Company registration number:
For the Year Ended
Coveney Nicholls Partnership LLP
Chartered Accountants & Statutory Auditor
The Old Wheel House
31/37 Church Street
Reigate
Surrey
UK
RH2 0AD
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Company Information
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Contents
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Strategic Report
For the Year Ended 31 December 2023
The directors present their strategic report for the year ended 31 December 2023 for Top Blue Ltd ("the Company").
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.
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.
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:
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Strategic Report (continued)
For the Year Ended 31 December 2023
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.
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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.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
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 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £475,988 (2022 - £3,286,036).
No dividend has been recommended by the directors.
The directors who served during the year were:
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.
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Directors' Report (continued)
For the Year Ended 31 December 2023
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.
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.
There have been no significant events affecting the Company since the year end.
Under section 487(2) of the Companies Act 2006, Coveney 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.
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Directors' Report (continued)
For the Year Ended 31 December 2023
This report was approved by the board on
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Independent Auditors' Report to the Members of Top Blue Limited
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 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).
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.
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.
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Independent Auditors' Report to the Members of Top Blue Limited (continued)
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 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.
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.
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.
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Independent Auditors' Report to the Members of Top Blue Limited (continued)
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.
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Independent Auditors' Report to the Members of Top Blue Limited (continued)
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 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.
for and on behalf of
The Old Wheel House
31/37 Church Street
Surrey
RH2 0AD
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Statement of Comprehensive Income
For the Year Ended 31 December 2023
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Statement of Financial Position
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 14 to 27 form part of these financial statements.
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Statement of Changes in Equity
For the Year Ended 31 December 2023
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Statement of Cash Flows
For the Year Ended 31 December 2023
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Notes to the Financial Statements
For the Year Ended 31 December 2023
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
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:
Functional and presentation currency
Transactions and balances
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Notes to the Financial Statements
For the Year Ended 31 December 2023
2.Accounting policies (continued)
Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.
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Notes to the Financial Statements
For the Year Ended 31 December 2023
2.Accounting policies (continued)
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Notes to the Financial Statements
For the Year Ended 31 December 2023
2.Accounting policies (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:
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.
Stocks of AdBlue include the cost the urea and the cost of converting urea into ad blue at an appropriate rate per litre.
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Notes to the Financial Statements
For the Year Ended 31 December 2023
2.Accounting policies (continued)
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.
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
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Notes to the Financial Statements
For the Year Ended 31 December 2023
2.Accounting policies (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.
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Notes to the Financial Statements
For the Year Ended 31 December 2023
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:
Analysis of turnover by country of destination:
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Notes to the Financial Statements
For the Year Ended 31 December 2023
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Notes to the Financial Statements
For the Year Ended 31 December 2023
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Notes to the Financial Statements
For the Year Ended 31 December 2023
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).
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Notes to the Financial Statements
For the Year Ended 31 December 2023
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Notes to the Financial Statements
For the Year Ended 31 December 2023
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Notes to the Financial Statements
For the Year Ended 31 December 2023
16.Deferred taxation (continued)
Profit and loss account
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Notes to the Financial Statements
For the Year Ended 31 December 2023
The ultimate parent company is
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.
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