Registered number:
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
COMPANY INFORMATION
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OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
CONTENTS
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OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
The Directors present the Strategic Report for the year ended 30 September 2024 for Omya Performance Polymer Distribution Holdco UK Limited ('the Company') (previously GPD Companies Holdco UK Limited).
The Company’s principal activities are to act as a Holding Company of a group whose primary operations are for the marketing, sale and distribution of polymers. There have not been any significant changes in the Company’s principal activities in the year under review. The Directors are not aware, at the date of this report, of any major changes in the Company’s activities in the next year.
On 27 November 2024, the Group entered into a definitive agreement to sell the Company and its wholly owned subsidaries (collectively, "Distrupol") to a third party buyer at a sales price which in excess of the carrying value. On 18th February 2025 Omya EM AG, a company registered in Switzerland, acquired 100% of the shares of the Company and its wholly owned subsidiaries The results of the Company for the period under review are as stated on page 9 of the financial statements.
The principal risks arise from the business fluctuations in the subsidiaries undertakings. Reasonably stable results have been posted by the subsidiaries and past performance along with forecasts leads us to believe that risks are managed in a way to deliver consistent value.
Price Risk The Company has no exposure to price risk given the activity of the Company. Liquidity The Company relies on unsecured credit and loans from related companies as a significant source of liquidity. Management believes that the Company can obtain financing from related companies with terms acceptable to the Company as the need arises. Credit Risk The Company has no exposure to credit risk since the Company does not trade with third parties, nor does it enter into credit agreements as the principal borrower.
Investments in subsidiaries of £107,406k (2023: £107,383k) represents 163.8% (2023: 139.6%) of net loans due to group companies, excluding interest. Investments in subsidiaries represents 159.5% (2023: 126.2%) of net loans, including interest accrual, to group companies.
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OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Under section 172 of the UK Companies Act 2006 (‘Section 172’) Directors must act in the way that they consider, in good faith, would be most likely to promote the success of their Company. Our intention is to behave responsibly and ensure that management operates the business in an appropriate manner, operating within the high standards of business conduct and good governance as expected.
The Company is a holding company and therefore there are relatively few decisions taken by the Directors of the Company during the year. The Board of Directors (‘the Board’) is comprised of R Orme and J Stanton. The Board meets as and when required. The Company’s stakeholder engagement and decision making are integrated with Distrupol Limited and the Company does not manage key stakeholder engagement separately. However, notwithstanding the above, each Director of the Company has taken steps to act in a way they consider would be most likely to promote the success of the Company for the benefit of members as a whole. The key decisions made by the Directors have been to: • provide an appropriate risk and governance framework under which the trading subsidiaries are required to operate; • to raise additional capital as needed for the Company and its subsidiaries through the approval of loans if needed; • to consider the future of the group’s investment in Distrupol Limited to try to both secure a viable future for that Company’s business with minimum disruption for customers, suppliers and employees, while minimizing any further cash injections.
This report was approved by the board and signed on its behalf.
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OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
The Directors present their report and the financial statements for the year ended 30 September 2024.
The profit for the year, after taxation, amounted to £17,789,030 (2023 - £2,713,629).
The Directors do not recommend a final dividend.
The Directors who served during the year were:
The Directors are responsible for preparing the Strategic Report, 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 101 ‘Reduced Disclosure Framework’. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the Directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
Refer to the Business Review and Principal Activities on page 1 of this report for a description of future developments in the business.
The Company has granted an indemnity to one or more of its previous and current directors against liability in respect of proceedings brought by third parties, subject to the conditions set out in the Companies Act 2006. Such qualifying third party indemnity provision remains in force as at the date of approving the Directors' Report.
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OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
On 27 November 2024, the Group entered into a definitive agreement to sell the Company and its wholly owned subsidaries (collectively, "Distrupol") to a third party buyer at a sales price which is in excess of the carrying value.
On 18th February 2025 Omya EM AG, a company registered in Switzerland, acquired 100% of the shares of the Company and its wholly owned subsidiaries. Transactions were undertaken throughout February 2025 to cleardown intercompany balances due to the outgoing parent company, GPD Companies, Inc. As a result, loan amounts owed to group undertakings falling due after more than one year of £75,806,373 were partially repaid and the remainder reallocated as due to Omya EM AG.
The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP.
MHA 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.
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OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
We have audited the financial statements of Omya Performance Polymer Distribution Holdco UK Limited (the 'Company') for the year ended 30 September 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).
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 United Kingdom, including the Financial Reporting Council'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.
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
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OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the 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.
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OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
• enquiry of management and those charged with governance around actual and potential litigation and claims; • enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations; • performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias; • reviewing financial statement disclosures and testing to supporting documentation to access compliance with applicable laws and regulations.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.
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OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED (CONTINUED)
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.
for and on behalf of
Chartered Accountants
Statutory Auditor
Milton Keynes, United Kingdom
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542).
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OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
REGISTERED NUMBER: 13225533
BALANCE SHEET
AS AT 30 SEPTEMBER 2024
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 24 form part of these financial statements.
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OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
GPD Companies Holdco UK Limited is a private limited company incorporated in England and Wales. The company is limited by shares.
The registered office and principal place of business is 7 Albermarle Street, London, United Kingdom, W1S 4HQ. The financial statements have been rounded to the nearest £1.
2.Accounting policies
The preparation of financial statements in compliance with FRS 101 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 following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 79(a)(iv) of IAS 1;
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
∙the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.
This information was included in the consolidated financial statements of GPD Companies, Inc, an affiliate of One Rock Capital Partners LLC as at 30 September 2024 and these financial statements may be obtained from Corporate Communications, GPD Companies, Inc. 1209 Orange Street, Wilmington, DE 19801, USA.
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OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
2.Accounting policies (continued)
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
2.Accounting policies (continued)
The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:
Financial assets and financial liabilities are initially measured at fair value.
All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.
Fair value through profit or loss
Debt instruments at amortised cost
Impairment of financial assets
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OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
2.Accounting policies (continued)
Financial liabilities
Fair value through profit or loss
At amortised cost
Tax The Company is subject to UK Corporation Tax and judgement is required in determining the provision for income taxation and deferred taxation. The Company recognises taxation assets and liabilities based upon estimates and assessments of many factors including judgements about the outcome of future events. Deferred tax assets are only recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. At 30 September 2024, the Company has not recognised a deferred tax asset consisting of the tax effect of trading losses carried forward of £nil (2023: £nil) on the basis that the company is not likely to be in a tax paying position.
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OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
10.Taxation (continued)
There were no factors that may affect future tax charges.
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OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
All financial instruments are held at amortised cost.
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OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Share premium account
Share based payment reserve
Profit and loss account
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OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
On 18th February 2025 Omya EM AG, a company registered in Switzerland, acquired 100% of the shares of the Company and its wholly owned subsidiaries. Transactions were undertaken throughout February 2025 to cleardown intercompany balances due to the outgoing parent company, GPD Companies, Inc. As a result, loan amounts owed to group undertakings falling due after more than one year of £75,806,373 were partially repaid and the remainder reallocated as due to Omya EM AG.
The immediate parent company is GPD Companies, Inc., a Company incorporated in the United States of America. GPD Companies, Inc. has a registered office located at Corporate Communications, GPD Companies, Inc. 1209 Orange Sreet, Wilmington, DE 19801, USA, and is registered with the Delaware Secretary of State.
Group financial statements, incorporating Distrupol Limited, for the year ended 30 September 2024 were drawn up by GPD Companies, Inc. The consolidated financial statements of GPD Companies, Inc are available from Corporate Communications, GPD Companies, Inc. 1209 Orange Sreet, Wilmington, DE 19801, USA. On 18th February 2025 Omya EM AG acquired 100% of the shares of the Company and its wholly owned subsidiaries. From this date the immediate parent company became Omya EM AG, registered office Baslerstrasse 42, 4665 Oftringen, Switzerland
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