amount of consideration to be received from the customer. Turnover is recognised using the input method, which uses costs incurred and the assessed margin across the contract to determine the turnover to be recognised. The input method is used to measure progress as it best depicts the transfer of control to the customer. The margin and associated revenues are calculated based on the estimated transaction price and expected total costs, with considerations made for the associated contract costs. Design and Build On occasions cash is received in advance of work performed to compensate the Company for costs incurred in design and development activities. Where such amounts are received and the risks and rewards of ownership over development assets are not deemed to have been transferred, amounts are deferred onto the balance sheet and taken to turnover as the Company performs its contractual obligations either on the delivery or product milestones.
| 2.6 | Operating leases
Payments (excluding costs for services and insurance) made under operating leases are recognised in the Statement of Comprehensive Income on a straight-line basis over the term of the lease. Lease incentives received are recognised in the Statement of Comprehensive Income over the term of the lease as an integral part of the total lease expense. Page 12
NASMYTH IEC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 2.Accounting policies (continued)
| 2.7 | Finance Lease
Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability using the rate implicit in the lease. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.
| 2.8 | Finance costs
Finance costs are charged to the Statement of Comprehensive Income 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 | Current and deferred taxation
Tax is recognised in the Statement of Comprehensive Income 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. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.10 | Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence. Page 13
NASMYTH IEC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 2.Accounting policies (continued)
| 2.11 | Tangible fixed assets
Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes the original purchase price of the asset and the cost attributable to bringing the asset to its working condition for its intended use. Where parts of an item of tangible fixed assets have different useful lives, they are accounted for as separate items of tangible fixed assets. Leases in which the Company assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance leases. Leased assets acquired by way of finance lease are stated on initial recognition at an amount equal to the lower of their fair value and the present value of the minimum lease payments at the inception of the lease, including any incremental costs directly attributable to negotiating and arranging the lease. At initial recognition a finance lease liability is recognised equal to the fair value of the leased asset or, if lower, the present value of the minimum lease payments. The present value of the minimum lease payments is calculated using the interest rate implicit in the lease. The Company assesses at each reporting date whether tangible fixed assets (including those leased under finance leases) are impaired. 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. The estimated useful lives are as follows:
|  |  |  | Plant and machinery | - | 7 - 12 years
|  |  |  | Fixtures and fittings | - | 5 years
Depreciation methods, useful economic lives and residual values are reviewed if there is an indication of a significant change since the last annual reporting date in the pattern by which the Company expects to consume and asset's future economic benefits.
| 2.12 | Impairment of fixed assets
Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased. Page 14
NASMYTH IEC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 2.Accounting policies (continued)
| 2.13 | Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is based on the weighted average principle and includes expenditure incurred in acquiring the stocks, production or conversion costs and other costs in bringing them to their existing location and condition. In the case of manufactured stocks and work in progress, cost includes an appropriate share of overheads based on normal operating capacity.
| 2.14 | Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits.
| 2.15 | Provisions for liabilities
Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation. Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the Balance sheet.
| 2.16 | Basic financial instruments
(i) Trade and other debtors and creditors Trade and other debtors are recognised initially at transaction price less attributable transaction costs. Trade and other creditors are recognised initially at the transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors. If the arrangement constitutes a financing transaction, for example if the payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument. (ii) Interest-bearing borrowings classified as basic financial instruments Interest-bearing borrowings are recognised initially at the present value of future payments, discounted at a market rate of interest. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses.
| 2.17 | Equity instruments
Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Page 15
NASMYTH IEC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
The following are the critical judgements and key sources of estimation that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on amounts recognised. Stocks In determining the cost of stocks, the directors have to make judgements to arrive at cost and net realisable value. Determining cost requires judgement as to the value of labour and overheads applied to stocks. Determining the net realisable value of products held requires judgement to be applied to determine the likely saleability of the product and the potential price that can be achieved. In arriving at any provisions for net realisable value the directors take into account the age, condition, and quality of the product stocked and the recent trend in sales. The carrying value of stocks at the balance sheet date is £1,097,000 (2024: £1,288,000).
4. | Employees
| The average monthly number of employees, including directors, during the year was 52 (2024 - 50).
5. | Exceptional items
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Redundancy costs | 14 | -
| Customer claim and related expenses | - | (4)
|  | 14 | (4)
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NASMYTH IEC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
6. | Tangible fixed assets
|  | Plant and machinery | Fixtures and fittings | Total
|  | £000 | £000 | £000
| Cost |  |  |
| At 1 May 2024 | 1,534 | 720 | 2,254
| Additions | 345 | 1 | 346
| Disposals | (260) | - | (260)
| At 30 April 2025 | 1,619 | 721 | 2,340
| Depreciation |  |  |
| At 1 May 2024 | 769 | 618 | 1,387
| Charge for the year | 171 | 31 | 202
| Disposals | (84) | - | (84)
| At 30 April 2025 | 856 | 649 | 1,505
| Net book value |  |  |
| At 30 April 2025 | 763 | 72 | 835
| At 30 April 2024 | 765 | 102 | 867
| Included in the total net book value of plant and machinery is £nil (2024: £193,000) and fixtures and fittings is £nil (2024: £nil) in respect of assets held under finance lease and hire purchase contracts. Depreciation for the year on these assets was £12,000 (2024: £26,000). Assets held under finance lease and hire purchase contracts provide security for the specific finance lease and hire purchase liabilities included in creditors.
7. | Stocks
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Raw materials and consumables | 135 | 106
| Work in progress | 413 | 524
| Finished goods | 549 | 658
|  | 1,097 | 1,288
| The carrying value of stocks are stated net of impairment losses totaling £567,000 (2024: £583,000).
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NASMYTH IEC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
8. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Trade debtors | 1,510 | 3,513
| Amounts owed by group undertakings | 53 | 24
| Other debtors | 14 | 44
| Prepayments | 162 | 92
|  | 1,739 | 3,673
| Trade debtors are part of the secured gross collateral of the Secure Trust Bank plc facility.
9. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Cash at bank and in hand | 109 | -
| Less: bank overdrafts | - | (56)
10. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Bank overdrafts | - | 56
| Bank loans | 1,062 | 2,769
| Trade creditors | 696 | 402
| Amounts owed to group undertakings | 2,386 | 1,469
| Other taxation and social security | 163 | 578
| Obligations under finance lease and hire purchase contracts | 10 | 59
| Other creditors | 56 | 103
| Accruals and deferred income | 309 | 698
|  | 4,682 | 6,134
| Included in bank loans is the Company's invoice financing facility provided by Secure Trust Bank plc which is secured by a fixed and floating charge over the assets of the Company. Obligations under finance leases and hire purchase contracts are secured against the assets to which they relate.
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NASMYTH IEC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
11. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Obligations under finance leases and hire purchase contracts | - | 14
| Obligations under finance leases and hire purchase contracts are secured against the assets to which they relate.
12. | Loans
| Analysis of the maturity of loans is given below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Amounts falling due within one year |  |
| Bank loans | 1,062 | 2,769
13. | Hire purchase and finance leases
| Minimum lease payments under hire purchase fall due as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Within one year | 10 | 59
| Between 1-5 years | - | 14
|  | 10 | 73
14. | Provisions
|  | Other provisions
|  | £000
| At 1 May 2024 | 769
| Charged to profit or loss | -
| At 30 April 2025 | 769
| Other provisions relate to a provision for dilapidation costs for the Company's main trading premises which the Company is contractually committed to under the terms of the property lease.
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NASMYTH IEC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
15. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
|  | Allotted, called up and fully paid |  |
|  | 100,000 (2024 - 100,000) Ordinary shares of £1.00 each | 100 | 100
16. | Reserves
Profit and loss account This reserve records all current and prior period retained profits and losses.
17. | Contingencies and commitments
Guarantees The Company has given cross guarantees in respect of bank loans of group companies amounting to £17,070,000 (2024: £15,014,000). The Company has given a guarantee in respect of other loans of a fellow subsidiary undertaking amounting to £16,823,000 (2024: £14,896,000). The Company is party to a guarantee given to a customer in relation to a prepayment provided for the delivery of future parts. At the balance sheet date, the amount guaranteed totaled £4,879,000 (2024: £nil).
18. | Pension commitments
The Company operates a defined contribution pension scheme. The pension costs charged for the year represents contributions payable by the Company to the scheme and amounted to £123,000 (2024: £91,000). There were outstanding contributions of £18,000 (2024: £20,000) at the end of the financial year. These are included in creditors and have been settled since the year end. Page 20
NASMYTH IEC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
19. | Commitments under operating leases
| At 30 April 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Not later than 1 year | 281 | 282
| Later than 1 year and not later than 5 years | 1,108 | 1,112
| Later than 5 years | 924 | 1,224
|  | 2,313 | 2,618
20. | Post balance sheet events
On the 31st October 2025 the Company and all other companies in the Nasmyth Group were acquired by Sigma Advanced Systems UK Limited, a UK subsidiary of Megasoft Limited an Indian Company listed on the Indian Stock Exchange. Current facilities were maintained and further funding as required has been made available to the Company and Group for working capital and capital expenditure investment requirements.
21. | Ultimate controlling party
The immediate parent company is Nasmyth Group Limited. The registered office address is Nasmyth House, Coventry Road, Exhall, Coventry, CV7 9FT. As at 30 April 2025 the ultimate controlling party was Rcapital Limited. The registered office address is 5th Floor, 24 Old Bond Street, London, W1S 4AW. As at the date of approval of these financial statements, the ultimate parent undertaking is Sigma Advanced Systems Limited (formerly Megasoft Limited) a company incorporated in India with a registered address of No 85 Kutchery Road, Mylapore, Chennai, India 600 004. The smallest and largest group, in which the results of the Company are consolidated, is that headed by Nasmyth Group Limited, a company incorporated in England and Wales, United Kingdom. The consolidated financial statements may be obtained from its registered office address, Nasmyth House, Coventry Road, Exhall, Coventry, CV7 9FT.
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