REGISTERED NUMBER: 01587124 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 December 2018

for

BTU Europe Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Statement of Directors' Responsibilities

4

Report of the Independent Auditors

5

Statement of Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTORS:

P Franklin

P Tallian

SECRETARY:

P Tallian

REGISTERED OFFICE:

Unit 13

LDL Business Centre

Station Road West

Ash Vale

Surrey

GU12 5RT

REGISTERED NUMBER:

01587124 (England and Wales)

AUDITORS:

The Fish Partnership

Statutory Auditor

The Mill House

Boundary Road

Loudwater

High Wycombe

Bucks.

HP10 9QN

The directors present their strategic report for the year ended 31 December 2018.

The company is exempt from the requirement to prepare a Strategic Report under the Companies Act 2006

Section 414B on the basis that the company would be entitled to small companies exemption but for it being

a member of an ineligible group.

REVIEW OF BUSINESS

The directors are satisfied with the company's performance in difficult trading conditions.

ON BEHALF OF THE BOARD:

P Franklin - Director

12 March 2019

The directors present their report with the financial statements of the company for the year ended 31 December 2018.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the sale of continuous conveyor

furnaces for a wide range of industries and the supply of related spare parts and servicing.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2018.

The profit for the period amounted to £466,008.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2018 to the date of

this report.

P Franklin

P Tallian

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

Companies Act 2006) of which the company's auditors are unaware, and each director 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 company's auditors are aware of that information.

AUDITORS

The auditors, The Fish Partnership, will be proposed for re-appointment at the forthcoming Annual General

Meeting.

ON BEHALF OF THE BOARD:

P Franklin - Director

12 March 2019

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 United Kingdom Generally

Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 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 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.

Opinion

We have audited the financial statements of BTU Europe Limited (the 'company') for the year ended

31 December 2018 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of

Changes in Equity and Notes to the Financial Statements, 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 31 December 2018 and of its profit 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 UK, including the FRC'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

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to

report to you where:

-	the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information in

the Strategic Report, the Report of the Directors and the Statement of Directors' Responsibilities, but does

not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such

material inconsistencies or apparent material misstatements, we are required to determine whether there is a

material misstatement in the financial statements or a material misstatement of the other information. 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 Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have 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 Strategic Report or the Report of the

Directors.

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, 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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.

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 a Report of the Auditors 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.

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

Report of the Auditors.

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 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.

Martin Sheehy (Senior Statutory Auditor)

for and on behalf of The Fish Partnership

Statutory Auditor

The Mill House

Boundary Road

Loudwater

High Wycombe

Bucks.

HP10 9QN

14 March 2019

TURNOVER

3

2,976,543

3,174,395

Cost of sales

695,446

873,631

GROSS PROFIT

2,281,097

2,300,764

Administrative expenses

1,744,131

1,586,621

OPERATING PROFIT

6

536,966

714,143

Interest receivable and similar income

7

28,848

-

565,814

714,143

Interest payable and similar expenses

8

-

16,206

PROFIT BEFORE TAXATION

565,814

697,937

Tax on profit

9

99,806

133,509

PROFIT FOR THE FINANCIAL YEAR

466,008

564,428

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

466,008

564,428

CURRENT ASSETS

Stocks

12

95,975

109,635

Debtors

13

1,188,777

490,429

Cash at bank and in hand

440,586

352,457

1,725,338

952,521

CREDITORS

Amounts falling due within one year

14

847,526

540,717

NET CURRENT ASSETS

877,812

411,804

TOTAL ASSETS LESS CURRENT LIABILITIES

877,812

411,804

CAPITAL AND RESERVES

Called up share capital

16

100

100

Other reserves

17

49,882

49,882

Retained earnings

17

827,830

361,822

SHAREHOLDERS' FUNDS

877,812

411,804

The financial statements were approved by the Board of Directors on 12 March 2019 and were signed on its behalf by:

P Franklin - Director

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

£

£

£

Balance at 1 January 2017

100

(202,606

)

49,882

(152,624

)

Changes in equity

Total comprehensive income

-

564,428

-

564,428

Balance at 31 December 2017

100

361,822

49,882

411,804

Changes in equity

Total comprehensive income

-

466,008

-

466,008

Balance at 31 December 2018

100

827,830

49,882

877,812

1.	STATEMENT OF COMPLIANCE

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.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial

statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and

Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of Section 33 Related Party Disclosures paragraph 33.7.

Related party exemption

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.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding

discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

25% on cost

Fixtures and fittings

-

25% on cost

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for

obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of

Comprehensive Income, 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 year 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.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the

company's pension scheme are charged to profit or loss in the period to which they relate.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2018

2017

£

£

United Kingdom

546,897

1,020,554

Europe

1,305,275

1,208,054

Rest of World

1,124,371

945,787

2,976,543

3,174,395

4.	EMPLOYEES AND DIRECTORS

2018

2017

£

£

Wages and salaries

385,641

338,669

Social security costs

95,472

68,026

Other pension costs

36,513

8,329

517,626

415,024

The average number of employees during the year was as follows:

2018

2017

Number of administrative staff

2

2

Number of sales staff

6

6

8

8

5.	DIRECTORS' EMOLUMENTS

2018

2017

£

£

Directors' remuneration

122,184

116,439

Directors' pension contributions to money purchase schemes

3,602

3,317

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

1

1

6.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2018

2017

£

£

Other operating leases

49,267

47,313

Auditors' remuneration

10,000

11,000

Taxation compliance services

1,475

1,000

Other non- audit services

4,124

1,019

Foreign exchange differences

(23,369

)

(21,981

)

7.

INTEREST RECEIVABLE AND SIMILAR INCOME

2018

2017

£

£

Interest received from parent

28,848

-

8.

INTEREST PAYABLE AND SIMILAR EXPENSES

2018

2017

£

£

Interest payable to parent

-

16,206

9.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2018

2017

£

£

Current tax:

UK corporation tax

136,070

133,509

Prior year adjustment

(36,264

)

-

Tax on profit

99,806

133,509

10.	PENSION COSTS

The Company operates a defined contribution pension scheme in respect of the company employees.

The scheme and its assets are held by independent managers. The pension charge represents

contributions due from the company and amounted to £36,513 (2017: £8,329).

11.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

machinery

fittings

Totals

£

£

£

COST

At 1 January 2018

and 31 December 2018

6,101

19,926

26,027

DEPRECIATION

At 1 January 2018

and 31 December 2018

6,101

19,926

26,027

NET BOOK VALUE

At 31 December 2018

-

-

-

At 31 December 2017

-

-

-

12.

STOCKS

2018

2017

£

£

Stocks

95,975

109,635

13.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2018

2017

£

£

Trade debtors

452,682

251,010

Amounts owed by group undertakings

675,531

189,372

Other debtors

18,534

6,645

VAT

17,228

18,540

Prepayments and accrued income

24,802

24,862

1,188,777

490,429

14.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2018

2017

£

£

Trade creditors

90,697

38,748

Tax

29,320

133,509

PAYE and NI

18,580

13,775

Other creditors

433,206

8,652

Accruals and deferred income

275,723

346,033

847,526

540,717

15.	LEASING AGREEMENTS

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

2018

2017

£

£

Within one year

39,145

29,618

Between one and five years

15,375

21,367

54,520

50,985

The lease on Unit 13 at the LDL Business Centre, Ash Vale, Aldershot is for 5 years from 2015. The

lease is guaranteed by BTU International Inc.

16.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2018

2017

value:

£

£

100

Ordinary

£1

100

100

17.

RESERVES

Retained

Other

earnings

reserves

Totals

£

£

£

At 1 January 2018

361,822

49,882

411,704

Profit for the year

466,008

466,008

At 31 December 2018

827,830

49,882

877,712

Other reserves of £49,882 (2017: £49,882) represent a capital contribution from the parent company

deemed not distributable currently.

18.	ULTIMATE CONTROLLING PARTY

The company was controlled throughout the current and previous year by its immediate parent

company, BTU Overseas Limited, a company incorporated in the state of Delaware, USA. The

ultimate parent company is Amtech Systems Inc., a company incorporated in the state of Arizona,

USA. Copies of group accounts incorporating the results of the company are available from Amtech

Systems Inc, 131 South Clark Drive, Tempe, Arizona, 8528.