Kelta Limited - Limited company accounts 16.3

REGISTERED NUMBER: 09231573 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2016

FOR

KELTA LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

4

Consolidated Income Statement

6

Consolidated Other Comprehensive Income

7

Consolidated Statement of Financial Position

8

Company Statement of Financial Position

9

Consolidated Statement of Changes in Equity

10

Company Statement of Changes in Equity

11

Consolidated Statement of Cash Flows

12

Notes to the Consolidated Statement of Cash Flows

13

Notes to the Consolidated Financial Statements

14

DIRECTOR:

P Mehta

REGISTERED OFFICE:

Eagle House

28 Billing Road

Northampton

Northamptonshire

NN1 5AJ

REGISTERED NUMBER:

09231573 (England and Wales)

AUDITORS:

DNG Dove Naish

Chartered Accountants

and Statutory Auditor

Eagle House

28 Billing Road

Northampton

Northamptonshire

NN1 5AJ

The director presents his strategic report of the company and the group for the year ended

31 December 2016.

The trading results for the year and the group's financial position at the end of the year are shown in the

attached financial statements.

REVIEW OF BUSINESS

The director is pleased to report that group turnover has increased for the group's second period of trade.

Gross profit margin has improved as a result of efficiencies achieved in the supply chain.

Profit before tax has increased as a result of the above.

Volume on its key contracts grew and the group continued to work with its customers on the development of

new products and service offerings to house new and evolving technologies. The group continues to invest

and expand its operations, premises, manpower and machinery.

PRINCIPAL RISKS AND UNCERTAINTIES

Risk is a key element of the group's strategic management, whereby it addresses the risks attached to each

of its activities. This is reflected in the group's Business Continuity plan, which incorporates Risk Tolerance

Matrices, Business Impact Analyses and Action Plans.

Regular reviews of the group's Business Continuity plan, policies, quality control and health and safety

procedures are undertaken as part of the group's risk management process.

In common with many manufacturing businesses the group continues to be exposed to the effects of global

competition but focuses on providing quality products and solutions for its customers.

The group's activities expose it to a number of financial risks including liquidity risk and currency risk. The

group does not use derivative financial instruments for speculative purposes.

Liquidity risk

In order to maintain liquidity to ensure that sufficient funds are available for on-going operations and future

developments, the group uses a mixture of long-term and short-term debt finance and equity funding and

inter-company treasury management.

Currency risk

The group undertakes trading transactions in currencies other than US Dollars and has funding instruments

denominated in foreign currency. The foreign exchange risk is managed by holding cash resources in

foreign currency.

KEY PERFORMANCE INDICATORS

The group operates with a range of key performance indicators, the principal measures fall within the

following categories; profitability, sales & customer service, resource & cost effectiveness. These are

reviewed at regularly.

SIGNED BY ORDER OF THE DIRECTORS:

P Mehta - Director

20 October 2017

The director presents his report with the financial statements of the company and the group for the year

ended 31 December 2016.

PRINCIPAL ACTIVITIES

The principal activities of the group in the year under review were those of design, manufacture and sale of

engineered products and the holding of investments.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2016.

DIRECTOR

P Mehta held office during the whole of the period from 1 January 2016 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the

financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law

the director has elected to prepare the financial statements in accordance with United Kingdom Generally

Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including

Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of

Ireland'. Under company law the director must not approve the financial statements unless he is satisfied

that they give a true and fair view of the state of affairs of the company and the group and of the profit or

loss of the group for that period. In preparing these financial statements, the director is required to:

-	select suitable accounting policies 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 director is responsible for keeping adequate accounting records that are sufficient to show and explain

the company's and the group's transactions and disclose with reasonable accuracy at any time the financial

position of the company and the group and enable him to ensure that the financial statements comply with

the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group

and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the

Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he

ought to have taken as a director in order to make himself aware of any relevant audit information and to

establish that the group's auditors are aware of that information.

AUDITORS

The auditors, DNG Dove Naish, will be proposed for re-appointment at the forthcoming Annual General

Meeting.

SIGNED BY ORDER OF THE DIRECTORS:

P Mehta - Director

20 October 2017

We have audited the financial statements of Kelta Limited for the year ended 31 December 2016 on pages

six to twenty nine. The financial reporting framework that has been applied in their preparation is 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'.

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 a Report of the Auditors 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.

Respective responsibilities of director and auditors

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements

sufficient to give reasonable assurance that the financial statements are free from material misstatement,

whether caused by fraud or error. This includes an assessment of: whether the accounting policies are

appropriate to the group's and the parent company's circumstances and have been consistently applied and

adequately disclosed; the reasonableness of significant accounting estimates made by the director; and the

overall presentation of the financial statements. In addition, we read all the financial and non-financial

information in the Group Strategic Report and the Report of the Director to identify material inconsistencies

with the audited financial statements and to identify any information that is apparently materially incorrect

based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the

audit. If we become aware of any apparent material misstatements or inconsistencies we consider the

implications for our report.

Opinion on financial statements

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2016 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'; and

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

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit, the information given in the Group

Strategic Report and the Report of the Director for the financial year for which the financial statements are

prepared is consistent with the financial statements, and has been prepared in accordance with applicable

legal requirements. In the light of the knowledge and understanding of the group and the parent company

and its environment, we have not identified any material misstatements in the Group Strategic Report or the

Report of the Director.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to

report to you if, in our opinion:

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

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of director's remuneration specified by law are not made; or

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

Andrew Clifford (Senior Statutory Auditor)

for and on behalf of DNG Dove Naish

Chartered Accountants

and Statutory Auditor

Eagle House

28 Billing Road

Northampton

Northamptonshire

NN1 5AJ

26 October 2017

TURNOVER

3

71,546,881

54,115,125

Cost of sales

37,978,320

32,424,088

GROSS PROFIT

33,568,561

21,691,037

Administrative expenses

6,426,243

1,328,383

27,142,318

20,362,654

Other operating income

80,786

36,778

OPERATING PROFIT

5

27,223,104

20,399,432

Income from fixed asset investments

976,372

556,507

Interest receivable and similar income

134,668

140,759

1,111,040

697,266

28,334,144

21,096,698

Amounts written off investments

6

(71,959

)

16,359

Gain/loss on revaluation of investments

(4,762,678

)

-

(4,834,637

)

16,359

33,168,781

21,080,339

Interest payable and similar expenses

7

36,434

137,240

PROFIT BEFORE TAXATION

33,132,347

20,943,099

Tax on profit

8

654,349

581,856

PROFIT FOR THE FINANCIAL YEAR

32,477,998

20,361,243

Profit attributable to:

Owners of the parent

32,477,998

20,361,243

PROFIT FOR THE YEAR

32,477,998

20,361,243

OTHER COMPREHENSIVE (LOSS)/INCOME

Currency translation differences

(1,058,029

)

(791,020

)

Share premium conversion

-

84,754,728

Income tax relating to components of other comprehensive (loss)/income

-

-

OTHER COMPREHENSIVE (LOSS)/INCOME FOR THE YEAR, NET OF INCOME TAX

(1,058,029

)

83,963,708

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

31,419,969

104,324,951

Total comprehensive income attributable to:

Owners of the parent

31,419,969

104,324,951

FIXED ASSETS

Intangible assets

11

1,244,286

1,720,863

Tangible assets

12

4,599,770

4,031,468

Investments

13

77,512,661

70,271,694

83,356,717

76,024,025

CURRENT ASSETS

Stocks

14

8,945,390

8,289,752

Debtors

15

7,225,109

11,552,369

Cash at bank and in hand

38,351,054

8,920,449

54,521,553

28,762,570

CREDITORS

Amounts falling due within one year

16

11,125,017

9,445,934

NET CURRENT ASSETS

43,396,536

19,316,636

TOTAL ASSETS LESS CURRENT LIABILITIES

126,753,253

95,340,661

CREDITORS

Amounts falling due after more than one year

17

-

(12,053

)

PROVISIONS FOR LIABILITIES

21

(6,778

)

(2,102

)

NET ASSETS

126,746,475

95,326,506

CAPITAL AND RESERVES

Called up share capital

22

1,555

1,555

Translation reserve

23

(1,849,049

)

(791,020

)

Retained earnings

23

128,593,969

96,115,971

SHAREHOLDERS' FUNDS

126,746,475

95,326,506

The financial statements were approved by the director on 20 October 2017 and were signed by:

P Mehta - Director

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

-

-

Investments

13

96,303,009

174,955,807

96,303,009

174,955,807

CURRENT ASSETS

Debtors

15

100,000

1,480

Cash at bank

30,343,464

4,544,231

30,443,464

4,545,711

CREDITORS

Amounts falling due within one year

16

-

84,173,943

NET CURRENT ASSETS/(LIABILITIES)

30,443,464

(79,628,232

)

TOTAL ASSETS LESS CURRENT LIABILITIES

126,746,473

95,327,575

CAPITAL AND RESERVES

Called up share capital

22

1,555

1,555

Revaluation reserve

23

-

19,929,383

Retained earnings

23

126,744,918

75,396,637

SHAREHOLDERS' FUNDS

126,746,473

95,327,575

Company's profit/(loss) for the financial year

51,348,281

(358,091

)

The financial statements were approved by the director on 20 October 2017 and were signed by:

P Mehta - Director

Called up

share

Retained

Share

Translation

Total

capital

earnings

premium

reserve

equity

$

$

$

$

$

Changes in equity

Issue of share capital

1,555

-

-

-

1,555

Dividends

-

(9,000,000

)

-

-

(9,000,000

)

Total comprehensive income

-

105,115,971

-

(791,020

)

104,324,951

Balance at 31 December 2015

1,555

96,115,971

-

(791,020

)

95,326,506

Changes in equity

Total comprehensive income

-

32,477,998

-

(1,058,029

)

31,419,969

Balance at 31 December 2016

1,555

128,593,969

-

(1,849,049

)

126,746,475

Called up

share

Retained

Share

Revaluation

Total

capital

earnings

premium

reserve

equity

$

$

$

$

$

Changes in equity

Issue of share capital

1,555

-

-

-

1,555

Dividends

-

(9,000,000

)

-

-

(9,000,000

)

Total comprehensive income

-

84,396,637

-

19,929,383

104,326,020

Balance at 31 December 2015

1,555

75,396,637

-

19,929,383

95,327,575

Changes in equity

Total comprehensive income

-

51,348,281

-

(19,929,383

)

31,418,898

Balance at 31 December 2016

1,555

126,744,918

-

-

126,746,473

Cash flows from operating activities

Cash generated from operations

1

24,062,406

15,248,764

Interest paid

(36,434

)

(137,240

)

Tax paid

(402,545

)

(332,194

)

Net cash from operating activities

23,623,427

14,779,330

Cash flows from investing activities

Purchase of intangible fixed assets

-

(2,056,157

)

Purchase of tangible fixed assets

(1,623,166

)

(4,443,382

)

Purchase of fixed asset investments

(10,096,619

)

(63,621,694

)

Sale of tangible fixed assets

-

27,948

Sale of fixed asset investments

8,692,415

317,308

Interest received

134,668

140,759

Dividends received

976,372

78,271,751

Net cash from investing activities

(1,916,330

)

8,636,533

Cash flows from financing activities

Loans to group

-

(5,602,893

)

Loans from group

7,819,416

-

Other loan received

-

25,847

Other loan repayments

(19,197

)

-

Capital repayments in year

(76,711

)

80,077

Share issue

-

1,555

Equity dividends paid

-

(9,000,000

)

Net cash from financing activities

7,723,508

(14,495,414

)

Increase in cash and cash equivalents

29,430,605

8,920,449

Cash and cash equivalents at beginning of year

2

8,920,449

-

Cash and cash equivalents at end of year

2

38,351,054

8,920,449

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

23/9/14

Year Ended

to

31/12/16

31/12/15

$

$

Profit before taxation

33,132,347

20,943,099

Depreciation charges

992,827

1,162,643

Loss/(profit) on disposal of fixed assets

1,293,915

(311,570

)

Gain on revaluation of fixed assets

(4,762,678

)

-

Translation differences

(2,864,682

)

(1,330,683

)

Finance costs

36,434

137,240

Finance income

(1,111,040

)

(697,266

)

26,717,123

19,903,463

Increase in stocks

(655,638

)

(8,289,752

)

Increase in trade and other debtors

(1,493,228

)

(5,717,010

)

(Decrease)/increase in trade and other creditors

(505,851

)

9,352,063

Cash generated from operations

24,062,406

15,248,764

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Consolidated Statement of Cash Flows in respect of cash and cash

equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2016

31/12/16

1/1/16

$

$

Cash and cash equivalents

38,351,054

8,920,449

Period ended 31 December 2015

31/12/15

23/9/14

$

$

Cash and cash equivalents

8,920,449

-

1.	STATUTORY INFORMATION

Kelta 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 General Information

page.

The presentation currency of the financial statements is the US Dollar ($).

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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

This is the first year in which the financial statements have been prepared under FRS 102. Refer to

the notes to the financial statements for an explanation of the transition.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the company and

entities controlled by the company (its subsidiaries an joint ventures) made up to 31 December each

period. Control is achieved where the company has the power to govern the financial and operating

policies of an entity so as to obtain benefits from its activities.

Subsidiaries

Subsidiaries are fully consolidated from the date on which control is transferred to the group and

de-consolidated from the date that control ceases.

Inter-company transactions, balances and unrealised gains on transactions between group companies

are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been

changed where necessary to ensure consistency with the policies adopted by the group.

The consolidated financial statements incorporate the assets, liabilities and results of the following

entities in accordance with the accounting policy described above:

Name of entity

Registered office

Country of incorporation

Class ofshares held

Equity holding %

Tii Technologies Limited

As Kelta Limited

UK

Ordinary

100

Eurocraft Technologies Limited

Cinderbank, Dudley DY2 9AE

UK

Ordinary

100

Kelta Hong Kong Ltd

Rooms 2702-3, 27th Floor, Harbour View Centre, 56 Gloucester Road, Wan Chai, Hong Kong

Hong Kong

Ordinary

100

Ping Xiang Tii Technologies Company Limited

As Kelta Hong Kong Ltd

China

Ordinary

100

Dongguan Kelta Electro Mechanical Products Co Ltd

As Kelta Hong Kong Ltd

China

Ordinary

100

Tii Porta Tech SA de CV

Mexico

Ordinary

100

Tii Tecnologia Ltda

Brazil

Ordinary

100