|
Keronite International Limited
Registered number:03946660
Annual Report
For the year ended 31 December 2025
|
|
KERONITE INTERNATIONAL LIMITED
REGISTERED NUMBER: 03946660
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
|
|
Provisions for liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 1 -
|
|
KERONITE INTERNATIONAL LIMITED
REGISTERED NUMBER: 03946660
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 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 have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 3 to 15 form part of these financial statements.
- 2 -
|
|
KERONITE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Keronite International Limited is a private company limited by shares and incorporated in England and Wales. The registered number of the Company is 03946660. The address of the registered office is 1 Tudor Rose Court, 53 Hollands Road, Haverhill, Suffolk, CB9 8PJ.
The principal activity of the Company is the commercialisation of the keronite process. This is a proprietary surface treatment technology which uses plasma electrolytic oxidation (PEO) to convert the surface of light alloys such as aluminium, magnesium and titanium into a hard, dense ceramic, resistant to both corrosion and wear.
2.Accounting policies
|
|
|
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 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 following principal accounting policies have been applied:
The Company continues to follow its strategic direction of providing material science-based service solutions to customers from its facilities in both the UK and the US. The strength of our technology, its broad applications, and its relevance in industries demanding lightweight materials, such as aerospace, automotive, and semiconductors, remain key factors in our market appeal. This technology continues to be applicable across a variety of business sectors and geographies, as demonstrated by strong and growing customer interest.
Looking ahead to 2026, we expect sales growth compared with the previous year, supported by the ongoing success of our strategic initiatives and the Company's ability to meet increasing customer demand across our key markets.
The Board has reviewed the cash flow forecasts and the anticipated sales growth for 2026, considering the potential risks and uncertainties in the current economic environment. The ultimate parent company, Curtiss-Wright Corporation, has provided a signed letter of support confirming its continued commitment to provide financial support to the Company, ensuring that it can meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements. This commitment includes not demanding repayment of amounts owed to them or to companies under their control during this period.
Given the forecasted revenue growth, positive cash flow, and the parent company’s continued financial support, the Board remains confident in adopting the going concern basis of preparation for the 2025 financial statements.
- 3 -
|
|
KERONITE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
|
|
|
Going concern (continued)
|
The global economic environment remains challenging, with uncertainties arising from political, economic, social, technological, legal, and environmental factors. These challenges include inflation, rising interest rates, labour shortages, disrupted supply chains, and evolving work practices. The Board has assessed the potential impacts of these uncertainties on the business, including mitigation measures, and has concluded that the most significant impact is likely to come from the broader economic ripple effects.
The Company is actively working with its partners to minimise any adverse effects of these global events and to seize any opportunities that may arise, ensuring the business remains resilient and well-positioned for future growth.
|
|
|
Foreign currency translation
|
Functional and presentation currency
The Company's functional and presentational currency is GBP.
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.
All other foreign exchange gains and losses are presented in the Statement of Comprehensive Income within ‘administrative expenses’.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover 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 turnover is recognised:
Keronite provide a service to customers using in house equipment or grant licences for the Keronite technology to customers along with the provision of equipment in order for them to carry out the Keronite process.
- 4 -
|
|
KERONITE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Service revenue 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 turnover 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.
Sales of consumables relate predominantly to sales of electrolyte, used in the Keronite process.
Revenue arising on licence sales is recognised in its entirety on the inception of the agreement. Revenue arising on leases and exclusivities is amortised over the period of the agreement.
|
|
|
Operating leases: the Company as lessee
|
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
|
|
|
Interest receivable and similar income
|
Interest receivable and similar income is recognised in the profit or loss using the effective interest method.
|
|
|
Interest payable and similar expenses
|
Interest payable and similar expenses are recognised in the profit or loss using the effective interest method.
- 5 -
|
|
KERONITE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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 the profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
The Corporation operates several Share Bases Payment schemes, which requires them to expense all share-based compensation following the fair value-based method of accounting, Share-based compensation in a non-cash expense since the Corporation settles these obligations by issuing shares instead of settling obligations with cash payments.
Compensation expense for performance shares and time-based restricted stock is recognised over the requisite service period for the entire award based on the grant date fair value.
Scheme details and movements:
The entity is part of a group share-based payment scheme and it recognises and measures its share- based payment expense on the basis of a reasonable allocation of the expense recognised for the group. In May 2024, the Corporation's stockholders approved the Curtiss-Wright 2024 Omnibus Incentive Plan.
During the year. the Corporation granted share-based awards in the form of restricted stock units (RSU) and cash-based perlormance units (PSU). Under the employee benefit programme, the Corporation a'so provides an Employee Stock Purchase Plan (ESPP) to active employees.
The Corporation has granted PSU's to certain employees, whose three-year vesting is contingent upon Curtiss-Wright's total shareholder return over the three-year term beginning at the start of the fiscal year of the date of the grant.
RSU's vest at the end of the awards' vesting period. Norn-vested RSU's are subject to forfeiture if employment is terminated other than due to death. disability or retirement.
The ESPP enables eligible employees to purchase the Corporation's' common stock-at a price per share equal to 85% of the fair market value at the end of each six-month offering period commencing on January 1st and July the 1st of each year.
The share plans are denominated in share-based units based on the fair market value on the date of the grant and the compensation cost is amortised to expense on a straight-line basis over the requisite service period.
As the shared-based payments are not material to this entity no disclosure has been made in these financial statements.
- 6 -
|
|
KERONITE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
|
|
|
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 reporting 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 reporting 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 reporting date.
The UK has enacted legislation implementing the OECD Pillar Two model rules. which introduce a global minimum effective tax rate of 15% for large multinational groups. The Company has assessed the potential impact of the Pillar Two legislation and concluded that no material top-up tax liabilities are expected to arise in the current reporting period.
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.
- 7 -
|
|
KERONITE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
|
|
|
Tangible fixed assets (continued)
|
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.
Depreciation is provided on the following basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets under construction
|
|
not depreciated until assets are substantially in use
|
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.
Depreciation is charged to 'administration expenses' in the Statement of Comprehensive Income.
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 reporting 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.
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 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.
Short-term creditors are measured 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.
- 8 -
|
|
KERONITE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
|
|
|
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.
The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable.
Financial assets
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is identified, an impairment loss is recognised in the profit or loss.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and its recoverable amount, which is an estimate of the amount that the Company would receive for the asset if it were to be sold at the reporting date.
Financial liabilities
Basic financial liabilities, including trade and other payables are initially recognised at transaction price, unless the arrangement constitute a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a rate of interest.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payables are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transactions price and subsequently measured at amortised costs.
Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
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.
- 9 -
|
|
KERONITE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Judgements and key sources of estimation uncertainty
|
In the application of the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
|
|
The average monthly number of employees, including directors, during the year was 12 (2024 - 16).
|
- 10 -
|
|
KERONITE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
Assets under construction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfers between classes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 11 -
|
|
KERONITE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Debtors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings are repayable on demand and interest free.
|
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
|
|
|
|
|
|
|
Other taxation and social security
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings are repayable on demand and interest free.
|
- 12 -
|
|
KERONITE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged to profit or loss
|
|
|
|
|
|
|
The deferred tax asset is made up as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerated capital allowances
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of the balance sheet date, the Company has a potential obligation towards a warranty under a previous contract. The estimated financial effect is £50,000, but the outcome remains uncertain.
- 13 -
|
|
KERONITE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
|
|
48,108,189 (2024: 48,108,189) Ordinary shares of £0.01 each
|
|
|
|
|
The Company has one class of Ordinary shares; each carries one voting right per share but no right to fixed income.
|
Profit and loss account
The profit and loss account is made up of distributable reserves less any dividends paid.
|
|
Commitments under operating leases
|
|
|
At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Later than 1 year and not later than 5 years
|
|
|
|
|
|
|
|
|
|
Related party transactions
|
|
|
The Company is exempt from disclosing related party transactions undertaken with other wholly owned members of the group that have been concluded under normal market conditions.
|
|
|
Post balance sheet events
|
There have been no significant events affecting the Company since the year end.
- 14 -
|
|
KERONITE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Ultimate parent undertaking and controlling party
|
The Company is under the control of Curtiss-Wright Controls (UK) Limited who own 100% of the issued share capital.
The ultimate controlling party of Curtiss-Wright Controls (UK) Limited is Curtiss-Wright Corporation, a company incorporated in USA. The address of Curtiss-Wright Corporation is: Harbour Place Drive, Suite 300 Davidson, North Carolina NC28036 USA. The smallest group for which consolidated financial statements are drawn up is Curtiss-Wright Controls Inc, incorporated in USA. The largest group for which consolidated financial statements are drawn up is Curtiss-Wright Corporation.
The auditor's report on the financial statements for the year ended 31 December 2025 was unqualified.
The audit report was signed on 20 October 2026 by Julie Breakell (Senior Statutory Auditor) on behalf of Forvis Mazars LLP.
- 15 -
|