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Registered number: 12308704














ICP INDUSTRIAL EUROPE LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

 
ICP INDUSTRIAL EUROPE LIMITED
 
 
COMPANY INFORMATION


Director
F J Sonnemans 




Registered number
12308704



Registered office
5 Elstree Gate
Elstree way

Borehamwood

Hertfordshire

WD6 1JD




Independent auditors
Sopher + Co LLP
Chartered Accountants & Statutory Auditors

5 Elstree Gate

Elstree Way

Borehamwood

Hertfordshire

WD6 1JD





 
ICP INDUSTRIAL EUROPE LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1
Director's Report
 
2 - 3
Independent Auditors' Report
 
4 - 7
Consolidated Statement of Comprehensive Income
 
8
Consolidated Statement of Financial Position
 
9
Company Statement of Financial Position
 
10
Consolidated Statement of Changes in Equity
 
11
Company Statement of Changes in Equity
 
12
Consolidated Statement of Cash Flows
 
13 - 14
Notes to the Financial Statements
 
15 - 33


 
ICP INDUSTRIAL EUROPE LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present the strategic report of ICP Industrial Europe Limited ("the Company") and its subsidiaries (together "the Group") for the year ended 31 December 2023.

Business review
 
The Group principal activity is the manufacture of functional coatings used in the production of printed articles.
At the reporting date, Group turnover for the year was  £22,319,567 (2022 -  £26,767,483) with a gross profit margin of 27% (2022 - 22%). 

Principal risks and uncertainties
 
The Group's operations are exposed to a variety of financial risks that include the effects of movements in exchange rates, credit risks and liquidity risk.

Financial key performance indicators
 
The continued success and sustainability of the Group will be determined significantly by the ability to continue to grow revenues more than its costs. Therefore the level of turnover, year on year growth and gross profit margins are key performance indicators (KPIs).
The Group’s KPIs for this period are stated above under “Business review”.

Other key performance indicators
 
The directors believe there are numerous non-financial performance indicators, but none are individually key to assessing the overall performance of the Group.


This report was approved by the board on 21 March 2025 and signed on its behalf.



F J Sonnemans
Director

Page 1

 
ICP INDUSTRIAL EUROPE LIMITED
 
 
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The director presents his report and the financial statements for the year ended 31 December 2023.

Results and dividends

The loss for the year, after taxation, amounted to £12,981,938 (2022 - loss £4,291,814).

No ordinary dividends were paid. The director does not recommend payment of further dividend.

Directors

The directors who served during the year were:

F J Sonnemans 
D J Mattscheck (resigned 16 March 2023) 

Director's responsibilities statement

The director is responsible for preparing the Group Strategic Report, the Director's Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:


select suitable accounting policies for the Group'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 Group will continue in business.

The director is 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 him to ensure that the financial statements comply with the Companies Act 2006He is 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.

Future developments

The director considers the group is well placed and capitalised for future development.

Page 2

 
ICP INDUSTRIAL EUROPE LIMITED
 
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Disclosure of information to auditors

The director at the time when this Director's Report is approved has confirmed that:
 
so far as  is aware, there is no relevant audit information of which the company and the Group's auditors are unaware, and

 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 auditors are aware of that information.

Subsequent events

Details of post balance sheet events are given in note 29.

Auditors

Under section 487(2) of the Companies Act 2006Sopher + Co 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.

This report was approved by the board on 21 March 2025 and signed on its behalf.
 





F J Sonnemans
Director

Page 3

 
ICP INDUSTRIAL EUROPE LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ICP INDUSTRIAL EUROPE LIMITED
 

Opinion


We have audited the financial statements of ICP Industrial Europe Limited (the 'parent company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Group Statement of Comprehensive Income, the Group and company Statements of Financial Position, the Group Statement of Cash Flows, the Group and 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 31 December 2023 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 Auditors' 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 director's 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 director with respect to going concern are described in the relevant sections of this report.


Other information


The director is responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' Report thereon. 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.


Page 4

 
ICP INDUSTRIAL EUROPE LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ICP INDUSTRIAL EUROPE LIMITED (CONTINUED)

Other information (continued)
In connection with our audit of the financial statementsour 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 Director's 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 Director's 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 Director's 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 director's remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Director's Responsibilities Statement set out on page 2, the director is 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 director determines 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 director is 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 director either intends to liquidate the Group or the parent company or to cease operations, or have no realistic alternative but to do so.


Page 5

 
ICP INDUSTRIAL EUROPE LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ICP INDUSTRIAL EUROPE LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: 
 
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; 
we identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge and experience; 
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and 
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. 

We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: 
 
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; 
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and 
understanding the design of the Company’s remuneration policies. 

To address the risk of fraud through management bias and override of controls, we: 
 
Performed analytical procedures; 
tested journal entries to identify unusual transactions; 
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and 
investigated the rationale behind significant or unusual transactions. 

 
Page 6

 
ICP INDUSTRIAL EUROPE LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ICP INDUSTRIAL EUROPE LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements (continued)
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: 
 
agreeing financial statement disclosures to underlying supporting documentation;
enquiring of management as to actual and potential litigation and claims; and 
Reviewing correspondence with HMRC, relevant regulators and the Company’s legal advisors. 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. 
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Use of our report
 

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Martyn Atkinson FCA (Senior Statutory Auditor)
  
for and on behalf of
Sopher + Co LLP
 
Chartered Accountants
Statutory Auditors
  
5 Elstree Gate
Elstree Way
Borehamwood
Hertfordshire
WD6 1JD

21 March 2025
Page 7

 
ICP INDUSTRIAL EUROPE LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
22,319,567
26,767,483

Cost of sales
  
(16,311,538)
(20,855,583)

Gross profit
  
6,008,029
5,911,900

Distribution costs
  
(169,589)
(366,009)

Administrative expenses
  
(17,422,263)
(8,242,103)

Operating loss
 5 
(11,583,823)
(2,696,212)

Interest receivable and similar income
 9 
286,900
103,775

Interest payable and similar expenses
 10 
(1,442,662)
(1,361,576)

Loss before taxation
  
(12,739,585)
(3,954,013)

Tax on loss
 11 
(242,353)
(337,801)

Loss for the financial year
  
(12,981,938)
(4,291,814)

(Loss) for the year attributable to:
  

Owners of the parent company
  
(12,981,938)
(4,291,814)

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

The notes on pages 15 to 33 form part of these financial statements.

Page 8

 
ICP INDUSTRIAL EUROPE LIMITED
REGISTERED NUMBER:12308704

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 12 
3,236,539
17,108,568

Tangible assets
 13 
1,395,452
1,784,826

  
4,631,991
18,893,394

Current assets
  

Stocks
 15 
1,553,233
2,790,938

Debtors: amounts falling due within one year
 16 
7,590,046
5,720,263

Cash at bank and in hand
 17 
3,451,706
2,523,153

  
12,594,985
11,034,354

Current liabilities
  

Creditors: amounts falling due within one year
 18 
(22,902,564)
(1,965,046)

Net current (liabilities)/assets
  
 
 
(10,307,579)
 
 
9,069,308

Total assets less current liabilities
  
(5,675,588)
27,962,702

Creditors: amounts falling due after more than one year
 19 
-
(20,511,294)

Provisions for liabilities
  

Deferred Taxation
 22 
159,035
13,977

Net (liabilities)/assets
  
(5,516,553)
7,465,385


Capital and reserves
  

Called up share capital 
 23 
10,000
10,000

Share premium account
 24 
11,278,005
11,278,005

Other reserve
 24 
1,539,614
1,539,614

Profit and loss account
 24 
(18,344,172)
(5,362,234)

  
(5,516,553)
7,465,385


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 21 March 2025.


F J Sonnemans
Director

The notes on pages 15 to 33 form part of these financial statements.

Page 9

 
ICP INDUSTRIAL EUROPE LIMITED
REGISTERED NUMBER:12308704

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 14 
15,158,117
28,237,621

  

Creditors: amounts falling due within one year
 18 
(20,626,491)
-

Net current (liabilities)/assets
  
 
 
(20,626,491)
 
 
-

Total assets less current liabilities
  
(5,468,374)
28,237,621

  

Creditors: amounts falling due after more than one year
 19 
-
(20,511,294)

  

Net (liabilities)/assets
  
(5,468,374)
7,726,327


Capital and reserves
  

Called up share capital 
 23 
10,000
10,000

Share premium account
 24 
11,052,007
11,052,007

Other reserves
 24 
1,539,614
1,539,614

Profit and loss account carried forward
  
(18,069,995)
(4,875,294)

  
(5,468,374)
7,726,327


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 21 March 2025.


F J Sonnemans
Director

The notes on pages 15 to 33 form part of these financial statements.

Page 10

 
ICP INDUSTRIAL EUROPE LIMITED
 

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


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Equity attributable to owners of parent company

£
£
£
£
£


At 1 January 2022
10,000
11,278,005
1,539,614
(1,070,420)
11,757,199



Loss for the year
-
-
-
(4,291,814)
(4,291,814)



At 1 January 2023
10,000
11,278,005
1,539,614
(5,362,234)
7,465,385



Loss for the year
-
-
-
(12,981,938)
(12,981,938)


At 31 December 2023
10,000
11,278,005
1,539,614
(18,344,172)
(5,516,553)


The notes on pages 15 to 33 form part of these financial statements.

Page 11

 
ICP INDUSTRIAL EUROPE LIMITED
 

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


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

£
£
£
£
£


At 1 January 2022
10,000
11,052,007
1,539,614
(1,463,252)
11,138,369



Loss for the year
-
-
-
(3,412,042)
(3,412,042)



At 1 January 2023
10,000
11,052,007
1,539,614
(4,875,294)
7,726,327



Loss for the year
-
-
-
(13,194,701)
(13,194,701)


At 31 December 2023
10,000
11,052,007
1,539,614
(18,069,995)
(5,468,374)


The notes on pages 15 to 33 form part of these financial statements.

Page 12

 
ICP INDUSTRIAL EUROPE LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(12,981,938)
(4,291,814)

Adjustments for:

Amortisation of intangible assets
2,283,434
2,285,060

Impairment of intangible assets
11,582,239
-

Depreciation of tangible assets
210,189
248,544

Loss on disposal of tangible assets
214,642
168

Interest paid
1,442,662
1,361,576

Interest received
(286,900)
(103,775)

Taxation charge
242,353
94,433

Decrease in stocks
1,237,705
1,298,834

Decrease in debtors
432,853
819,586

Increase in amounts owed by groups
(2,240,443)
-

Increase/(decrease) in amounts owed to groups
36,551
(11,765)

Increase/(decrease) in creditors
8,374
(1,698,790)

Corporation tax paid
(183,502)
-

Foreign exchange
36,706
-

Net cash generated from operating activities

2,034,925
2,057


Cash flows from investing activities

Purchase of intangible fixed assets
(3,744)
-

Purchase of tangible fixed assets
(97,052)
(163,665)

Sale of tangible fixed assets
34,989
(1)

Interest received
286,900
103,775

Net cash from investing activities

221,093
(59,891)

Cash flows from financing activities

Other new loans
115,197
3,412,042

Interest paid
(1,442,662)
(1,361,576)

Net cash used in financing activities
(1,327,465)
2,050,466
Page 13

 
ICP INDUSTRIAL EUROPE LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


2023
2022

£
£



Net increase in cash and cash equivalents
928,553
1,992,632

Cash and cash equivalents at beginning of year
2,523,153
530,521

Cash and cash equivalents at the end of year
3,451,706
2,523,153


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
3,451,706
2,523,153

3,451,706
2,523,153


Page 14

 
ICP INDUSTRIAL EUROPE LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

ICP Industrial Europe Limited is a private limited company incorporated in England and Wales. The registered office of the company is 5 Elstree Gate, Elstree Way, Borehamwood, Hertfordshire, WD6 1JD.
The principal activity of the company is that of investment in subsidiaries.
The principal activity of the Group is the manufacture of functional coatings used in production of printed articles.

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 judgment 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.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("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 Statement of Financial Position, 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.

 
2.3

Going concern

The Company and Group made a loss in the year and at the reporting date had net current liabilities and net liabilities. After the reporting date, on 24 January 2024, ICP Industrial Inc. agreed to waive part of the debt it is owed by the company (see note 29). Following the debt waiver, the Company and Group returned to having net current assets and net assets. The directors are satisfied the Company and Group have sufficient assets to settle all liabilities as they fall due for at least 12 months after the date the date the accounts are approved.

 
2.4

Foreign currency translation

The company's functional and presentational currency is £ Sterling.
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
 
Page 15

 
ICP INDUSTRIAL EUROPE LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.4
Foreign currency translation (continued)

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.
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.

 
2.5

Turnover

Turnover represents the invoiced value, net of allowances and value added tax, of goods sold and licence fees received during the year. Turnover on goods sold is recognised on despatch to customer and licence fees are recognised on licensee production of licenced products.

 
2.6

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.

 
2.7

Interest income

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

 
2.8

Pensions

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

Page 16

 
ICP INDUSTRIAL EUROPE LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.9

Current and deferred taxation

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

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company 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 reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
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 reporting date.


 
2.10

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 which has been estimated as 9 and 1/3 years.

Other intangible assets

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

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

Page 17

 
ICP INDUSTRIAL EUROPE LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives on the following basis:

Freehold property
-
3% straight line
Long-term leasehold property
-
10% straight line
Plant and machinery
-
25% reducing balance
Motor vehicles
-
10-20% straight line
Fixtures and fittings
-
25% reducing balance
Office equipment
-
25% reducing balance
Computer equipment
-
25% straight line
Other fixed assets
-
25% reducing balance

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.

 
2.12

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. Assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 18

 
ICP INDUSTRIAL EUROPE LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.14

Stocks

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

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

 
2.15

Basic Financial instruments

The Group only enters into transactions that result in basic financial instruments such as trade and other debtors, trade and other creditors, cash at bank and in hand and loans with related parties.
Trade debtors, other debtors and loans to related parties are recognised intially at the transaction price less attributable transaction costs. Trade creditors, other creditors and loans from related parties are recognised initially at transaction price plus attributable transaction costs. Subsequently they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade and other debtors, and loans to related parties.
Cash is represented by cash in hand and deposits with financial institutions.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of accounting policies management is required to make judgments, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affect only that period, or in the period of the revision and future periods if the revision affects both current and future periods. 
The directos have made the following judgments:
a) Determining whether there are indicators of impairment of the Company's and Group's tangible and intangible assets. Factors taken into consideration include the economic viability and expected future financial performance of the assets.
The directors have made the following estimations:
a) Estimating the useful lives of tangible and intangible assets. Management reviews its estimate of useful lives at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technological obsolescence that may change the utility of certain assets.

Page 19

 
ICP INDUSTRIAL EUROPE LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

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


2023
2022
£
£

Sales of goods
22,319,567
26,683,864

Licensing fees
-
83,619

22,319,567
26,767,483


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
15,893,535
19,342,996

Rest of the world
6,426,032
7,424,487

22,319,567
26,767,483



5.


Operating loss

The operating loss is stated after charging:

2023
2022
£
£

Exchange differences
(1,059,948)
1,999,581

Depreciation of tangible fixed assets
210,189
248,544

Amortisation of intangible fixed assets
2,283,434
2,285,060

Impairment of intangible fixed assets
11,582,239
-


6.


Auditors' remuneration

2023
2022
£
£

Fees payable to auditor in respect of:


The audit of the Group's annual financial statements
14,400
23,000

The audit of subsidiary annual financial statements
50,313
41,928

All non-audit services not included above
10,563
-

Page 20

 
ICP INDUSTRIAL EUROPE LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Employees

Staff costs, including director's remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
2,233,272
2,081,280
-
-

Social security costs
307,573
334,913
-
-

Cost of defined contribution scheme
121,656
101,378
-
-

2,662,501
2,517,571
-
-


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



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Total
40
47
1
1


8.


Director's remuneration

The directors received no remuneration during the current or previous year.





9.


Interest receivable

2023
2022
£
£


Interest receivable from group companies
23,991
3,115

Other interest receivable
262,909
100,660

286,900
103,775

Page 21

 
ICP INDUSTRIAL EUROPE LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
-
233

Other loan interest payable
1,442,662
1,359,238

Loans from group undertakings
-
2,105

1,442,662
1,361,576


11.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
477,331
340,597

Adjustments in respect of previous periods
(89,920)
(2,367)

387,411
338,230

Foreign tax


Foreign tax on income for the year
-
413

Deferred tax


Origination and reversal of timing differences
(145,058)
(842)


Tax on loss
242,353
337,801
Page 22

 
ICP INDUSTRIAL EUROPE LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
11.Taxation (continued)


Factors affecting tax charge for the year

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

2023
2022
£
£


Loss on ordinary activities before tax
(12,739,585)
(3,954,013)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2022 - 19%)
(2,420,521)
(577,571)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
2,620,359
434,161

Expenses and credits not deductible for tax purposes
49,668
(821)

Depreciation for year in excess of capital allowances
4,314
(1,695)

Prior year adjustment
(89,920)
-

Unrelieved tax losses carried forward
85,376
474,596

Overseas tax
-
(413)

Difference in overseas tax rates for foreign subsidiaries
138,135
8,702

Deferred tax
(145,058)
842

Total tax charge for the year
242,353
337,801

Page 23

 
ICP INDUSTRIAL EUROPE LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
11.Taxation (continued)


Factors that may affect future tax charges

At the reporting date, the parent company had tax losses of £4,568,924 (2022 - £4,453,727) and subsidiary undertakings of the group had tax losses of £334,152 (2022 - £nil) available to carry forward and be utilised against future taxable trading profits. No deferred tax asset has been recognised in relation to these losses due to uncertainty over recovery.


12.


Intangible assets

Group 





Patents
Goodwill
Total

£
£
£



Cost


At 1 January 2023
162,127
22,608,509
22,770,636


Additions
-
3,744
3,744


Foreign exchange movement
-
(17,801)
(17,801)



At 31 December 2023

162,127
22,594,452
22,756,579



Amortisation


At 1 January 2023
162,127
5,499,941
5,662,068


Charge for the year on owned assets
-
2,283,434
2,283,434


Impairment charge
-
11,582,239
11,582,239


Foreign exchange movement
-
(7,701)
(7,701)



At 31 December 2023

162,127
19,357,913
19,520,040



Net book value



At 31 December 2023
-
3,236,539
3,236,539



At 31 December 2022
-
17,108,568
17,108,568



Page 24

 
ICP INDUSTRIAL EUROPE LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Tangible fixed assets

Group






Freehold property
Long-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings

£
£
£
£
£



Cost or valuation


At 1 January 2023
1,328,518
235,495
2,604,336
23,050
208,687


Additions
9,024
-
42,014
25,739
-


Disposals
-
(235,495)
(1,065,722)
-
(146,997)


Exchange adjustments
(39,458)
-
(32,920)
(348)
5,663



At 31 December 2023

1,298,084
-
1,547,708
48,441
67,353



Depreciation


At 1 January 2023
533,466
182,620
1,787,579
7,914
195,032


Charge for the year on owned assets
33,219
8,477
136,286
3,551
5,101


Disposals
-
(191,097)
(884,164)
-
(138,430)


Exchange adjustments
(14,198)
-
(50,807)
3,640
(847)



At 31 December 2023

552,487
-
988,894
15,105
60,856



Net book value



At 31 December 2023
745,597
-
558,814
33,336
6,497



At 31 December 2022
795,052
52,875
816,757
15,136
13,655
Page 25

 
ICP INDUSTRIAL EUROPE LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           13.Tangible fixed assets (continued)


Office equipment
Computer equipment
Other fixed assets
Total

£
£
£
£



Cost or valuation


At 1 January 2023
377,574
103,318
4,923
4,885,901


Additions
-
20,275
-
97,052


Disposals
(308)
(31,350)
(4,923)
(1,484,795)


Exchange adjustments
(14,172)
(10,032)
-
(91,267)



At 31 December 2023

363,094
82,211
-
3,406,891



Depreciation


At 1 January 2023
342,161
52,303
-
3,101,075


Charge for the year on owned assets
6,893
16,662
-
210,189


Disposals
(293)
(21,180)
-
(1,235,164)


Exchange adjustments
(1,996)
(453)
-
(64,661)



At 31 December 2023

346,765
47,332
-
2,011,439



Net book value



At 31 December 2023
16,329
34,879
-
1,395,452



At 31 December 2022
35,413
51,015
4,923
1,784,826

Page 26

 
ICP INDUSTRIAL EUROPE LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           13.Tangible fixed assets (continued)




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


2023
2022
£
£

Freehold
745,597
795,052

Long leasehold
-
52,875

745,597
847,927



14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
28,237,621



At 31 December 2023

28,237,621



Impairment


Charge for the period
13,079,504



At 31 December 2023

13,079,504



Net book value



At 31 December 2023
15,158,117



At 31 December 2022
28,237,621

Page 27

 
ICP INDUSTRIAL EUROPE LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Registered office

Class of shares

Holding

Hi-Tech Coatings International Limited
UK
Ordinary
100%
Hi-Tech Coatings International B.V
Netherlands
Ordinary
100%

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Hi-Tech Coatings International Limited
3,197,211
(364,936)

Hi-Tech Coatings International B.V
8,724,367
1,438,629


15.


Stocks

Group
Group
2023
2022
£
£

Raw materials and consumables
1,145,063
1,780,921

Finished goods and goods for resale
315,754
953,247

Stocks - packaging
92,416
56,770

1,553,233
2,790,938



16.


Debtors

Group
Group
2023
2022
£
£


Trade debtors
2,769,386
3,217,075

Amounts owed by group undertakings
4,554,898
2,314,455

Other debtors
105,028
100,877

Prepayments and accrued income
72,136
61,452

Tax recoverable
88,598
26,404

7,590,046
5,720,263


Page 28

 
ICP INDUSTRIAL EUROPE LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Cash and cash equivalents

Group
Group
2023
2022
£
£

Cash at bank and in hand
3,451,706
2,523,153



18.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Other loans
20,626,491
-
20,626,491
-

Trade creditors
946,788
1,201,696
-
-

Amounts owed to group undertakings
36,551
-
-
-

Corporation tax
361,480
95,377
-
-

Other taxation and social security
56,103
99,160
-
-

Other creditors
307,279
143,390
-
-

Accruals and deferred income
567,872
425,423
-
-

22,902,564
1,965,046
20,626,491
-


The other loan is with the company's parent company, ICP Industrial Inc. The loan is repayable by October 2024 with interest being charged at the rate of 7%.


19.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Other loans
-
20,511,294
-
20,511,294


The other loan is with the company's parent company, ICP Industrial Inc. The loan is repayable by October 2024 with interest being charged at the rate of 7%.

Page 29

 
ICP INDUSTRIAL EUROPE LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Amounts falling due within one year

Other loans
20,626,491
-
20,626,491
-


Amounts falling due 2-5 years

Other loans
-
20,511,294
-
20,511,294


20,626,491
20,511,294
20,626,491
20,511,294


The other loan is with the company's parent company, ICP Industrial Inc. The loan is repayable by October 2024 with interest being charged at the rate of 7%.


21.


Financial instruments

The company only enters into transactions that result in the recognition of basic financial assets and
liabilities. It does not have financial assets and liabilities measured at fair value.

Page 30

 
ICP INDUSTRIAL EUROPE LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

22.


Deferred taxation


Group





2023


£






At beginning of year
13,977


Charged to profit or loss
145,058



At end of year
159,035

Company




2023





At beginning of year
-


Charged to profit or loss
-



At end of year
-



Group
Group
2023
2022
£
£

Accelerated capital allowances
159,035
13,977


23.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



10,000 Ordinary shares of £1 each
10,000
10,000


Page 31

 
ICP INDUSTRIAL EUROPE LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

24.


Reserves

Share premium account

The share premium reserve represents the amount by which the amount received by the company for shares issued exceeds the shares par values.

Capital redemption reserve

Other reserves represents a capital redemption reserve. This is not a distributable reserve.

Profit and loss account

The profit and loss reserve represents the cumulative balance of retained profits and losses since the Group started trading. It is a distributable reserve.

25.


Analysis of net debt






At 1 January 2023
Cash flows
Reclassification
New loans
At 31 December 2023
£

£

£

£

£

Cash at bank and in hand

2,523,153

928,553

-

-

3,451,706

Other loans due after 1 year

(20,511,294)

-

20,511,294

-

-

Other loans due within 1 year

-

-

(20,511,294)

(115,197)

(20,626,491)


(17,988,141)
928,553
-
(115,197)
(17,174,785)


26.


Pension commitments

The Group contributes to a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension charges represent contributions payable to the fund and amounted to £121,656 (2022 - £101,378). Pension contributions due to the fund at the reporting date were £26,274 (2022 -  £11,416).


27.


Commitments under operating leases

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


Group
Group
2023
2022
£
£

Not later than 1 year
362,132
-

Later than 1 year and not later than 5 years
977,271
624,680

1,339,403
624,680
Page 32

 
ICP INDUSTRIAL EUROPE LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

28.


Related party transactions

The Group has taken advantage of the exemption allowed under section 33.1A of FRS 102 not to disclose transactions between wholly owned members of the group.
Key management personnel comprise the directors, who did not receive any remuneration from the Group during the year (2022 - £nil).


29.


Post balance sheet events

The company sold its interests in its subsidiary companies on 24 January 2024 to Stahl Netherlands BV, another group company. The proceeds received from the sale were used to repay the other loan due to ICP Industrial Inc. (see note 18). On 24 January 2024 ICP Industrial Inc. agreed to waive the remainder of the loan, amounting to $7,073,705.


30.


Controlling party

The company's immediate and ultimate parent undertaking was ICP Industrial Inc., a company registered in the United States of America. Copies of ICP Industrial Inc.'s financial statements can be obtained from 1600 Glenlake Avenue Itasca, IL 60143, United States of America.
The company's ultimate parent undertaking is Wendel SE, a listed company registered in France. Copies of Wendel SE's financial statements can be obtained from 4 rue Paul Cézanne - 75008 Paris, France.

 
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