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Registered number: 12026472










CHEMIGRAPHIC (TOPCO) LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
COMPANY INFORMATION


Directors
G Anderson 
K J Docherty (resigned 31 May 2024)
C Wootton 
J V Arrowsmith 
S D Miller (appointed 1 July 2024)




Registered number
12026472



Registered office
Unit A2 The Fleming Centre
Fleming Way

Crawley

England

RH10 9NF




Independent auditor
MHA
Statutory Auditors

Reigate

United Kingdom





 
CHEMIGRAPHIC (TOPCO) LIMITED
 

CONTENTS



Page
Group strategic report
 
 
1 - 3
Directors' report
 
 
4 - 6
Independent auditor's report
 
 
7 - 10
Consolidated statement of comprehensive income
 
 
11
Consolidated balance sheet
 
 
12 - 13
Company balance sheet
 
 
14
Consolidated statement of changes in equity
 
 
15
Company statement of changes in equity
 
 
16
Consolidated statement of cash flows
 
 
17 - 18
Notes to the financial statements
 
 
19 - 45


 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Introduction
 
The Directors submit their report and the audited financial statements for Chemigraphic (Topco) Limited (the “Company” or “Group”) for the year ended 30 September 2024. 

Business review
 
We contribute to products that have the power to change communities. We work with some of the world’s leading brands with a focus on customer service excellent to develop products that improve and save lives, increase your cyber security and develop market segments across the globe. We are passionate about technology, innovation, continuous improvement, production efficiency and supply chain resilience.
The Group has performed well despite a challenging market backdrop. 

Principal risks and uncertainties
 
Management acknowledges that there are risk factors which could impact the business. The risks under constant review include meeting customer requirements, finance, supply chain and market competition. 
The key approaches to managing the risks and uncertainties in the business are: 
 
Ensuring a customer-based focus, especially delivering on time and in full;
Delivering quality as standard. We focus upon meeting or exceeding customer requirements for product;
Fostering an environment of continuous improvement;
A “Right First-Time” expectation. This is critical to our efficiency requirements and;
Managing our People & Culture. This includes recognising the importance of diversity, inclusion, employee engagement, training and progression. 
 
In addition, there are financial risks, which can be divided into several key areas.

Credit risk to counterparties. This is mitigated by following an appropriate evaluation of credit worthiness. Most of our customers are substantial global entities.  
 
Foreign exchange risk, which results from fluctuations in purchasing and selling commitments. In addition to GBP, the Company buys products, invoices and holds cash in Chinese CNY, Euros and US Dollars. Whilst these risks are partly offset by natural hedges within the customer and supply base, non-GBP flows are monitored, with hedging applied where appropriate. 
 
Liquidity risk is mitigated by focusing on working capital management, and maintaining sufficient financing facilities to support trading. 
Page 1

 
CHEMIGRAPHIC (TOPCO) LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Corporate Social Responsibility (CSR) 
The Group recognises that it is accountable to many stakeholders. As a global manufacturer, we have a responsibility beyond our economics. We need to acknowledge our impact on employees, customers, the societies we work within and the environments we impact. This awareness drives the shape of our operating model, and how we seek to do business. 
Our CSR principles divide into several core areas:
 
Conduct & Ethics. This is building key relationships of trust across all our stakeholders. 
Diversity and Inclusion. We need to ensure that every aspect of our employment and workplace reflects this culture.  
Safety, which needs to be paramount in everything we do. 
Environmental Impact. This includes reducing the direct consequences of our operations, minimizing waste, improving longevity and decreasing obsolescence. We are working with an external agency to map our path to carbon neutrality.

Financial key performance indicators
 

2024
2023

£000s
£000s
Revenue
24,600
25,773
Gross Profit
7,001
7,122
Gross Profit %
28.5%
27.6%
Adjusted EBITDA (Note 31)
2,473
2,659
Adjusted EBITDA %
10.1%
10.3%
Financing
2,202
5,440

Revenue has reduced marginally in the current year largely due to the timing of an expected program for one of our partners, which moved into 2025. 
The gross profit percentage has increased from 27.6% to 28.5%, with contributing factors including improved production efficiency and delivered supply chain initiatives. 
As the Company seeks to prepare for the forthcoming year, the average number of employees increased from 149 to 160. 
The Group repaid £3.2m of borrowing, reducing outstanding finance from £5.4m to £2.2m. This has reduced the Companies underlying leverage to under one times adjusted EBITDA, even after the capital equipment investments that have been undertaken. Cash on hand increased from £0.2m to £0.7m.
The Group continues to focus on achieving growth in existing sectors, investing in both its UK and Chinese operations.  The Group has doubled production capacity in China during the year. There have also been substantial recent UK based investments in equipment for Optical Inspection, Pick-by-light, Robotic Soldering, flow solder, and Reflow. 
The Group differentiates itself through its value-add services and capacity to provide more complex bespoke product builds.  These necessitate increasingly demanding regulatory and customer requirements, especially within the medical and security sectors. The Company also seeks, where appropriate, to adopt a worldwide supply approach through its different global locations. 
Accordingly, our customers expect the highest standards of accreditation, which we maintain across ISO 9001, 13485, 14001 & 27001.
 
Page 2

 
CHEMIGRAPHIC (TOPCO) LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

The Company can support its customers across a number of areas of product realisation, including: 
 
Prototyping and new product innovation;
Supply chain & life cycle management; 
Product assembly manufacturing;
Component risk analysis; 
Off AVL; 
Service or Repair; and
Materials sourcing & procurement. 

The Group, like much of the industry, continues to work within a competitive landscape, but also within a constantly evolving marketplace. The Company recognizes its customers are currently seeking to adjust their working capital to a more normalized level following the well-documented global supply chain disruptions of recent years. 


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



C Wootton
Director

Date: 3 February 2025

Page 3

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

The directors present their report and the financial statements for the year ended 30 September 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgements 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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The main activity of the Group during the year was to contribute to the Electronic Manufacturing Services industry by providing product design, manufacturing, testing and after-market support services to our global customers. Our primary focus is the mid volume segment.  
We are a manufacturing service provider to various brand owners, providing global solutions varying from printed circuit board assemblies through to builds of complex finished products. 

Results and dividends

The profit for the year, after taxation, amounted to £740,000 (2023 - £181,000).

The directors did not recommend the payment of dividend in the year (2023: £Nil).

Directors

The directors who served during the year were:

G Anderson 
K J Docherty (resigned 31 May 2024)
C Wootton 
J V Arrowsmith 
S D Miller (appointed 1 July 2024)

Page 4

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Future developments

The Group maintained a consistent EBITDA as compared to prior year with improving gross margin performance, reduced levels of borrowing and increased cash on hand. The revenue was underpinned by a strong contribution from our core strategic global accounts, supported with development capital expenditure to prepare the business for the medium term. 
Chemigraphic continued to invest in its mainland China facility, doubling its operational footprint. This capacity allows us to service our global customers and provides a robust platform for further growth across the regions in which we operate. Our UK and Chinese facilities continue to support our strategic customers. 
The Group is well placed to deliver new business over the coming period and to effectively service its Medical, Cyber Security and Industrial market sectors. 

Going concern

The Directors have, at the time of approving the financial statements, a reasonable expectation that Chemigraphic (Topco) Limited has adequate resources to continue in operational existence for the foreseeable future, hence they continue to adopt the going concern basis of accounting in preparing financial statements. 
The net liabilities of the Group on 30 September 2024 were £7.8m (2023: £7.1m). The net liability position includes loan notes with a carrying value of £11.7m (2023: £10.6m) owed to the ultimate owners. The loan notes were originally used to fund the acquisition of the subsidiary undertaking, Chemigraphic Limited, in 2019. 
Chemigraphic Group has prepared detailed forecasts and projections up to 31 January 2026 which covers at least 12 months from the date of approval of the financial statements. The assumptions used in preparing these forecasts consider downside risks. 
The Directors have taken into consideration the current economic conditions and note that there is uncertainty in the global economy. There are however order book and customer forecasts covering the budgeted period of the next financial year. Following a refinance, which completed on the 14th January 2025, the Group now has receivable finance and loan facilities with a three year term, expiring in 2028. The business also retains an existing loan which is repayable by instalments over the period to 2026. The Company has complied with its banking covenants. The Group has also received a confirmation from NVM Private Equity LLP that they will not seek repayment of their loan notes until after 5 June 2026.
The Directors have concluded that the Group has adequate resources to continue for the foreseeable future. As such, they therefore continue to adopt the going concern basis of accounting in preparing the annual financial statements

Matters covered in the Group strategic report

In accordance with section 414 of the Companies Act 2006 (Strategic Report and Directors' Report Regulations 2013), the Company has chosen to include certain information in the Strategic Report. The information covers the business review, future developments and principal risks and uncertainties.

Page 5

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Disclosure of information to auditor

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 and the Group's auditor is 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 and the Group's auditor is aware of that information.

Post balance sheet events

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

Independent auditor

The auditor, MHAwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





C Wootton
Director

Date: 3 February 2025

Page 6

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CHEMIGRAPHIC (TOPCO) LIMITED
 

Opinion


We have audited the financial statements of Chemigraphic (Topco) Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 September 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company 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 Group's and of the parent Company's affairs as at 30 September 2024 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group 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 Group's or the 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.


Page 7

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CHEMIGRAPHIC (TOPCO) LIMITED (CONTINUED)


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 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 Group 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 Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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.


Page 8

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CHEMIGRAPHIC (TOPCO) LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 4, 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 Group's and 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Auditor's responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group 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;
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;
Reviewing minutes of meetings of those charged with governance; and
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.


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 Auditor's report.


Page 9

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CHEMIGRAPHIC (TOPCO) 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 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.





David Boosey BA(Hons) FCA (Senior Statutory Auditor)
for and on behalf of
MHA
Statutory Auditors
Reigate, United Kingdom

3 February 2025
MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered number OC312313).
Page 10

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2024
2023
Note
£000
£000

  

Turnover
 4 
24,600
25,773

Cost of sales
  
(17,599)
(18,651)

Gross profit
  
7,001
7,122

Administrative expenses
  
(6,010)
(5,288)

Other operating income
 5 
240
49

Operating profit
 6 
1,231
1,883

Interest payable and similar expenses
 10 
(1,725)
(1,702)

(Loss)/profit before taxation
  
(494)
181

Tax on (loss)/profit
 11 
(179)
-

(Loss)/profit for the financial year
  
(673)
181

  

Currency translation difference
  
20
(69)

Other comprehensive income for the year
  
20
(69)

Total comprehensive income for the year
  
(653)
112

(Loss)/profit for the year attributable to:
  

Owners of the parent Company
  
(673)
181

  
(673)
181

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

The notes on pages 19 to 45 form part of these financial statements.

Page 11

 
CHEMIGRAPHIC (TOPCO) LIMITED
REGISTERED NUMBER: 12026472

CONSOLIDATED BALANCE SHEET
AS AT 30 SEPTEMBER 2024

2024
2023
Note
£000
£000

Fixed assets
  

Intangible assets
 13 
1,896
2,292

Tangible assets
 14 
605
400

Investments
 15 
-
1

  
2,501
2,693

Current assets
  

Stocks
 16 
4,418
6,568

Debtors: amounts falling due within one year
 17 
4,416
4,776

Cash at bank and in hand
 18 
718
186

  
9,552
11,530

Creditors: amounts falling due within one year
 19 
(7,367)
(5,551)

Net current assets
  
 
 
2,185
 
 
5,979

Total assets less current liabilities
  
4,686
8,672

Creditors: amounts falling due after more than one year
 20 
(12,088)
(15,602)

Provisions for liabilities
  

Deferred tax
  
(7)
-

Other provisions
 23 
(308)
(135)

  
 
 
(315)
 
 
(135)

Net liabilities
  
(7,717)
(7,065)


Capital and reserves
  

Called up share capital 
 24 
100
99

Foreign exchange reserve
 25 
6
(14)

Profit and loss account
 25 
(7,823)
(7,150)

  
(7,717)
(7,065)


Page 12

 
CHEMIGRAPHIC (TOPCO) LIMITED
REGISTERED NUMBER: 12026472
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 30 SEPTEMBER 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




C Wootton
Director

Date: 3 February 2025

The notes on pages 19 to 45 form part of these financial statements.

Page 13

 
CHEMIGRAPHIC (TOPCO) LIMITED
REGISTERED NUMBER: 12026472

COMPANY BALANCE SHEET
AS AT 30 SEPTEMBER 2024

2024
2023
Note
£000
£000

  

Current assets
  

Debtors: amounts falling due after more than one year
 17 
61
57

Debtors: amounts falling due within one year
 17 
-
121

  
61
178

Creditors: amounts falling due within one year
 19 
(146)
-

  

Creditors: amounts falling due after more than one year
 20 
(111)
(104)

  

Net (liabilities)/assets
  
(196)
74


Capital and reserves
  

Called up share capital 
 24 
100
99

Profit and loss account brought forward
  
(25)
(14)

Loss for the year
  
(271)
(11)

Profit and loss account carried forward
  
(296)
(25)

  
(196)
74


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


C Wootton
Director

Date: 3 February 2025

The notes on pages 19 to 45 form part of these financial statements.

Page 14

 
CHEMIGRAPHIC (TOPCO) LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024


Called up share capital
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£000
£000
£000
£000
£000


At 1 October 2022
94
55
(7,331)
(7,182)
(7,182)


Comprehensive income for the year

Profit for the year
-
-
181
181
181

Currency translation differences
-
(69)
-
(69)
(69)
Total comprehensive income for the year
-
(69)
181
112
112


Contributions by and distributions to owners

Shares issued during the year
5
-
-
5
5



At 1 October 2023
99
(14)
(7,150)
(7,065)
(7,065)


Comprehensive income for the year

Loss for the year
-
-
(673)
(673)
(673)

Currency translation differences
-
20
-
20
20
Total comprehensive income for the year
-
20
(673)
(653)
(653)


Contributions by and distributions to owners

Shares issued during the year
1
-
-
1
1


At 30 September 2024
100
6
(7,823)
(7,717)
(7,717)


The notes on pages 19 to 45 form part of these financial statements.

Page 15

 
CHEMIGRAPHIC (TOPCO) LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024


Called up share capital
Profit and loss account
Total equity

£000
£000
£000


At 1 October 2022
94
(14)
80


Comprehensive income for the year

Loss for the year
-
(11)
(11)


Contributions by and distributions to owners

Shares issued during the year
5
-
5



At 1 October 2023
99
(25)
74


Comprehensive loss for the year

Loss for the year
-
(271)
(271)


Contributions by and distributions to owners

Shares issued during the year
1
-
1


At 30 September 2024
100
(296)
(196)


The notes on pages 19 to 45 form part of these financial statements.

Page 16

 
CHEMIGRAPHIC (TOPCO) LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2024
2023
£000
£000

Cash flows from operating activities

(Loss)/profit for the financial year
(673)
181

Adjustments for:

Amortisation of intangible assets
399
401

Depreciation of tangible assets
222
358

Loss on disposal of tangible assets
-
(8)

Interest expense
1,725
1,710

Taxation charge
179
-

Decrease/(increase) in stocks
2,150
(288)

Decrease/(increase) in debtors
360
(509)

Increase/(decrease) in creditors
451
(1,063)

Increase in provisions
173
22

Corporation tax (paid)/received
(172)
-

Foreign currency translation
34
(69)

P/L on disposal of investment property
1
-

Net cash generated from operating activities

4,849
735


Cash flows from investing activities

Purchase of intangible fixed assets
(4)
(2)

Purchase of tangible fixed assets
(440)
(240)

Proceeds from sales of tangible fixed assets
-
42

Net cash from investing activities

(444)
(200)
Page 17

 
CHEMIGRAPHIC (TOPCO) LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024


2024
2023

£000
£000



Cash flows from financing activities

Issue of ordinary shares
1
5

Repayments of long term loans and other loans
(3,239)
(627)

Interest paid
(635)
(660)

Proceeds of invoice discounting facility
-
671

Net cash used in financing activities
(3,873)
(611)

Net increase/(decrease) in cash and cash equivalents
532
(76)

Cash and cash equivalents at beginning of year
186
262

Cash and cash equivalents at the end of year
718
186


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
718
186

718
186


Page 18

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

1.


General information

Chemigraphic (Topco) Limited (the "Company") is a private company limited by shares and incorporated in England and Wales. Its registered head office is located at Unit A2 The Fleming Centre, Fleming way, Crawley, West Sussex, RH10 9NF.
The principal activity of Chemigraphic (Topco) Limited and its subsidiary undertakings (the "Group") was the manufacture of electronic products and systems for various brand owners. The principal activity of the parent company is that of a holding company.

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 Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements.

Parent Company disclosure exemptions

In preparing the separate financial statements of the parent Company, advantage has been taken of the following disclosure exemptions available in FRS 102:
No Statement of cash flows has been presented for the parent Company;
Disclosures in respect of the parent Company's financial instruments have not been presented as equivalent disclosures have been provided in respect of the Company as a whole; and
No disclosures have been given for the aggregate remuneration of the key management personnel of the parent Company as their remuneration is included in the totals for the Company as a whole.

The following principal accounting policies have been applied:

Page 19

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Parent Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Chemigraphic (Topco) Limited as at 30 September 2024 and these financial statements may be obtained from Unit A2 The Fleming Centre, Fleming Way, Crawley, West Sussex, RH10 9NF.

 
2.3

Basis of consolidation

The consolidated financial statements present the results of the Group as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102.

Page 20

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.4

Going concern


The Directors have, at the time of approving the financial statements, a reasonable expectation that Chemigraphic (Topco) Limited has adequate resources to continue in operational existence for the foreseeable future, hence they continue to adopt the going concern basis of accounting in preparing financial statements. 
The net liabilities of the Group on 30 September 2024 were £7.8 (2023: £7.1m). The net liability position includes loan notes with a carrying value of £11.7m (2023: £10.6m) owed to the ultimate owners. The loan notes were originally used to fund the acquisition of the subsidiary undertaking, Chemigraphic Limited, in 2019. 
Chemigraphic Group has prepared detailed forecasts and projections up to 31 January 2026 which covers at least 12 months from the date of approval of the financial statements. The assumptions used in preparing these forecasts consider downside risks. 
The Directors have taken into consideration the current economic conditions and note that there is uncertainty in the global economy. There are however order book and customer forecasts covering the budgeted period of the next financial year. Following a refinance, which completed on the 14th January 2025, the Group now has receivable finance and loan facilities with a three year term, expiring in 2028. The business also retains an existing loan which is repayable by instalments over the period to 2026. The Company has complied with its banking covenants. The Group has also received a confirmation from NVM Private Equity LLP that they will not seek repayment of their loan notes until after 5 June 2026.
The Directors have concluded that the Group has adequate resources to continue for the foreseeable future. As such, they therefore continue to adopt the going concern basis of accounting in preparing the annual financial statements

Page 21

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP, rounded to the nearest thousand pound.

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 Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'administrative expenses'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 22

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.6

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 Group has transferred the significant risks and rewards of ownership to the buyer;
the Group 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 Group 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.

This is usually at the point the goods are despatched to the customers.

 
2.7

Operating leases: the Group 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.

 
2.8

Leased assets: the Group as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.9

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to the Kickstart Scheme are recognised based on cash payments received.
Grants are included within 'Other operating income' in the Statement of comprehensive income in the same period as the related expenditure. Grant income are not deducted from the related expense. The deferred element of grants is included in creditors as deferred income.

Page 23

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.10

Finance costs

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

 
2.11

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.12

Pensions

Defined contribution pension plan

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

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

 
2.13

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 balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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 balance sheet date.


Page 24

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

  
2.14

Business combination

Business combinations are accounted for by applying the purchase method. The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination.
On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities.
Goodwill recognised represents the excess of the fair value and directly attributable costs of the purchase consideration over the fair values to the Group's interest in the identifiable net assets, liabilities and contingent liabilities acquired. On acquisition, goodwill is allocated to cash-generating units ('CGU's') that are expected to benefit from the combination.

 
2.15

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence. Management consider that these items should be disclosed separately to enable full understanding of the operating results.

Page 25

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.16

Intangible assets

Goodwill

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

Other intangible assets

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

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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

 The estimated useful lives range as follows:

Software development
-
10
years
Goodwill
-
10
years

 
2.17

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.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Page 26

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)


2.17
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.

The estimated useful lives range as follows:

Short-term leasehold property
-
3
years
Plant and machinery
-
4
years
Fixtures and fittings
-
5
years
Computer equipment
-
5
years

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

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

 
2.18

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.19

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

 
2.20

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.

 
2.21

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 Consolidated 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 Group's cash management.

Page 27

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.22

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.

  
2.23

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 balance sheet 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 Balance sheet.

 
2.24

Financial instruments

The Group 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 Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Page 28

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)


2.24
Financial instruments (continued)

Financial liabilities

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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

When preparing the financial statements, management makes a number of judgements, estimates and assumption about the recognition and measurement of expenses, assets and liabilities. The Directors concluded that there are no key judgements in applying the Group accounting policies.
Estimation uncertainty
Stocks
Management estimates the level of provisioning required and net realisable values of inventories, taking into account the most reliable evidence available at each reporting date. The future realisation of stocks may be affected by market-driven changes that may reduce future selling prices. The stock value in the financial statements is included net of a provision of £850,546 (2023: £1,492,000).
Impairment of investments
When preparing the financial statements, management estimated the recoverable amount of the carrying value of the investments using a discounted rate of 12.20%. Cash flow forecasts are derived from the budget approved by the Board. Cash flows beyond FY25 are not extrapolated for growth. The risk adjusted pre-tax discount rate was calculated by reference to the weighted average cost of capital.
Impairment testing is dependent on estimates and judgements, particularly as they relate to the forecasting of future cash flows. An impairment would occur if the discount rate was significantly increased, or sales reduced by 15%.

Page 29

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

4.


Turnover

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


2024
2023
£000
£000

Sale of goods
24,600
25,773

24,600
25,773


Analysis of turnover by country of destination:

2024
2023
£000
£000

United Kingdom
7,748
12,004

Rest of Europe
15,671
12,350

United States
125
137

Rest of World
1,056
1,282

24,600
25,773



5.


Other operating income

2024
2023
£000
£000

Other operating income
240
49

240
49



6.


Operating profit

The operating profit is stated after charging:

2024
2023
£000
£000

Operating lease costs
478
448

Depreciation on fixed assets
222
358

Amortisation of intangible assets
399
401

Foreign exchange gain/(loss)
36
(217)

Gain on disposal of fixed assets
-
(8)

Page 30

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

7.


Auditor's remuneration

2024
2023
£000
£000

Fees payable to the Company's auditor and its associates for the audit of the Group's annual financial statements

15
14

Fees payable to the Company's auditor in respect of:

Fees payable to the Group's auditor and its associates of the audit of the subsidiary undertakings financial statements
63
60

Taxation compliance services
11
11

Other services relating to taxation
18
17


8.


Employees

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


Group
Group
Company
Company
2024
2023
2024
2023
£000
£000
£000
£000


Wages and salaries
4,594
4,401
259
-

Social security costs
656
564
-
-

Cost of defined contribution scheme
88
82
8
-

5,338
5,047
267
-


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


        2024
        2023
            No.
            No.







Administration
63
52



Production and assembly
97
97

160
149

The Company has no employees other than the director, who did not receive any remuneration (2023 - £NIL)
Page 31

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

9.


Directors' remuneration

2024
2023
£000
£000

Directors' emoluments
689
344

Group contributions to defined contribution pension schemes
23
15

712
359


During the year retirement benefits were accruing to 1 director (2023 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £155,000 (2023 - £162,000).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £15,000 (2023 - £16,000).


10.


Interest payable and similar expenses

2024
2023
£000
£000


Bank interest payable
-
23

Other loan interest payable
1,150
1,045

Other interest payable
575
634

1,725
1,702

Bank and other finance charges included interests and other charges on the Group's invoicing facilities and amortisation of transaction costs incurred on borrowings.

Page 32

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

11.


Taxation


2024
2023
£000
£000

Corporation tax


Current tax on profits for the year
173
-

Adjustments in respect of previous periods
(1)
-


172
-


Total current tax
172
-

Deferred tax


Origination and reversal of timing differences
7
-

Total deferred tax
7
-


Tax on (loss)/profit
179
-

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 22.0082%). The differences are explained below:

2024
2023
£000
£000


(Loss)/profit on ordinary activities before tax
(494)
181


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 22.0082%)
(124)
40

Effects of:


Expenses not deductible for tax purposes
76
290

Adjustments to tax charge in respect of prior periods
(1)
-

Deferred tax not recognised
327
(253)

Remeasurement of deferred tax for changes in tax rates
-
(43)

Other movements
(99)
(34)

Total tax charge for the year
179
-

Page 33

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

12.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The loss after tax of the parent Company for the year was £3,000 (2023 - loss £11,000).


13.


Intangible assets

Group





Computer software
Goodwill
Total

£000
£000
£000



Cost


At 1 October 2023
827
3,153
3,980


Additions
4
-
4


Foreign exchange movement
(4)
-
(4)



At 30 September 2024

827
3,153
3,980



Amortisation


At 1 October 2023
347
1,341
1,688


Charge for the year on owned assets
84
315
399


Foreign exchange movement
(3)
-
(3)



At 30 September 2024

428
1,656
2,084



Net book value



At 30 September 2024
399
1,497
1,896



At 30 September 2023
480
1,812
2,292


Software development comprise the Group's ERP system, IFS. The intangible asset has a remaining amortisation period of 4.5 years (2023: 5.5 years).
Amortisation on intangible assets is charged to administrative expenses.
Company
The Company has no intangible assets. All of the Group's intangible fixed assets are held in the subsidiary undertakings.


Page 34

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

14.


Tangible fixed assets

Group






Short-term leasehold property
Plant and machinery
Fixtures and fittings
Computer equipment
Total

£000
£000
£000
£000
£000



Cost or valuation


At 1 October 2023
422
1,535
108
150
2,215


Additions
92
315
20
13
440


Exchange adjustments
(28)
(47)
2
(2)
(75)



At 30 September 2024

486
1,803
130
161
2,580



Depreciation


At 1 October 2023
383
1,225
86
121
1,815


Charge for the year on owned assets
31
163
12
16
222


Exchange adjustments
(29)
(31)
(1)
(1)
(62)



At 30 September 2024

385
1,357
97
136
1,975



Net book value



At 30 September 2024
101
446
33
25
605



At 30 September 2023
39
310
22
29
400

Company
The Company has no tangible fixed assets. All of the Group's tangible fixed assets are held in the subsidiary undertakings.

Page 35

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

15.


Fixed asset investments

Group





Other investments

£000





At 1 October 2023
1


Disposals
(1)



At 30 September 2024
-




Other investments are listed with purchase cost of £806. As at 30 September 2024, these investments had a market value of £Nil (2023: 896). The Group did not recognise any gain or loss on charges in fair value as the directors of the opinion that the impact is not material to the financial statements.

Company




The Company holds investments with carrying value of £1 at 30 September 2024 (2023: £1).










Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Chemigraphic (BidCo) Limited
Unit A2 The Fleming Centre, Flemingway, Crawley, RH10 9NF
Holding company
Ordinary
100%

Page 36

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Chemigraphic Limited*
Unit A2 The Fleming Centre, Flemingway, Crawley RH10 9NF
Manufacturing
Ordinary
100%
CRS Electronics Limited**
Unit A2 The Fleming Centre, Flemingway, Crawley RH10 9NF
Dormant
Ordinary
100%
Chemigraphic HK Limited**
Suites 1701-02A, 17F., 625 Kings Road, North Point, Hong Kong
Holding company
Ordinary
100%
Chemigraphic (Tianjin) Electronic Co., Ltd***
Floor 1 and 2, Building 2, International Medical Equipment Industrial Park, No. 16 on Wuwei Road, Tianjin Dongli Economic and Technological Development Zone, China
Manufacturing
Ordinary
100%

*Subsidiary through Chemigraphic (BidCo) Limited
**Subsidiary through Chemigraphic Limited
***Subsidiary through Chemigraphic (HK) Limited


16.


Stocks

Group
Group
2024
2023
£000
£000

Raw materials and consumables
3,316
4,730

Work in progress (goods to be sold)
447
544

Finished goods and goods for resale
655
1,294

4,418
6,568


The difference between purchase price or production cost of stocks and their replacement cost is not material.

The carrying value of stocks are stated net of impairment losses totalling £1,093,569 (2023 - £1,492,000). Impairment losses totalling £356,983 (2023 - £300,000) were recognised in profit and loss.

Page 37

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

17.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£000
£000
£000
£000

Due after more than one year

Amounts owed by group undertakings
-
-
61
57

-
-
61
57


Amounts owed by group undertakings represent a loan note with original principal amounts of £40,000. The loan note is unsecured, repayable by September 2024 and subject to an interest of 10% per annum. The carrying value at year end included accrued interest of £21,000 (2023: £17,000).

Group
Group
Company
Company
2024
2023
2024
2023
£000
£000
£000
£000

Due within one year

Trade debtors
3,980
4,237
-
-

Amounts owed by group undertakings
-
-
-
121

Other debtors
13
69
-
-

Prepayments and accrued income
423
470
-
-

4,416
4,776
-
121


Trade debtors is net of an impairment provision of £53,000 (2023: £12,000).
Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayments and are repayable on demand.


18.


Cash and cash equivalents

Group
Group
2024
2023
£000
£000

Cash at bank and in hand
718
186

718
186


Page 38

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£000
£000
£000
£000

Bank loans (note 21)
1,827
462
-
-

Trade creditors
3,359
3,046
-
-

Amounts owed to group undertakings
-
-
146
-

Other taxation and social security
256
184
-
-

Other creditors
12
-
-
-

Accruals and deferred income
1,913
1,859
-
-

7,367
5,551
146
-



20.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2024
2023
2024
2023
£000
£000
£000
£000

Bank loans (note 21)
375
4,979
-
-

Other loans (note 21)
11,713
10,623
111
104

12,088
15,602
111
104



Page 39

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

21.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2024
2023
2024
2023
£000
£000
£000
£000

Amounts falling due within one year

Bank loans
1,827
462
-
-


1,827
462
-
-

Amounts falling due 1-2 years

Bank loans
375
4,604
-
-


375
4,604
-
-

Amounts falling due 2-5 years

Bank loans
-
375
-
-

Other loans
11,713
10,623
111
104


11,713
10,998
111
104


13,915
16,064
111
104


Page 40

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
 
21.Loans (continued)

Group
As at the year end, the Group had receivable financing and inventory loan facilities with a total credit limit of £7m. In January 2025, the maturity date of these facilities was extended to 2028, and the total credit limit was extended to £9.5m. Included within the refinance is an existing loan facility, which at the year-end was £0.8m and which remains repayable in instalments up until August 2026. The loan facilities carry interest ranging from 2.5% to 6.25%. The facilities are secured by fixed and floating charges over all assets of the Company and its group undertakings. At 30 September 2024, the carrying value was £2,202,300 (2023: £5,440,348).
In prior years, the Group issued loan notes with original principal amounts of £6,872,000 to the controlling party, NVM Private Equity LLP, and £75,000 to shareholders. Interest is charged at 10% per annum. The loan notes are secured by floating charges on all assets of the Group but are subordinate to the bank loans. The Company also received a confirmation from NVM Private Equity LLP that they will not seek repayment of their loan notes until after 30 June 2026. The carrying value and interest as at 30 September 2024 was £11,602,000 and £111,000 (2023: £10,493,000 and £104,000) respectively. These amounts included accrued interest of £4,730,000 and £37,000 (£3,621,000 and £29,000), respectively. At 30 September 2024, the carrying value of the loan notes issued to the controlling party was net of unamortised transaction costs of £Nil (2023: £31,000). 
Company
The parent Company issued loan notes with original principal amount of £75,000 to certain shareholders. Interest is charged at 10% per annum. The loan notes are secured by floating charges on all assets of the parent Company and its subsidiary undertaking but are subordinate to the bank loans of the Group. The loan notes are repayable by July 2024. The carrying value as at 30 September 2024 included accrued interest of £37,000 (2023: £29,000).


22.


Deferred taxation


Group



2024


£000






Charged to profit or loss
(7)



At end of year
(7)

Page 41

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
 
22.Deferred taxation (continued)

Company


2024






At end of year
-

Group
2024
£000

Accelerated capital allowances
(44)

Other short term timing differences
37

(7)


23.


Provisions


Group



Other provision

£000





At 1 October 2023
135


Charged to profit or loss
173



At 30 September 2024
308

Other provision is recognised for future repairs of the Group's factory in Crawley, United Kingdom payable under the terms of the lease. The provision for dilapidations is expected to be fully utilised upon the expiry of the lease contract in December 2025.
The Company had no provisions at 30 September 2024 and 2023.

Page 42

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

24.


Share capital

2024
2023
£000
£000
Allotted, called up and fully paid



70,005 (2023 - 70,005) Ordinary A shares of £1.00 each
70
70
285 (2023 - 285) Ordinary B shares of £1.00 each
-
-
15,200 (2023 - 15,200) Ordinary C1 shares of £1.00 each
15
15
13,200 (2023 - 8,100) Ordinary C2 shares of £1.00 each
15
14

100

99


The A ordinary shares, B ordinary shares and C1 ordinary shares carry the right to vote, on the basis of one vote for every ordinary share, and to receive dividends. The C2 ordinary shares, do not carry the right to vote nor to receive dividends.


25.


Reserves

Foreign exchange reserve

Comprises translation differences arising form the transition of financial statements of the Group's foreign entities into Sterling (£).

Profit and loss account

Includes all current and prior period retained profits and losses.

26.


Analysis of net debt




At 1 October 2023
Cash flows
At 30 September 2024
£000

£000

£000

Cash at bank and in hand

186

532

718

Bank loans

(5,441)

3,239

(2,202)

Loan notes

(10,623)

(1,090)

(11,713)


(15,878)
2,681
(13,197)

Page 43

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

27.


Pension commitments

Defined contribution plans
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund. 
The total expense relating to these plans in the current year was £88,000 (2023: £82,000). Contributions totalling £17,000 (2023: £16,000) were payable to the fund at year end.


28.


Commitments under operating leases

At 30 September 2024, the Group  had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£000
£000

Not later than 1 year
502,696
434,000

Later than 1 year and not later than 5 years
135,828
596,000

638,524
1,030,000

The Company had no commitments under non-cancellable operating leases at the reporting date.


29.


Related party transactions

The Group has taken advantage of the exemption contained within FRS 102 from disclosing transactions with other wholly owned members of the Group.
In prior years, the Group issued loan notes with face values totalling £6,947,000 to shareholders (NVM Private Equity LLP - £6,872,000 and other shareholders, Geraint Anderson - £47,000, and Chris Wootton - £28,000). Total accrued interest of £1,116,000 (2023: £908,000) was recognised in the year. At 30 September 2023, the loan notes had carrying values of £11,713,000 (2023: £10,597,000) including accrued interest and net of unamortised transaction costs. Refer to Note 21 for the details.
The key management personnel of the Company are considered to be the directors. The directors' remuneration are disclosed in Note 9. The administrative expenses included fees of £75,000 (2023: £123,710) for services provided in the period by NVM Private Equity LLP and the non-executive director. 
During the year the Group traded with a company related by way of common investors. The Group made purchases of £1,772 (2023: £Nil) and sales of £306,362 (2023: £49,904) and at the year end, the outstanding balances for Creditors were £1,559 (2023: £Nil) and Debtors were £49,513 (2023: £20,712).

Page 44

 
CHEMIGRAPHIC (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

30.


Controlling party

The smallest and largest group to prepare consolidated financial statements is Chemigraphic (Topco) Limited.
The Company's immediate parent company is NVM III GP LLP. The ultimate parent undertaking and controlling party is NVM Private Equity LLP.


31.


Adjusted EBITDA and exceptional costs

2024
2023
£000
£000



Profit/(loss) for the financial period
(512)
181

Interest payable and similar charges
1,725
1,702

Depreciation on fixed assets
222
358

Amortisation on intangible assets
399
401

Foreign exchange (profit)/loss
36
(217)

Exceptional costs (see below)
362
61

Miscellaneous costs
241
173

2,473
2,659

Other miscellaneous costs relate to non-executive fees.
An analysis of exceptional costs included in cost of sales and administrative expenses in the period is below:

2024
2023
£000
£000



Transaction costs
362
61

362
61

Exceptional costs are those that are unusual because of their size, nature and incidence and are deemed one-off significant costs. The directors consider that these items should be disclosed separately to enable a full understanding of the operating results. The transaction costs relate to the update of the loan agreement with the bank in relation to the introduction of a revolver loan facility.

Page 45