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Registered number: 02395270












OXERRA PIGMENTS UK LIMITED
ANNUAL REPORT
AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
 31 DECEMBER 2023





















 


img6810.png
01483 755 399
hamlyns.com

 
OXERRA PIGMENTS UK LIMITED
 

COMPANY INFORMATION


Directors
Timothy Michael John Southgate (appointed 31 March 2023)
Kwan Yau Yu (appointed 31 March 2023)
Kwan Ping David Yu (appointed 31 March 2023)
Bertrand Maurice Andre Defoort (resigned 31 March 2023)
Kurt David Ogden (resigned 31 March 2023)
John Jeffrey Pehrson (resigned 31 March 2023)
Richard Justin James Phillipson (resigned 31 March 2023)




Registered number
02395270



Registered office
Oxerra UK Limited
Liverpool Road East

Kidsgrove

Stoke-On-Trent

Staffordshire

ST7 3AA




Independent auditors
Hamlyns Limited
Chartered Accountants & Statutory Auditors

Sundial House

High Street

Horsell

Woking

Surrey

GU21 4SU






 
OXERRA PIGMENTS UK LIMITED
 

CONTENTS



Page
Strategic report
 
 
1
Directors' report
 
 
2 - 3
Independent auditors' report
 
 
4 - 7
Statement of comprehensive income
 
 
8
Balance sheet
 
 
9
Statement of changes in equity
 
 
10 - 11
Notes to the financial statements
 
 
12 - 27


 
OXERRA PIGMENTS UK LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their strategic report for the year ended 31st December 2023.

Business review
 
The company made a loss after taxation of £757k (2022: £3,598k loss). Turnover has decreased by 59% to £17,186k due to transferring the dryers business to Venator Materials in March 2023. Net assets at 31 December 2023 were £9,682k (2022: £15,686k), the decrease being as a result of Capital movements before the sale of business and the loss for the year. Trade Debtors have decreased by £3,692k to £90k as a result of intercompany trade balances. Total internal and external trade creditors have decreased by £918k to £970k. Again due to the transfer of the dryers business.

Principal risks and uncertainties
 
The company's principal financial assets are accounts receivable balances from from fellow group undertakings. The company holds the majority of its receivable balances with trade debtors and, as at the reporting date, there are no cash and cash equivalent balances held with financial institutions. As a result, the directors consider that credit risk is limited. The company purchases in foreign currencies and is therefore exposed to some foreign exchange risk; this risk is partially mitigated through sales in foreign currencies and foreign currency exchange at a group level.
Development and performance
With the disposal of the dryers business, Oxerra Pigments has been able to focus on the development of its core dispersions and CICP products. The business's position was strengthened when it was acquired by Oxerra on 1st April 2023, expanding the current market and giving Oxerra Pigments access to new international markets. Thiese new oppurtunities enabled a strong sales performance despite a slow down in the market 2nd half 2023.

Financial key performance indicators
 
Oxerra's key performance indicators allow the business to measure both the financial value created for its stakeholders and the strategic value in growing the business and delivering on its purpose.

Other key performance indicators
 
The directors consider that the company has the following financial KPI's as a measure of its performance and position:
                                           2023  2022  Change
                                           £'000  £'000         %
Revenues                           17,186 41,896 -59%
Operating loss                            (923)  (3,472) -73%
Dividend income                         197                 -      
profit after tax                     (757)  (3,598) -73%
Equity shareholders' funds 9,682  15,686 -37%
                     


This report was approved by the board on 12 July 2024 and signed on its behalf.



Timothy Michael John Southgate
Director

Page 1

 
OXERRA PIGMENTS UK LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, the directors' report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

make judgments 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The loss for the year, after taxation, amounted to £757,235 (2022 - loss £3,597,674).

No dividends have been reccomended or paid post year end. 

Directors

The directors who served during the year were:

Timothy Michael John Southgate (appointed 31 March 2023)
Kwan Yau Yu (appointed 31 March 2023)
Kwan Ping David Yu (appointed 31 March 2023)
Bertrand Maurice Andre Defoort (resigned 31 March 2023)
Kurt David Ogden (resigned 31 March 2023)
John Jeffrey Pehrson (resigned 31 March 2023)
Richard Justin James Phillipson (resigned 31 March 2023)

Future developments

Following the acquisition of the business by Oxerra in April 2023 the business is continuing to streamline its systems with the sister UK company, Oxerra UK and as a result all sales in 2024 will be made via Oxerra UK.

Page 2

 
OXERRA PIGMENTS UK LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Disclosure of information to auditors

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

The auditorsHamlyns Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 12 July 2024 and signed on its behalf.
 





Timothy Michael John Southgate
Director

Page 3

 
OXERRA PIGMENTS UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OXERRA PIGMENTS UK LIMITED
 

Opinion


We have audited the financial statements of Oxerra Pigments UK 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 the related notes, including a summary of significant accounting policiesThe 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 2023 and of its loss 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 United Kingdom, including the Financial Reporting Council'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 auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Page 4

 
OXERRA PIGMENTS UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OXERRA PIGMENTS UK LIMITED (CONTINUED)


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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report 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 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:


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 directors' responsibilities statement set out on page 2, 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.


Page 5

 
OXERRA PIGMENTS UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OXERRA PIGMENTS UK LIMITED (CONTINUED)


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 an auditors' 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.


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 obtained an understanding of the legal and regulatory frameworks that are applicable to the entity and determined that the most significant are the Companies Act 2006, the reporting framework of the Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and UK taxation legislation.
We understood how the company was complying with those frameworks through discussions with management and those charged with governance. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. Based on our understanding of the entity and its environment we identified the following areas as key risks and designed our audit approach as detailed to ensure material misstatements and irregularities would be detected in these areas:
Management over-ride:
We undertook testing of controls and systems to gain assurance these have been operating as expected during the period. We also performed journal testing to test the efficacy of journals posted during the period. Additionally, we have reviewed the disclosures in the accounts and the Directors report to ensure they agree with our findings from the audit testing carried out.
Related parties:
Our testing in this area has followed the requirements of ISA 550 (UK). We have issued the Directors with related party declarations to fill out and sign and have compared the information gathered against our knowledge and used this as one way for identifying potential related party disclosures. We have reviewed the disclosure in the financial statements and ensured this agrees with our findings from our audit work.
Revenue recognition:
The main area of risk identified with Income recognition lies with cut off and completion of income. To ensure this is not materially misstated or manipulated we have carried out substantive testing on income cut off and completion.
Stock:
The main risk area in terms of stock is stock valuation. Substantive testing will be carried out on the stock balance to ensure it is not materially misstated.


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 auditors' report.


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 2006Our 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 auditors' 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.


Page 6

 
OXERRA PIGMENTS UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OXERRA PIGMENTS UK LIMITED (CONTINUED)





Oliver Spevack ACA FCCA (senior statutory auditor)
  
for and on behalf of
Hamlyns Limited
 
Chartered Accountants
Statutory Auditors
  
Sundial House
High Street
Horsell
Woking
Surrey
GU21 4SU

17 July 2024
Page 7

 
OXERRA PIGMENTS UK LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

  

Turnover
 4 
17,185,517
41,895,042

Cost of sales
  
(17,122,680)
(36,304,087)

Gross profit
  
62,837
5,590,955

Administrative expenses
  
(985,857)
(9,320,682)

Other operating income
 5 
-
258,000

Operating loss
 6 
(923,020)
(3,471,727)

Income from fixed assets investments
  
197,335
-

Interest payable and similar expenses
 10 
(31,550)
(125,947)

Loss before tax
  
(757,235)
(3,597,674)

Loss for the financial year
  
(757,235)
(3,597,674)

Other comprehensive income for the year
  

Total comprehensive income for the year
  
(757,235)
(3,597,674)

There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of comprehensive income.

The notes on pages 12 to 27 form part of these financial statements.

Page 8

 
OXERRA PIGMENTS UK LIMITED
REGISTERED NUMBER: 02395270

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 13 
392,202
601,101

Tangible assets
 14 
1,822,466
3,470,512

Investments
 15 
1,010,550
1,010,550

  
3,225,218
5,082,163

Current assets
  

Stocks
 16 
5,652,187
12,641,469

Debtors: amounts falling due within one year
 17 
7,939,520
7,502,460

Cash at bank and in hand
 18 
558,830
861,281

  
14,150,537
21,005,210

Creditors: amounts falling due within one year
 19 
(1,789,887)
(2,954,850)

Net current assets
  
 
 
12,360,650
 
 
18,050,360

Total assets less current liabilities
  
15,585,868
23,132,523

Creditors: amounts falling due after more than one year
 20 
(3,128,151)
(4,671,421)

Provisions for liabilities
  

Other provisions
  
(2,775,132)
(2,775,132)

  
 
 
(2,775,132)
 
 
(2,775,132)

Net assets
  
9,682,585
15,685,970


Capital and reserves
  

Called up share capital 
 23 
2,999,999
1,000,000

Capital redemption reserve
 24 
5,200,000
5,200,000

Profit and loss account
 24 
1,482,586
9,485,970

  
9,682,585
15,685,970


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 12 July 2024.




Timothy Michael John Southgate
Director

The notes on pages 12 to 27 form part of these financial statements.

Page 9

 
OXERRA PIGMENTS UK LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£

At 1 January 2023
1,000,000
5,200,000
9,485,970
15,685,970


Comprehensive income for the year

Loss for the year
-
-
(757,235)
(757,235)


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(7,246,149)
(7,246,149)

Shares issued during the year
1,999,999
-
-
1,999,999


At 31 December 2023
2,999,999
5,200,000
1,482,586
9,682,585


The notes on pages 12 to 27 form part of these financial statements.

Page 10

 
OXERRA PIGMENTS UK LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£

At 1 January 2022
1,000,000
5,200,000
13,083,644
19,283,644


Comprehensive income for the year

Loss for the year
-
-
(3,597,674)
(3,597,674)


At 31 December 2022
1,000,000
5,200,000
9,485,970
15,685,970


The notes on pages 12 to 27 form part of these financial statements.

Page 11

 
OXERRA PIGMENTS UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Oxerra Pgiments UK Limited (formerly Venator Pigments UK Limited) is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address are shown below:
Registered number: 02395270
Registered address: Oxerra UK Limited, Liverpool Road East, Kidsgrove, Stoke-On-Trent, Staffordshire, England, ST7 3AA
Oxerra Pigments UK Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its financial statements. Exemptions have been taken in relation to presentation of a cash flow statement, financial instruments, intra-group transactions and remuneration of key management personnel. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

 
2.3

Going concern

The directors have gained assurances from the ultimate parent undertaking, Cathay Pigments (Holdings) Limited, that continued financial support will be provided. The ultimate parent company has shown its commitment to the directors that it will provide continuous and sufficient financial resources to the company for the forseeable future, being a period of at least 12 months from approval of these financial statements. This will ensure liabilities are met as they fall due and will enable Oxerra UK Limited to carry on its business. The Board of Directors have concluded that the business will continue to demonstrate strong sales growth and increased levels of profitability throughout 2024. Demand for the company's products across all key market sectors (construction, coatings, plastics & specialities) remains strong and is further supported by the development and introduction of new technology and product ranges. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.

Page 12

 
OXERRA PIGMENTS UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.6

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 13

 
OXERRA PIGMENTS UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.9

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.10

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 14

 
OXERRA PIGMENTS UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.10
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property
-
maximum of thirty years
Land
-
not depreciated
Plant and machinery
-
maximum of fifteen years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.11

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.12

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.13

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.14

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.15

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 15

 
OXERRA PIGMENTS UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.16

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.17

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the
Page 16

 
OXERRA PIGMENTS UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.17
Financial instruments (continued)

impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

Page 17

 
OXERRA PIGMENTS UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.18

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's accounting policies, which are described in note 2, 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. 
The directors have not made any critical accounting judgements in the process of applying the company's accounting policies, that could have a significant effect on the amounts recognised in the parent company Financial Statements.


4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Sale of goods
17,185,517
41,895,042

17,185,517
41,895,042


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
17,185,517
41,895,042

17,185,517
41,895,042


Page 18

 
OXERRA PIGMENTS UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Other operating income

2023
2022
£
£

Other operating income
-
258,000

-
258,000



6.


Operating loss

The operating loss is stated after charging:

2023
2022
£
£

Exchange differences
(47,553)
(74,254)

Other operating lease rentals
7,552
-


7.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
12,500
-


8.


Employees

Staff costs were as follows:


2023
2022
£
£

Wages and salaries
2,710,064
3,388,805

Social security costs
283,043
966,937

Cost of defined contribution scheme
405,737
500,838

3,398,844
4,856,580


The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Average number of employees
54
84

Page 19

 
OXERRA PIGMENTS UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Income from investments

2023
2022
£
£





Dividends received from unlisted investments
(197,335)
-

(197,335)
-



10.


Interest payable and similar expenses

2023
2022
£
£


Other loan interest payable
31,550
125,947

31,550
125,947

Page 20

 
OXERRA PIGMENTS UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Taxation



Factors affecting tax charge for the year

The tax assessed for the year is the same as (2022 - the same as) the standard rate of corporation tax in the UK of 25% (2022 - 19%) as set out below:

2023
2022
£
£


Loss on ordinary activities before tax
(757,235)
(3,597,674)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2022 - 19%)
(238,643)
(683,558)

Effects of:


Capital allowances in excess of depreciation
(28,222)
(89,062)

Other non-tax deductible items
774
(47,683)

Group relief
88,391
712,427

Change in unrecognised deferred tax assets
177,700
107,876

Total tax charge for the year
-
-


12.


Dividends

2023
2022
£
£


Dividends
7,246,149
-

7,246,149
-

Page 21

 
OXERRA PIGMENTS UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Intangible assets




Goodwill

£



Cost


At 1 January 2023
4,487,651



At 31 December 2023

4,487,651



Amortisation


At 1 January 2023
3,886,550


Charge for the year on owned assets
208,899



At 31 December 2023

4,095,449



Net book value



At 31 December 2023
392,202



At 31 December 2022
601,101



Page 22

 
OXERRA PIGMENTS UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Tangible fixed assets





Freehold property
Plant and machinery
Total

£
£
£



Cost


At 1 January 2023
2,267,998
23,070,796
25,338,794


Disposals
(12,660)
(3,224,729)
(3,237,389)



At 31 December 2023

2,255,338
19,846,067
22,101,405



Depreciation


At 1 January 2023
1,438,545
20,429,739
21,868,284


Charge for the year on owned assets
78,382
312,446
390,828


Disposals
(12,660)
(1,967,513)
(1,980,173)



At 31 December 2023

1,504,267
18,774,672
20,278,939



Net book value



At 31 December 2023
751,071
1,071,395
1,822,466



At 31 December 2022
829,454
2,641,058
3,470,512




The net book value of land and buildings may be further analysed as follows:


2023
2022
£
£

Freehold
751,072
829,455

751,072
829,455



15.


Fixed asset investments





Investments in subsidiary companies

£



Cost


At 1 January 2023
1,010,550



At 31 December 2023
1,010,550




Page 23

 
OXERRA PIGMENTS UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Holding

Oxerra Australia Pty Ltd
21 David Street, Dandenong VIC, 3175
100%
Excalibur Realty UK Limited
Liverpool Road East, Kidsgrove, Stoke-On-Trend, ST7 3AA
100%

Oxerra Australia Pty principal activity is to hold an investment in its subsidiary entity, Oxerra Pigments Pty Ltd, a company registered in Australia at 21 David Street, Dandenong, VIC, Australia, which is engaged in the blending, repackaging and sale of inorganic pigments.
Excalibur's principal activity is to hold the land and buildings and plant and machinery purchases as part of the aquisition of the Elementis plc pigments business by Rockwood Pigments (UK0 Limited on 1 September 2007.


16.


Stocks

2023
2022
£
£

Raw materials and consumables
2,462,952
4,435,864

Work in progress (goods to be sold)
121,952
152,781

Finished goods and goods for resale
3,067,283
8,052,824

5,652,187
12,641,469



17.


Debtors

2023
2022
£
£


Trade debtors
90,028
3,782,302

Amounts owed by group undertakings
7,633,276
1,088,450

Other debtors
-
2,159,532

Prepayments and accrued income
216,216
472,176

7,939,520
7,502,460



18.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
558,830
861,281

558,830
861,281


Page 24

 
OXERRA PIGMENTS UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
970,069
1,888,155

Other taxation and social security
507,337
-

Other creditors
61,838
37,955

Accruals and deferred income
250,643
1,028,740

1,789,887
2,954,850



20.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Amounts owed to group undertakings
3,128,151
4,671,421

3,128,151
4,671,421



21.


Provisions


Dilapidation provision

£





At 1 January 2023
2,775,132



At 31 December 2023
2,775,132

Following the closure of Cadmium production at our Kidsgrove site in 2021 a review has been carried out on the necessary steps required to decomission the Cadmium plant and as such a provision of £2,775,132 has been entered into the 2023 accounts.


22.


Deferred tax note

Deferred tax assets in relation to fixed assets have not been recognised in 2023 as there is insufficient evidence that the assets will be recovered. 


23.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



2,999,999 (2022 - 1,000,000) Ordinary shares of £1.00 each
2,999,999
1,000,000


Page 25

 
OXERRA PIGMENTS UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

23.Share capital (continued)

On 3 March 2023 1,058,496 Ordinary shares were allotted with a nominal value of £1 per share, resulting in a total number of allotted shares being 2,058,496, with an aggregate nominal value of £2,058,496.
On 16 March 2023 a further 941,503 Ordinary shares were allotted with a nominal value of £1 per share, resulting in a total number of allotted shares being 2,999,999, with an aggregate nominal value of £2,999,999. 
The allotted shares have attached full voting, dividend and capital distribution rights.
The company has one class of Ordinary share which carried no right to fixed income. 


24.


Reserves

Capital redemption reserve

The capital redemption reserve as at 1 January 2023 was £5,200,000. There were movements in the year.

Profit and loss account

Reserves as at 1 January 2023 were £9,485,970. The loss for the year is £954,571. Dividends were paid during the year ended 31 December 2023, resulting in a closing balance of £1,482,586.


25.


Pension commitments

The company operates a defined contribution scheme for all employees. The pension charge for the year of £406k (2022: £501k) represents contibutions payable by the company to the scheme. There was no outstanding or prepaid contributions at the begining or the end of the period. 


26.


Commitments under operating leases

At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
124,000
124,000

Later than 1 year and not later than 5 years
64,080
111,000

188,080
235,000


27.


Related party transactions

The Company has taken advantage of the exemption available to group companies within FRS 102 Section 33 'Related Party Disclosures' which allows it not to disclose transactions with its related parties.

Page 26

 
OXERRA PIGMENTS UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

28.


Controlling party

The immediate parent company is Creambay Limited, a company incorporated in England and Wales. As at 31 December 2023 the ultimate parent undertaking of Creambay Limited was Cathay Pigments Holdings Limited, a company registered in the British Virgin Islands. 
The results of Oxerra Pigments UK Limited for the year ended 31 December 2023 have been consolidated in the financial statements of Cathay Pigments Holdings Limited, being the largest and smallest parent undertaking to prepare group financial statements. 


Page 27