| REGISTERED NUMBER: |
| Strategic Report, |
| Report of the Directors and |
| Financial Statements |
| For The Year Ended |
| 31 December 2024 |
| for |
| CASTLE CHEMICALS LIMITED |
| REGISTERED NUMBER: |
| Strategic Report, |
| Report of the Directors and |
| Financial Statements |
| For The Year Ended |
| 31 December 2024 |
| for |
| CASTLE CHEMICALS LIMITED |
| CASTLE CHEMICALS LIMITED (REGISTERED NUMBER: SC157459) |
| Contents of the Financial Statements |
| For The Year Ended 31 December 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 4 |
| Statement of Directors' Responsibilities | 6 |
| Report of the Independent Auditors | 7 |
| Profit and Loss Account | 11 |
| Other Comprehensive Income | 12 |
| Balance Sheet | 13 |
| Statement of Changes in Equity | 14 |
| Cash Flow Statement | 15 |
| Notes to the Cash Flow Statement | 16 |
| Notes to the Financial Statements | 17 |
| CASTLE CHEMICALS LIMITED |
| Company Information |
| For The Year Ended 31 December 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| SENIOR STATUTORY AUDITOR: |
| AUDITORS: |
| James House |
| Stonecross Business Park |
| Yew Tree Way |
| Warrington |
| Cheshire |
| WA3 3JD |
| CASTLE CHEMICALS LIMITED (REGISTERED NUMBER: SC157459) |
| Strategic Report |
| For The Year Ended 31 December 2024 |
| The directors present their strategic report for the year ended 31 December 2024. |
| REVIEW OF BUSINESS |
| The directors are satisfied with the company's performance during the reporting period. |
| The company continues to operate as a distributor for a range of chemical products. During 2024, the business performance was affected by several global factors. The continued impact of falls in consumer spending as a result of increased interest rates within the company's key markets. The resulting over supply of key raw material commodities within the global marketplace continued to reduce the basket commodity prices used to set the selling price of the company's largest product range. |
| The resulting impact can be seen as follows. Sales saw a slight 7% increase from 2023, and this arose due to increased volumes, whilst overall selling prices continued to fall. Shipping issues continue to cause disruption to the supply chain. As a distributor, the company was forced to considerably increase stock levels to ensure continuity of supplies to its key customers. Resulting in considerable additional logisitical and borrowing costs. |
| Interest rate reductions in 2024 have helped offset some of the overall impact on the company's debt servicing costs. These were not sufficient however, to fully offset the costs associated with the logisitical issues experienced by global shippers and the costs of increasing security stocks. |
| Whilst supply chains eased in 2024, we have subsequently seen several global threats arise post-year end as a result of the ongoing Red Sea issues and imposition of global tariffs by the USA. |
| Operating profit for the year was £2.5m (2023: £2.6m). The directors are satisfied with the results given the uncertainties that the business faced during 2024. The directors are forecasting lower results in 2025. They expect a very difficult year for the company's core products and expect a much lower performance. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The directors of Castle Chemicals Ltd have identified the following risks and uncertainties in its business model: |
| Financial risk management |
| Foreign exchange risk arises when the company enters into transactions denominated in a foreign currency other than its functional currency. The company is predominantly exposed to currency risk on purchases made in US Dollars and Euro and sales in Sterling. The company actively strives to buy and sell in the same currency in an attempt to mitigate its exposure to risk. |
| Customer profile |
| The company currently has a high dependency on two industrial sectors in the rubber industry, although this issue is being addressed as part of the medium-term strategical plan which the directors keep under constant review. In addition, the company operates a rolling budget which is updated monthly against actual figures and this helps to predict any significant variations in cashflow against planned outturn. |
| Credit risk |
| The company works hard to maintain close relationships with both their customers and suppliers such that all parties can agree on credit terms enabling successful liquidity management. The company also has credit insurance. |
| Interest rate risk |
| The company is exposed to interest rate risk on its borrowings. The company has a policy of actively managing its interest rate exposure through strict compliance with the terms of its borrowing facilities. Borrowing levels are reviewed by the board on a monthly basis and the company will always ensure that borrowing is kept within the agreed terms. |
| CASTLE CHEMICALS LIMITED (REGISTERED NUMBER: SC157459) |
| Strategic Report |
| For The Year Ended 31 December 2024 |
| KEY PERFORMANCE INDICATORS |
| Summary financial statement information, extracted from the accompanying financial statements, is as follows: |
| Revenue | £42m (2023: £39m) |
| Gross profit | £3.7m (2023: £3.7m) |
| Operating profit | £2.5m (2023: £2.6m) |
| Pre-tax profit | £1.9m (2023: £2.0m) |
| Net current assets | £3.1m (2023: £2.6m) |
| Net assets | £2.9m (2023: £2.3m) |
| Cash and cash equivalents | £893k (2023: £665k) |
| Key performance indicators (KPIs) of the business include revenue, gross margins and operating profit. These KPIs are selected as 'key' on the basis that the company operates a low gross profit margin and the directors strive to maintain margins as high as possible in order to preserve profit. Operating profit is also a KPI on the grounds that this is an indicator of business performance, whereas profit before tax may include exceptional items. |
| The company produces monthly management information which are compared against budgeted information. Any significant variances are investigated. |
| FUTURE DEVELOPMENTS |
| The company has secured competitive pricing for key materials and has mitigated exposure to logistical and product price increases via a formula pricing matrix. This will ensure the company maintains its margins on key products. |
| Management continue to update its forecasts in line with customer demands. Management are looking to develop further distribution agreements with new partners and attendance at key trade shows are taking place within the market sectors which are the main focus of the business during 2025. |
| ON BEHALF OF THE BOARD: |
| 22 May 2025 |
| CASTLE CHEMICALS LIMITED (REGISTERED NUMBER: SC157459) |
| Report of the Directors |
| For The Year Ended 31 December 2024 |
| The directors present their report with the financial statements of the company for the year-ended 31 December 2024. |
| PRINCIPAL ACTIVITY |
| The principal activity of the company in the year under review was that of the supply of high quality performance chemical additives to the rubber, paint, surface coatings, textile and adhesive industries. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 December 2024. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report. |
| FINANCIAL INSTRUMENTS |
| The company uses financial instruments. These include bank and buyer loans and an invoice discounting facility. In addition, the company has trade debtors and trade creditors that arise directly from its operations. |
| The existence of these financial instruments exposes the company to a number of financial risks which are described in more detail below: |
| Liquidity risk |
| The company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash safely and profitably. Short-term flexibility is achieved through the invoice discounting facility. |
| Interest rate risk |
| The company finances its operations through a mixture of retained profits, bank loans and overdraft facilities through the invoice discounting facility. The interest rate exposure of the financial assets and financial liabilities of the company as at 31 December 2024 is shown below. The table includes trade debtors and trade creditors which do not attract interest and are therefore subject to fair value interest rate risk. |
| Fixed | Floating | Zero | Total |
| £ | £ | £ | £ |
| Financial assets |
| Cash | - | 893 | - | 893 |
| Trade debtors | - | - | 9,370 | 9,370 |
| Other debtors | - | - | 30 | 30 |
| Financial liabilities |
| Bank overdrafts | - | 7,645 | - | 7,645 |
| Bank loans | - | 288 | - | 288 |
| Trade creditors | - | - | 5,446 | 5,446 |
| Other creditors | - | - | 15 | 15 |
| Accrued expenses | - | - | 3,531 | 3,531 |
| Credit risk |
| The company's principal financial assets are bank balances and trade debtors. The credit risk associated with cash is linked to the impact of irrecoverable debtor balances. The directors manage this credit risk through a detailed customer approval and acceptance process. |
| DISCLOSURE IN THE STRATEGIC REPORT |
| The company has chosen in accordance with the Companies Act 2006, s.414C(11) to set out in the strategic report information required by The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report, including future developments and key performance indicators. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| CASTLE CHEMICALS LIMITED (REGISTERED NUMBER: SC157459) |
| Report of the Directors |
| For The Year Ended 31 December 2024 |
| AUDITORS |
| The auditors, JS Audit Limited, are deemed to be reappointed under section 487(2) of the Companies Act 2006. |
| ON BEHALF OF THE BOARD: |
| CASTLE CHEMICALS LIMITED (REGISTERED NUMBER: SC157459) |
| Statement of Directors' Responsibilities |
| For The Year Ended 31 December 2024 |
| The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| Report of the Independent Auditors to the Members of |
| Castle Chemicals Limited |
| Opinion |
| We have audited the financial statements of Castle Chemicals Limited (the 'company') for the year ended 31 December 2024 which comprise the Profit and Loss Account, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Strategic Report, the Report of the Directors and the Statement of Directors' Responsibilities, but does not include the financial statements and our Report of the Auditors 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. |
| In connection with our audit of the financial statements, 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 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. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| Report of the Independent Auditors to the Members of |
| Castle Chemicals Limited |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page six, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
| Report of the Independent Auditors to the Members of |
| Castle Chemicals Limited |
| 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 a Report of the Auditors 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. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| Based on our understanding of the company and sector, we identified the principal risks of non-compliance with laws and regulations related to, but was not limited to, the Companies Act 2006, UK tax, employment, pension and health and safety legislation and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. |
| We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to management bias in accounting estimates and judgements and the risk of fraud in revenue recognition. |
| Our procedures to respond to risks identified included the following: |
| - reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
| - enquiring of management about actual and potential litigation and claims; |
| - performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; |
| - obtaining an understanding of provisions and holding discussions with management to understand the basis of recognition or non-recognition of tax provisions; and |
| - in addressing the risk of fraud through management override of controls: testing the appropriateness of journal entries; assessing whether the accounting estimates, judgements and decisions made by management are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. |
| We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. |
| 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 Report of the Auditors. |
| Report of the Independent Auditors to the Members of |
| Castle Chemicals Limited |
| 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 a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| James House |
| Stonecross Business Park |
| Yew Tree Way |
| Warrington |
| Cheshire |
| WA3 3JD |
| CASTLE CHEMICALS LIMITED (REGISTERED NUMBER: SC157459) |
| Profit and Loss Account |
| For The Year Ended 31 December 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| TURNOVER | 5 |
| Cost of sales |
| GROSS PROFIT |
| Administrative expenses |
| OPERATING PROFIT | 7 |
| Interest receivable and similar income |
| 2,462,395 | 2,558,749 |
| Interest payable and similar expenses | 9 |
| PROFIT BEFORE TAXATION |
| Tax on profit | 10 |
| PROFIT FOR THE FINANCIAL YEAR |
| CASTLE CHEMICALS LIMITED (REGISTERED NUMBER: SC157459) |
| Other Comprehensive Income |
| For The Year Ended 31 December 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| PROFIT FOR THE YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| CASTLE CHEMICALS LIMITED (REGISTERED NUMBER: SC157459) |
| Balance Sheet |
| 31 December 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 12 |
| Investments | 13 |
| CURRENT ASSETS |
| Stocks | 14 |
| Debtors | 15 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 16 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year | 17 | ( |
) | ( |
) |
| PROVISIONS FOR LIABILITIES | 22 | ( |
) | ( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 23 |
| Share premium | 24 |
| Capital redemption reserve | 24 |
| Retained earnings | 24 |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| CASTLE CHEMICALS LIMITED (REGISTERED NUMBER: SC157459) |
| Statement of Changes in Equity |
| For The Year Ended 31 December 2024 |
| Called up | Capital |
| share | Retained | Share | redemption | Total |
| capital | earnings | premium | reserve | equity |
| £ | £ | £ | £ | £ |
| Balance at 1 January 2023 |
| Changes in equity |
| EOT contribution | - | (2,770,026 | ) | - | - | (2,770,026 | ) |
| Dividends | - | ( |
) | - | - | ( |
) |
| Total comprehensive income | - | - |
| Balance at 31 December 2023 |
| Changes in equity |
| EOT contribution | - | (828,750 | ) | - | - | (828,750 | ) |
| Share issue | 14 | - | 28,537 | - | 28,551 |
| Total comprehensive income | - | - |
| Balance at 31 December 2024 |
| CASTLE CHEMICALS LIMITED (REGISTERED NUMBER: SC157459) |
| Cash Flow Statement |
| For The Year Ended 31 December 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | ( |
) |
| Interest paid | ( |
) | ( |
) |
| Tax paid | ( |
) | ( |
) |
| Net cash from operating activities | ( |
) |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | ( |
) | ( |
) |
| Interest received |
| Net cash from investing activities | ( |
) |
| Cash flows from financing activities |
| Loan repayments in year | ( |
) | ( |
) |
| Amount introduced by directors | - | 469,946 |
| Amount withdrawn by directors | - | (120,000 | ) |
| Share issue |
| Equity dividends paid | ( |
) |
| EOT contribution | ( |
) | ( |
) |
| Net cash from financing activities | ( |
) | ( |
) |
| (Decrease)/increase in cash and cash equivalents | ( |
) |
| Cash and cash equivalents at beginning of year |
2 |
(3,356,327 |
) |
(8,039,326 |
) |
| Cash and cash equivalents at end of year | 2 | ( |
) | ( |
) |
| CASTLE CHEMICALS LIMITED (REGISTERED NUMBER: SC157459) |
| Notes to the Cash Flow Statement |
| For The Year Ended 31 December 2024 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Profit before taxation |
| Depreciation charges |
| Finance costs | 545,857 | 565,117 |
| Finance income | (4,447 | ) | (3,299 | ) |
| 2,462,001 | 2,559,301 |
| (Increase)/decrease in stocks | ( |
) |
| (Increase)/decrease in trade and other debtors | ( |
) |
| Increase/(decrease) in trade and other creditors | ( |
) |
| Cash generated from operations | ( |
) |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Year ended 31 December 2024 |
| 31.12.24 | 1.1.24 |
| £ | £ |
| Cash and cash equivalents | 892,920 | 664,792 |
| Bank overdrafts | ( |
) | ( |
) |
| (6,752,264 | ) | (3,356,327 | ) |
| Year ended 31 December 2023 |
| 31.12.23 | 1.1.23 |
| £ | £ |
| Cash and cash equivalents | 664,792 | 1,843,153 |
| Bank overdrafts | ( |
) | ( |
) |
| (3,356,327 | ) | (8,039,326 | ) |
| 3. | ANALYSIS OF CHANGES IN NET DEBT |
| At 1.1.24 | Cash flow | At 31.12.24 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 664,792 | 228,128 | 892,920 |
| Bank overdrafts | (4,021,119 | ) | (3,624,065 | ) | (7,645,184 | ) |
| (3,356,327 | ) | ( |
) | (6,752,264 | ) |
| Debt |
| Debts falling due within 1 year | (150,000 | ) | - | (150,000 | ) |
| Debts falling due after 1 year | (287,500 | ) | 150,000 | (137,500 | ) |
| (437,500 | ) | 150,000 | (287,500 | ) |
| Total | (3,793,827 | ) | (3,245,937 | ) | (7,039,764 | ) |
| CASTLE CHEMICALS LIMITED (REGISTERED NUMBER: SC157459) |
| Notes to the Financial Statements |
| For The Year Ended 31 December 2024 |
| 1. | GOING CONCERN |
| As at 31 December 2024, the company had cash of £893k and access to other forms of finance to support its day-to-day obligations. The company is able to maintain adequate levels of working capital and has sufficient levels of funding in place to ensure continuity of supplies and business. |
| The uncertainty as to the future impact on the company of external factors has been considered as part of the company's adoption of the going concern basis. The board has completed an assessment as to the potential impact to the company in the event of certain downside scenarios, including a significant deterioration in revenues. |
| After reviewing the company's budgets and management accounts, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore adopts the going concern basis of accounting in the preparation of its financial statements. |
| 2. | STATUTORY INFORMATION |
| Castle Chemicals Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| The company's trading office is: |
| Gateway House |
| Styal Road |
| Heald Green |
| Manchester |
| M22 5WY |
| 3. | STATEMENT OF COMPLIANCE |
| 4. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The financial statements have been prepared under the historical cost convention. The company's functional and presentation currency is GBP. Monetary amounts in these financial statements are rounded to the nearest £. |
| Preparation of consolidated financial statements |
| The financial statements contain information about Castle Chemicals Limited as an individual company and do not contain consolidated financial information as the parent of a group. The parent's subsidiary is deemed to be immaterial to the parent and therefore, in accordance with FRS 102, paragraph 9.9A and s405(2), Companies Act 2006 the subsidiary has been excluded from consolidation as its inclusion is not material for the purposes of giving a true and fair view. |
| CASTLE CHEMICALS LIMITED (REGISTERED NUMBER: SC157459) |
| Notes to the Financial Statements - continued |
| For The Year Ended 31 December 2024 |
| 4. | ACCOUNTING POLICIES - continued |
| Critical accounting judgements and key sources of estimation uncertainty |
| In the application of the company's accounting policies, which are described in Note 4, management is required to make judgements, 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 estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. |
| Critical accounting judgements include the following: |
| Stock |
| The terms under which the company is responsible for stock being shipped from China means that stock which is 'on the water' must be accounted for on dispatch rather than on receipt. |
| The company has been able to identify the value of stocks which were in transit in the year to 31 December 2024 from the supplier in question and these have been measured in accordance with FRS 102, Section 13 'Inventories' at the lower of cost and estimated selling price less costs to complete and sell. |
| The key sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements are as follows: |
| Stock |
| Estimated selling prices, less further costs expected to be incurred to completion and disposal are based on historic experiences, which are derived from unobservable market prices. |
| Leases |
| Determination of whether lease arrangements entered into by the company are operating leases or finance leases depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease-by-lease basis. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable and represents invoiced amounts. Turnover is reduced for estimated customer returns, rebates and other similar allowances and is stated excluding VAT and other sales-related taxes. |
| The company has processes in place which ensure that revenue is recognised in the correct accounting period, which is usually at the point that the customer has signed for the dispatch of goods. At this point, the risks and rewards of ownership of the goods pass to the customer and hence the recognition of revenue takes place. |
| Amounts paid upfront by customers are treated as deferred income and are not recognised as revenue until such time as the risks and rewards of ownership pass to the customer. This takes place once all contractual and ongoing obligations have been fulfilled and management have no ongoing involvement with the goods. |
| CASTLE CHEMICALS LIMITED (REGISTERED NUMBER: SC157459) |
| Notes to the Financial Statements - continued |
| For The Year Ended 31 December 2024 |
| 4. | ACCOUNTING POLICIES - continued |
| Tangible fixed assets |
| Improvements to property | - |
| Fixtures and fittings | - |
| Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value (which is the expected amount that would currently be obtained from disposal of an asset, after deducting the estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life), over the useful economic life of the respect asset in accordance with the above depreciation rates. |
| Tangible fixed assets are stated at cost, net of depreciation charges and any provision for impairment. Residual values of fixed assets are calculated on prices prevailing at the date of acquisition. Profits or losses on the disposal of fixed assets are included in the calculation of profit for the period. |
| At each balance sheet date, the company reviews the carrying amounts of its tangible fixed assets to determine whether there is any indication that any items of fixed assets have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss, if any. |
| Investments in subsidiaries |
| Investments in subsidiary undertakings are recognised at cost. |
| After initial recognition at cost, the investment is measured at cost less impairment. At each reporting date the directors assess whether the investment is showing indicators of impairment. Where there are indicators of impairment, recoverable amount is established and the investment is written down to recoverable amount (where carrying amount exceeds recoverable amount) by way of an impairment loss. |
| Stocks |
| Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Costs, which include directly attributable costs such as freight and irrecoverable taxes, are based on the method most appropriate to the type of inventory class, but usually on a weighted average cost basis or more recent invoice. Overheads are charged to profit or loss as incurred. Estimated selling price is based on the price that an unconnected third party would be prepared to pay in the open market less any costs to be incurred to complete the sale. |
| When stocks are sold, the carrying amount of those stocks is recognised as an expense in the period in which the related revenue is recognised. |
| At each balance sheet date, the directors undertake a review of its stock to establish if any stock is slow-moving or has become obsolete. Where any write-downs of stock become necessary so as to reduce the value from cost to estimated selling price less costs to complete and sell, such write-downs are recognised as an expense in profit or loss in the period in which the write-down or loss occurs. Where such write-downs subsequently reverse, the amount of any reversal is recognised as a reduction in the amount of stock recognised as an expense in the period in which the reversal occurs. |
| CASTLE CHEMICALS LIMITED (REGISTERED NUMBER: SC157459) |
| Notes to the Financial Statements - continued |
| For The Year Ended 31 December 2024 |
| 4. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| The company has elected to apply (where applicable) the provisions in FRS 102, Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues'. |
| Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as either financial assets, liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all liabilities. |
| Cash and cash equivalents |
| These comprise cash at bank and other short-term highly liquid bank deposits with an original maturity of three months or less. |
| Debtors |
| Debtors do not carry any interest and are stated at their nominal value. Appropriate allowances for estimated irrecoverable amounts are recognised in the profit and loss account when there is objective evidence that the asset is impaired. |
| Trade creditors |
| Trade creditors are not interest-bearing and are stated at their nominal value. |
| Impairment of financial assets |
| At each balance sheet date, financial assets are reviewed to determine whether there is an indication that an asset may be impaired. Financial assets are considered to be impaired if there is objective evidence that the estimated future cash flows associated with the financial asset has been adversely affected by one, or more, events or conditions. |
| In respect of trade debtors, objective evidence that a trade debtor, or a group of trade debtors, has become impaired is usually due to an increase in trade debtor days. If a trade debtor, or a group of trade debtors, becomes overdue in excess of agreed credit terms without corroborative evidence that the respective debtor(s) is not experiencing financial difficulty, then the relevant assets are reduced to recoverable amount by way of a specific bad debt provision. Corroborative evidence that a debtor(s) is not experiencing financial difficulty would be where, for example, the company agrees to extended credit terms. |
| In respect of financial assets which are carried at amortised cost, the amount of the impairment loss is the difference between the asset's carrying amount in the financial statements and the present value of the estimated future cash flows expected to be received by the company. These expected future cash flows are discounted using the asset's original effective interest rate. All amounts in respect of impairment losses are recognised in profit or loss. If, in a subsequent accounting period, the amount of the impairment loss decreases and the decrease can be related objectively to an event which takes place after the impairment loss was recognised, the previously recognised impairment loss is reversed through profit and loss to the extent that the carrying amount of the asset at the date the impairment is reversed does not exceed what the amortised cost would have been had no impairment loss been recognised in prior periods. |
| In respect of financial assets carried at cost, the amount of the impairment loss is the difference between the asset's carrying amount in the financial statements and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. The directors do not consider that any impairment losses recognised in respect of such financial assets will reverse. |
| Derecognition of financial liabilities |
| Financial liabilities are derecognised from the balance sheet when they are discharged, expire or cancelled. Ordinarily the company will derecognise a financial liability from the balance sheet when the liability has been appropriately settled. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| CASTLE CHEMICALS LIMITED (REGISTERED NUMBER: SC157459) |
| Notes to the Financial Statements - continued |
| For The Year Ended 31 December 2024 |
| 4. | ACCOUNTING POLICIES - continued |
| Deferred taxation |
| Deferred tax liabilities are recognised in respect of all timing differences that have arisen, but have not been reversed by the balance sheet date where transactions have occurred that create an obligation to pay more tax in the future. The company recognises deferred tax assets in respect of all deductible timing differences to the extent that it is probable that either taxable profits will be available against which those deductible timing differences can be used or they will be recovered against the reversal of deferred tax liabilities. The carrying value of all deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that either sufficient taxable profits or deferred tax liabilities will be available to allow all, or part, of the asset to be recovered. |
| Deferred tax assets and deferred tax liabilities are measured using the tax rates and tax laws which have been enacted, or substantively, enacted, by the balance sheet date that are expected to apply to the reversal of the timing difference. |
| Amounts of deferred tax are generally recognised in profit or loss, except when they relate to items which are recognised in other comprehensive income or directly in equity and in such cases the amounts are also recognised in other comprehensive income or equity as the case may be. |
| Foreign currencies |
| Transactions denominated in foreign currencies are recorded in the local currency at actual exchange rates as of the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the year end are reported at the rate of exchange prevailing at the year end. Any gain or loss arising from a change in exchange rates subsequent to the date of the transaction is included as an exchange gain or loss in the profit and loss account. |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
| Employee benefits |
| Short-term employee benefits are recognised as an expense in the period they are incurred. |
| The company operates a defined contribution pension scheme and the obligations for contributions are recognised as an expense in the period they are incurred. Differences between contributions payable in the year and those actually paid are recognised as prepayments or accruals in the balance sheet. The assets of the defined contribution pension scheme are held separately from those of the company in an independently administered fund. |
| 5. | TURNOVER |
| The turnover and profit before taxation are attributable to the one principal activity of the company. |
| An analysis of turnover by geographical market is given below: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| United Kingdom |
| Europe |
| Rest of the world | 18,717,192 | 15,315,387 |
| Turnover is recognised in respect of the sale of goods that have been invoiced. |
| 6. | EMPLOYEES AND DIRECTORS |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| CASTLE CHEMICALS LIMITED (REGISTERED NUMBER: SC157459) |
| Notes to the Financial Statements - continued |
| For The Year Ended 31 December 2024 |
| 6. | EMPLOYEES AND DIRECTORS - continued |
| The average number of employees during the year was as follows: |
| 31.12.24 | 31.12.23 |
| Management | 4 | 2 |
| Administration staff | 7 | 8 |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Directors' remuneration |
| Directors' pension contributions to money purchase schemes |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Money purchase schemes |
| Information regarding the highest paid director is as follows: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Emoluments etc |
| Pension contributions to money purchase schemes |
| 7. | OPERATING PROFIT |
| The operating profit is stated after charging/(crediting): |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Other operating leases |
| Depreciation - owned assets |
| Foreign exchange (gain) loss | ( |
) |
| 8. | AUDITORS' REMUNERATION |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Fees payable to the company's auditors for the audit of the company's financial statements |
13,125 |
12,500 |
| No services were provided pursuant to contingent fee arrangements. |
| 9. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Bank loan interest |
| Invoice discounting interest |
| CASTLE CHEMICALS LIMITED (REGISTERED NUMBER: SC157459) |
| Notes to the Financial Statements - continued |
| For The Year Ended 31 December 2024 |
| 10. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Current tax: |
| UK corporation tax |
| Deferred tax | ( |
) | ( |
) |
| Tax on profit |
| UK corporation tax has been charged at 25% . |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of (2023 - |
| Effects of: |
| Expenses not deductible for tax purposes |
| Depreciation in excess of capital allowances |
| Deferred tax movement | (367 | ) | (130 | ) |
| Effect of change in tax rate | - | (29,847 | ) |
| Total tax charge | 480,654 | 474,375 |
| 11. | DIVIDENDS |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Ordinary A shares of £1 each |
| Ordinary A Interim | - | 24,836 |
| Ordinary C shares of £1 each |
| Ordinary C Interim | - | 10,500 |
| Ordinary D shares of £1 each |
| Ordinary D Interim | - | 24,836 |
| Ordinary E shares of £1 each |
| Ordinary E Interim | - | 16,639 |
| CASTLE CHEMICALS LIMITED (REGISTERED NUMBER: SC157459) |
| Notes to the Financial Statements - continued |
| For The Year Ended 31 December 2024 |
| 12. | TANGIBLE FIXED ASSETS |
| Improvements | Fixtures |
| to | and |
| property | fittings | Totals |
| £ | £ | £ |
| COST |
| At 1 January 2024 |
| Additions |
| Disposals | ( |
) | ( |
) |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| 13. | FIXED ASSET INVESTMENTS |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 January 2024 |
| and 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| The company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Registered office: 25 Herbert Place, Dublin 2, Ireland |
| Nature of business: |
| % |
| Class of shares: | holding |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Aggregate capital and reserves | ( |
) | ( |
) |
| Loss for the year | ( |
) | ( |
) |
| 14. | STOCKS |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Finished goods |
| CASTLE CHEMICALS LIMITED (REGISTERED NUMBER: SC157459) |
| Notes to the Financial Statements - continued |
| For The Year Ended 31 December 2024 |
| 15. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Trade debtors |
| Other debtors |
| Tax |
| Called up share capital not paid |
| Prepayments |
| 16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Bank loans and overdrafts (see note 18) |
| Trade creditors |
| Tax |
| Social security and other taxes |
| VAT | 120,270 | 130,750 |
| Other creditors |
| Accrued expenses |
| 17. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Bank loans (see note 18) |
| 18. | LOANS |
| An analysis of the maturity of loans is given below: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Amounts falling due within one year or on demand: |
| Bank overdrafts |
| Bank loans |
| Amounts falling due between one and two years: |
| Bank loans - 1-2 years |
| 19. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Within one year |
| Between one and five years |
| CASTLE CHEMICALS LIMITED (REGISTERED NUMBER: SC157459) |
| Notes to the Financial Statements - continued |
| For The Year Ended 31 December 2024 |
| 20. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Bank overdrafts |
| Bank loans |
| There is a limited guarantee from Alan McCann and Jeff Muff in favour of HSBC Invoice Finance (UK) Ltd up to a maximum of £75,000. |
| There is a legal assignment of contract monies in favour of HSBC UK Bank PLC dated 24 October 2023. |
| A floating charge dated 13 December 2019 in favour of HSBC Invoice Finance (UK) Ltd over all the property or undertakings of the company including uncalled capital. |
| A floating charge dated 2 January 2020 in favour of HSBC UK Bank PLC over all the property or undertakings of the company including uncalled capital. |
| A charge in favour of HSBC Bank PLC dated 11 February 2020 containing a legal assignment of contract monies with a negative pledge. |
| 21. | FINANCIAL INSTRUMENTS |
| The company has entered into an invoice discounting agreement with HSBC Invoice Finance. The risks and rewards associated with trade debtors to which this invoice discounting agreement relates remain with the company, hence trade debtors remain on the balance sheet. The company retains the risk of slow- and non-payment which are significant risks. The carrying amount of trade debtors at the balance sheet date is £9,369,839 (2023: £7,971,418). |
| Financial assets |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Financial assets measured at amortised cost | 10,292,810 | 8,671,042 |
| Financial liabilities |
| Financial liabilities measured at amortised cost | 16,925,076 | 11,472,958 |
| Financial assets measured at amortised cost include debtors, discounting accounts in hand and cash balances. |
| Financial liabilities measured at amortised cost include creditors, overdrawn discounting account balances, accruals and bank loans. |
| 22. | PROVISIONS FOR LIABILITIES |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Deferred tax | 2,065 | 2,432 |
| Deferred |
| tax |
| £ |
| Balance at 1 January 2024 |
| Credit to Profit and Loss Account during year | ( |
) |
| Balance at 31 December 2024 |
| The deferred tax liability is expected to reverse over the next one to three years. |
| CASTLE CHEMICALS LIMITED (REGISTERED NUMBER: SC157459) |
| Notes to the Financial Statements - continued |
| For The Year Ended 31 December 2024 |
| 23. | CALLED UP SHARE CAPITAL |
| Allotted and issued: |
| Number: | Class: | Nominal | 31.12.24 | 31.12.23 |
| value: | £ | £ |
| 286 | Ordinary | £1 | 286 | - |
| The following shares were issued during the year: |
| 14 "Ordinary" shares of £1 for cash of £28551 |
| The structure of the share capital was changed on 17 September 2024 to reclassify the Ordinary A, C, D and E shares to Ordinary shares. Prior to the reclassification of the existing shares and issuance of a further 14 Ordinary £1 shares, the structure was as follows: |
| Ordinary £1 shares | 31.12.23 |
| £ |
| Ordinary A | 68 |
| Ordinary C | 68 |
| Ordinary D | 68 |
| Ordinary E | 68 |
| 272 |
| 24. | RESERVES |
| Capital |
| Retained | Share | redemption |
| earnings | premium | reserve | Totals |
| £ | £ | £ | £ |
| At 1 January 2024 | 2,307,559 |
| Profit for the year | - | - |
| EOT contribution | (828,750 | ) | - | - | (828,750 | ) |
| Share issue | - | 28,537 | - | 28,537 |
| At 31 December 2024 | 2,943,230 |
| Retained earnings |
| Includes all current and prior periods retained profits and losses. |
| Share premium |
| The share premium reserve is a non-distributable reserve which is part of shareholders' funds formed of the premium paid for new shares above their par value. |
| Capital redemption reserve |
| This comprises the par value of shares bought back by the company in 2019 from two retiring shareholders. |
| CASTLE CHEMICALS LIMITED (REGISTERED NUMBER: SC157459) |
| Notes to the Financial Statements - continued |
| For The Year Ended 31 December 2024 |
| 25. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
| The following advances and credits to directors subsisted during the years ended 31 December 2024 and 31 December 2023: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Balance outstanding at start of year |
| Amounts advanced |
| Amounts repaid | ( |
) |
| Amounts written off | - | - |
| Amounts waived | - | - |
| Balance outstanding at end of year |
| Balance outstanding at start of year |
| Amounts advanced |
| Amounts repaid | ( |
) |
| Amounts written off | - | - |
| Amounts waived | - | - |
| Balance outstanding at end of year |
| Mrs J J McCann |
| Balance outstanding at start of year | - | 10,000 |
| Amounts repaid | - | (10,000 | ) |
| Amounts written off | - | - |
| Amounts waived | - | - |
| Balance outstanding at end of year | - | - |
| Mrs S Muff |
| Balance outstanding at start of year | - | 10,000 |
| Amounts repaid | - | (10,000 | ) |
| Amounts written off | - | - |
| Amounts waived | - | - |
| Balance outstanding at end of year | - | - |
| The Directors loan accounts are included within Debtors: amounts falling due within one year. |
| In respect of the advances made to the directors, the rate of interest charged by the company on the advances is 0% and no formal conditions exist in relation to the advances and hence the loan accounts are repayable on demand. |
| 26. | RELATED PARTY DISCLOSURES |
| The company has taken advantage of the exemption in FRS 102, paragraph 33.1A which allows an exemption from disclosing transactions entered into between members of a group which are wholly owned within the group. |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Purchases |
| During the year, a total of key management personnel compensation of £ |
| CASTLE CHEMICALS LIMITED (REGISTERED NUMBER: SC157459) |
| Notes to the Financial Statements - continued |
| For The Year Ended 31 December 2024 |
| 27. | ULTIMATE CONTROLLING PARTY |
| The company is controlled by the corporate trustee of the Employee Ownership Trust, Castle Chemicals Trustees Limited. |