Caseware UK (AP4) 2023.0.135 2023.0.135 2023-05-312023-05-31falseNo description of principal activityfalse2023-01-01119false 09078650 2023-01-01 2023-12-31 09078650 2022-01-01 2022-12-31 09078650 2023-12-31 09078650 2022-12-31 09078650 2022-01-01 09078650 5 2023-01-01 2023-12-31 09078650 5 2022-01-01 2022-12-31 09078650 d:Director1 2023-01-01 2023-12-31 09078650 d:Director2 2023-01-01 2023-12-31 09078650 d:Director2 2023-12-31 09078650 d:Director3 2023-01-01 2023-12-31 09078650 d:Director3 2023-12-31 09078650 d:Director4 2023-01-01 2023-12-31 09078650 d:Director4 2023-12-31 09078650 d:Director5 2023-01-01 2023-12-31 09078650 d:Director5 2023-12-31 09078650 d:Director6 2023-01-01 2023-12-31 09078650 d:Director6 2023-12-31 09078650 d:RegisteredOffice 2023-01-01 2023-12-31 09078650 e:Buildings e:ShortLeaseholdAssets 2023-01-01 2023-12-31 09078650 e:Buildings e:ShortLeaseholdAssets 2023-12-31 09078650 e:Buildings e:ShortLeaseholdAssets 2022-12-31 09078650 e:PlantMachinery 2023-01-01 2023-12-31 09078650 e:PlantMachinery 2023-12-31 09078650 e:PlantMachinery 2022-12-31 09078650 e:PlantMachinery e:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 09078650 e:MotorVehicles 2023-01-01 2023-12-31 09078650 e:MotorVehicles 2023-12-31 09078650 e:MotorVehicles 2022-12-31 09078650 e:MotorVehicles e:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 09078650 e:OfficeEquipment 2023-01-01 2023-12-31 09078650 e:OfficeEquipment 2023-12-31 09078650 e:OfficeEquipment 2022-12-31 09078650 e:OfficeEquipment e:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 09078650 e:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 09078650 e:CurrentFinancialInstruments 2023-12-31 09078650 e:CurrentFinancialInstruments 2022-12-31 09078650 e:CurrentFinancialInstruments e:WithinOneYear 2023-12-31 09078650 e:CurrentFinancialInstruments e:WithinOneYear 2022-12-31 09078650 e:ReportableOperatingSegment1 2023-01-01 2023-12-31 09078650 e:ReportableOperatingSegment1 2022-01-01 2022-12-31 09078650 f:UnitedKingdom 2023-01-01 2023-12-31 09078650 f:UnitedKingdom 2022-01-01 2022-12-31 09078650 e:UKTax 2023-01-01 2023-12-31 09078650 e:UKTax 2022-01-01 2022-12-31 09078650 e:ShareCapital 2023-01-01 2023-12-31 09078650 e:ShareCapital 2023-12-31 09078650 e:ShareCapital 2022-01-01 2022-12-31 09078650 e:ShareCapital 2022-12-31 09078650 e:ShareCapital 2022-01-01 09078650 e:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 09078650 e:RetainedEarningsAccumulatedLosses 2023-12-31 09078650 e:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 09078650 e:RetainedEarningsAccumulatedLosses 2022-12-31 09078650 e:RetainedEarningsAccumulatedLosses 2022-01-01 09078650 e:AcceleratedTaxDepreciationDeferredTax 2023-12-31 09078650 e:AcceleratedTaxDepreciationDeferredTax 2022-12-31 09078650 d:OrdinaryShareClass1 2023-01-01 2023-12-31 09078650 d:OrdinaryShareClass1 2023-12-31 09078650 d:OrdinaryShareClass1 2022-12-31 09078650 d:FRS102 2023-01-01 2023-12-31 09078650 d:Audited 2023-01-01 2023-12-31 09078650 d:FullAccounts 2023-01-01 2023-12-31 09078650 d:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 09078650 e:WithinOneYear 2023-12-31 09078650 e:WithinOneYear 2022-12-31 09078650 e:BetweenOneFiveYears 2023-12-31 09078650 e:BetweenOneFiveYears 2022-12-31 09078650 e:MoreThanFiveYears 2023-12-31 09078650 e:MoreThanFiveYears 2022-12-31 09078650 2 2023-01-01 2023-12-31 xbrli:shares iso4217:GBP xbrli:pure
Company registration number: 09078650











Top Blue Limited
Annual Report and Financial Statements
For the Year Ended 31 December 2023

















Coveney Nicholls Partnership LLP
Chartered Accountants & Statutory Auditor
The Old Wheel House
31/37 Church Street
Reigate
Surrey
UK
RH2 0AD

 
Top Blue Limited
 
 
Company Information


Directors
G Tong 
J Wu (resigned 14 November 2023)
X Tang (resigned 14 November 2023)
D Ansorena (appointed 31 May 2023)
X Zhang (appointed 14 November 2023)
S Zhang (appointed 14 November 2023)




Registered number
09078650



Registered office
The Old Wheel House
31/37 Church Street

Reigate

Surrey

RH2 0AD





 
Top Blue Limited
 

Contents



Page
Strategic Report
1 - 2
Directors' Report
3 - 5
Independent Auditors' Report
6 - 9
Statement of Comprehensive Income
10
Statement of Financial Position
11
Statement of Changes in Equity
12
Statement of Cash Flows
13
Notes to the Financial Statements
14 - 27


 
Top Blue Limited
 
 
Strategic Report
For the Year Ended 31 December 2023

Introduction
 
The directors present their strategic report for the year ended 31 December 2023 for Top Blue Ltd ("the Company").

Principal activity
 
The Company imports Urea into the UK for two purposes:
 
1.Onward sale to UK customers; and
2.Primarily for use in the production of its own AdBlue for sale and distribution within the UK.

A summary of the Company's results for the year are shown in the Statement of Comprehensive Income on page 10.
Business review
In 2022 the Company achieved a significant increase in turnover to £21,054,715 due to trading of its parent company urea and the unprecedented increase in the cost price of the raw material. 
The invasion of Ukraine by Russia had an impact on the supply of gas to Europe creating high price volatility for natural gas related products including urea during that year. In 2023 wholesale gas prices became lower and the availability of urea significantly increased, returning stability to the market and the Company margin to a lower level.  
As a result, the directors are pleased to report a profit before tax of £624,911 following the exceptional performance reported in 2022.

Principal risks and uncertainties
 
The key risk in 2024 is the danger of prices of urea and AdBlue reducing to an unsustainable level from a commercial viewpoint and overall new production curtailments across the industry might lead to supply disruptions. 
The AdBlue forecast for 2024 is a single digit per cent increase in volume but lower turnover and margin than in 2023. The AdBlue market is expected to continue growing for the foreseeable future, peak during 2027-2028 and start slowly declining from that point. 

Financial key performance indicators
 
The Directors consider turnover, gross profit margin and adjusted EBITDA* to be the key performance indicators. These indicators are monitored at least monthly and were as follows in the financial year:
 

2023
2022
        £
        £
Turnover

17,960,801

21,054,715
 
Adjusted EBITDA*

674,909

4,303,142
 
Gross profit margin %

22.6%

32.1%
 

*Adjusted EBITDA is calculated by adding back depreciation, foreign exchange differences, gains/losses on disposal of tangible fixed assets and interest back to profit before tax.

Page 1

 
Top Blue Limited
 

Strategic Report (continued)
For the Year Ended 31 December 2023

Other key performance indicators
 
The directors do not consider there to be any other key performance indicators.


This report was approved by the board on 23 October 2024 and signed on its behalf.



X Zhang
Director

Page 2

 
Top Blue 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;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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 profit for the year, after taxation, amounted to £475,988 (2022 - £3,286,036).

No dividend has been recommended by the directors.

Directors

The directors who served during the year were:

G Tong 
J Wu (resigned 14 November 2023)
X Tang (resigned 14 November 2023)
D Ansorena (appointed 31 May 2023)
X Zhang (appointed 14 November 2023)
S Zhang (appointed 14 November 2023)

Future developments

The directors are optimistic about the future of the business as it continues to build on strong foundations of quality, reliability and customer satisfaction. The business commitment to sustainability and operational excellence is expected to drive long-term value for shareholders, and the board remain confident in the ability of the Company to deliver strong financial performance in the coming years.

Page 3

 
Top Blue Limited
 
 
Directors' Report (continued)
 
For the Year Ended 31 December 2023

Financial instruments

The Company's operations expose it to a variety of financial risks that include the effects of credit risk, liquidity risk, price risk and foreign exchange risk. The Company does not use derivative financial instruments to manage foreign exchange risk and as such, no hedge accounting is applied.
Credit risk
The Company has implemented policies that require appropriate credit checks on potential customers before sales are made. Where debt finance is utilised, this is subject to a pre-approval by the board of directors. The amount of exposure to any individual counterparty is subject to a limit, set by the Company.
Liquidity risk
The Company actively retains cash reserves at a level that is designed to ensure the Company has sufficient available funds for operations and planned expansions.
Foreign exchange risk
The Company's raw material sales and purchases are predominantly in USD, whereas all other costs and sales are generally in GBP. The directors believe this risk is naturally hedged through the purchase and sale transactions in USD and as such no formal hedging policy is in place.

Matters covered in the Strategic Report

A fair review of the Company's business, key performance indicators and an assessment of the principal risks and uncertainties is included in the strategic report.

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

Under section 487(2) of the Companies Act 2006Coveney Nicholls Partnership LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

Page 4

 
Top Blue Limited
 
 
Directors' Report (continued)
 
For the Year Ended 31 December 2023

This report was approved by the board on 23 October 2024 and signed on its behalf.
 





X Zhang
Director

Page 5

 
Top Blue Limited
 
 
Independent Auditors' Report to the Members of Top Blue Limited
 

Opinion


We have audited the financial statements of Top Blue Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, 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 profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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.


Page 6

 
Top Blue Limited
 
 
Independent Auditors' Report to the Members of Top Blue Limited (continued)


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.


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 3, 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 7

 
Top Blue Limited
 
 
Independent Auditors' Report to the Members of Top Blue 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:

Capability of the audit in detecting irregularities, including fraud:

Based on our understanding of the company/industry, we identified that the principal risks of non-compliance with laws and regulations related to financial reporting legislation and UK tax legislation. We then considered the extent to which non-compliance might have a material effect on the Financial Statements. We also considered those laws and regulations that have a direct impact on the preparation of the Financial Statements, such as the Companies Act 2006. 
We communicated identified law and regulation throughout our team and remained alert to any indications of non-compliance throughout the audit. We evaluated management's incentive and opportunities for fraudulent manipulation of the Financial Statements, including the risk of override of control(s), and determined that the principal risks were related to posting inappropriate journal entries, accelerated revenue recognition and management bias in accounting estimates.

Audit procedures performed by the engagement team included:

Discussions with management, and obtaining written representations, including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;
Evaluation of management's controls designed to prevent and detect irregularities;
Tests of detail on revenue recognition and occurrence, particularly around the year end;
Challenging assumptions and judgements made by management in their significant accounting estimates, in particular in relation to calculation of inventory provisions; and
Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations;


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.


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.


Page 8

 
Top Blue Limited
 
 
Independent Auditors' Report to the Members of Top Blue Limited (continued)


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.





John C Mabey (Senior Statutory Auditor)
  
for and on behalf of
Coveney Nicholls Partnership LLP
 
The Old Wheel House
31/37 Church Street
Reigate
Surrey
RH2 0AD

25 October 2024
Page 9

 
Top Blue Limited
 
 
Statement of Comprehensive Income
For the Year Ended 31 December 2023

2023
2022
Note
£
£

  

Turnover
 4 
17,960,801
21,054,715

Cost of sales
  
(13,906,543)
(14,303,362)

Gross profit
  
4,054,258
6,751,353

Distribution costs
  
(1,195,122)
(1,299,971)

Administrative expenses
  
(2,521,161)
(1,484,228)

Other operating income
  
201
199

Profit on disposal of tangible fixed assets
  
285,785
100,400

Operating profit
 5 
623,961
4,067,753

Interest receivable and similar income
 9 
950
-

Interest payable and similar expenses
 10 
-
(19)

Profit before tax
  
624,911
4,067,734

Tax on profit
 11 
(148,923)
(781,698)

Profit for the financial year and total comprehensive income
  
475,988
3,286,036

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 14 to 27 form part of these financial statements.

Page 10

 
Top Blue Limited
Registered number:09078650

Statement of Financial Position
As at 31 December 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 12 
518,960
562,106

  
518,960
562,106

Current assets
  

Stocks
 13 
292,589
1,732,475

Debtors: amounts falling due within one year
 14 
3,282,449
3,326,087

Cash at bank and in hand
  
1,926,652
1,759,947

  
5,501,690
6,818,509

Creditors: amounts falling due within one year
 15 
(1,285,249)
(3,114,605)

Net current assets
  
4,216,441
3,703,904

Total assets less current liabilities
  
4,735,401
4,266,010

Provisions for liabilities
  

Deferred tax
 16 
(111,788)
(118,385)

  
(111,788)
(118,385)

Net assets
  
4,623,613
4,147,625


Capital and reserves
  

Called up share capital 
 17 
1,800,000
1,800,000

Profit and loss account
 18 
2,823,613
2,347,625

  
4,623,613
4,147,625


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 October 2024.




X Zhang
Director

The notes on pages 14 to 27 form part of these financial statements.

Page 11

 
Top Blue Limited
 

Statement of Changes in Equity
For the Year Ended 31 December 2023


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2022
1,800,000
(938,411)
861,589


Comprehensive income for the year

Profit for the year
-
3,286,036
3,286,036
Total comprehensive income for the year
-
3,286,036
3,286,036



At 1 January 2023
1,800,000
2,347,625
4,147,625


Comprehensive income for the year

Profit for the year
-
475,988
475,988
Total comprehensive income for the year
-
475,988
475,988


At 31 December 2023
1,800,000
2,823,613
4,623,613


The notes on pages 14 to 27 form part of these financial statements.

Page 12

 
Top Blue Limited
 

Statement of Cash Flows
For the Year Ended 31 December 2023

2023
2022
£
£

Cash flows from operating activities

Profit for the financial year
475,988
3,286,036

Adjustments for:

Depreciation of tangible assets
300,385
353,162

Loss on disposal of tangible assets
(285,785)
(100,400)

Interest paid
-
19

Interest received
(950)
-

Taxation charge
148,923
781,698

Decrease/(increase) in stocks
1,439,885
(814,878)

Decrease/(increase) in debtors
43,637
(1,360,823)

(Decrease)/increase in creditors
(780,747)
77,762

Corporation tax (paid)/received
(446,975)
-

Foreign exchange loss/(gain)
(28,257)
136,845

Net cash generated from operating activities

866,104
2,359,421


Cash flows from investing activities

Purchase of tangible fixed assets
(257,239)
(391,562)

Sale of tangible fixed assets
285,785
106,304

Interest received
950
-

HP interest paid
-
(19)

Net cash from investing activities

29,496
(285,277)

Cash flows from financing activities

Repayment of/new finance leases
-
(3,966)

Loans from group companies repaid
(728,895)
(537,463)

Net cash used in financing activities
(728,895)
(541,429)

Net increase in cash and cash equivalents
166,705
1,532,715

Cash and cash equivalents at beginning of year
1,759,947
227,232

Cash and cash equivalents at the end of year
1,926,652
1,759,947


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,926,652
1,759,947

1,926,652
1,759,947


Page 13

 
Top Blue Limited
 
 
Notes to the Financial Statements

For the Year Ended 31 December 2023

1.


General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is The Old Wheel House, 31/37 Church Street, Reigate, Surrey, RH2 0AD, UK.

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

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'.

Page 14

 
Top Blue Limited
 
 
Notes to the Financial Statements

For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
2.3

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.

Revenue from the sale of AdBlue and Urea is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer, usually on delivery of the goods.

 
2.4

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.

 
2.5

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
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.

Page 15

 
Top Blue Limited
 
 
Notes to the Financial Statements

For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
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 Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
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 16

 
Top Blue 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:

Short-term leasehold property
-
10 years straight line
Plant and machinery
-
4 to 10 years straight line
Motor vehicles
-
5 years straight line
Office equipment
-
3 to 5 years straight line

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

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 first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting 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.

Raw material stocks include the cost of purchasing urea, import duty and all inbound haulage costs.
Stocks of AdBlue include the cost the urea and the cost of converting urea into ad blue at an appropriate rate per litre.

 
2.12

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.

 
2.13

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.

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

Page 17

 
Top Blue Limited
 
 
Notes to the Financial Statements

For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
2.14

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.

 
2.15

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

 
2.16

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.

Financial instruments are recognised in the Company's Statement of Financial Position 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.

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 impairment can be reviewed for possible reversal. The reversal will not cause the current carrying
Page 18

 
Top Blue Limited
 
 
Notes to the Financial Statements

For the Year Ended 31 December 2023

2.Accounting policies (continued)


2.16
Financial instruments (continued)

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 receipts 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 19

 
Top Blue Limited
 
 
Notes to the Financial Statements

For the Year Ended 31 December 2023

3.


Judgments in applying accounting policies 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. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:

1.The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 12 for the carrying amount of the property plant and equipment.

2.The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.


4.


Turnover

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


2023
2022
£
£

Sale of goods
17,960,801
21,054,715

17,960,801
21,054,715


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
17,960,801
21,054,715

17,960,801
21,054,715


Page 20

 
Top Blue Limited
 
 
Notes to the Financial Statements

For the Year Ended 31 December 2023

5.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Exchange differences
36,347
(17,373)

Depreciation of tangible fixed assets
300,385
353,162

Other operating lease rentals
173,890
102,619


6.


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
8,000
7,195

7.


Employees

Staff costs, including directors' remuneration, were as follows:


2023
2022
£
£

Wages and salaries
1,318,232
479,179

Social security costs
162,113
47,259

Cost of defined contribution scheme
9,390
8,340

1,489,735
534,778


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


        2023
        2022
            No.
            No.







Employees
11
9

Page 21

 
Top Blue Limited
 
 
Notes to the Financial Statements

For the Year Ended 31 December 2023

8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
776,625
125,623

Company contributions to defined contribution pension schemes
1,321
1,321

777,946
126,944


During the year retirement benefits were accruing to 1 director (2022 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £776,625 (2022 - £125,623).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2022 - £1,321).


9.


Interest receivable

2023
2022
£
£


Other interest receivable
950
-

950
-


10.


Interest payable and similar expenses

2023
2022
£
£


Finance leases and hire purchase contracts
-
19

-
19

Page 22

 
Top Blue Limited
 
 
Notes to the Financial Statements

For the Year Ended 31 December 2023

11.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
155,520
446,976


Total current tax
155,520
446,976

Deferred tax


Origination and reversal of timing differences
(6,206)
318,488

Changes to tax rates
(391)
16,234

Total deferred tax
(6,597)
334,722


Tax on profit
148,923
781,698

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.5% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
624,911
4,067,734


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
146,979
772,869

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
1,856
1,631

Capital allowances for year in excess of depreciation
479
(9,036)

Other differences leading to an increase (decrease) in the tax charge
(391)
16,234

Total tax charge for the year
148,923
781,698


Factors that may affect future tax charges

In 2021 an increase in the corporation tax rate to 25% with effect from 1 April 2023 was substantively enacted. The 23.5% rate used above reflects 9 months of this new rate and 3 months of the previous rate of 19%. The 25% rate is used to measure UK deferred taxes in 2023 (and in 2022 to the extent the related timing differences were expected to reverse after 1 April 2023).

Page 23

 
Top Blue Limited
 
 
Notes to the Financial Statements

For the Year Ended 31 December 2023

12.


Tangible fixed assets





Short-term leasehold property
Plant and machinery
Motor vehicles
Office equipment
Total

£
£
£
£
£



Cost or valuation


At 1 January 2023
16,270
2,197,234
49,754
17,134
2,280,392


Additions
11,530
237,429
-
8,281
257,240


Disposals
-
(433,282)
-
-
(433,282)



At 31 December 2023

27,800
2,001,381
49,754
25,415
2,104,350



Depreciation


At 1 January 2023
143
1,672,421
31,683
14,039
1,718,286


Charge for the year on owned assets
2,037
292,911
3,311
2,127
300,386


Disposals
-
(433,282)
-
-
(433,282)



At 31 December 2023

2,180
1,532,050
34,994
16,166
1,585,390



Net book value



At 31 December 2023
25,620
469,331
14,760
9,249
518,960



At 31 December 2022
16,127
524,813
18,071
3,095
562,106


13.


Stocks

2023
2022
£
£

Raw materials and consumables
167,993
1,478,086

Finished goods and goods for resale
124,596
254,389

292,589
1,732,475

Page 24

 
Top Blue Limited
 
 
Notes to the Financial Statements

For the Year Ended 31 December 2023

14.


Debtors

2023
2022
£
£


Trade debtors
2,944,034
2,983,151

Prepayments and accrued income
338,415
342,936

3,282,449
3,326,087



15.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
506,029
834,380

Amounts owed to group undertakings
-
757,152

Corporation tax
155,521
446,976

Other taxation and social security
115,289
554,301

Other creditors
394,278
482,441

Accruals and deferred income
114,132
39,355

1,285,249
3,114,605


Amounts owed to group undertakings were denominated in USD. They were interest free, unsecured and repayable on demand.


16.


Deferred taxation




2023
2022


£

£






At beginning of year
(118,385)
216,337


Charged to profit or loss
6,597
(334,722)



At end of year
(111,788)
(118,385)

Page 25

 
Top Blue Limited
 
 
Notes to the Financial Statements

For the Year Ended 31 December 2023
 
16.Deferred taxation (continued)

The deferred tax balance is made up as follows:

2023
2022
£
£


Accelerated capital allowances
(111,788)
(118,385)

(111,788)
(118,385)

Comprising:

Liability
(111,788)
(118,385)

(111,788)
(118,385)



The reversal of the deferred tax liability in the period following the reporting period is not expected to be material.


17.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1,800,000 (2022 - 1,800,000) Ordinary shares of £1.00 each
1,800,000
1,800,000



18.


Reserves

Profit and loss account

This reserve records retained earnings and accumulated losses.

19.


Analysis of net debt





At 1 January 2023
Cash flows
Other non-cash changes
At 31 December 2023
£

£

£

£

Cash at bank and in hand

1,759,947

166,705

-

1,926,652

Debt due within 1 year

(757,152)

728,895

28,257

-


1,002,795
895,600
28,257
1,926,652

Page 26

 
Top Blue Limited
 
 
Notes to the Financial Statements

For the Year Ended 31 December 2023

20.


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
165,379
137,756

Later than 1 year but not later than 5 years
513,616
429,934

Later than 5 years
344,520
442,276

1,023,515
1,009,966


21.


Related party transactions

The company has taken advantage of the exemption offered by FRS 102 from disclosing related party transactions and balances with its ultimate parent and other wholly owned members of the group headed by Sichuan Meifeng Chemical Industry Co. Ltd.
Sichuan Meifeng Chemical Industry Co. Ltd is a publicly listed company whose securities are traded on a registered stock exchange. Therefore it is not under the control of any one individual.


22.


Controlling party

The ultimate parent company is Sichuan Meifeng Chemical Industry Co. Ltd (incorporated in China), the parent company of Sichuan Meifeng Bluetech Co. Ltd. Sichuan Meifeng Bluetech Co. Ltd (incorporated in China), is the immediate parent company.
Sichuan Meifeng Chemical Industry Co. Ltd is a public company listed on the Shenzhen Securities Exchange under company code 000731 (SHE). The consolidated accounts of Sichuan Meifeng Chemical Industry Co. Ltd are the largest and smallest group accounts in which the results of Top Blue Limited are included. These are publicly available from No. 10 Section One, Yinghua South Road, Deyang, Sichuan 618000, China.

Page 27