Company registration number 12508957 (England and Wales)
ST HOLDINGS (NEWCO 1) LIMITED
GROUP ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
ST HOLDINGS (NEWCO 1) LIMITED
COMPANY INFORMATION
Director
G Butler
Company number
12508957
Registered office
Capital House
272 Manchester Road
Droylsden
Manchester
M43 6PW
Senior statutory auditor
Tracey Connor BSc FCA
Auditor
Chadwick & Company (Manchester) Limited
Chartered Accountants
Statutory Auditors
Capital House
272 Manchester Road
Droylsden
Manchester
M43 6PW
Business address
Capital House
272 Manchester Road
Droylsden
Manchester
M43 6PW
ST HOLDINGS (NEWCO 1) LIMITED
CONTENTS
Page
Strategic report
1
Director's report
2 - 3
Independent auditor's report
4 - 7
Group statement of income and retained earnings
8
Group balance sheet
9
Company balance sheet
10
Group statement of cash flows
11
Notes to the financial statements
12 - 23
ST HOLDINGS (NEWCO 1) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -

The director presents the group strategic report for the year ended 31 March 2024.

Review of the business

The results for the year and the financial position at the end of the year were considered satisfactory by the director.

 

The turnover of the company's wholly owned subsidiary undertaking, Oakwood Products Inc decreased by 2.8% to $ 25,093,337 (2023 $25,828,937). The gross profit margin increased to 45.8% (2023 - 40%).

 

At the year end, the group had shareholders' funds of $12,809,532. The director believes the group’s position to be satisfactory.

 

The group accounts have been prepared after adopting merger accounting principles (see note 1 to the financial statements) and our review is based upon the group financial statements.

Principal risks and uncertainties

The director has identified the key risks faced by the group and have put systems in place to mitigate these risks.

 

The group is engaged in the sale of chemicals to a wide variety of markets and is therefore exposed to the risk of reduction in economic growth in these markets.

 

The group is subject to a number of laws and regulations including environmental and health and safety, which could result in additional costs related to compliance.

 

The director considers that the group's exposure to credit, cash flow and liquidity is minimal given the nature of the business and balance sheet position.

Development and performance

The market in which the group operates remains competitive however the group results are showing ongoing improvement in profitability. The directors expect this trend to continue into the foreseeable future.

Key performance indicators

Management consider the following financial key performance indicators to be relevant to monitoring the group's performance and the review these on a regular basis:-

 

Year              Year

ended          ended

31.3.24         31.3.23

$'000's         $'000's

 

Sales     25,093     25,829

Gross Profit             11,498     10,307

Stock 11,425          10,892

On behalf of the board

G Butler
Director
22 April 2025
ST HOLDINGS (NEWCO 1) LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -

The director presents his annual report and financial statements for the year ended 31 March 2024.

Principal activities

The principal activity of the group during the period under review was that of the production and distribution of chemicals. The principal activity of the company was that of a holding company.

Results and dividends

The results for the year are set out on page 8.

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

Director

The director who held office during the year and up to the date of signature of the financial statements was as follows:

G Butler
Research and development

Our company actively engages in research and development initiatives to drive innovation and enhance our product offerings.

Changes in presentation of the financial statements

The director has made the decision to change the currency used to present the accounts, which are now shown in US Dollars, being the functional currency of the main trading subsidiary.

Auditor

In accordance with the company's articles, a resolution proposing that Chadwick & Company (Manchester) Limited be reappointed as auditor of the group will be put at a General Meeting.

Statement of director's responsibilities

The director is responsible for preparing the Annual Report and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

 

 

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

ST HOLDINGS (NEWCO 1) LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -
Strategic report

The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of business environment, principal risks and uncertainties and development and performance review.true

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
G Butler
Director
22 April 2025
ST HOLDINGS (NEWCO 1) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ST HOLDINGS (NEWCO 1) LIMITED
- 4 -
Opinion

We have audited the financial statements of ST Holdings (Newco 1) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the group statement of income and retained earnings, the group balance sheet, the company balance sheet, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

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

 

We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

 

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

ST HOLDINGS (NEWCO 1) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ST HOLDINGS (NEWCO 1) LIMITED
- 5 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

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 their environment obtained in the course of the audit, we have not identified material misstatements in the 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:

 

Responsibilities of director

As explained more fully in the director's responsibilities statement, 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 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 parent company or to cease operations, or has 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 financial statements.

 

Our objectives are also to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the group financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

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.

ST HOLDINGS (NEWCO 1) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ST HOLDINGS (NEWCO 1) LIMITED
- 6 -

We considered and updated our knowledge of the group's and company's specific industry and its regulatory environment, and reviewed the company's documentation surrounding the policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities. Based on this understanding, we identified and assessed the risks of material misstatement in the financial statements and designed and performed audit procedures in response to those risks.

We identified the key laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, the most significant of these is the UK Companies Act 2006. We also gained knowledge of the legal and regulatory frameworks which do not have a direct effect on the financial statements but compliance with which may be fundamental to the group's and company's ability to operate or to avoid a material penalty including the following relevant to the United States - Fair Labor Standards Act, Environmental Protection Agency Regulations, Toxic Substances Control Act, ITAR regulations (chemicals of mass destruction and Compliance with Homeland security laws.

Audit response to risks identified

The audit engagement team were made aware of the potential opportunities and incentives that may exist within the group and company for fraudulent activity and how and where fraud might occur or be concealed within the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other manual adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, we designed procedures which included:

 

 

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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

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

ST HOLDINGS (NEWCO 1) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ST HOLDINGS (NEWCO 1) LIMITED
- 7 -
Tracey Connor BSc FCA (Senior Statutory Auditor)
For and on behalf of Chadwick & Company (Manchester) Limited
Chartered Accountants
Statutory Auditors
Capital House
272 Manchester Road
Droylsden
Manchester
M43 6PW
23 April 2025
ST HOLDINGS (NEWCO 1) LIMITED
GROUP STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 MARCH 2024
- 8 -
2024
2023
Notes
$
$
Turnover
3
25,093,337
25,828,937
Cost of sales
(13,595,502)
(15,522,236)
Gross profit
11,497,835
10,306,701
Administrative expenses
(8,338,732)
(7,413,177)
Other operating income
2,304
-
Operating profit
4
3,161,407
2,893,524
Interest receivable and similar income
9
4,927
-
0
Interest payable and similar expenses
10
(119,637)
(236,098)
Profit before taxation
3,046,697
2,657,426
Tax on profit
11
(1,030,941)
(995,842)
Profit for the financial year
22
2,015,756
1,661,584
Retained earnings brought forward
10,453,792
8,792,208
Retained earnings carried forward
12,469,548
10,453,792
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
ST HOLDINGS (NEWCO 1) LIMITED
GROUP BALANCE SHEET
AS AT 31 MARCH 2024
31 March 2024
- 9 -
2024
2023
Notes
$
$
$
$
Fixed assets
Tangible assets
12
3,088,273
2,436,674
Current assets
Stocks
15
11,425,040
10,891,772
Debtors
16
3,733,411
3,326,627
Cash at bank and in hand
699,065
690,808
15,857,516
14,909,207
Creditors: amounts falling due within one year
17
(3,852,316)
(3,557,146)
Net current assets
12,005,200
11,352,061
Total assets less current liabilities
15,093,473
13,788,735
Creditors: amounts falling due after more than one year
18
(2,283,941)
(2,994,959)
Net assets
12,809,532
10,793,776
Capital and reserves
Called up share capital
21
11,566
11,566
Share premium account
22
10,340
10,340
Capital redemption reserve
22
318,078
318,078
Profit and loss reserves
22
12,469,548
10,453,792
Total equity
12,809,532
10,793,776

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved and signed by the director and authorised for issue on 22 April 2025
22 April 2025
G Butler
Director
Company registration number 12508957 (England and Wales)
ST HOLDINGS (NEWCO 1) LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2024
31 March 2024
- 10 -
2024
2023
Notes
$
$
$
$
Fixed assets
Investments
13
147,223
147,223
Capital and reserves
Called up share capital
21
11,566
11,566
Capital redemption reserve
22
135,657
135,657
Total equity
147,223
147,223

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was $0 (2023 - $0 profit).

The financial statements were approved and signed by the director and authorised for issue on 22 April 2025
22 April 2025
G Butler
Director
Company registration number 12508957 (England and Wales)
ST HOLDINGS (NEWCO 1) LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024
- 11 -
2024
2023
Notes
$
$
$
$
Cash flows from operating activities
Cash generated from operations
26
2,421,343
2,831,575
Interest paid
(119,637)
(236,098)
Income taxes paid
(947,654)
(928,787)
Net cash inflow from operating activities
1,354,052
1,666,690
Investing activities
Purchase of tangible fixed assets
(929,072)
(513,782)
Interest received
4,927
-
0
Net cash used in investing activities
(924,145)
(513,782)
Financing activities
Proceeds from new bank loans
1,804,297
800,000
Repayment of bank loans
(2,225,947)
(1,702,304)
Net cash used in financing activities
(421,650)
(902,304)
Net increase in cash and cash equivalents
8,257
250,604
Cash and cash equivalents at beginning of year
690,808
440,204
Cash and cash equivalents at end of year
699,065
690,808
ST HOLDINGS (NEWCO 1) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 12 -
1
Accounting policies
Company information

ST Holdings (Newco 1) Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Capital House, 272 Manchester Road, Droylsden, Manchester, M43 6PW.

 

The group consists of ST Holdings (Newco 1) Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in US Dollars, which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest $.

The financial statements have been prepared under the historical cost convention,. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company ST Holdings (Newco 1) Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

Synthetic Technologies Ltd and its subsidiary undertaking, Oakwood Products Inc have been included in the group financial statements using merger accounting principles as permitted by FRS102.

 

All financial statements are made up to 31 March 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

ST HOLDINGS (NEWCO 1) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 13 -
1.3
Going concern

At the time of approving the financial statements, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Turnover

The turnover shown in the profit and loss account represents the value of all goods sold during the period, less returns received, at selling price exclusive of direct taxes.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.5
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Buildings and leasehold improvements
2.5% per annum on cost
Site equipment
10% per annum on cost
Computer equipment
20 - 33 1/3% per annum on cost
Motor vehicles
20% per annum on cost

Assets in the course of construction and land are not depreciated.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.7
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

ST HOLDINGS (NEWCO 1) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 14 -
1.8
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

1.9
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.10
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.11
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of 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 deducting all of its liabilities.

ST HOLDINGS (NEWCO 1) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 15 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.12
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.13
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.14
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

ST HOLDINGS (NEWCO 1) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 16 -
1.15
Retirement benefits

The group operates a defined contribution scheme and the pension charge represents the amounts payable by the group to the fund in respect of the year. The assets of the scheme are held separately from those of the group in an independently administered fund.

1.16
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.17
Foreign exchange

Transactions in currencies other than US Dollars are recorded at the rates of exchange ruling at the dates of the transactions. Monetary assets and liabilities are translated at year end exchange rates or, where appropriate, at rates of exchange fixed under the terms of the relevant transaction. The resulting exchange rate differences are charged to the profit and loss account.

 

The balance sheet of the parent company and subsidiaries denominated in sterling have been translated using the rate of exchange ruling at the balance sheet date.

 

Opening reserves of the parent company and subsidiaries denominated in sterling have been translated using the rate of exchange ruling at the balance sheet date and the resulting exchange rate differences compared to the rate of exchange ruling at the comparative balance sheet date are charged directly to the group profit and loss reserves.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions relating to depreciation,prepayments, accruals and stock provisions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Turnover and other revenue

An analysis of the group's turnover is as follows:

2024
2023
$
$
Turnover analysed by class of business
Sales generated under the company's principal activity
25,093,337
25,828,937
2024
2023
$
$
Other revenue
Interest income
4,927
-

Turnover for the group is predominately made up from sales to markets within the USA.

ST HOLDINGS (NEWCO 1) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 17 -
4
Operating profit
2024
2023
$
$
Operating profit for the year is stated after charging:
Depreciation of owned tangible fixed assets
277,473
259,442
Operating lease charges
55,651
55,670
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
$
$
For audit services
Audit of the financial statements of the group and company
16,024
13,866
Audit of the financial statements of the company's subsidiaries
4,085
3,316
20,109
17,182
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
ST Holdings (Newco 1) Limited
-
-
1
1
Oakwood Products Inc
58
55
-
-
Total
58
55
1
1

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
$
$
$
$
Wages and salaries
5,780,584
4,935,814
-
0
-
0
Social security costs
1,045,529
1,024,583
-
-
Pension costs
123,340
107,549
-
0
-
0
6,949,453
6,067,946
-
0
-
0
ST HOLDINGS (NEWCO 1) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 18 -
7
Director's remuneration
2024
2023
$
$
Remuneration for qualifying services
115,117
125,000
8
Research and development

Research and development costs are charged to operations when incurred and are included in various operating expenses. The amount charged in 2024 was $2,775,308 (2023 - $2,479,520).

9
Interest receivable and similar income
2024
2023
$
$
Interest income
Interest on bank deposits
4,927
-
0
10
Interest payable and similar expenses
2024
2023
$
$
Interest on bank overdrafts and loans
119,637
236,098
11
Taxation
2024
2023
$
$
Current tax
Foreign current tax on profits for the current period
1,030,941
995,842

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
$
$
Profit before taxation
3,046,697
2,657,426
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
761,674
664,357
Foreign tax adjustments
269,267
331,485
Taxation charge
1,030,941
995,842
ST HOLDINGS (NEWCO 1) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 19 -
12
Tangible fixed assets
Group
Buildings and leasehold improvements
Assets under construction
Site equipment
Computer equipment
Motor vehicles
Total
$
$
$
$
$
$
Cost
At 1 April 2023
1,677,607
508,699
681,330
356,386
290,745
3,514,767
Additions
-
0
823,593
46,315
-
0
59,164
929,072
At 31 March 2024
1,677,607
1,332,292
727,645
356,386
349,909
4,443,839
Depreciation and impairment
At 1 April 2023
434,716
-
0
251,460
262,472
129,445
1,078,093
Depreciation charged in the year
91,100
-
0
82,958
46,665
56,750
277,473
At 31 March 2024
525,816
-
0
334,418
309,137
186,195
1,355,566
Carrying amount
At 31 March 2024
1,151,791
1,332,292
393,227
47,249
163,714
3,088,273
At 31 March 2023
1,242,891
508,699
429,870
93,914
161,300
2,436,674
The company had no tangible fixed assets at 31 March 2024 or 31 March 2023.
13
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
$
$
$
$
Investments in subsidiaries
14
-
0
-
0
147,223
147,223
Movements in fixed asset investments
Company
Shares in subsidiaries
$
Cost or valuation
At 1 April 2023 and 31 March 2024
147,223
Carrying amount
At 31 March 2024
147,223
At 31 March 2023
147,223
ST HOLDINGS (NEWCO 1) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 20 -
14
Subsidiaries

Details of the company's subsidiaries at 31 March 2024 are as follows:

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Synthetic Technologies Ltd
England & Wales
Intermediate holding company
Ordinary 'A'
100.00
-
Oakwood Products Inc.
USA
Chemical production & distribution
Ordinary
0
100.00

The registered office of Synthetic Technologies Ltd is Capital House, 272 Manchester Road, Droylsden, Manchester, M43 6PW.

 

The address of Oakwood Products Inc. is 730 Columbia Highway, North Estill, South Carolina 29918.

15
Stocks
Group
Company
2024
2023
2024
2023
$
$
$
$
Finished goods and goods for resale
11,425,040
10,891,772
-
0
-
0
16
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
$
$
$
$
Trade debtors
3,090,024
2,705,837
-
0
-
0
Other debtors
459,512
448,664
-
0
-
0
Prepayments and accrued income
183,875
172,126
-
0
-
0
3,733,411
3,326,627
-
-
17
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
$
$
$
$
Bank loans
19
1,415,353
1,125,985
-
0
-
0
Trade creditors
1,099,453
1,230,361
-
0
-
0
Corporation tax payable
1,125,162
1,041,875
-
0
-
0
Other creditors
-
0
1,200
-
0
-
0
Accruals and deferred income
212,348
157,725
-
0
-
0
3,852,316
3,557,146
-
0
-
0
ST HOLDINGS (NEWCO 1) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 21 -
18
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
$
$
$
$
Bank loans and overdrafts
19
2,283,941
2,994,959
-
0
-
0
19
Loans and overdrafts
Group
Company
2024
2023
2024
2023
$
$
$
$
Bank loans
3,699,294
4,120,944
-
0
-
0
Payable within one year
1,415,353
1,125,985
-
0
-
0
Payable after one year
2,283,941
2,994,959
-
0
-
0

The bank loans relate to a business loan of US $4,500,000, a business drawn down loan of US $1,500,000 and guidance draw down loans totalling US $290,980 in the company's subsidiary undertaking Oakwood Products, Inc. These loans are with First Citizens Bank and mature over various dates between July 2022 and June 2026. These loans are secured against the assets of Oakwood Products Inc.

 

There is also a loan from the Palmetto State Bank on an asset of the company that is due to mature in November 2024.

20
Retirement benefit schemes
2024
2023
Defined contribution schemes
$
$
Charge to profit or loss in respect of defined contribution schemes
123,340
107,549

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

21
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
$
$
Issued and fully paid
Ordinary 'A' shares of 0.68¢ each
1,698,000
1,698,000
11,566
11,566
ST HOLDINGS (NEWCO 1) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 22 -
22
Reserves
Share premium

Share premium account includes any premiums received on issue of share capital.

Capital redemption reserve

Capital redemption reserve is a non-distributable reserve and represents paid up share capital.

Own shares

Called up share capital represents the nominal value of shares that have been issued.

Profit and loss reserves

Profit and loss reserves includes all current and prior period retained profit and losses.

23
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
$
$
$
$
Within one year
21,880
29,537
-
-
Between two and five years
36,456
56,930
-
-
58,336
86,467
-
-
24
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2024
2023
$
$
Aggregate compensation
480,472
416,667
Other information

During the year, payments for consultancy totalling $1,170,000 were made to Oakwood Scientific Holdings Inc, a company 100% owned by G Butler, director, and is the ultimate parent company of the group.

 

The company has taken advantage of the exemption under the Financial Reporting Standard 102 Section 33.1A from disclosing any transactions and balances with group entities of which the reporting group owns 100% of the share capital.

ST HOLDINGS (NEWCO 1) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 23 -
25
Controlling party

Oakwood Scientific Holdings Inc is the ultimate parent company and is incorporated in the United States of America. The ultimate controlling party of Oakwood Scientific Holdings, Inc is Mr G Butler due to his 100% shareholding in that company.

 

The smallest and largest group in which the results are consolidated is that headed by ST Holdings (Newco 1) Limited.

 

Copies of the group consolidated accounts for ST Holdings (Newco 1) Limited can be obtained from Companies House, Crown Way, Maindy, Cardiff, CF14 3UZ.

26
Cash generated from group operations
2024
2023
$
$
Profit for the year after tax
2,015,756
1,661,584
Adjustments for:
Taxation charged
1,030,941
995,842
Finance costs
119,637
236,098
Investment income
(4,927)
-
0
Depreciation and impairment of tangible fixed assets
277,473
259,442
Movements in working capital:
Increase in stocks
(533,268)
(827,675)
(Increase)/decrease in debtors
(406,784)
1,010,852
Decrease in creditors
(77,485)
(504,568)
Cash generated from operations
2,421,343
2,831,575
27
Analysis of changes in net debt - group
1 April 2023
Cash flows
31 March 2024
$
$
$
Cash at bank and in hand
690,808
8,257
699,065
Borrowings excluding overdrafts
(4,120,944)
421,650
(3,699,294)
(3,430,136)
429,907
(3,000,229)
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