Company Registration No. 08330148 (England and Wales)
AXALTA COATING SYSTEMS UK HOLDING LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
AXALTA COATING SYSTEMS UK HOLDING LIMITED
COMPANY INFORMATION
Directors
J I Blenkinsopp
F Dolan
Company number
08330148
Registered office
Unit 1 Quadrant Park
Mundells
Welwyn Garden City
Hertfordshire
United Kingdom
AL7 1FS
Auditor
Johnston Carmichael LLP
Bishop's Court
29 Albyn Place
Aberdeen
AB10 1YL
AXALTA COATING SYSTEMS UK HOLDING LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 22
AXALTA COATING SYSTEMS UK HOLDING LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present their strategic report and the audited financial statements of the company for the year ended 31 December 2023.

Principal activities

Investment holding company with no active or operational management, established to receive dividends and pay and receive interest expense only.

Review of the business and future developments

The company’s key financial performance indicators for the year were:

 

2023

$’000

2022

$’000

Change

%

Operating profit/(loss)

901

(1,168)

177.1%

Interest payable

121,403

116,901

4.7%

Dividend received

335,044

67,131

399.1%

Profit/(Loss) before taxation

247,129

(19,159)

1,389.9%

Total shareholders’ funds

4,216,765

1,220,202

245.6%

 

The entity finances a number of inter-company investments in consolidated subsidiaries by a series of inter-company loans, receiving dividends and paying interest as applicable to its lenders.

Supplier payment policy

The company recognises the importance of the development of mutually beneficial relationships with its suppliers. It is the company’s policy to settle all debts with suppliers on a timely basis, taking account of the credit period given by each supplier.

Financial risk management

In the ordinary course of business, the company is exposed to a variety of financial risks that include foreign exchange risk, credit risk, liquidity risk and interest rate risk. The policies and procedures in relation to the monitoring of these risks are undertaken in conjunction with the ultimate parent undertaking, Axalta Coating Systems Limited incorporated in Bermuda, which includes entering into contractual arrangements in order to limit the adverse effects on the company’s financial performance. Financial risk management is not considered material for an assessment of the company's assets, liabilities, financial position and loss at 31 December 2023.

 

Business risk and key performance indicators

The company is significantly supported on a global basis across geographical regions rather than via an individual legal entity, the directors consider that a discussion of the main business risks and analysis using key performance indicators is not necessary or appropriate for an understanding of the development, performance or position of the business.

 

AXALTA COATING SYSTEMS UK HOLDING LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Principal risks and uncertainties

The group operates within the sale of surface coatings to the OEM, plastic and refinish markets. Quality and reliability of product and brand reputation is critical within this sector and the group has in place a robust process to mitigate this risk by ensuring high quality standards are maintained.

The company’s management recognises that there are several risk factors beyond their control, which could have an impact on the annual results. These include, but are not limited to, global economic conditions, exchange rates, volume and timing of customer orders, increasing competition in a global marketplace, retaining existing customers and changes in the cost and availability of raw materials.

In relation to foreign exchange management, the parent company makes use of financial derivatives as appropriate and these transactions are not passed down to the subsidiary companies.

The retention of the group’s customer base is a risk which is mitigated by offering a comprehensive and thoroughly tested approach in this market from initial order to after-market services.

Cash pooling arrangement

Axalta EMEA has organised a cash pooling arrangement which the company is party to, this is a banking mechanism whereby the balances in our local legal entity accounts with Bank of America sweep into the cash pooling header account within the legal entity on a daily basis. EUR and USD funds are then lent to or borrowed from the main Cash Pool header entity in Luxembourg based upon the funding needs of the local legal entity for the day. All legal entity pool balances are borrowed from or lent to the Cash Pool header entity at a studied interest rate which is computed using an arms-length OECD review protocol supported by transfer pricing documentation, accrued interest is settled between the legal entities monthly. At 31 December 2023 the cash position borrowed from Axalta Coating Systems Finance 2 S.a r.l. amounts to $nil (2022: $85,891k) and from Axalta Coating Systems Finance 3 S.a.r.l. amounts to the equivalent of $21,425k (2022: $nil).

Section 172(1) statement

The directors are aware of their duty under s.172 of the Companies Act 2006 to act in the way which they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole and, in doing so, to have regard (amongst other matters) to:

The directors work to promote the success of the company, by considering the impact that their decisions may have on the company, along with the company’s stakeholders. The issues and factors which have guided the directors’ decisions are outlined in the ‘review of business’ and the ‘principal risks and uncertainties’ sections within this report.

Reputation is of key importance to the company and the directors who always consider reputational impact in taking decisions and encourages high standards of business conduct.

The company's key stakeholders include, but are not limited to:

The directors of the company promote good governance, which is key to drive the success of the company. The directors also aim to achieve the overall strategic objectives of the Axalta group, as well as continuing good relationships with all key stakeholders who are critical to the long-term success of the company.

AXALTA COATING SYSTEMS UK HOLDING LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Fostering business relationships

The company aims to be to the first choice for customers’ needs, enabling them to enjoy the full value of their relationship with the business. The company builds long term customer relationships by providing unrivalled levels of service and an offering which is unmatched in its flexibility.

These relationships contribute to the company’s competitive advantage. They not only enable us to execute our strategy efficiently, but also help suppliers plan their business, managing cash flow and production. The company also engages actively with suppliers to make sure they fully comply with our code of conduct for suppliers and partners, which includes provisions on human rights and environmental standards.

Impact on community and environment

The company values the communities in which its subsidiaries operate, and its aim is for its business activities to have a positive impact on them.

The company will continue to promote green technology and initiatives to protect our environment, as well as being a contributor to the economies it operates in. We continue to seek to reduce the environmental impact of our business. The business is committed to delivering a corporate social responsibility strategy that sets the overall aim to be environmentally responsible, a good neighbour and a great place to work.

Maintaining high standards of business conduct

The directors are committed to operating the company in a responsible manner, operating with high standards of business conduct and good governance.

Approved and signed on behalf of the board

J I Blenkinsopp
Director
14 August 2024
AXALTA COATING SYSTEMS UK HOLDING LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -

The directors present their annual report and the audited financial statements of the company for the year ended 31 December 2023.

 

Review of the business and future developments

Please refer to strategic report on pages 1-3 for further disclosure on the business and future developments, financial risk management, engagement with employees, suppliers, customers and others.

Results and dividends

The results for the year are set out on page 10.

Ordinary dividends were paid amounting to $264,896,626 (2022: $nil). The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

J I Blenkinsopp
F Dolan
Qualifying third party indemnity provisions

As permitted by the Articles of Association, the directors have the benefit of an indemnity which is a qualifying third-party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force. The company also purchased and maintained throughout the financial year directors’ and officers’ liability insurance in respect of itself and its directors.

Auditor

The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Going concern

The directors have considered the expected future cash flows for the business, taking into account potential risks. They expect to continue to have access to sufficient funding through the group’s cash pooling arrangements as discussed in the strategic report As a result the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for a period of at least 12 months from the date of approval of the financial statements.

Streamlined energy and carbon reporting (SECR)

We confirm that the company's energy consumption was less than 40,000 kWh in the year. As such, we have chosen not to disclose the company's energy and carbon information in the annual report.

Statement of disclosure to auditor

In the case of each director in office at the date the directors’ report is approved, the following applies:

 

AXALTA COATING SYSTEMS UK HOLDING LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
On behalf of the board
J I Blenkinsopp
Director
14 August 2024
AXALTA COATING SYSTEMS UK HOLDING LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, 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 the financial statements, the directors are required to:

The directors 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.

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.

AXALTA COATING SYSTEMS UK HOLDING LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF AXALTA COATING SYSTEMS UK HOLDING LIMITED
- 7 -
Opinion

We have audited the financial statements of Axalta Coating Systems UK Holding Limited (‘the company’) for the year ended 31 December 2023, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, and notes to the financial statements, including 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:

 

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 Auditor 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

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

 

AXALTA COATING SYSTEMS UK HOLDING LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF AXALTA COATING SYSTEMS UK HOLDING LIMITED
- 8 -
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 Directors’ Report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of directors

As explained more fully in the Directors’ Responsibilities Statement set out on page 6. 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 is 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.

Auditor 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 an auditor’s report 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: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

 

Extent the audit was considered capable of detecting irregularities, including fraud

 

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

 

We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

 

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

 

We obtained an understanding of the legal and regulatory frameworks that are applicable to company and the sector in which it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

 

AXALTA COATING SYSTEMS UK HOLDING LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF AXALTA COATING SYSTEMS UK HOLDING LIMITED
- 9 -

Extent the audit was considered capable of detecting irregularities, including fraud (continued)

 

We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of relevant correspondence with regulatory bodies.

 

We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:

 

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

 

 

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

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 an auditor’s report 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.

Ryan Crilley (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
15 August 2024
Chartered Accountants
Statutory Auditor
Bishop's Court
29 Albyn Place
Aberdeen
AB10 1YL
AXALTA COATING SYSTEMS UK HOLDING LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
2023
2022
Notes
$'000
$'000
Administrative expenses
901
(1,168)
Operating profit/(loss)
3
901
(1,168)
Interest receivable and similar income
6
367,631
98,910
Interest payable and similar expenses
7
(121,403)
(116,901)
Profit/(loss) before taxation
247,129
(19,159)
Tax on profit/(loss)
8
305
-
0
Profit/(loss) for the financial year
247,434
(19,159)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

AXALTA COATING SYSTEMS UK HOLDING LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 11 -
2023
2022
as restated
Notes
$'000
$'000
$'000
$'000
Fixed assets
Investments
10
6,220,399
3,206,373
Current assets
Debtors falling due after more than one year
12
2,968
744,865
Debtors falling due within one year
12
46,562
21,703
Cash at bank and in hand
882
411
50,412
766,979
Creditors: amounts falling due within one year
13
(24,535)
(89,129)
Net current assets
25,877
677,850
Total assets less current liabilities
6,246,276
3,884,223
Creditors: amounts falling due after more than one year
14
(2,029,511)
(2,664,021)
Net assets
4,216,765
1,220,202
Capital and reserves
Called up share capital
15
-
0
-
0
Share premium account
4,092,668
1,078,642
Foreign currency reserve
425
425
Profit and loss reserves
123,672
141,135
Total equity
4,216,765
1,220,202
The financial statements were approved by the board of directors and authorised for issue on 14 August 2024 and are signed on its behalf by:
J I Blenkinsopp
Director
Company Registration No. 08330148
AXALTA COATING SYSTEMS UK HOLDING LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share premium account
Other reserves
Profit and loss reserves
Total
Notes
$'000
$'000
$'000
$'000
Balance at 1 January 2022
1,005,271
425
160,294
1,165,990
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
(19,159)
(19,159)
Issue of share capital
15
73,371
-
-
73,371
Balance at 31 December 2022
1,078,642
425
141,135
1,220,202
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
247,434
247,434
Issue of share capital
15
3,014,026
-
-
3,014,026
Dividends
9
-
-
(264,897)
(264,897)
Balance at 31 December 2023
4,092,668
425
123,672
4,216,765
AXALTA COATING SYSTEMS UK HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
1
Accounting policies
Company information

Axalta Coating Systems UK Holding Limited is a private company limited by shares incorporated in England and Wales. The addresses of its registered office and principal place of business are disclosed in the listing of directors and advisers. The company’s principal activity is disclosed in the strategic report on page 1.

1.1
Accounting convention

The 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 Companies Act 2006. The financial statements have been prepared on the historical cost basis as specified in the accounting policies. The accounting policies, which have been applied consistently throughout the period, are set out below.

The financial statements are presented in US Dollars ($), which is also the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $'000. The company has adopted the following disclosure exemptions, by virtue of being a qualifying entity in accordance with FRS 102:

Details of the parent undertaking of the group in which the company is consolidated are provided in note 17. The financial statements contain information about Axalta Coating Systems UK Holding Limited and do not contain consolidated financial information as the parent of the group. The company is exempt under section 401 of the Companies Act 2006 from the requirement to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of Axalta Coating Systems Limited.

1.2
Going concern

The directors have considered the expected future cash flows for the business, taking into account potential risks. They expect to continue to have access to sufficient funding through the group’s cash pooling arrangements as discussed in the strategic report. As a result the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for a period of at least 12 months from the date of approval of the financial statements.true

1.3
Fixed asset investments

Investments in subsidiary and associated undertakings are accounted for at cost less provision for impairment. Any impairment in value is written off immediately to profit and loss.

1.4
Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts, when applicable, are shown within borrowings in current liabilities.

1.5
Financial instruments

The company is applying sections 11 and 12 of FRS 102. Basic financial assets and liabilities, which include loans receivable and payable from group undertakings, are initially recorded at the present value of future payments discounted at a market rate of interest. Subsequently they are measured at amortised cost using the effective interest method, less any impairment.

AXALTA COATING SYSTEMS UK HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.

Called-up share capital - represents the nominal value of shares that have been issued.

Profit and loss reserves - includes all current and prior period retained profits and losses.

1.7
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

Current tax is recognised for the amount of corporation tax payable in respect of the taxable profit for the current or past reporting periods using the tax rates and laws that have been enacted or substantively enacted by the reporting date.

Deferred tax

Deferred tax is recognised in respect of all timing differences at the reporting date, except as otherwise indicated. Deferred tax assets are only 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.

Deferred tax is calculated on an undiscounted basis using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Current or deferred tax for the year is recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively.

1.8
Foreign exchange

Transactions denominated in foreign currencies occurring during the course of the year are translated into US Dollars using the rates of exchange prevailing at the dates of those transactions.

Monetary assets and liabilities denominated in foreign currencies are translated into US Dollars at the rates of exchange ruling at the balance sheet date. All profits or losses arising on retranslation are taken to the profit and loss account in the year in which they arise.

1.9

Related party transactions

The group discloses transactions with related parties which are not wholly owned within the same group. Where appropriate, transactions of a similar nature are aggregated unless, in the opinion of the directors, separate disclosure is necessary to understand the effect of the transactions on the group financial statements.

2
Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities at the balance sheet date and the amounts reported for income and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.

Judgements
Carrying value of investments

Judgements have been made in respect of the amounts of future operating cash flows to be generated by the subsidiary in order to assess whether there has been any impairment of the value of the investment included within the balance sheet.

AXALTA COATING SYSTEMS UK HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
3
Operating profit/(loss)
2023
2022
Operating profit/(loss) for the year is stated after charging/(crediting):
$'000
$'000
Exchange differences
(1,026)
689
4
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
$'000
$'000
For audit services
Audit of the financial statements of the company
14
11
For other services
Taxation compliance services
3
3
5
Directors' remuneration

The company does not have any operational staff employed in the business (2022: Nil).

The directors' emoluments are paid by Axalta Coating Systems UK Limited, which makes no recharge to the company (2022: $Nil). The directors are also directors of the other subsidiaries and it is not possible to make an accurate apportionment of their emoluments in respect of each subsidiary. Accordingly, the above figures include no (2022: $Nil) directors' emoluments which are included in the financial statements of the immediate parents' subsidiaries.

6
Interest receivable and similar income
2023
2022
$'000
$'000
Interest income
Interest receivable from group companies
32,300
31,540
Interest receivable from third parties
287
239
Total interest revenue
32,587
31,779
Income from fixed asset investments
Income from shares in group undertakings
335,044
67,131
Total income
367,631
98,910
7
Interest payable and similar expenses
2023
2022
$'000
$'000
OID interest and service charge
107,461
106,425
Interest payable to group undertakings
13,942
10,476
121,403
116,901
AXALTA COATING SYSTEMS UK HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
8
Taxation
2023
2022
$'000
$'000
Current tax
UK corporation tax on profits for the current period
(114)
-
0
Adjustments in respect of prior periods
(191)
-
0
Total current tax
(305)
-
0

The company has no current or deferred tax in the current or prior year.

 

The actual (credit)/charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
$'000
$'000
Profit/(loss) before taxation
247,129
(19,159)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
58,125
(3,640)
Tax effect of expenses that are not deductible in determining taxable profit
13,664
10,889
Tax effect of income not taxable in determining taxable profit
(78,804)
(12,755)
Group relief surrendered
6,710
5,506
Taxation credit for the year
(305)
-

 

9
Dividends
2023
2022
$'000
$'000
Interim paid
264,897
-
0
10
Fixed asset investments
2023
2022
$'000
$'000
Unlisted investments
6,220,399
3,206,373

During the year a new subsidiary, Axalta Coating Systems U.K. (3) Limited, was incorporated resulting in an increase in investments of $764,942k. Additions of $2,249,084k relate to group reorganisation of intercompany loans.

AXALTA COATING SYSTEMS UK HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Fixed asset investments
(Continued)
- 17 -
Movements in fixed asset investments
Investments
$'000
Cost or valuation
At 1 January 2023
3,206,373
Additions
3,014,026
At 31 December 2023
6,220,399
Carrying amount
At 31 December 2023
6,220,399
At 31 December 2022
3,206,373
11
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Axalta Coating Systems U.K (3) Limited
Unit 1 Quadrant Park, Mundells, Welwyn Garden City, Hertfordshire, United Kingdom, AL7 1FS
Holding company
Ordinary
100.00
-
Axalta Coating Systems UK Limited
Unit 1 Quadrant Park Mundells, Welwyn Garden City Herts, AL7 1FS, United Kingdom
Re-seller of liquid paint products and ancillary supplies
Ordinary
100.00
-
Axalta Powder Coating Systems UK Limited
Unit 1 Quadrant Park Mundells, Welwyn Garden City Herts, AL7 1FS, United Kingdom
Manufacturer and seller of powder paint products
Ordinary
-
100.00
Axalta Coating Systems USA Holdings, Inc.
2001 Market Street, Suite 3600, Philadelphia, PA 19103
Holding company
Ordinary
-
100.00
Dura Coat Products, Inc.
5361 Via Ricardo, Riverside, CA 92509
Manufacturer and seller of industrial coating products
Ordinary
-
100.00
Dura Coat Products of Alabama, Inc.
26655 People Road, Huntsville, AL 35756
Manufacturer and seller of industrial coating products
Ordinary
-
100.00
Axalta Coating Systems Finance 3 S.à r.l.
63,  Rue de Rollingergrund, L-2440, Luxembourg
Finance Company
Ordinary
100.00
-
Axalta Coating Systems Tewkesbury UK Limited
Units Dl- 04, Northway Trading Estate, Ashchurch, Tewkesbury, GL20 8JH, United Kingdom
Manufacturer and seller of industrial coating products
Ordinary
-
100.00
Independent Coatings Group Limited
Kelvin Way, West Bromwich, West Midlands, B70 7JZ, United Kingdom
Holding company
Ordinary
-
100.00
Axalta Coating Systems Huthwaite UK Limited
6 York Street, Aberdeen, ABII 5DD, United Kingdom
Manufacturer and seller of industrial coatings products
Ordinary
-
100.00
Kelvin Way Properties Limited
Protega Buildings, Kelvin Way, West Bromwich, West Midlands, B70 7JZ, United Kingdom
Dormant Company
Ordinary
-
100.00
Spencer Coatings Group Limited
6 York Street, Aberdeen, ABII  5DD, United Kingdom
Holding company
Ordinary
-
100.00
Axalta Coating Systems West Bromwich UK Limited
Kelvin Way, West Bromwich, West Midlands, B70 7JZ, United Kingdom
Manufacturer and seller of industrial coatings products
Ordinary
-
100.00
AXALTA COATING SYSTEMS UK HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
11
Subsidiaries
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
(Continued)
- 18 -
Plascoat Systems Limited
Farnham Trading Estate, Farnham, Surrey, GU99NY, United Kingdom
Manufacturer and seller of Thermoplastic Powder
Ordinary
100.00
-
Plascoat Holdings Limited
Farnham Trading Estate, Farnham, Surrey GU99NY, United Kingdom
Holding company
Ordinary
-
100.00
Plastic Coatings Holdings BY
Meeuwenoordlaan 19, 3214 VT, Zuidland, Netherlands
Holding company
Ordinary
-
100.00
Plascoat Europe B.V.
Meeuwenoordlaan19, 3214 VT, Zuidland, Netherlands
Manufacturer and seller of Thermoplastic Powder
Ordinary
-
100.00
Plascoat Inc
5005 Rockside Road, Independence, Cleveland, Ohio, USA
Holding company
Ordinary
-
100.00
Plascoat Corp
5005 Rockside Road, Independence, Cleveland, Ohio, USA
Re-seller of Thermoplastic Powder
Ordinary
-
100.00
Axalta Coating Systems South Africa (Pty) Ltd.
121 Gazelle Avenue, Corporate Park South, Randjespark, Midrand, 1685, South Africa
Re-seller of liquid paint products
Ordinary
100.00
-
Axalta Coating Systems Canada Company
408 Fairall Street, Ajax,  Ontario,  L1S 1R6, Canada
Manufactuer and distributor of industrial  coatings and light vehicle products
Ordinary
-
100.00
Axalta Coating Systems GmbH
Uferstr. 90, Basel,  4057, Switzerland
European Headquarters
Ordinary
-
100.00
Coatings Foreign IPCo. LLC
50 Applied Bank Blvd, Suite 300, Glen Mills,  PA 19342, USA
Dormant company
Ordinary
-
100.00
Axalta Coating Systems Scandinavia Holding AB
Södra Långebergsgatan 14, Askim,  436 32, Sweden
Holding company
Ordinary
-
100.00
Axalta Powder Coating Systems Nordic AB
Södra Varvsgatan 23, Vestervik,  593 31, Sweden
Manufacturer of powder products
Ordinary
-
100.00
Axalta Coating Systems Sweden AB
Södra Långebergsgatan 14, Askim,  436 32, Sweden
Reselling entity
Ordinary
-
100.00
Axalta Coating Systems Norway AS
Nils Hansens Vei 7, Oslo,  0667, Norway
Reselling entity
Ordinary
-
100.00
Axalta Coating Systems Finland - Branch Off. of Axalta Sweden AB
Oitintie 54, C/O Johnny T. G. Asp, SÄLINKÄÄ,  4740, Finland
Branch office
Ordinary
-
100.00
Axalta Coating Systems France Holding SAS
1 Allee de Chantereine, Mantes La Ville,  78711, France
Holding company
Ordinary
-
100.00
Axalta Coating Systems France SAS
1 Allee de Chantereine, Mantes La Ville,  78711, France
Manufacturer of thermosetting powder
Ordinary
-
100.00
Peinture Antico Diffusion SAS (PAD)
1 Allee de Chantereine, Mantes La Ville,  78711, France
Reselling entity
Ordinary
-
100.00
Systeme Peinture Service SAS
1 Allee de Chantereine, Mantes La Ville,  78711, France
Reselling entity
Ordinary
-
100.00
Societe Toulousaine de Peintures et Accessoires SAS
1 Allee de Chantereine, Mantes La Ville,  78711, France
Reselling entity
Ordinary
-
100.00
Axalta Financial Solutions, S.A.P.I. de C.V.,SOFOM, E.N.R
Industria Eléctrica 10, Industrial Barriento, Tlalnepantla de Bazs,  Estado de Mexico,  CP 54015
Finance company
Ordinary
-
100.00
Axalta Coating Systems Mexico, S. de R.L. de C.V.
Industria Eléctrica 10, Industrial Barriento, Tlalnepantla de Bazs,  Estado de Mexico,  CP 54015
Manufacturer and distributor of coatings products
Ordinary
-
100.00
Axalta Coating Systems Servicios Mexico, S. de R.L. de C.V.
Industria Eléctrica 10, Industrial Barriento, Tlalnepantla de Bazs,  Estado de Mexico,  CP 54015
Service company (i.e. employs employees of Axalta Mexico entities)
Ordinary
-
100.00
Axalta Recubrimientos  S.A. de C.V.
Av. Pico de Orizaba,  Col SIPEH Animas,  Xalapa Veracruz,  México,  C.P. 91190,
Reselling entity
Ordinary
-
50.00
AXALTA COATING SYSTEMS UK HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
11
Subsidiaries
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
(Continued)
- 19 -
Recubrimientos y Color  Max S. de R.L. de C.V.
Carretera Mexico Toluca KM. 45.5, Colonia Juarex, Ocoyoacac,  Estado de Mexico,  CP 52740
Reselling entity
Ordinary
-
100.00
U-Pol Holdings Limited
U-Pol Tech Centre,  Dennington Road, , Wellingborough, Northamptonshire, NN8 2QH,  United Kingdom
Holding company
Ordinary
100.00
-
U-Pol Finco Limited
U-Pol Tech Centre,  Dennington Road, , Wellingborough, Northamptonshire, NN8 2QH,  United Kingdom
Intermediate holding company
Ordinary
-
100.00
U-Pol Bidco Limited
U-Pol Tech Centre,  Dennington Road, , Wellingborough, Northamptonshire, NN8 2QH,  United Kingdom
Intermediate holding company
Ordinary
-
100.00
U-Pol Acquisition Limited
U-Pol Tech Centre,  Dennington Road, , Wellingborough, Northamptonshire, NN8 2QH,  United Kingdom
Intermediate holding company
Ordinary
-
100.00
U-Pol Bond Limited
U-Pol Tech Centre,  Dennington Road, , Wellingborough, Northamptonshire, NN8 2QH,  United Kingdom
Intermediate holding company
Ordinary
-
100.00
U-Pol Products Limited
U-Pol Tech Centre,  Dennington Road, , Wellingborough, Northamptonshire, NN8 2QH,  United Kingdom
Intermediate holding company
Ordinary
-
100.00
U-Pol Mezzanine Limited
U-Pol Tech Centre,  Dennington Road, , Wellingborough, Northamptonshire, NN8 2QH,  United Kingdom
Intermediate holding company
Ordinary
-
100.00
U-Pol Limited
U-Pol Tech Centre,  Dennington Road, , Wellingborough, Northamptonshire, NN8 2QH,  United Kingdom
Manufacturer and distributor of automotive refinish products
Ordinary
-
100.00
U-Pol LLC Russia
14 Nizhnyay Street, Moscow, 125040, Russia
Reselling entity
Ordinary
-
100.00
U-Pol US Corporation
711 Centerville Rd,  Suite 400, Delaware, 19804, USA
Reselling entity
Ordinary
-
100.00
U-Pol Coatings (Shanghai) Co Limited
Room 313-18,  38 Debao Road, China
Reselling entity
Ordinary
-
100.00
U-Pol Canada Limited
1212-1175 Douglas Street,  Victoria BC, V8W 2EI, Canada
Reselling entity
Ordinary
-
100.00
U-Pol Netherlands B.V.
Hoogoorddreef 15,  1101BA, Amsterdam, Netherlands
Reselling entity
Ordinary
100.00
100.00
12
Debtors
2023
2022
Amounts falling due within one year:
$'000
$'000
Corporation tax recoverable
7,689
2,827
Amounts owed by group undertakings
37,220
17,203
Other loans receivable
1,618
1,624
Prepayments and accrued income
35
49
46,562
21,703
AXALTA COATING SYSTEMS UK HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
12
Debtors
(Continued)
- 20 -
2023
2022
Amounts falling due after more than one year:
$'000
$'000
Amounts owed by group undertakings
1,923
742,359
Other loans receivable
1,045
2,506
2,968
744,865
Total debtors
49,530
766,568

Amounts owed by group undertakings within one year are denominated in USD, unsecured, repayable on demand and have no associated interest cost, in line with the prior year.

Amounts owed by group undertakings and due within more than one year are denominated in foreign currency, unsecured and incur interest at the market rate:

Intercompany

balances denominated in:

Amount ($000)

Due Date

ZAR

1,923

15 July 2027

 

13
Creditors: amounts falling due within one year
2023
2022
$'000
$'000
as restated
Trade creditors
179
244
Amounts owed to group undertakings
24,166
88,537
Accruals and deferred income
190
348
24,535
89,129

Amounts owed to group undertakings are all denominated in USD, unsecured, repayable on demand, with no associated interest cost.

 

The company reclassified $368,417k of interest accrued on intercompany loan in the prior year to falling due after more than one year in line with the terms of the related loan note.

AXALTA COATING SYSTEMS UK HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
14
Creditors: amounts falling due after more than one year
2023
2022
$'000
$'000
as restated
Preference share issue
-
0
740,260
Amounts owed to group undertakings
2,029,394
1,923,761
Other creditors
117
-
0
2,029,511
2,664,021

Amounts owed to group undertakings are denominated in USD, unsecured, have specified repayment dates due after one year and incur market rate interest costs.

The company reclassified $368,417k of interest accrued on intercompany loan in the prior year to falling due after more than one year in line with the terms of the related loan note.

15
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
$'000
$'000
Issued and fully paid
Ordinary shares of £1 each
8
8
-
-
Ordinary shares of $1 each
5
3
-
-
Ordinary shares € of €1 each
1
-
-
-
14
11
-
0
-
0
2023
2022
2023
2022
Preference share capital
Number
Number
$'000
$'000
Issued and fully paid
Preference share of €1 each
-
1
-
1

On 28 September 2022, the company issued 1 USD ordinary share of $1 in return for the release of loan payable to a fellow group company giving rise to a share premium of $73,371k.

 

On 1 December 2023, the company issued 2 USD ordinary shares of $1 in return for the release of loan payable to a fellow group company giving rise to a share premium of $3,014,026k.

 

On 22 December 2023, company's preference share was converted into 1 EUR ordinary share of €1.

16
Financial commitments, guarantees and contingent liabilities

The companies controlling party, Axalta Coating Systems Luxembourg Holding S.a.r.l., has provided a guarantee against assets of the company in relation to financing from Barclays Bank PLC.

AXALTA COATING SYSTEMS UK HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
17
Ultimate controlling party

The company is a wholly owned subsidiary of Axalta Coating Systems Luxembourg Holding S.a.r.l., registered at 63, rue de Rollingergrund, Luxembourg, L-2440, LU.

The ultimate parent undertaking and controlling party is Axalta Coating Systems Ltd incorporated in Bermuda, which was the parent undertaking of the largest and smallest group to consolidate these financial statements.

Copies of these group financial statements can be obtained from C/O Coden Services Limited, Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

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