The directors present the strategic report for the year ended 31 December 2023.
Aceto UK Holding Limited (“Aceto UK”) was incorporated on 23 January 2020 and is a subsidiary of Aceto Corporation.
During 2023, Actylis Switzerland GmbH was formed as a new subsidiary to support the EU Management activities.
The 2023 results show revenue at £29.9m (2022 £34.4m), gross profit of £8.7m (29% of sales) (2022 £11.7m (34% of sales) with an operating loss at £16.4m (2022 £1.6m loss), the main drivers being low post COVID replacement business, amortisation of intangibles and impairment of investments.
During the financial year, the Group recognised an impairment charge of £14.4m. £13.9m in relation to the goodwill and other intangible assets of A&C Bio Buffer Limited and A&C Chemicals Europe Limited, “the Irish subsidiaries” due to a reassessment of the subsidiaries future cash flows following challenging market conditions arising after the successful period in the times of COVID and £0.5m for partial Trademark impairment for the change to the Actylis Brand.
The impairment review was conducted as part of the Group’s annual impairment testing process, in accordance with FRS 102 Section 27 ‘Impairment of Assets’. The review indicated that the recoverable amount of the Irish subsidiaries was significantly lower than its carrying value, primarily due to reduced sales and profitability projections.
The Board has taken steps to address the operational challenges faced by the Irish subsidiaries, including a strategic business / sales / product review of the business. Costs have been tightly controlled but no major cost-saving initiatives have been implemented as this would impact future business improvement. However, the impairment charge reflects a prudent reassessment of the Group’s exposure and is a non-cash adjustment that does not affect the Group's liquidity position.
The Board remains confident in the long-term prospects of the Irish subsidiaries and continues to closely monitor its performance. Future updates on the progress of the strategic initiatives and their impact on the Irish subsidiaries’ performance will be considered in future years.
The Group’s balance sheet reflects investment in infrastructure / production areas to improve processes / expand product capability and be responsive to our customers on all products and stocks to service sales going into 2024.
To improve the results in future years, we continue to work with our customers to deliver best in class, cost effective solutions to new product opportunities underlining our strong capabilities in R&D, supply chain and delivery. Improved sales volumes, product diversification, price monitoring and cost control will support operating profit improvement in the medium / long term.
The Company is strategically focused on the continual improvement of its business facilities, manufacturing, processes and quality, working closely with customers to grow and achieve mutual benefits.
The Company and Group is exposed to general and industry specific business risks including the following:
Economic risk
We are exposed the macro-economic risks of inflation, recession and de-stocking, like other companies. The directors propose to closely monitor the operations and impact to the business, and where possible, it will be mitigated and supported by improvement projects / efficiencies / new products.
Currency risks
There is the risk that a devaluation of a specific currency can negatively impact the financial results. However, where possible we try and match material costs to revenue, albeit that is not always possible. To mitigate some of the impact, we closely monitor sales prices for FX movements and target to minimise FX translation exposure.
Principle risks and uncertainties (continued)
Government regulations / geopolitical risks
Most of our business (over 95%) is conducted in countries that have stable governments and generally low risks of geopolitical challenges or sudden, drastic changes in regulations, for example, United Kingdom, Western Europe, USA and Canada. Other countries where we conduct business may have different risk profiles and some may experience rapid changes due to economic circumstances, regional or local geopolitical activities or regulatory standard modification or enforcement practices. To minimise the impact of these risks, we monitor overall customer exposure to limit its concentration by region, by country and by customer when entering an area that is perceived as less stable. Besides diversification, we occasionally may employ policies that include requiring payment in advance of goods, establishing low credit limits, etc. These policies may reduce revenue, but the intent is to match the revenue opportunity and the risk profile appropriately to maximise net results.
The current crisis in Ukraine with Russia has had minimal impact on the business.
Like other companies, we are exposed to the macro-economic of inflation, and where possible, it will be mitigated, and supported by improvement projects / efficiencies.
Key performance indicators
The group utilises specific key performance indicators (KPls) to measure and monitor success, in a Balanced Scorecard. These are reviewed monthly and action is taken to improve performance to achieve / exceed the targeted metrics. KPIs cover EHS, Quality, Productivity, Delivery, Process Improvements and Financial measures.
Development and performance
The Company is a holding company for acquisitions, mainly with a European presence.
Aceto UK Holding Limited, is a subsidiary of Aceto Corporation, who is based in USA and has significant interests in the EU. Aceto's ultimate parent is New Mountain Capital LLC, a large New York based investment firm.
The Group has positioned its organisation and business activities to be successful in a balanced manner allowing us to adapt to changing market conditions. The proactive approach to new opportunities combined with the lean and balanced approach, allows quick adaption to changing requirements within the industry for products and operations.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2023.
Aceto UK Holding Limited was incorporated on 23 January 2020.
The results for the year are set out on page 8.
No ordinary dividends were paid or recommended.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
In accordance with the company's articles, a resolution proposing that Xeinadin Audit Limited be reappointed as auditor of the group will be put at a General Meeting.
We have audited the financial statements of Aceto UK Holding Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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).
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's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and parent 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 our 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.
In the light of the knowledge and understanding of the group and the parent company and their 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
As explained more fully in the directors' responsibilities statement, 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 parent 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 parent company or to cease operations, or have no realistic alternative but to do so.
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.
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:
Enquiry of management and those charged with governance around actual and potential litigation and claims;
Reviewing minutes of meetings of those charged with governance;
Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;
Enquiry of management and those charged with governance to identify any instances of non-compliance with laws and regulations.
The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
Secondly, the group is subject to many other laws and regulations where the consequence of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance the imposition of fines or litigation or the loss of the group's license to operate. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £18,484,885 (2022 - £3,174,065 loss).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
Aceto UK Holding Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 100 Avebury Boulevard, Milton Keynes, MK9 1FH.
The group consists of Aceto UK Holding Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
Aceto UK Holding Limited is a wholly owned subsidiary of Aceto US L.L.C. The results of Aceto UK Holding Limited are included in the consolidated financial statements of Aceto US L.L.C, a company registered in the USA.
The consolidated group financial statements consist of the financial statements of the parent company Aceto UK Holding Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
The financial statements of Aceto UK Holding Limited are made up to 31 December 2023. The subsidiaries Syntor Fine Chemicals (Holdings) Limited and Syntor Fine Chemicals Limited prior year statutory financial statements are for the period 1 April 2022 to 31 December 2022 and as such the transactions from 1 January 2022 to 31 December 2022 for the subsidiaries have been included in the consolidated financial statements. The year end for Syntor Fine Chemicals (Holdings) Limited and Syntor Fine Chemicals Limited was changed from 31 March 2023 to 31 December 2022 to align the year ends to the group. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
However A&C Chemicals Europe Limited a subsidiary of Aceto UK Holding Limited trade was taken over by A & C Bio Buffer Limited on 1st June 2023. As part of the takeover agreement A & C Chemicals Europe Limited is to be liquidated. Therefore the financial statements of A&C Chemicals Europe Limited have been prepared on a basis other than that of going concern.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The assessment of impairment requires significant judgement and involves the use of estimates. The key judgements and estimates considered in the impairment review include:
Estimation of Future Cash Flows: Future cash flow projections are based on management’s best estimates of future performance, including revenue growth rates, operating costs, and working capital requirements. These estimates are derived from past performance, market analysis, and expected future trends.
Discount Rates: The discount rates used to calculate the value in use are based on the Group’s weighted average cost of capital (WACC), adjusted for specific risks associated with the CGU being assessed. The discount rate reflects current market assessments of the time value of money and the risks specific to the asset.
Growth Rates Beyond the Forecast Period: Terminal growth rates are used to estimate cash flows beyond the forecast period. These rates are based on long-term expectations of market performance and management’s strategic plans.
Changes in these assumptions could result in a materially different recoverable amount, and therefore the recognition or reversal of impairment losses. The Group regularly reviews and updates its estimates to reflect current market conditions and operational performance.
Stock is assessed for impairment at each reporting date. The carrying amount of stock is compared to its net realisable value, and any excess is recognised as an impairment loss immediately in profit or loss. Stock is held in the accounts at £6,264,293 (2022: £7,002,628).
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 0 (2022 - 0).
As total directors' remuneration was less than £200,000 in the current year, no disclosure is provided for that year.
Of the charge to current tax in relation to discontinued operations, £0 relates to tax on profits and £0 arose on disposal.
The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.
On 1 June 2023 an indirect subsidiary A&C Bio Buffer Limited took over the trade of A&C Chemicals Europe Limited. Due to the post Covid-19 performance of a direct subsidiary, A&C Chemicals Europe Limited, and an indirect subsidiary, A&C Bio Buffer Limited being below budgeted figures, an impairment loss of £18,500,000 was recognised within other losses of Aceto UK Holding Limited’s individual accounts relating to it’s investments held. Consequently, within the group financial statements, an impairment loss of £13,855,966 relating to intangible assets was recognised within other losses, £12,647,172 of which related to goodwill. Management have considered actual results to date and the expected future performance of each entity within their impairment review.
There was also an impairment of a trademark in A&C American Chemicals Ltd of CAD$917,850 (£544,297) due to the A&C trademark being replaced by the Actylis brand name in 2023.
More information on impairment movements in the year is given in note 10.
Details of the company's subsidiaries at 31 December 2023 are as follows:
Syntor Fine Chemicals S.L. has not been consolidated into the group as it is considered immaterial to the group.
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax asset set out above is not expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period. The deferred tax liability set out above is not expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
The capital contribution reserve represents a contribution from Aceto US L.L.C. the parent of Aceto UK Holding Limited for the acquisition of Syntor Fine Chemicals (Holdings) Limited in 2020 for £18,694,808. In 2021 Aceto US L.L.C. contributed a further £15,328,163 for the acquisition of A&C American Chemicals Limited and A&C Chemicals Europe Limited. In this financial year a further £17,679 was provided for the incorporation of Actylis Switzerland GmbH. Therefore the total capital contribution from Aceto US L.L.C. is £34,040,650 (2022: £34,022,971).
On 20 March 2023 the group acquired 100% percent of the issued capital of Actylis Switzerland GmbH a company incorporated on 20 March 2023. The total consideration was the issued share capital of £17,604 (CHF 20,000). No goodwill arose on acquisition.
The total contribution for the acquired subsidiary for the reporting period included within the group statement of comprehensive income:
Turnover - £nil
Profit after tax - £30,490
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Aceto US L.L.C provided a capital contribution during 2021 for Aceto UK Holding Limited to acquire A&C American Chemicals Limited, A&C Chemicals Europe Limited. A further £17,679 was provided for the incorporation of Actylis Switzerland GmbH. The total capital contribution at the year ending 31 December 2023 amounted to £34,040,651 (2022: £34,022,971). This is non redeemable and included within other reserves in equity.
Aceto U.S. L.L.C also provided an initial related party loan to Aceto UK Holding Limited of £23,017,758. The loan was provided to acquire A&C Bio Buffer Limited. The loan is subject to an annual interest rate of 7.17% payable quarterly in arrears, unpaid interest is added to the principal loan amount. During the year £1,403,315 was repaid. At the year ending 31 December 2023 the balance owed was £26,147,272 (2022: £26,215,993).
Aceto US L.L.C also provided a related party loan to A&C American Chemicals Limited in 2021. At the year ending 31 December 2022 the balance owed was £16,948,398 (2022: £17,474,830). £16,429,511 of this loan was provided as a promissory note in relation to their acquisition. The loan is subject to an annual interest rate of 7.035% payable quarterly in arrears, unpaid interest is added to the principal loan amount. The remaining amount of the loan £518,888 is in relation to amounts loaned for payment of transaction bonuses in connection with the A&C Chemicals Limited acquisition, it is unsecured, non-interest bearing and due on demand.