REGISTERED NUMBER: 00565938 (England and Wales)

Oilgear Towler Limited

Financial Statements

for the period

1 January 2024 to 30 December 2024

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

N T Dave

M Fangman

REGISTERED OFFICE:

37 Burley Road

Leeds

West Yorkshire

LS3 1JT

REGISTERED NUMBER:

00565938 (England and Wales)

AUDITORS:

SMH Jolliffe Cork Audit Ltd

Accountants & Statutory Auditors

33 George Street

Wakefield

West Yorkshire

WF1 1LX

FIXED ASSETS

Tangible assets

4

518,583

562,735

Investments

5

-

-

518,583

562,735

CURRENT ASSETS

Stocks

1,662,756

2,350,314

Debtors

6

3,611,406

3,606,135

Cash at bank and in hand

103,318

924,898

5,377,480

6,881,347

CREDITORS

Amounts falling due within one year

7

4,756,092

5,709,618

NET CURRENT ASSETS

621,388

1,171,729

TOTAL ASSETS LESS CURRENT LIABILITIES

1,139,971

1,734,464

PENSION LIABILITY

11

(532,000

)

(937,000

)

NET ASSETS

607,971

797,464

CAPITAL AND RESERVES

Called up share capital

9

8,289,330

8,289,330

Retained earnings

(7,681,359

)

(7,491,866

)

SHAREHOLDERS' FUNDS

607,971

797,464

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 1 May 2026 and were signed on its behalf by:

M Fangman - Director

1.	STATUTORY INFORMATION

Oilgear Towler Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The registered office and principal place of business is 37 Burley Road, Leeds, West Yorkshire LS3 1JT

The functional and presentational currency for the company is the pound sterling (£). All financial information presented has been rounded to the nearest (£), unless otherwise stated.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

At the year end, the company had net assets of £607,971 (2023: £797,464) and the company generated a profit after tax figure of £147,507 (2023: £369,268). The company has maintained a net current asset position amounting to £621,388 (2023: £1,171,729).

In reaching their conclusion, the directors have reviewed the projected revenue, likely funding requirement and sales order book of the company for at least the next 12 months from the date of approval of the financial statements. Based on the forecasts they have not identified any factors that would cast significant doubt about the ability of the company to continue as a going concern.

Through the immediate holding company, Oilgear European Holdings Limited, the company has the support from the ultimate parent company, Texas Hydraulics Holdings, Inc.

Texas Hydraulics Holdings Inc, the ultimate parent company to Oilgear European Holdings Limited, have provided a formal letter indicating their continued financial support to Oilgear Towler Limited for a period of at least 12 months from the date of sign off of the financial statements. As part of their assessment the directors have also considered the ability of Texas Hydraulic Holdings, Inc to provide any necessary financial support.

After consideration of all factors, the directors continue to adopt the going concern basis in preparing the financial statements.

Preparation of consolidated financial statements

The financial statements contain information about Oilgear Towler Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Texas Hydraulics Holdings Inc, 3410 Range Road, Temple, TX 76504 USA.

Revenue

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

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, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

- the Company has transferred the significant risks and rewards of ownership to the buyer;

- the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

- the amount of revenue can be measured reliably;

- it is probable that the Company will receive the consideration due under the transaction; and

- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied;

- the amount of revenue can be measured reliably.

- it is probable that the Company will receive the consideration due under the contract;

- the stage of completion of the contract at the end of the reporting period can be measured reliably; and

- the costs incurred and the costs to complete the contract can be measured reliably.

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.

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.

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

- 7% - 25% Straight Line

Fixtures and fittings

- 7% - 25% Straight Line

Office Equipment

- 7% - 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.

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited ti profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.

Grants of a revenue nature are recognised in the Statement of comprehensive income in the same period as the related expenditure.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less any provision for impairment.

Stocks

Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

Financial instruments

The company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.

All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Financial assets and liabilities are only offset in the balance sheet when and only when there exists a legally enforceable right to set off the recognised amounts and the company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Financial assets are derecognised when and only when; a) the contractual rights to the cash flows from the financial asset expire or are settled, b) the company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or, c) the company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Finance costs

Finance costs are charges to the Statement of comprehensive income over the term of the debt using the effective interest method so the amount charges 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,

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.

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more that 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.

Creditors

Short-term creditors are measures at the transaction price, Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal 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, takin into account the related risks and uncertainties.

Increases in provision are generally charges as an expense to profit or loss.

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Defined contribution pension plan

The company operated 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 Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

Defined benefit pension plan

The Company operates a defined benefit plan for certain employees. A defined benefit plan defines the pension benefit that the employee will receive on retirement, usually dependent upon several factors including but not limited to age, length of service and remuneration. A defined benefit plan is a pension plan that is not a defined contribution plan.

The liability recognised in the Statement of financial position in respect of the defined benefit plan is the present value of the defined benefit obligation at the end of the reporting date less the fair value of the plan assets at the reporting date (if any) out of which the obligations are to be settled.

The defined benefit obligation is calculated using the projected unit credit method. Annually the company engages independent actuarial to calculate the obligation. The present value is determined by discounting the estimated future payments using market yields on high quality corporate bonds that are denominates in sterling and that have terms approximating to the estimates period of the future payments ('discount rate').

The fair value of plan assets is measured in accordance with the FRS102 fair value hierarchy and in accordance with the Company's policy for similarly held assets. This includes the use of appropriate valuation techniques.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charges or credited to other comprehensive income. These amounts together with the return on plan assets, less amounts included in net interest, are disclosed as 'Remeasurement of net defined benefit liability'.

The cost of the defined benefit plan, recognised in profit or loss as employee costs, except where included in the cost of an asset, comprises:

a) the increase in net pension benefit liability arising from employee service during the period; and

b) the cost of plan introduction, benefit changes, curtailments and settlements.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is recognised in profit or loss as a 'finance expense'.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 50 (2023 - 48 ) .

4.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

Office

machinery

fittings

equipment

Totals

£

£

£

£

COST

At 1 January 2024

1,099,662

992,507

607,098

2,699,267

Additions

3,541

84,936

32,579

121,056

Disposals

(28,200

)

(9,101

)

(1,780

)

(39,081

)

At 30 December 2024

1,075,003

1,068,342

637,897

2,781,242

DEPRECIATION

At 1 January 2024

971,716

703,204

461,612

2,136,532

Charge for period

27,650

76,982

51,302

155,934

Eliminated on disposal

(20,101

)

(7,514

)

(2,192

)

(29,807

)

At 30 December 2024

979,265

772,672

510,722

2,262,659

NET BOOK VALUE

At 30 December 2024

95,738

295,670

127,175

518,583

At 31 December 2023

127,946

289,303

145,486

562,735

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 30 December 2024

74,999

PROVISIONS

At 1 January 2024

and 30 December 2024

74,999

NET BOOK VALUE

At 30 December 2024

-

At 31 December 2023

-

Subsidiary undertakings

The following were subsidiary undertakings of the Company:

Name

Principal Activity

Class of Shares

Holdings

Towler Hydraulics Limited

Dormant

Ordinary

99.99%

6.

DEBTORS

2024

2023

£

£

Amounts falling due within one year:

Trade debtors

2,103,537

828,822

Amounts owed by group undertakings

295,184

380,791

Other debtors

51,069

-

VAT

199,333

596,081

Prepayments and accrued income

849,783

1,687,941

3,498,906

3,493,635

Amounts falling due after more than one year:

Other debtors

112,500

112,500

Aggregate amounts

3,611,406

3,606,135

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Bank loans and overdrafts

-

1,731,080

Trade creditors

559,832

561,111

Amounts owed to group undertakings

3,053,866

884,692

Social security and other taxes

51,556

46,996

Other creditors

97,864

200,420

Accruals and deferred income

992,974

2,285,319

4,756,092

5,709,618

8.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

£

£

Within one year

294,125

294,797

Between one and five years

1,086,606

1,078,842

In more than five years

287,083

2,120,000

1,667,814

3,493,639

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

33,157,320

Ordinary

25p

8,289,330

8,289,330

10.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Claire Lawton (Senior Statutory Auditor)

for and on behalf of SMH Jolliffe Cork Audit Ltd

11.	EMPLOYEE BENEFIT OBLIGATIONS

Defined contribution scheme

The Company operates a defined contribution pension scheme. The assets of the scheme are held separately in an independently administered pension scheme. Under this scheme, the amount charges to the profit and loss account represents the contribution payable to the scheme in respect of the accounting period.

Defined benefit scheme

The Company also maintains a defined benefit pension scheme with assets held separately in an independently administered pension scheme. Pension benefits are linked to a member's final salary at retirement or earlier withdrawal, and their length of service, revalued between their date of leaving service and date of retirement is appropriate. Since 31 December 2002, the plan has been closed to future accrual and is also closed to new entrants. Therefore, the service cost component of the defined benefit pension cost is equal to the premiums due in respect of insured death-in-service benefits, administration expenses, and plan levies.

Actuarial gains and losses are recognised in full in the period in which they occur and are presented in the statement of other comprehensive income. The asset/liability recognised in the statement of financial position represents the present value of the defined benefit obligations. as reduced by the fair value of assets.

The results of the most recent full actuarial valuation as at 5 April 2022 were updated to the accounting date by an independent qualified actuary. As required by FRS 102 the value of the defined benefit obligation and the current service cost has been measured using the projected unit credit method.

The amounts recognised in the balance sheet are as follows:

Defined benefit

pension plans

2024

2023

£

£

Present value of funded obligations

(10,674,000

)

(11,709,000

)

Fair value of plan assets

10,142,000

10,772,000

(532,000

)

(937,000

)

Present value of unfunded obligations

-

-

Deficit

(532,000

)

(937,000

)

Net liability

(532,000

)

(937,000

)

The amounts recognised in profit or loss are as follows:

Defined benefit

pension plans

2024

2023

£

£

Current service cost

74,000

178,000

Net interest from net defined benefit asset/liability

25,000

57,000

Past service cost

-

-

99,000

235,000

Actual return on plan assets

(644,000

)

817,000

Changes in the present value of the defined benefit obligation are as follows:

Defined benefit

pension plans

2024

2023

£

£

Opening defined benefit obligation

11,709,000

12,380,000

Current service cost

4,000

13,000

Interest cost

510,000

541,000

Actuarial losses/(gains)

(792,000

)

354,000

Benefits paid

(757,000

)

(1,579,000

)

10,674,000

11,709,000

Changes in the fair value of scheme assets are as follows:

Defined benefit

pension plans

2024

2023

£

£

Opening fair value of scheme assets

10,772,000

10,884,000

Scheme administrative costs

(70,000

)

(165,000

)

Contributions by employer

841,000

815,000

Interest income on scheme assets

485,000

484,000

Actuarial gains/(losses)

(1,129,000

)

333,000

Benefits paid

(757,000

)

(1,579,000

)

10,142,000

10,772,000

The amounts recognised in other comprehensive income are as follows:

Defined benefit

pension plans

2024

2023

£

£

Actuarial gains/(losses)

(337,000

)

(21,000

)

(337,000

)

(21,000

)

The major categories of scheme assets as amounts of total scheme assets are as follows:

Defined benefit

pension plans

2024

2023

£

£

Equities

2,293,000

1,832,000

Bonds

908,000

724,000

Property

286,000

381,000

Alternatives

767,000

980,000

Gilts

5,494,000

5,966,000

Cash

298,000

784,000

Annuity

96,000

105,000

10,142,000

10,772,000

Principal actuarial assumptions at the balance sheet date (expressed as weighted averages):

2024

2023

Discount rate

5.40%

4.50%

Future salary increases

3.60%

3.50%

Future pension increases - Post 88 GMP

2.50%

2.50%

Future pension increases - Post 97 Excess

2.70%

2.60%

Future pension increases - Post 97

3.10%

3.00%

Retail Prices Index (RPI)

3.50%

3.40%

Consumer Prices Index (CPI)

3.10%

3.00%

Mortality rates

2024

2023

Years

Years

Male aged 65 now

20.6

20.6

At 65 for a male aged 45 now

21.6

21.5

Female aged 65 now

22.7

22.6

At 65 for a female aged 45 now

23.9

23.8

Future contributions

The latest actuarial valuation of the plan was carried out as at 5 April 2022. Over the year the Company has paid £841,182 to the plan in respect of deficit contributions, administrative expenses, levies, and death in service premiums, which is in line with the Schedule of Contributions dates 31 December 2022. The company has paid £868,101 in the year to 30 December 2025. In line with the schedule of contributions the company expects to pay £895,881 to the plan during the year to 30 December 2026. However, the next triennial actuarial is due as at 5 April 2025 and as part of the valuation a new schedule of contributions will be agreed.

12.	OTHER FINANCIAL COMMITMENTS

The company has a guarantee in favour of HMRC at 31 December 2024 amounting to £20,000 (2023 - £20,000)

13.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

14.	ULTIMATE CONTROLLING PARTY