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Techwax Limited

Registered number: 02614599
Annual Report
For the year ended 30 September 2024

 
TECHWAX LIMITED
 
 
COMPANY INFORMATION


Directors
K Higgins 
D Van Der Heiden 




Company secretary
D Van Der Heiden



Registered number
02614599



Registered office
Unit 4b Whinbank Park
Whinbank Road

Aycliffe Industrial Park

Newton Aycliffe

Co Durham

DL5 6AY




Independent auditor
Ernst & Young LLP

16-22 Bedford Street

Belfast

BT2 7DT




Bankers
Citibank UK
33 Canada Square

Canary Wharf

London

E14 5LB




Solicitors
Davies Wallis Foyster
129 Deansgate

Manchester

M3 3AA





 
TECHWAX LIMITED
 

CONTENTS



Page
Directors' Report
 
1 - 2
Directors' Responsibilities Statement
 
3
Independent Auditor's Report
 
4 - 7
Statement of Comprehensive Income
 
8
Statement of Financial Position
 
9
Statement of Changes in Equity
 
10
Notes to the Financial Statements
 
11 - 27


 
TECHWAX LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

The directors present their Annual Report and the audited financial statements of Techwax Limited (the 'Company') for the year ended 30 September 2024.

Principal activity

The principal activity of the Company is the manufacture of chemicals in support of drilling activities within the oilfield industry and research, manufacture and sale of a range of acrylates including dispersants, thickeners, binders, scale inhibitors, coagulants and flocculants.

Results and dividends

The profit for the year, after taxation, amounted to £86,971 (2023: loss of £29,326).

The directors do not recommend the payment of a dividend for the year (2023: £nil).

Directors

The directors who served during the year and to the date of this report were:

K Higgins 
D Van Der Heiden 

Going concern

During the current year, the Company made a profit of £86,971 (2023: loss of £29,326) and had net assets of £2,441,978 (2023: £2,355,007). On this basis, the directors have considered the Company’s current and future prospects and its availability of financing, and are satisfied that the Company can continue to pay its liabilities as they fall due over a period to 30 June 2026. 
The directors have 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 directors have 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 directors are confident that Ashland Group has sufficient resources to enable it to provide financial support, for a period to 30 June 2026 and therefore have prepared the financial statements on a going concern basis.

Economic impact of global events

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. 

- 1 -

 
TECHWAX LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Provision of information to auditor

Each of the persons who are directors at the time when this Directors' 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.

Auditor

The auditor, Ernst & Young LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006. The directors have also taken advantage of the exemption under section 414B to not prepare the Strategic Report.

This report was approved by the board and signed on its behalf by:
 



K Higgins
Director

Date: 26 June 2025
- 2 -

 
TECHWAX LIMITED
 
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

The directors are responsible for preparing the Directors' 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 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 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 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 including, FRS 102 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 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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. Under applicable laws and regulations, the Directors are also responsible for preparing a Directors' Report that complies with the relevant laws and regulations.

- 3 -

 
TECHWAX LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TECHWAX LIMITED
 

Opinion

We have audited the financial statements of Techwax Limited (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 21, 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 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 to 30 June 2026.
Our responsibilities and the responsibilities of the directors 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 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.
- 4 -

 
TECHWAX LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TECHWAX LIMITED
 

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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' 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 Directors' 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 directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemption in preparing the Directors' Report and from the requirement to prepare a Strategic Report.
- 5 -

 
TECHWAX LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TECHWAX LIMITED
 

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 either 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 that revenue was a judgemental area of the audit which might be more susceptible to fraud. We obtained an understanding of the controls over the process for the recognition of revenue and tested in particular the existence of the revenue recorded in the financial statements and any manual adjustments to the revenue.
- 6 -

 
TECHWAX LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TECHWAX LIMITED
 

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud (continued)
 
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. 
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 directors 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
- 7 -

 
TECHWAX LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2024
2023
Note
£
£

  

Turnover
 4 
1,495,758
1,468,412

Cost of sales
  
(378,754)
(367,374)

Gross profit
  
1,117,004
1,101,038

Administrative expenses
  
(2,289,630)
(3,067,778)

Other operating income
 5 
1,297,339
2,071,327

Operating profit
 6 
124,713
104,587

Other finance expense (net)
  
(26)
(2,288)

Profit before tax
  
124,687
102,299

Tax on profit
 9 
(37,716)
(131,625)

Profit/(loss) for the financial year
  
86,971
(29,326)

Other comprehensive income
  
-
-

Total comprehensive income/(expense) for the year
  
86,971
(29,326)

The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.

The notes on pages 11 to 27 form part of these financial statements.
- 8 -

 
TECHWAX LIMITED
REGISTERED NUMBER: 02614599

STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible fixed assets
 10 
430,167
1,503,722

  
430,167
1,503,722

Current assets
  

Debtors: amounts falling due within one year
 11 
2,644,418
1,972,427

  
2,644,418
1,972,427

Creditors: amounts falling due within one year
 12 
(558,931)
(873,068)

Net current assets
  
 
 
2,085,487
 
 
1,099,359

Total assets less current liabilities
  
2,515,654
2,603,081

Provisions for liabilities
  

Deferred tax
 13 
(73,676)
(248,074)

  
 
 
(73,676)
 
 
(248,074)

Net assets
  
2,441,978
2,355,007


Capital and reserves
  

Called up share capital 
 14 
30,000
30,000

Profit and loss account
 15 
2,411,978
2,325,007

Total equity
  
2,441,978
2,355,007


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




K Higgins
Director

Date: 26 June 2025

The notes on pages 11 to 27 form part of these financial statements.
- 9 -

 
TECHWAX LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 October 2022
30,000
2,354,333
2,384,333


Comprehensive expense for the year

Loss for the year
-
(29,326)
(29,326)
Total comprehensive expense for the year
-
(29,326)
(29,326)



At 1 October 2023
30,000
2,325,007
2,355,007


Comprehensive income for the year

Profit for the year
-
86,971
86,971
Total comprehensive income for the year
-
86,971
86,971


At 30 September 2024
30,000
2,411,978
2,441,978


The notes on pages 11 to 27 form part of these financial statements.
- 10 -

 
TECHWAX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

1.


General information

Techwax Limited (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 Industrial Park, Newton Aycliffe, Co Durham, DL5 6AY. 
The principal activity of the Company is the manufacture of chemicals in support of drilling activities within the oilfield industry and research, manufacture and sale of a range of acrylates including dispersants, thickeners, binders, scale inhibitors, coagulants and flocculants.
 
2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 pound.

The following significant accounting policies have been applied:

  
2.2

Financial reporting standard 102 - reduced disclosure exemptions

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.

- 11 -

 
TECHWAX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

  
2.3

Going concern

During the current year, the Company made a profit of £86,971 (2023: loss of £29,326) and had net assets of £2,441,978 (2023: £2,355,007). On this basis, the directors have considered the Company’s current and future prospects and its availability of financing, and are satisfied that the Company can continue to pay its liabilities as they fall due over a period to 30 June 2026. 
The directors have 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 directors have 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 directors are confident that Ashland Group has sufficient resources to enable it to provide financial support, for a period to 30 June 2026 and therefore have prepared the financial statements on a going concern basis.

 
2.4

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Sale of goods

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of turnover can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

- 12 -

 
TECHWAX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

  
2.5

Foreign currency translation

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.
Foreign exchange gains and losses that relate to translation of intercompany debtors and creditors are presented in the Statement of Comprehensive Income within 'Other finance expense (net)'. 
- 13 -

 
TECHWAX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.6

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date, the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Included within tangible fixed assets are assets under construction. Depreciation is not provided on assets under construction or in progress.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold improvements
-
Terms of lease
Plant and machinery
-
3 to 25 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income.
Depreciation is charged to 'Cost of sales' in the Statement of Comprehensive Income.

- 14 -

 
TECHWAX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.7

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in 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 Statement of Financial Position, 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.

  
2.8

Stocks

Stock is owned by Ashland Industries Europe GmbH under a tolling manufacturing arrangement and is therefore not included in the balance sheet of Techwax Limited.

 
2.9

Debtors

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.

 
2.10

Creditors

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.

 
2.11

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight-line basis over the lease term.

- 15 -

 
TECHWAX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.12

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

  
2.13

Other operating income

Other operating income relates to recharge of the services cost (Research & development, Information technology etc.) incurred by the Company on behalf of Ashland Industries Europe GmbH and the markup on such cost.

  
2.14

Research and development

Research and development activity commences when work to resolve scientific or technological uncertainty commences, and ends when that uncertainty has been resolved. 
Research and development expenditure is deemed to be entirely research costs which are expensed in the year incurred.

  
2.15

Called up share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds. 

 
2.16

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, cash and bank balances, 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 cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

- 16 -

 
TECHWAX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)


2.16
Financial instruments (continued)

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 and other payables, bank loans and other loans 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.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables 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.

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.

- 17 -

 
TECHWAX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In applying the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors’ 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 directors do not consider there to be any critical judgements.
3.2 Key sources of estimation uncertainty
(i) Taxation
Judgement is required when determining the provision for taxes. Tax benefits are not recognised unless it is probable that the benefit will be obtained. Tax provisions are made if it is possible that a liability will arise. The Company reviews each significant tax liability or benefit to assess the appropriate accounting treatment. Management estimation is required to determine the amount of deferred tax assets that can be recognised, based upon likely timing and level of future profits.

(ii) Recoverability of debtors

The Company establishes a provision for debtors that are estimated not to be recoverable. When assessing recoverability the directors have considered factors such as the aging of the debtors, past experience of recoverability, and the credit profile of individual or groups of customers.
 
(ii) Determining residual values and useful economic lives of tangible fixed assets 
The Company depreciates tangible fixed assets over their estimated useful lives. The estimation of the useful lives of assets is based on historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied by management. The actual lives of these assets can vary depending on variety of factors, including technological innovation, product life cycles and maintenance programmes.
Management estimation is required when determining the residual values for tangible fixed assets. When determining the residual value management aim to assess the amount that the Company would currently obtain for the disposal of the asset, if it were already of the condition expected at the end of its useful economic life. Where possible this is done with reference to external market prices.
- 18 -

 
TECHWAX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

4.


Turnover

The Company acts as a tolling manufacturer for Ashland Industries Europe GmbH, a fellow subsidiary.  Turnover represents the movement on inventory plus associated mark-up. 

Analysis of turnover by country of destination:

2024
2023
£
£

Europe
1,495,758
1,468,412



5.


Other operating income

2024
2023
£
£

Other operating income
1,297,339
2,071,327


Other operating income relates to recharge of the services cost (Research & development, Information technology etc.) incurred by the Company on behalf of Ashland Industries Europe GmbH and the markup on such cost. 


6.


Operating profit

The operating profit is stated after charging/(crediting):

2024
2023
£
£

Auditor's remuneration for the audit of the financial statements
9,431
10,781

Depreciation of tangible fixed assets
91,321
240,387

Operating lease rentals - land and buildings
42,540
44,570

Operating lease rentals - plant and machinery
29,353
29,635

Operating lease rentals - other
6,805
15,774

Loss on disposal of fixed assets
484,987
-

Exchange differences
(1,193)
1,019

- 19 -

 
TECHWAX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

7.


Employees

Staff costs were as follows:


2024
2023
£
£

Wages and salaries
821,748
1,512,125

Social security costs
104,633
112,290

Pension costs (note 16)
61,720
90,119

988,101
1,714,534


Included in wages and salaries are severance costs of £5,278 (2023: £447,263).

The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Production
14
11



Administration
2
2



Research and development
2
11

18
24



8.


Directors' remuneration

The remuneration of the directors in the current and preceding 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 their remuneration between those companies. The directors did not participate in the Company’s pension scheme arrangements.





- 20 -

 
TECHWAX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

9.


Tax on profit


2024
2023
£
£

Corporation tax


Current tax on profit for the year
217,051
69,969

Adjustments in respect of previous periods
(4,937)
96,359

Total current tax
212,114
166,328

Deferred tax


Origination and reversal of timing differences
(177,232)
(34,703)

Adjustment in respect of previous periods
2,834
-

Total deferred tax
(174,398)
(34,703)


Tax on profit
37,716
131,625

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023: higher than) the standard rate of corporation tax of 25% (2023: 22.01%). The differences are explained below:

2024
2023
£
£


Profit before tax
124,687
102,299


Profit multiplied by standard rate of corporation tax in the UK of 25% (2023: 22.01%)
31,172
22,516

Effects of:


Fixed asset differences
4,183
12,558

Expenses not deductible for tax purposes
4,464
4,345

Adjustments to tax charge in respect of prior periods
(2,103)
96,358

Remeasurement of deferred tax for changes in tax rates
-
(4,152)

Total tax charge for the year
37,716
131,625
- 21 -

 
TECHWAX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
 
9.Tax on profit (continued)


Factors that may affect future tax charges

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%.


Pillar 2

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.

- 22 -

 
TECHWAX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

10.


Tangible fixed assets





Leasehold improvements
Plant and machinery
Total

£
£
£



Cost


At 1 October 2023
605,755
4,021,049
4,626,804


Additions
-
54,203
54,203


Disposals
(443,571)
(2,817,983)
(3,261,554)



At 30 September 2024

162,184
1,257,269
1,419,453



Accumulated depreciation


At 1 October 2023
269,399
2,853,683
3,123,082


Charge for the year
11,356
79,965
91,321


Disposals
(215,667)
(2,009,450)
(2,225,117)



At 30 September 2024

65,088
924,198
989,286



Net book value



At 30 September 2024
97,096
333,071
430,167



At 30 September 2023
336,356
1,167,366
1,503,722

- 23 -

 
TECHWAX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

11.


Debtors: amounts falling due within one year

2024
2023
£
£


Amounts owed by group undertakings
2,550,157
1,796,901

Other debtors
-
29,906

Prepayments and accrued income
61,862
86,216

VAT recoverable
32,399
59,404

2,644,418
1,972,427


Amounts owed by group undertakings are unsecured, payable on demand and include £1,976,909 (2023: £582,432) 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. 


12.


Creditors: amounts falling due within one year

2024
2023
£
£

Trade creditors
37,143
109,690

Amounts owed to group undertakings
19,995
19,448

Corporation tax
214,210
60,029

Other taxation and social security
23,523
44,062

Other creditors
42,988
45,992

Accruals and deferred income
221,072
593,847

558,931
873,068


Amounts owed to group undertakings are unsecured and repayable on demand. 

- 24 -

 
TECHWAX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

13.


Deferred taxation




2024
2023


£

£






At beginning of year
(248,074)
(282,777)


Credited to the Statement of Comprehensive Income
174,398
34,703



At end of year
(73,676)
(248,074)

The provision for deferred taxation is made up as follows:

2024
2023
£
£


Fixed asset timing differences
(74,199)
(251,076)

Short term timing differences
523
3,002

(73,676)
(248,074)


14.


Called up share capital

2024
2023
£
£
Allotted, called up and fully paid



30,000 (2023: 30,000) Ordinary shares of £1 each
30,000
30,000


The ordinary shares entitle each holder to one voting right and no right to fixed income. 


15.


Reserves

Profit and loss account

This account represents the cumulative profits and losses of the Company.


16.


Pension commitments

The Company operates a defined contribution pension scheme for which the pension cost charge for the year amounted to £61,720 (2023: £90,119). At the balance sheet date outstanding contributions were £nil (2023: £nil).

- 25 -

 
TECHWAX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

17.


Commitments under operating lease

At 30 September 2024, the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£

Land and buildings and Plant and machinery


Not later than 1 year
149,850
201,437

Later than 1 year and not later than 5 years
74,925
224,775

224,775
426,212

2024
2023

£
£

Other


Not later than 1 year
8,103
13,326

Later than 1 year and not later than 5 years
3,956
6,790

12,059
20,116


18.Other financial commitments

On 17 October 2003, as security for its loans to the Company, the Company granted The Royal Bank of Scotland Commercial Services Limited a charge which was fixed over all property and floating over all assets present and future. The terms of the charge require that its validity shall continue until all liabilities secured by the charge have been satisfied.


19.


Related party transactions

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.


20.


Post balance sheet events

There have been no significant events affecting the Company since the year end.

- 26 -

 
TECHWAX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

21.


Ultimate parent undertaking and controlling party

The Company is a subsidiary undertaking of ISP Holdings (U.K.) Ltd, incorporated in England and Wales.
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.

- 27 -