Company registration number 04020043 (England and Wales)
AOC RESINS UK LIMITED
(FORMERLY DELTECH EUROPE LIMITED)
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
AOC RESINS UK LIMITED
(FORMERLY DELTECH EUROPE LIMITED)
COMPANY INFORMATION
Directors
Mr C G Allan
Mr S P Osterwind
Mr F M Peraire
Mr F J P M Theeuwes
Mr L Bassis
(Appointed 1 May 2024)
Secretary
Vistra Cosec Limited
Company number
04020043
Registered office
Suite 1
7th Floor
50 Broadway
London
SW1H 0BL
Auditor
Ensors Accountants LLP
Saxon House
Moseley's Farm Business Centre
Fornham All Saints
Bury St Edmunds
IP28 6JY
Business address
Piperell Way
Haverhill
CB9 8PH
Bankers
Barclays Bank plc
12a Market Hill
Saffron Walden
CB10 1HQ
AOC RESINS UK LIMITED
(FORMERLY DELTECH EUROPE LIMITED)
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Statement of financial position
8
Statement of changes in equity
9
Statement of cash flows
10
Notes to the financial statements
11 - 22
AOC RESINS UK LIMITED
(FORMERLY DELTECH EUROPE LIMITED)
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Fair review of the business

AOC Resins UK has transitioned into a service provider for AOC AG, now focusing on invoicing production services instead of selling raw materials. This shift explains the decrease in turnover over the past two financial years and the continuing and discontinued operations split on the statement of comprehensive income. As a result, the cost of goods has also decreased since AOC Resins UK no longer purchases raw materials.

The state of the factory emerged as a significant issue over the past few years, prompting the leadership team to make substantial investments in capital expenditure (Capex) for the coming years. As a result, the amount of Capex under construction increased significantly by year-end.

Principal risks and uncertainties

The primary objective of the company is to effectively manage its risks within predefined parameters, as agreed upon and approved by the company’s director. The specific risks and their corresponding mitigation strategies are as follows:

Operational Risks: Operational risks encompass various challenges that can impact the smooth functioning of a toller company. These include production delays with any disruptions, such as equipment breakdowns, supply chain issues. To mitigate the risk, the company has invested substantial investments in capital expenditure (Capex) for the coming years to minimise the impact of breakdowns. Furthermore, the company maintains strong relationships with suppliers to address supply chain disruptions promptly.

Health and Safety Risks: Workplace accidents, exposure to hazardous materials, or non-compliance with safety regulations pose risks to employees and the company’s overall well-being. To mitigate the risk, the company strictly enforce safety protocols and provide proper training to prevent accidents. Additionally, the Company conduct regular safety audits to identify and address potential risks.

Environmental Risks: Violations of environmental regulations, improper waste disposal, or pollution incidents can result in fines, legal consequences, and reputational damage. To mitigate the risk, the company monitor compliance with environmental regulations and promptly address any violations and implement effective waste disposal plans to minimise environmental impact.

Key performance indicators

The director continually monitors key performance indicators (KPIs) to ensure business success. These KPIs include Operating Expenses, ISO 9001 and ISO 14001 certifications, and cash flow. Close monitoring of the company’s cash position and meeting secured banking obligations are critical for future commitments.

On behalf of the board

Mr S P Osterwind
Mr F J P M Theeuwes
Director
Director
16 June 2025
16 June 2025
AOC RESINS UK LIMITED
(FORMERLY DELTECH EUROPE LIMITED)
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company is to provide production services to AOC AG. The company provides toll manufacturing services, contract R&D, technical support and sales and marketing support services to AOC AG, in return for cost plus mark-up.

Results and dividends

The results for the year are set out on page 7.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

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

Mr C G Allan
Mr S P Osterwind
Mr F M Peraire
Mr J G Soulie
(Resigned 1 May 2024)
Mr F J P M Theeuwes
Mr L Bassis
(Appointed 1 May 2024)
Auditor

The auditor, Ensors Accountants LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company'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 the review of the business and principal risks and uncertainties.

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 company’s auditor 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 company’s auditor is aware of that information.

On behalf of the board
Mr S P Osterwind
Mr F J P M Theeuwes
Director
Director
16 June 2025
16 June 2025
AOC RESINS UK LIMITED
(FORMERLY DELTECH EUROPE LIMITED)
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

The directors are responsible for preparing the annual report 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). 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; and

- 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.

AOC RESINS UK LIMITED
(FORMERLY DELTECH EUROPE LIMITED)
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF AOC RESINS UK LIMITED
- 4 -
Opinion

We have audited the financial statements of AOC Resins UK Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the 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:

- 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 Auditor's 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual 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.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

AOC RESINS UK LIMITED
(FORMERLY DELTECH EUROPE LIMITED)
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF AOC RESINS UK LIMITED (CONTINUED)
- 5 -
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 identifie d material misstatements in the strategic report or the directors' r eport.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

- adequate accounting records have not been kept, 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 directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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.

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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Our audit was designed to include tests of detail together with an assessment of the control environment to enable us to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement due to fraud. This included work on areas where we consider there is a higher risk of fraud including revenue recognition, management override of systems and control, transactions with related parties, commitments and contingencies and accounting estimates.

We also obtained an understanding of the legal and regulatory framework that the company operates in, through discussions with the directors and other management, and from our own knowledge and experience of the sector.

AOC RESINS UK LIMITED
(FORMERLY DELTECH EUROPE LIMITED)
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF AOC RESINS UK LIMITED (CONTINUED)
- 6 -

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

- obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company are complying with the legal and regulatory framework both at the planning stage and reminded to remain alert throughout the audit;

- inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

- audited the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business;

- discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud;

- challenged accounting estimates to ensure no indication of management bias.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

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.

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.

Christopher Barrett (Senior Statutory Auditor)
For and on behalf of Ensors Accountants LLP, Statutory Auditor
Chartered Accountants
Saxon House
Moseley's Farm Business Centre
Fornham All Saints
Bury St Edmunds
IP28 6JY
17 June 2025
AOC RESINS UK LIMITED
(FORMERLY DELTECH EUROPE LIMITED)
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
Continuing
Discontinued
31 December
Continuing
Discontinued
31 December
operations
operations
2024
operations
operations
2023
Notes
£
£
£
£
£
£
Revenue
3
6,532,143
58,936
6,591,079
4,094,136
13,625,446
17,719,582
Cost of sales
(3,700,194)
(138,839)
(3,839,033)
(3,147,027)
(12,394,747)
(15,541,774)
Administrative expenses
(2,646,731)
-
0
(2,646,731)
(753,693)
(1,623,424)
(2,377,117)
Other operating income
190,604
84,391
274,995
40,678
387,044
427,722
Operating profit
4
375,822
4,488
380,310
234,094
(5,681)
228,413
Investment income
8
103,659
-
0
103,659
47,437
-
0
47,437
Finance costs
9
(1,889)
-
0
(1,889)
(1,071)
-
0
(1,071)
Profit before taxation
477,592
4,488
482,080
280,460
(5,681)
274,779
Tax on profit
10
(127,467)
-
0
(127,467)
(78,404)
-
0
(78,404)
Profit for the financial year
350,125
4,488
354,613
202,056
(5,681)
196,375

The notes on pages 11 to 22 form part of these financial statements.

AOC RESINS UK LIMITED
(FORMERLY DELTECH EUROPE LIMITED)
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
31 December 2024
- 8 -
2024
2023
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
13
13,195,061
6,814,767
Current assets
Inventories
15
24,882
204,825
Trade and other receivables
16
1,927,126
2,365,366
Cash and cash equivalents
2,330,552
6,795,296
4,282,560
9,365,487
Current liabilities
17
(3,656,792)
(2,841,505)
Net current assets
625,768
6,523,982
Total assets less current liabilities
13,820,829
13,338,749
Provisions for liabilities
Deferred tax liability
18
572,022
444,555
(572,022)
(444,555)
Net assets
13,248,807
12,894,194
Equity
Called up share capital
20
327,484
327,484
Retained earnings
21
12,921,323
12,566,710
Total equity
13,248,807
12,894,194

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

The financial statements were approved by the board of directors and authorised for issue on 16 June 2025 and are signed on its behalf by:
Mr S P Osterwind
Mr F J P M Theeuwes
Director
Director
Company registration number 04020043 (England and Wales)
AOC RESINS UK LIMITED
(FORMERLY DELTECH EUROPE LIMITED)
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
Share capital
Retained earnings
Total
£
£
£
Balance at 1 January 2023
327,484
12,370,335
12,697,819
Year ended 31 December 2023:
Profit and total comprehensive income
-
196,375
196,375
Balance at 31 December 2023
327,484
12,566,710
12,894,194
Year ended 31 December 2024:
Profit and total comprehensive income
-
354,613
354,613
Balance at 31 December 2024
327,484
12,921,323
13,248,807
AOC RESINS UK LIMITED
(FORMERLY DELTECH EUROPE LIMITED)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
26
2,547,565
6,901,490
Interest paid
(1,889)
(1,071)
Income taxes paid
-
0
(211,531)
Net cash inflow from operating activities
2,545,676
6,688,888
Investing activities
Purchase of property, plant and equipment
(7,114,079)
(4,087,010)
Interest received
103,659
47,437
Net cash used in investing activities
(7,010,420)
(4,039,573)
Net (decrease)/increase in cash and cash equivalents
(4,464,744)
2,649,315
Cash and cash equivalents at beginning of year
6,795,296
4,145,981
Cash and cash equivalents at end of year
2,330,552
6,795,296
AOC RESINS UK LIMITED
(FORMERLY DELTECH EUROPE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
1
Accounting policies
Company information

AOC Resins UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Suite 1, 7th Floor, 50 Broadway, London, SW1H 0BL.

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 sterling, which is the functional currency of the company. Monetary a mounts 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.

1.2
Going concern

A true t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Revenue

Turnover represents amounts receivable for goods and services net of VAT and trade discounts and is recognised upon despatch of goods or in the time period to which the service relates.

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 delivery 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.

1.4
Property, plant and equipment

Property, plant and equipment are initially measured at cost, net of depreciation and any impairment losses.

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

Freehold Land & buildings
10% straight line
Plant and machinery
10% - 15% straight line
Fixtures, fittings & equipment
10% straight line

Freehold land and assets in the course of construction 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 income statement.

1.5
Impairment of non-current assets

At each reporting end date, the company reviews the carrying amounts of its tangible and intangible 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).

AOC RESINS UK LIMITED
(FORMERLY DELTECH EUROPE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 12 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit.

1.6
Inventories

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of inventories 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.

1.7
Financial instruments

The company 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 company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

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

Basic financial assets

Basic financial assets, which include trade and other receivables 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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

AOC RESINS UK LIMITED
(FORMERLY DELTECH EUROPE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including trade and other payables, 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 paymen ts 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 payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

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 company after deducting all of its liabilities.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.8
Equity instruments

Equity instruments issued by the company 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 company.

AOC RESINS UK LIMITED
(FORMERLY DELTECH EUROPE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
1.9
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 income statement 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 company’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 income statement, 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 when the company has 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.

1.10
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 non-current 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.

1.11
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.12
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 lease s asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.13
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

AOC RESINS UK LIMITED
(FORMERLY DELTECH EUROPE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are 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 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.

Key sources of estimation uncertainty
Valuation of Tangible Assets

In the current year, the company has made substantial investments in renovating and reconstructing the site in Haverhill. These costs are associated with various ongoing projects related to the site reconstruction. The company expects the full reconstruction to be completed within 5 years. Initially, any costs incurred during the reconstruction are treated as an asset under construction. However, once it is determined that the assets purchased or work completed are in use by the company, they are transferred to either plant and machinery or computer equipment as necessary. Depreciation is subsequently applied to the asset from the point it is put into use, following the appropriate depreciation rates outlined in the accounting policies.

During this reconstruction process, several existing assets are earmarked for disposal. These assets are initially recognised at the lower of their net book value and the recoverable amount. Once it is determined that an asset will be disposed of, it is appropriately accounted for based on these valuation considerations.

3
Revenue

An analysis of the company's revenue is as follows:

2024
2023
£
£
Revenue analysed by class of business
Resins and polymers
6,591,079
17,719,582
2024
2023
£
£
Revenue analysed by geographical market
UK
-
6,815,880
Western Europe
6,591,079
10,903,702
6,591,079
17,719,582
2024
2023
£
£
Other revenue
Interest income
103,659
47,437
AOC RESINS UK LIMITED
(FORMERLY DELTECH EUROPE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
4
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
4,463
(33,196)
Depreciation of owned property, plant and equipment
623,492
483,432
Impairment of owned property, plant and equipment
-
0
9,410
Loss on disposal of property, plant and equipment
110,293
-
Operating lease charges
37,813
33,053
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 company
21,825
16,550
6
Employees

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

2024
2023
Number
Number
Production
14
13
Technical
13
8
Administration
9
11
Total
36
32

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
1,592,996
1,478,168
Social security costs
219,157
170,236
Pension costs
84,918
94,546
1,897,071
1,742,950
AOC RESINS UK LIMITED
(FORMERLY DELTECH EUROPE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
122,795
118,207
Company pension contributions to defined contribution schemes
6,293
5,562
129,088
123,769
8
Investment income
2024
2023
£
£
Interest income
Interest on bank deposits
103,659
47,437
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
103,659
47,437
9
Finance costs
2024
2023
£
£
Other finance costs:
Interest on finance leases and hire purchase contracts
1,442
-
Other interest
447
1,071
1,889
1,071
10
Taxation
2024
2023
£
£
Deferred tax
Origination and reversal of timing differences
127,467
78,404
AOC RESINS UK LIMITED
(FORMERLY DELTECH EUROPE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Taxation
(Continued)
- 18 -

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
482,080
274,779
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
120,520
64,628
Tax effect of expenses that are not deductible in determining taxable profit
46
4,577
Permanent capital allowances in excess of depreciation
7,192
4,558
Effect of change in deferred tax rate
(291)
4,641
Taxation charge for the year
127,467
78,404
11
Discontinued operations

Starting from 1st April 2023, the company offers toll manufacturing services, contract R&D, technical support, and sales and marketing support services to AOC AG, in exchange for a cost-plus mark-up. These services constitute the ongoing operations for the financial years ending in 2023 and 2024.

12
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2024
2023
Notes
£
£
In respect of:
Property, plant and equipment
13
-
0
9,410
Recognised in:
Cost of sales
-
9,410
AOC RESINS UK LIMITED
(FORMERLY DELTECH EUROPE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
13
Property, plant and equipment
Freehold Land & buildings
Assets under construction
Plant and machinery
Fixtures, fittings & equipment
Total
£
£
£
£
£
Cost
At 1 January 2024
952,424
4,033,298
6,381,454
21,041
11,388,217
Additions
-
0
7,114,079
-
0
-
0
7,114,079
Disposals
-
0
-
0
(278,147)
-
0
(278,147)
Transfers
70,806
(1,514,526)
1,443,720
-
0
-
0
At 31 December 2024
1,023,230
9,632,851
7,547,027
21,041
18,224,149
Depreciation and impairment
At 1 January 2024
275,352
-
0
4,282,966
15,132
4,573,450
Depreciation charged in the year
28,767
-
0
594,338
387
623,492
Eliminated in respect of disposals
-
0
-
0
(167,854)
-
0
(167,854)
At 31 December 2024
304,119
-
0
4,709,450
15,519
5,029,088
Carrying amount
At 31 December 2024
719,111
9,632,851
2,837,577
5,522
13,195,061
At 31 December 2023
677,072
4,033,298
2,098,488
5,909
6,814,767

More information on impairment movements in the year is given in note 12.

14
Financial instruments
2024
2023
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
555,137
1,683,731
Carrying amount of financial liabilities
Measured at amortised cost
3,601,056
2,801,032
15
Inventories
2024
2023
£
£
Raw materials and consumables
-
179,943
Finished goods and goods for resale
24,882
24,882
24,882
204,825
AOC RESINS UK LIMITED
(FORMERLY DELTECH EUROPE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
16
Trade and other receivables
2024
2023
Amounts falling due within one year:
£
£
Trade receivables
33,556
481,672
Corporation tax recoverable
80,781
80,781
Amounts owed by group undertakings
474,280
1,159,994
Other receivables
748,328
540,661
Prepayments and accrued income
590,181
102,258
1,927,126
2,365,366
17
Current liabilities
2024
2023
£
£
Trade payables
2,780,613
2,443,745
Taxation and social security
55,736
40,473
Other payables
16,235
-
0
Accruals and deferred income
804,208
357,287
3,656,792
2,841,505
18
Deferred taxation

Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
2,169,495
680,271
Tax losses
(1,597,473)
(235,716)
572,022
444,555
2024
Movements in the year:
£
Liability at 1 January 2024
444,555
Charge to profit or loss
127,467
Liability at 31 December 2024
572,022

The deferred tax liability set out above is expected to reverse over the life of the assets and relates to accelerated capital allowances that are expected to mature within the same period.

AOC RESINS UK LIMITED
(FORMERLY DELTECH EUROPE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
19
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
84,918
94,546

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

20
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
327,484
327,484
327,484
327,484

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

21
Retained earnings

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

22
Operating lease commitments
Lessee

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

2024
2023
£
£
Within one year
78,597
30,741
Between two and five years
236,825
34,941
315,422
65,682
23
Capital commitments

Amounts contracted for but not provided in the financial statements:

2024
2023
£
£
Acquisition of property, plant and equipment
434,718
-
24
Events after the reporting date

On 3 March 2025, there was a change in the Ultimate Parent Company. For more details, see Note 25.

Additionally, a loan agreement for €6 million was signed on 10 February 2025, between the company and its immediate parent company.

AOC RESINS UK LIMITED
(FORMERLY DELTECH EUROPE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
25
Ultimate controlling party

At the financial year end the immediate parent company is AOC (China) Holding B.V. a company registered in Netherlands. The ultimate parent company is considered to be Lone Star Management Co. X I, Ltd. a company incorporated in the state of Bermuda.

On 3 March 2025, the Ultimate Parent Company is considered to be Nippon Paint Holdings Co., Ltd. a company incorporated in Japan.

26
Cash generated from operations
2024
2023
£
£
Profit after taxation
354,613
196,375
Adjustments for:
Taxation charged
127,467
78,404
Finance costs
1,889
1,071
Investment income
(103,659)
(47,437)
Loss on disposal of property, plant and equipment
110,293
-
Depreciation and impairment of property, plant and equipment
623,492
492,842
Movements in working capital:
Decrease in inventories
179,943
4,217,621
Decrease in trade and other receivables
438,240
3,853,356
Increase/(decrease) in trade and other payables
815,287
(1,890,742)
Cash generated from operations
2,547,565
6,901,490
27
Analysis of changes in net funds
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
6,795,296
(4,464,744)
2,330,552
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