ISP Holdings (U.K.) Ltd.
Registered number: 03823101
Annual Report
For the year ended 30 September 2024
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ISP HOLDINGS (U.K.) LTD.
COMPANY INFORMATION
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ISP HOLDINGS (U.K.) LTD.
CONTENTS
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Director's Responsibilities Statement
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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ISP HOLDINGS (U.K.) LTD.
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
The director presents his Strategic Report of ISP Holdings (U.K.) Ltd (the 'Company') for the year ended 30 September 2024.
Principal activity and business review
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The principal activity of the Company is to hold the investments in ISP Microcaps (U.K.) Limited and Techwax Limited.
The director considers the Company's performance to be satisfactory and in line with expectations and expects this level of performance to continue in the future.
Principal risks and uncertainties
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The Company continues to enjoy the full support of its U.S. parent undertaking, Ashland Inc., and thus no risks or uncertainties currently exist which would hinder continued operations in the markets that it operates within.
Financial key performance indicators (KPIs)
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Management monitor the net assets of the business as a key performance indicator. In 2024, the net assets were £12,559,000 (2023: £12,207,000).
Risk management objectives and policies
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The activities of the Company's subsidiaries are to act as toll manufacturers and sales agents on behalf of Ashland Industries Europe GmbH and thus it is Ashland Industries Europe GmbH, who bears all operational exposure to risk on pricing, credit, liquidity and cash flows.
The business complies with all current environmental legislation; this is led by the ultimate U.S parent company, Ashland Inc., and is audited on a regular basis.
This report was approved by the board and signed on its behalf by:
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ISP HOLDINGS (U.K.) LTD.
DIRECTOR'S REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
The director presents his Annual Report and the audited financial statements for ISP Holdings UK Limited (the 'Company') for the year ended 30 September 2024.
The principal activity of the Company is to hold the investments in ISP Microcaps (U.K.) Limited and Techwax Limited.
The profit for the year, after taxation, amounted to £352,000 (2023: £256,000).
The director does not recommend the payment of a dividend for the financial year (2023: £nil).
The director who served during the year and to the date of this report was:
During the current year, the Company made a profit of £352,000 (2023: £256,000) and had net assets of £12,559,000 (2023: £12,207,000). On this basis, the director has considered the Company’s current and future prospects and its availability of financing, and is satisfied that the Company can continue to pay its liabilities as they fall due over a period to 30 June 2026.
The director has received assurances and a letter of support from Ashland Inc. on behalf of the Ashland Group that it will continue to support the Company for the period to 30 June 2026.
The director has made detailed enquiries, including confirmation of the strong liquidity position announced by Ashland Group and review of the latest financial results and projections for a period to 30 June 2026. After making these detailed enquiries, the director is confident that Ashland Group has sufficient resources to enable it to provide financial support, for the period to 30 June 2026 and therefore has prepared the financial statements on a going concern basis.
Economic impact of global events
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UK businesses are facing many uncertainties and challenges caused by political, economic, social, technological, legal and environmental factors. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.
The director has carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and concluded that the greatest impact on the business is expected to be from the economic ripple effect on the global economy.
The director has taken account of these potential impacts in their going concern assessment. The Company continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.
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ISP HOLDINGS (U.K.) LTD.
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Matters covered in the Strategic Report
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As permitted by paragraph 1A of Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and reports) Regulations 2008 certain matters which are required to be disclosed in the Director's Report have been omitted as they are included in the Strategic Report. These matters relate to future developments.
Provision of information to auditor
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The director at the time when this Director's Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
The auditor, Ernst & Young LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf by:
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ISP HOLDINGS (U.K.) LTD.
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law, the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law, the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the director is required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
∙provide additional disclosures when compliance with the specific requirements in FRS 102 is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Company financial position and financial performance;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.
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ISP HOLDINGS (U.K.) LTD.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ISP HOLDINGS (U.K.) LTD.
Opinion
We have audited the financial statements of ISP Holdings (U.K.) Ltd. (the ‘Company’) for the year ended 30 September 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes 1 to 16, 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 FRS 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 30 September 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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period to 30 June 2026.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company's ability to continue as a going concern.
Other information
The other information comprises the information included in the Annual Report, other than the financial statements and our Auditor’s Report thereon. The director is responsible for the other information contained within the Annual Report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
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ISP HOLDINGS (U.K.) LTD.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ISP HOLDINGS (U.K.) LTD.
Other information (continued)
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 the 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 Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and Director's Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In 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 Director's Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, 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 director's remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
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ISP HOLDINGS (U.K.) LTD.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ISP HOLDINGS (U.K.) LTD.
Responsibilities of the director
As explained more fully in the Director's Responsibilities Statement set out on page 4, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the director is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the 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.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.
Our approach was as follows:
∙We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are those that relate to the reporting framework (Companies Act 2006, FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', Bribery Act 2010, those laws and regulations relating to health and safety and employee matters and relevant tax compliance regulations in the jurisdictions in which the Company operates, including the United Kingdom).
∙We understood how the Company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures. We corroborated our enquiries through the review of the following documentation: all minutes of board meetings held during the year; the Company's code of conduct setting out the key principles and requirements for all staff in relation to compliance with laws and regulations; and any relevant correspondence with local tax authorities.
∙We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by considering the controls that the Company established to address risks identified by the Company or that otherwise seek to prevent, deter or detect fraud. We gained an understanding of the entity level controls and policies that the Company applies.
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ISP HOLDINGS (U.K.) LTD.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ISP HOLDINGS (U.K.) LTD.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud (continued)
∙Based on this understanding we designed our audit procedures to identify noncompliance with such laws and regulations. Our procedures involved testing of journal entries, with a focus on journals indicating large or unusual transactions or meeting our defined risk criteria based on our understanding of the business, enquiries of management and the director and review of legal correspondence.
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 Auditor’s Report.
Use of the audit 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.
Mark Lawther (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
Belfast
Date: 26 June 2025
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ISP HOLDINGS (U.K.) LTD.
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit for the financial year
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Other comprehensive income
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Total comprehensive income for the year
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The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.
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The notes on pages 12 to 21 form part of these financial statements.
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ISP HOLDINGS (U.K.) LTD.
REGISTERED NUMBER: 03823101
STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 21 form part of these financial statements.
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ISP HOLDINGS (U.K.) LTD.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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Comprehensive income for the year
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Total comprehensive income for the year
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Comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 12 to 21 form part of these financial statements.
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ISP HOLDINGS (U.K.) LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
ISP Holdings (U.K.) Ltd. (the 'Company') is a private company limited by shares incorporated and domiciled in England and Wales. The address of its registered office is Unit 4b Whinbank Park, Whinbank Road, Aycliffe Business Park, Newton Aycliffe, County Durham, DL5 6AY.
The principal activity of the Company is to hold the investments in ISP Microcaps (U.K.) Limited and Techwax Limited. The director considers the Company’s performance to be satisfactory and in line with expectations.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland (FRS 102) and the Companies Act 2006.
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The financial statements have been presented in Pound Sterling as this is the currency of the primary economic environment in which the Company operates and is rounded to the nearest thousand pounds (£000) unless otherwise stated.
The following significant accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; and
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Ashland Inc. as at 30 September 2024 and these financial statements may be obtained from 8145 Blazer Drive, Wilmington, Delaware 19808.
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ISP HOLDINGS (U.K.) LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
2.Accounting policies (continued)
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Exemption from preparing consolidated financial statements
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The Company is a parent company that is also a subsidiary included in the consolidated financial statements of its immediate parent undertaking established under the law of a non-UK state and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006. These financial statements therefore present information about the Company as an individual undertaking and not about the group.
During the current year, the Company made a profit of £352,000 (2023: £256,000) and had net assets of £12,559,000 (2023: £12,207,000). On this basis, the director has considered the Company’s current and future prospects and its availability of financing, and is satisfied that the Company can continue to pay its liabilities as they fall due over the period to 30 June 2026.
The director has received assurances and a letter of support from Ashland Inc. on behalf of the Ashland Group that it will continue to support the Company for a period to 30 June 2026.
The director has made detailed enquiries, including confirmation of the strong liquidity position announced by Ashland Group and review of the latest financial results and projections for the period to 30 June 2026. After making these detailed enquiries, the director is confident that Ashland Group has sufficient resources to enable it to provide financial support, for the period to 30 June 2026 and therefore has prepared the financial statements on a going concern basis.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentation currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income.
All foreign exchange gains and losses are presented in the Statement of Comprehensive Income within 'administrative expenses'.
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Interest receivable and similar income
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Interest receivable and similar income is recognised in the Statement of Comprehensive Income using the effective interest method.
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ISP HOLDINGS (U.K.) LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
2.Accounting policies (continued)
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Interest payable and similar expenses
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Interest payable and similar expenses are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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Current and deferred taxation
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Tax is recognised in profit or loss within the Statement of Comprehensive income, except that a charge attributable to an item of income and expense recognised as other comprehensive income, or to an item recognised directly in equity, is also recognised in other comprehensive income, or directly in equity, respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments are tested for impairment where an indication of impairment exists at the same reporting date.
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Debtors: amounts falling due within one year
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Short-term debtors are measured at transaction price, less any impairment. Other financial assets are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Creditors: amounts falling due within one year
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Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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ISP HOLDINGS (U.K.) LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
2.Accounting policies (continued)
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares are shown in equity as a deduction, net of tax, from the proceeds.
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 amounts owed by group undertakings are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's amounts owed by group undertakings due with the operating cycle fall into this category of financial instruments.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade creditors and accruals are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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ISP HOLDINGS (U.K.) LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In applying the Company’s accounting policies, the director is required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The director's judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.
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.
3.1 Critical judgements in applying the Company’s accounting policies
The critical judgements that the director has made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below.
(i) Assessing indicators of impairment
In assessing whether there have been any indicators of impairment of assets, the director has considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability. There have been no indicators of impairments identified during the current financial year.
3.2 Key sources of estimation uncertainty
The director does not consider there to be any key sources of estimation uncertainty.
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ISP HOLDINGS (U.K.) LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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The operating loss is stated after charging:
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Auditor's remuneration for the audit of the financial statements
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The average monthly number of employees, including the director, during the year was 1 (2023: 1).
The remuneration of the director in the current and prior financial accounting year was borne by other group companies and is disclosed in the financial statements of those companies. It is not practical to apportion director’s remuneration between those companies. The director does not participate in any pension scheme arrangements related to the Company.
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Interest receivable and similar income
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Interest receivable on cash pooling
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ISP HOLDINGS (U.K.) LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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Current tax on profit for the year
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Adjustments in respect of previous periods
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2023: the same as) the standard rate of corporation tax in the UK of25% (2023: 22.01%). The differences are explained below:
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Profit multiplied by standard rate of corporation tax in the UK of 25% (2023: 22.01%)
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Adjustments to tax charge in respect of prior periods
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Total tax charge for the year
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Factors that may affect future tax charges
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From 1 April 2023, the rate of corporation tax in the United Kingdom increased from 19% to 25%. Companies with profits of £50,000 or less are continuing to be taxed at 19%, which is a new small profits rate. Where taxable profits are between £50,000 and £250,000, the higher 25% rate will apply but with a marginal relief applying as profits increase. Deferred tax recognised during the year has been calculated at 25%.
The Company has an unrecognised deferred tax asset of £nil (2023: £nil).
- 18 -
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ISP HOLDINGS (U.K.) LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
The Organization for Economic Co-operation and Development (“OECD”) introduced Global Anti-Base Erosion and Profit Shifting (“BEPS”) Pillar 2 rules under which multi-national entities would pay a minimum level of tax. Numerous countries, including European Union member states, have enacted or are expected to enact legislation to effectuate the new rules. In addition, several non-EU countries have proposed and/or adopted legislation consistent with the global minimum tax framework. Important details of these minimum tax developments are still to be determined and, in some cases, enactment and timing remain uncertain. Based on current legislation and available guidance, these rules will be effective for Ashland in its fiscal year beginning 1 October 2024. Ashland plans to treat the Pillar Two global minimum tax as a period cost. Currently, Ashland expects these Pillar Two minimum tax rules will result in an increase in Ashland’s effective tax rate, but the overall impact will not have a material impact on Ashland’s financial condition, results of operations, or cash flows in the fiscal year ending 30 September 2025.
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Shares in group undertakings
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Loans and additional paid in capital
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At 1 October 2023 and 1 October 2022
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At 30 September 2024 and 30 September 2023
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Investments in subsidiaries are accounted at cost. Such investments include both investments in shares issued by the subsidiary and other parent entity interests that in substance form part of the parent’s entity’s investments in the subsidiary. These include investments in the form of loans and which have been provided to the subsidiary as additional source of capital.
The director believes that the Company interests in its subsidiaries is not less than the net book value of the investments shown above.
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- 19 -
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ISP HOLDINGS (U.K.) LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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The following were subsidiary undertakings of the Company:
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ISP Microcaps (U.K.) Limited
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8-9 Stepnell Reach, Blandford Road, Poole, Dorset, BH16 5BW
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Manufacture of micro-encapsulated mixtures, for use primarily in the personal care industry
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Unit 4b Whinbank Park, Whinbank Road, Aycliffe Industrial Park, Newton Aycliffe, Co Durham, DL5 6AY
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Manufacture of other chemicals principally for the oil field industry
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Debtors: amounts falling due within one year
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Amounts owed by group undertakings
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Amount owed by group undertakings are unsecured, payable on demand and include £9,937,000 (2023: 9,601,000) related to cash pool which is interest bearing at GBP Overnight Deposit minus 25 basis points per annum (2023: GBP Overnight Deposit minus 25 basis points per annum). The remaining balance is interest free.
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Creditors: amounts falling due within one year
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Accruals and deferred income
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- 20 -
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ISP HOLDINGS (U.K.) LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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Allotted, called up and fully paid
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6,450,675 (2023: 6,450,675) Ordinary shares of £1 each
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The ordinary shares entitle each holder to one voting right and no right to fixed income.
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Profit and loss account
The reserve comprises of the cumulative profits and losses of the Company.
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Related party transactions
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The Company is a wholly owned subsidiary of Ashland Inc. and as such has taken advantage of the exemption permitted by Section 33 'Related party disclosures' not to provide disclosures of transactions entered into with other wholly owned members of the group.
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Post balance sheet events
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There have been no significant events affecting the Company since the year end.
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Ultimate parent undertaking and controlling party
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The immediate parent undertaking is Ashland Industries Europe GmbH, a Company registered in Switzerland.
The ultimate parent undertaking and controlling party is Ashland Inc., a Company registered in United States of America.
The largest and smallest group into which the results of the Company are consolidated is that headed by Ashland Inc. a Company registered in United States of America, and the controlling party of the Company.
The consolidated financial statements of Ashland Inc. are available to the public and may be obtained from 8145 Blazer Drive, Wilmington, Delaware 19808.
- 21 -
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