REGISTERED NUMBER: 02937558 (England and Wales)

Chemlink Specialities Limited

Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 December 2024

Page

Company information

1

Strategic report

2

Report of the directors

3

Report of the independent auditors

5

Income statement

9

Other comprehensive income

10

Balance sheet

11

Statement of changes in equity

12

Cash flow statement

13

Notes to the cash flow statement

14

Notes to the financial statements

15

Directors:

J B Minister

J Prinssen

Registered office:

Peter Minister House

26-30 Station Road

Urmston

Manchester

M41 9JQ

Registered number:

02937558 (England and Wales)

Auditors:

Dains Audit Limited

Statutory Auditor

Chartered Accountants

Birmingham

B3 3AX

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

Review of business

The directors consider that the performance of the business during the year under review has been satisfactory especially in view of the challenges faced which include exchange rate fluctuations.

Key performance indicators

The key performance indicators are considered to be gross profit percentage and operating profit achieved.

Details of these are given in the Income Statement.

Future developments

As described in note 2 the company transferred its assets and undertaking to Harke UK Limited Partnership on 1 January 2024 and is therefore no longer considered to be a going concern.

Research and development

The company carries out research and development to provide solutions for specific applications and situations.

On behalf of the board:

J B Minister - Director

10 June 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

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.

J B Minister

J Prinssen

Going concern

As described in note 2 the company transferred its property, rights and assets to Harke UK Limited Partnership on 1 January 2024 and is therefore no longer considered to be a going concern.

Statement of directors' responsibilities

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). 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.

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.

On behalf of the board:

J B Minister - Director

10 June 2025

Opinion

We have audited the financial statements of Chemlink Specialities Limited (the 'company') for the year ended 31 December 2024 which comprise the Income statement, 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

Emphasis of matter - Going concern

We draw attention to note 2 in the financial statements which explains that the company permanently transferred its operations on 1January 2024 and therefore the directors do not consider it appropriate to adopt the going concern basis of accounting in preparing these financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern, as described in note 2. Our opinion is not modified in respect of this matter.

Our responsibilities and the responsibilities of the directors 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 and the Report of the directors, 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.

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 three, 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.

Auditors' responsibilities for the audit of the financial statements

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

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the senior statutory auditor ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector;

- financial statements or the operations of the company, including the financial reporting legislation, Companies Act 2006, taxation legislation, anti-bribery, employment, and environmental and health and safety legislation;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias;

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance;

- enquiring of management as to actual and potential litigation and claims;

- reviewing correspondence with HMRC, relevant regulators and the company's legal advisors.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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.

Karina Parsons FCA (Senior Statutory Auditor)

for and on behalf of Dains Audit Limited

Statutory Auditor

Chartered Accountants

Birmingham

B3 3AX

10 June 2025

Turnover

4

-

14,218,033

Cost of sales

-

11,358,778

Gross profit

-

2,859,255

Administrative expenses

-

2,827,450

-

31,805

Other operating income

1,898,876

38,580

Operating profit

6

1,898,876

70,385

Interest receivable and similar income

-

46,759

1,898,876

117,144

Interest payable and similar expenses

7

-

1,593

Profit before taxation

1,898,876

115,551

Tax on profit

8

-

32,384

Profit for the financial year

1,898,876

83,167

Profit for the year

1,898,876

83,167

Other comprehensive income

-

-

Total comprehensive income for the year

1,898,876

83,167

Fixed assets

Tangible assets

9

-

25,272

Current assets

Stocks

10

-

1,768,991

Debtors

11

6,258,959

2,720,757

Cash at bank

-

1,510,865

6,258,959

6,000,613

Creditors

Amounts falling due within one year

12

-

1,660,302

Net current assets

6,258,959

4,340,311

Total assets less current liabilities

6,258,959

4,365,583

Provisions for liabilities

14

-

5,500

Net assets

6,258,959

4,360,083

Capital and reserves

Called up share capital

15

134

134

Share premium

16

22,560

22,560

Retained earnings

16

6,236,265

4,337,389

Shareholders' funds

6,258,959

4,360,083

The financial statements were approved by the Board of Directors and authorised for issue on 10 June 2025 and were signed on its behalf by:

J B Minister - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2023

134

4,254,222

22,560

4,276,916

Changes in equity

Total comprehensive income

-

83,167

-

83,167

Balance at 31 December 2023

134

4,337,389

22,560

4,360,083

Changes in equity

Total comprehensive income

-

1,898,876

-

1,898,876

Balance at 31 December 2024

134

6,236,265

22,560

6,258,959

Cash flows from operating activities

Cash generated from operations

1

3,863,413

360,936

Interest element of hire purchase or finance lease rental payments paid

-

(1,593

)

Hive up consolidation

(5,540,579

)

-

Tax paid

11,772

(90,619

)

Net cash from operating activities

(1,665,394

)

268,724

Cash flows from investing activities

Sale of tangible fixed assets

148,203

-

Interest received

-

46,759

Net cash from investing activities

148,203

46,759

Cash flows from financing activities

Capital repayments in year

-

(12,617

)

Amount introduced by directors

6,326

-

Net cash from financing activities

6,326

(12,617

)

(Decrease)/increase in cash and cash equivalents

(1,510,865

)

302,866

Cash and cash equivalents at beginning of year

2

1,510,865

1,207,999

Cash and cash equivalents at end of year

2

-

1,510,865

1.	Reconciliation of profit before taxation to cash generated from operations

31.12.24

31.12.23

£

£

Profit before taxation

1,898,876

115,551

Depreciation charges

-

15,367

Finance costs

-

1,593

Finance income

-

(46,759

)

1,898,876

85,752

Decrease in stocks

1,768,991

694,770

Decrease in trade and other debtors

1,832,659

227,926

Decrease in trade and other creditors

(1,637,113

)

(647,512

)

Cash generated from operations

3,863,413

360,936

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

-

1,510,865

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

1,510,865

1,207,999

3.	Analysis of changes in net funds

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank

1,510,865

(1,510,865

)

-

1,510,865

(1,510,865

)

-

Total

1,510,865

(1,510,865

)

-

1.	Statutory information

Chemlink Specialities Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The principal activity of the company in the year under review was that of the distribution of chemical products.

2.	Accounting policies

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Following the decision by the directors to transfer the property, rights and assets to Harke UK Limited Partnership on 1 January 2024 the going concern basis of accounting is not appropriate in the preparation of these financial statements. No adjustment is considered necessary to the amounts in these financial statements in respect of the non-going concern basis.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for the sale of goods in the ordinary course of the business. Turnover is shown net of value added tax, of goods sold to external customers.

Turnover is recognised at the point of sale at which the goods are despatched.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

15% on cost

Tangible fixed assets are reviewed for impairments in periods if events or changes in circumstances indicate that the carrying value may not be recoverable.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments'. Financial instruments are recognised in the company's balance sheet 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 instruments

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transactions 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.

Impairment of financial assets

Financial assets 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 occurs 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 cashflows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit and loss.

If there is a decrease in the impairment loss arising from an event occuring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cashflows from the asset expire or are settled, or when the company transfers the financial assets 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 creditors and bank loans are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

Derecognition of financial liabilities

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

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

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.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme.

The assets of the scheme are held separately from those of the company in an independently administered fund.

Contributions payable to the company's pension scheme are charged to profit and loss in the period to which they relate.

3.	Critical accounting 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 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.

Critical judgements

Stock is valued at the lower of costs and net realisable value. Stock is deemed obsolete if it has expired and accordingly is fully provided against.

Depreciation is provided to write off the cost of each asset over its estimated useful life. In setting the rate to be applied the directors consider the estimated useful life of similar assets

4.

Turnover

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market for the year ended 31 December 2023 is given below:

£

United Kingdom

13,412,818

Europe

805,215

14,218,033

This analysis is not considered to be applicable to the year ended 31 December 2024.

5.	Employees and directors

31.12.24

31.12.23

£

£

Wages and salaries

-

1,627,264

Social security costs

-

194,520

Other pension costs

-

246,037

-

2,067,821

The average number of employees during the year was as follows:

31.12.24

31.12.23

Management and administration

2

8

Sales and distribution

-

21

2

29

31.12.24

31.12.23

£

£

Directors' remuneration

-

105,616

Directors' pension contributions to money purchase schemes

-

5,250

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

-

1

6.	Operating profit

The operating profit is stated after charging:

31.12.24

31.12.23

£

£

Hire of plant and machinery

-

32,326

Depreciation - owned assets

-

15,367

Auditors' remuneration

-

9,105

Foreign exchange differences

-

9,607

Operating leases

-

33,236

7.

Interest payable and similar expenses

31.12.24

31.12.23

£

£

Hire purchase

-

1,593

8.

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

-

35,684

Deferred tax

-

(3,300

)

Tax on profit

-

32,384

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is the same as the standard rate of corporation tax in the UK.

31.12.24

31.12.23

£

£

Profit before tax

1,898,876

115,551

Profit multiplied by the standard rate of corporation tax in the UK of 0% (2023 - 23.520%)

-

27,178

Effects of:

Expenses not deductible for tax purposes

-

5,053

Effect of changes in tax rates

-

153

Total tax charge

-

32,384

9.	Tangible fixed assets

Plant and

machinery

£

Cost

At 1 January 2024

148,203

Disposals

(148,203

)

At 31 December 2024

-

Net book value

At 31 December 2024

-

At 31 December 2023

148,203

The net book value of plant and machinery held under hire purchase contracts is £nil (2022: £24,603).

10.

Stocks

31.12.24

31.12.23

£

£

Goods for resale

-

1,768,991

11.

Debtors

31.12.24

31.12.23

£

£

Amounts falling due within one year:

Trade debtors

-

1,804,216

Amounts owed by group undertakings

6,258,959

870,000

Directors' current accounts

-

6,326

Corporation Tax

-

9,716

Prepayments

-

28,443

6,258,959

2,718,701

Amounts falling due after more than one year:

Taxation recoverable

-

2,056

Aggregate amounts

6,258,959

2,720,757