Company registration number 08886350 (England and Wales)
ETERNIS UK LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
PAGES FOR FILING WITH REGISTRAR
ETERNIS UK LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
3 - 11
ETERNIS UK LIMITED
BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
6
196
806
Investments
7
39,017,769
39,017,769
39,017,965
39,018,575
Current assets
Debtors
10
739,537
1,018,562
Cash at bank and in hand
251,404
1,630,712
990,941
2,649,274
Creditors: amounts falling due within one year
11
(1,605,174)
(1,650,221)
Net current (liabilities)/assets
(614,233)
999,053
Total assets less current liabilities
38,403,732
40,017,628
Creditors: amounts falling due after more than one year
12
(3,000,000)
(4,500,000)
Net assets
35,403,732
35,517,628
Capital and reserves
Called up share capital
13
614,339
614,339
Share premium account
33,420,661
33,420,661
Hedging reserve
235,466
360,417
Profit and loss reserves
1,133,266
1,122,211
Total equity
35,403,732
35,517,628
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 10 August 2024 and are signed on its behalf by:
Mr W F R Gittins
Director
Company registration number 08886350 (England and Wales)
ETERNIS UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
Share capital
Share premium account
Hedging reserve
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 April 2022
614,339
33,420,661
192,190
985,054
35,212,244
Year ended 31 March 2023:
Profit
-
-
-
137,157
137,157
Other comprehensive income:
Cash flow hedges gains
-
-
168,227
-
168,227
Total comprehensive income
-
-
168,227
137,157
305,384
Balance at 31 March 2023
614,339
33,420,661
360,417
1,122,211
35,517,628
Year ended 31 March 2024:
Profit
-
-
-
11,055
11,055
Other comprehensive income:
Cash flow hedges gains
-
-
(124,951)
-
(124,951)
Total comprehensive income
-
-
(124,951)
11,055
(113,896)
Balance at 31 March 2024
614,339
33,420,661
235,466
1,133,266
35,403,732
ETERNIS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -
1
Accounting policies
Company information
Eternis UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Grenville Court, Britwell Road, Burnham, Buckinghamshire, SL1 8DF.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future as the company is fully supported by its parent company, Eternis Fine Chemicals Limited.
1.3
Turnover
Turnover represents commissions receivable for the sales and marketing services of the parent company's products in the UK and overseas, net of VAT and trade discounts.
Revenue from contracts for the provision of professional services is recognised by reference to the Intra-Group Agency agreements and the terms and conditions laid out within that agreement.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Computer equipment
Over 3 years straight line and 5% salvage value
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.5
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
ETERNIS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 4 -
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
ETERNIS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 5 -
Trade debtors, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.
Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. The impairment loss is recognised in profit or loss.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
Derivatives
The company uses interest rate swaps to hedge it's interest rate risks.
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.
ETERNIS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 6 -
1.11
Hedge accounting
The company designates certain hedging instruments, including derivatives, embedded derivatives and non-derivatives, as either fair value hedges or cash flow hedges. At the inception of the hedge relationship, the company documents the relationship between the hedging instrument and the hedged item along with risk management objectives and strategy for undertaking various hedge transactions. At the inception of the hedge and on an ongoing basis, the company documents whether the hedging instrument is highly effective in offsetting changes in fair values or cash flows of the hedged item.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
For derivatives that are designated and qualify as cash flow hedges, the effective portion of changes in the fair value of the hedge is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss.
Any gain or loss previously recognised in other comprehensive income is reclassified to profit or loss when the hedge relationship ends. This occurs when the hedging instrument expires or no longer meets the hedging criteria, the forecast transaction is no longer highly probable, the hedged debt instrument is derecognised, or the hedging instrument is terminated.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
ETERNIS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 7 -
1.13
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
1.16
The Company is a wholly owned subsidiary of Eternis Fine Chemicals Limited. It is included in the consolidated financial statements of Eternis Fine Chemicals Limited, which are publicly available. Therefore, the Company is exempt by virtue of section 401 of the Companies Act 2006 from the requirement to prepare consolidated financial statements. The address of the ultimate parent’s registered office is 1004 Peninsula Tower, Peninsula Corporate Park, G.K. Marg, Lower Parel, Mumbai 400 013, India.
2
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.
Fair value movements on financial instruments
The fair value of financial instruments is the price that would be received to sell the asset in an orderly transaction between market participants at the balance sheet date. This value has been derived by the bank using valuation techniques including the discounted cash flow model. Judgements include consideration of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments in the accounts.
ETERNIS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 8 -
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
2
2
4
Directors' remuneration
2024
2023
£
£
Remuneration paid to directors
191,835
241,132
5
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
5,956
18,040
Adjustments in respect of prior periods
776
15,000
Total current tax
6,732
33,040
6
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 April 2023 and 31 March 2024
1,928
Depreciation and impairment
At 1 April 2023
1,122
Depreciation charged in the year
610
At 31 March 2024
1,732
Carrying amount
At 31 March 2024
196
At 31 March 2023
806
ETERNIS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 9 -
7
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
39,017,769
39,017,769
The company has not designated any financial assets that are not classified as financial assets at fair value through profit or loss.
8
Subsidiaries
Details of the company's subsidiaries at 31 March 2024 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Eternis Fine Chemicals UK Limited
Macclesfield Rd, Leek, Staffordshire, ST13 8LD
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
9
Financial instruments
2024
2023
£
£
Carrying amount of financial assets
Instruments measured at fair value through profit or loss
235,466
360,417
Hedging arrangements
The company's derivatives consist solely of an interest rate swap agreement entered into with Citibank to manage exposure to interest rate risk. Under the swap agreement the company will be paying a fixed rate of interest of 3.12% per annum instead of the floating rate based on SONIA rates as detailed in the loan agreement.
The financial instrument detailed above is measured at fair value at each balance sheet date. At 31 March 2024 the fair value of the interest rate swap was £235,466 (2023: £360,417). The fair value is the price that would be received to sell the asset in an orderly transaction between market participants at the balance sheet date. This value has been derived by the bank using valuation techniques including the discounted cash flow model. The inputs for these models include considerations of inputs such as liquidity risk, credit risk and volatility.
ETERNIS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 10 -
10
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
66
Corporation tax recoverable
14,960
Amounts owed by group undertakings
503,322
542,115
Other debtors
749
101,004
504,071
658,145
2024
2023
Amounts falling due after more than one year:
£
£
Other debtors
235,466
360,417
Total debtors
739,537
1,018,562
11
Creditors: amounts falling due within one year
2024
2023
£
£
Bank loans
1,500,000
1,500,000
Trade creditors
16,612
98
Corporation tax
6,056
Other creditors
82,506
150,123
1,605,174
1,650,221
12
Creditors: amounts falling due after more than one year
2024
2023
£
£
Bank loans and overdrafts
3,000,000
4,500,000
Included in creditors due more than 1 year is in relation to the £4.5m (2023: £6m) loaned from Citibank to fund the investment in Eternis Fine Chemicals UK Limited. The loan is secured on the shares in Eternis Fine Chemicals UK Limited. Repayments are due in installments of 6.25% per quarter from April 2023 and the loan will be repaid in full by 31 January 2027.
13
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
614,339
614,339
614,339
614,339
ETERNIS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
13
Called up share capital
(Continued)
- 11 -
14
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Mr Brandis Savizon FCCA
ICAEW Registered Auditors:
Eacotts International Limited
Date of audit report:
14 August 2024
15
Related party transactions
The immediate parent of the company is Eternis Fine Chemicals Limited. As a wholly owned subsidiary of Eternis Fine Chemicals Limited, the company is exempt from requirements of FRS 102 Section 33 to disclose transactions with other members of the group headed by Eternis Fine Chemicals Limited.
16
Parent company
The parent company is Eternis Fine Chemicals Ltd, a company based in India.
There is no ultimate controlling party.
Eternis Fine Chemicals Limited is the parent of the largest and smallest group to consolidate the financial statements of Eternis UK Limited.
Copies of the financial statements for the group are available on request at Eternis Fine Chemicals Ltd 1004 Peninsula Tower, Peninsula Corporate Park, G.K. Marg, Lower Parel, Mumbai 400 013, India.
2024-03-312023-04-01false14 August 2024CCH SoftwareCCH Accounts Production 2024.100No description of principal activityThis audit opinion is unqualifiedMr R K MariwalaMr D A WhitakerMr W F R Gittinsfalsefalse088863502023-04-012024-03-31088863502024-03-31088863502023-03-3108886350core:OtherPropertyPlantEquipment2024-03-3108886350core:OtherPropertyPlantEquipment2023-03-3108886350core:CurrentFinancialInstrumentscore:WithinOneYear2024-03-3108886350core:CurrentFinancialInstrumentscore:WithinOneYear2023-03-3108886350core:Non-currentFinancialInstrumentscore:AfterOneYear2024-03-3108886350core:Non-currentFinancialInstrumentscore:AfterOneYear2023-03-3108886350core:CurrentFinancialInstruments2024-03-3108886350core:CurrentFinancialInstruments2023-03-3108886350core:ShareCapital2024-03-3108886350core:ShareCapital2023-03-3108886350core:SharePremium2024-03-3108886350core:SharePremium2023-03-3108886350core:HedgingReserve2024-03-3108886350core:HedgingReserve2023-03-3108886350core:RetainedEarningsAccumulatedLosses2024-03-3108886350core:RetainedEarningsAccumulatedLosses2023-03-3108886350core:ShareCapital2022-03-3108886350core:SharePremium2022-03-3108886350core:HedgingReserve2022-03-3108886350core:RetainedEarningsAccumulatedLosses2022-03-3108886350bus:Director32023-04-012024-03-3108886350core:RetainedEarningsAccumulatedLosses2022-04-012023-03-31088863502022-04-012023-03-3108886350core:RetainedEarningsAccumulatedLosses2023-04-012024-03-3108886350core:HedgingReserve2022-04-012023-03-3108886350core:HedgingReserve2023-04-012024-03-3108886350core:ComputerEquipment2023-04-012024-03-3108886350core:UKTax2023-04-012024-03-3108886350core:UKTax2022-04-012023-03-3108886350core:OtherPropertyPlantEquipment2023-03-3108886350core:OtherPropertyPlantEquipment2023-04-012024-03-3108886350core:WithinOneYear2024-03-3108886350core:WithinOneYear2023-03-3108886350core:AfterOneYear2024-03-3108886350core:AfterOneYear2023-03-3108886350core:Non-currentFinancialInstruments2024-03-3108886350core:Non-currentFinancialInstruments2023-03-3108886350bus:PrivateLimitedCompanyLtd2023-04-012024-03-3108886350bus:SmallCompaniesRegimeForAccounts2023-04-012024-03-3108886350bus:FRS1022023-04-012024-03-3108886350bus:Audited2023-04-012024-03-3108886350bus:Director12023-04-012024-03-3108886350bus:Director22023-04-012024-03-3108886350bus:FullAccounts2023-04-012024-03-31xbrli:purexbrli:sharesiso4217:GBP