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Registered number: 13225533










OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED (FORMERLY KNOWN AS GPD COMPANIES HOLDCO UK LIMITED)










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

 
OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
 
 
COMPANY INFORMATION


Directors
R Orme (appointed 13 February 2025)
J Stanton (appointed 13 February 2025)




Company secretary
Citco Management (UK) Limited



Registered number
13225533



Registered office
7 Albemarle Street

London

W1S 4HQ




Independent auditor
MHA
Chartered Accountants & Statutory Auditor

The Pinnacle

150 Midsummer Boulevard

Milton Keynes

MK9 1LZ





 
OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
 

CONTENTS



Page
Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditor's Report
 
5 - 8
Statement of Comprehensive Income
 
9
Balance Sheet
 
10
Statement of Changes in Equity
 
11
Notes to the Financial Statements
 
12 - 24


 
OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Introduction
 
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).

Business review
 
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.

Principal risks and uncertainties
 
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.

Financial key performance indicators
 
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.

Page 1

 
OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Directors' statement of compliance with duty to promote the success of the Company
 
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.



................................................
R Orme
Director

Date: 27 June 2025

Page 2

 
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.

Results and dividends

The profit for the year, after taxation, amounted to £17,789,030 (2023 - £2,713,629).

The Directors do not recommend a final dividend.

Directors

The Directors who served during the year were:

M Everett (resigned 18 February 2025)
C Rutherford (resigned 18 February 2025)

Directors' responsibilities statement

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.

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.

Future developments

Refer to the Business Review and Principal Activities on page 1 of this report for a description of future developments in the business.

Qualifying third party indemnity provisions

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.

Page 3

 
OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Disclosure 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.

Post balance sheet events

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.

Auditor

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.
 





................................................
R Orme
Director

Date: 27 June 2025

Page 4

 
OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
 

Opinion


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 policiesThe 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).


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 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.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.


Page 5

 
OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED (CONTINUED)


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 ReportOur 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.


Opinion 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 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.


Matters on which we are required to report by exception
 

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.


Page 6

 
OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED (CONTINUED)


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 to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Auditor's responsibilities for the audit of the financial statements
 

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


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

•  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.


Page 7

 
OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our 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.





Simon Knibbs MA FCA (Senior Statutory Auditor)
for and on behalf of
MHA
Chartered Accountants
Statutory Auditor
Milton Keynes, United Kingdom

30 June 2025
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542). 
Page 8

 
OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2024
2023
Note
£
£

  

Administrative expenses
  
6,845,584
7,202,991

Operating profit
 4 
6,845,584
7,202,991

Income from fixed assets investments
 7 
16,546,938
-

Interest receivable and similar income
 8 
459,483
373,954

Interest payable and similar expenses
 9 
(5,651,342)
(4,847,348)

Profit before tax
  
18,200,663
2,729,597

Tax on profit
 10 
(411,633)
(15,968)

Profit for the financial year
  
17,789,030
2,713,629

Other comprehensive income:
  

Items that will not be reclassified to profit or loss:
  

Share based payment transaction
  
(19,789)
48,171

Total comprehensive income for the year
  
17,769,241
2,761,800

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.

The notes on pages 12 to 24 form part of these financial statements.

Page 9

 
OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
REGISTERED NUMBER: 13225533

BALANCE SHEET
AS AT 30 SEPTEMBER 2024

2024
2023
Note
£
£

  

Fixed assets
  

Investments
 11 
107,405,815
107,383,253

Current assets
  

Debtors
 12 
8,493,416
8,169,803

Creditors: amounts falling due within one year
 13 
(667,733)
(449,925)

Net current assets
  
7,825,683
7,719,878

Total assets less current liabilities
  
115,231,498
115,103,131

  

Creditors: amounts falling due after more than one year
 14 
(75,806,373)
(93,447,247)

  

  

Net assets
  
39,425,125
21,655,884


Capital and reserves
  

Called up share capital 
 16 
151
151

Share premium account
 17 
48,204,440
48,204,440

Share based payment reserve
 17 
79,731
99,520

Profit and loss account
 17 
(8,859,197)
(26,648,227)

  
39,425,125
21,655,884


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




................................................
R Orme
Director

Date: 27 June 2025

The notes on pages 12 to 24 form part of these financial statements.

Page 10

 
OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
 

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


Called up share capital
Share premium account
Share based payment reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 October 2022
151
48,204,440
51,349
(29,361,856)
18,894,084


Comprehensive income for the year

Profit for the year
-
-
-
2,713,629
2,713,629

Share based payment transaction
-
-
48,171
-
48,171
Total comprehensive income for the year
-
-
48,171
2,713,629
2,761,800



At 1 October 2023
151
48,204,440
99,520
(26,648,227)
21,655,884



Profit for the year
-
-
-
17,789,030
17,789,030

Share based payment transaction
-
-
(19,789)
-
(19,789)
Total comprehensive income for the year
-
-
(19,789)
17,789,030
17,769,241


At 30 September 2024
151
48,204,440
79,731
(8,859,197)
39,425,125


The notes on pages 12 to 24 form part of these financial statements.

Page 11

 
OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

1.


General information

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

 
2.1

Basis of preparation of financial statements

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 101 'Reduced Disclosure Framework'  and the Companies Act 2006.

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:

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

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)

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational 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 profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.6

Finance costs

Finance costs are charged to profit or loss 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.

Page 13

 
OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.7

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
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.

 
2.8

Taxation

Tax is recognised in profit or loss 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 balance sheet 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 balance sheet 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 balance sheet date.


 
2.9

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

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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)

 
2.10

Financial instruments

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

All of the Company's financial assets other than those which meet the criteria to be measured at amortised cost are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset. 

Debt instruments at amortised cost

Debt instruments are subsequently measured at amortised cost where they are financial assets held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and selling the financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortised cost is calculated using the effective interest method and represents the amount measured at initial recognition less repayments of principal plus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance.

Impairment of financial assets

The Company recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised or at fair value through profit or loss. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

The Company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.


 

Page 15

 
OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)


2.10
Financial instruments (continued)

Financial liabilities

Fair value through profit or loss

Financial liabilities are classified as at fair value through profit or loss, when the financial liability is held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship.

At amortised cost

Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgements and estimates. The items in the financial statements where these judgements and estimates have been made include:
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

4.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Exchange differences on group loans
(6,945,752)
(7,271,997)

Other professional fees
100,034
69,006


5.


Auditor's remuneration

2024
2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
5,082
4,480

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.


6.


Employees




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


        2024
        2023
            No.
            No.







Directors
2
2

No remuneration was paid to the Directors in the current year or preceding period for their services to the Company. No Directors accrued benefits under money purchase or defined benefit pension schemes.
The Directors of the Company are also Directors of the immediate parent company and/or fellow subsidiaries. The Directors are remunerated through the ultimate parent company, as disclosed in note 18.
Key management personnel are considered to be the Directors only.


7.


Income from investments

2024
2023
£
£





Dividends received
16,546,938
-


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OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

8.


Interest receivable and similar income

2024
2023
£
£


Interest receivable from loans to group undertakings
459,483
373,954


9.


Interest payable and similar expenses

2024
2023
£
£


Interest payable from loans from group undertakings
5,651,342
4,847,348


10.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
427,601
15,968

Adjustments in respect of previous periods
(15,968)
-


Total current tax
411,633
15,968

Deferred tax

Total deferred tax
-
-


Tax on profit
411,633
15,968

Page 18

 
OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
 
10.Taxation (continued)


Factors affecting tax charge for the year

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

2024
2023
£
£


Profit on ordinary activities before tax
18,200,663
2,729,597


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 22.01%)
4,550,166
600,736

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
14,170
531,612

Adjustments to tax charge in respect of prior periods
(15,968)
-

Non-taxable income
(4,136,735)
-

Movement in deferred tax asset not recognised
-
(1,426,980)

Losses relieved to group companies
-
310,600

Total tax charge for the year
411,633
15,968


Factors that may affect future tax charges

There were no factors that may affect future tax charges.




11.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 October 2023
107,383,253


Additions
22,562



At 30 September 2024
107,405,815




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OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Distrupol Limited
Thames House, Gogmore Lane, Chertsey, Surrey, England, KT16 9AP
Ordinary
100%
Distrupol B.V.
Middenweg 47, Moerdijk, The Netherlands
Ordinary
100%
Distrupol Ireland Limited
7 St. Jame's Terrace, Second Floor, Units 4, 5 and 6, Malahide Co., Dublin, Ireland
Ordinary
100%
GPD Companies Holdco Sweden AB
c/o Citco (Sweden) AB, Strandvägen 7 A, 114 35 Stockholm, Sweden
Ordinary
100%
Distrupol Denmark ApS (f/k/a HLC-Hans Latrup Chemicals ApS)
Sankt Annae Plads 13, st.1250 København K, Denmark
.
Ordinary
100%
* Distrupol Nordic AB
Distrupol Nordic Aktebolag, Strandvagen 7A,  114 56 Stockholm , Sweden
Ordinary
100%
* Distrupol Nordic Filial AF Distrupol Nordics AB. Sverige
Distrupol NordicSankt Annae Plads 13, st.1250 København K, Denmark
Ordinary
100%
* Distrupol Nordic Aktienblolag - filial Finland
Distrupol NordicHirsalantie 1102420 Jorvas, Finland
.
Ordinary
100%
* Distrupol Nordic AB Norsk filial
Distrupol Nordic AB, Kungsgatan 6, 211 49 Malmö, Sweden
Ordinary
100%
** Distrupol Egypt LLC
5th Floor, Building No.55, Street 18, Sarayat El Maadi, In front of Gate #3 of the Maadi Sports Club, Cairo, Egypt
Ordinary
100%
Distrupol France SAS
18 Boulevard, John Fitzgerald Kennedy, 66100 Perpignan, France
Ordinary
100%
Distrupol Germany GmbH
Friedrichstrasse 15, Stuttgart 70174, Germany
Ordinary
100%
Distrupol Italy SRL
Via Duca d'Aosta n. 20, 50129, Firenze, Italy
Ordinary
100%
Distrupol Spain S.L.U.
Roc Boronat Street, Number 147, Floor 10, Barcelona 08018, Spain
Ordinary
100%

* Indirectly owned subsidiaries.
** 0.01% directly owned and 99.99% indirectly owned subsidary.

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OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

12.


Debtors

2024
2023
£
£

Due after more than one year

Amounts owed by group undertakings
8,493,416
8,169,803


Interest is accruing on the above intercompany loans at a rate of Stockholm Interbank Offered Rate, "STIBOR", plus 2.250% (2023: STIBOR plus 2.250%).
Fixed maturity dates on the above intercompany loans is 31 March 2031.


13.


Creditors: Amounts falling due within one year

2024
2023
£
£

Amounts owed to group undertakings
208,744
425,788

Corporation tax
427,601
15,968

Accruals and deferred income
31,388
8,169

667,733
449,925



14.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Amounts owed to group undertakings
75,806,373
93,447,247


Interest is accruing on the above intercompany loans at a rate of Secured Overnight Financing Rate, "SOFR", plus 2.000% (2023: SOFR plus 2.000%).
Fixed maturity dates on the above intercompany loans is 31 March 2031.


15.


Financial instruments

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

16.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



151 (2023 - 151) Ordinary shares of £1.00 each
151
151



17.


Reserves

Share premium account

Share premium account represents excess proceeds received, above par, on the issue of shares during the current year and prior periods.

Share based payment reserve

Relates to funds charged / (received) in relation to share options granted to employees during the current year and previous period. See note 18.

Profit and loss account

Represents cumulative profit and loss reserves for the current period, net of distributions made to shareholders.

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OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

18.


Share-based payments

The Company participates in a group share-based payment arrangement where the ultimate parent undertaking grants restricted stock and share options to certain employees and Directors of a subsidiary Company.
Restricted stock allows its employees to obtain legal title to shares at the time of the grant. However, the right to sell or otherwise dispose is restricted until a vesting date.
The Company recognises share-based payment expenses based on the fair value of the awarded grants, as an increase to investments in subsidaries, with an equivalent credit directly within equity through a share based payment reserve.
During the financial year ended 30 September 2023, the Parent granted 100 share options to certain employees of a subsidiary company, Distrupol Limited. Two-thirds of the employee awards vest in equal amounts over a five-year period provided that the recipients of such grants continue their employment with the Company (Time-vesting Options). One-third of the employee awards vest upon satisfaction of both a service condition and a performance condition (Performance-Vesting Options). Both the Time-Vesting Options and the Performance-Vesting Options have a ten-year contractual term. The service condition is the same as the vesting condition of the Time-Vesting Options while the performance condition requires that at a liquidity event, the principal stockholders of the Parent receive a multiple of invested capital equal to or greater than 2.5.
The Company used the Black-Scholes Merton model to estimate the fair value of the option awards at the grant date. The resulting grant date fair value is recognised as expense on a straight-line basis over the requisite service period. 
The assumptions used in the Black-Scholes Merton model for the options included an expected term of seven years, an expected stock price volatility of 35.0% based on a peer group of similar companies, an expected dividend yield of 0% and a risk-free interest rate of 3.59%.
 

Weighted average exercise price (pence)
2024
Number
2024
Weighted average exercise price
(pence)
2023
Number
2023

Outstanding at the beginning of the year

1,313.49

413

1,490.77
 
367
 
Granted during the year


-

**1,150.22
 
100
 
Forfeited during the year


-

 
-
 
Vested during the year

*1,198.08

(67)

**1,354.44
 
(54)
 
Outstanding at the end of the year
*1,198.08

346

**1,313.49
 
413
 

* Note, these figures are presented in GBP using a foreign exchange rate of £1 / $1.33745.
**Note, these figures are presented in GBP using a foreign exchange rate of £1 / $1.21995.




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OMYA PERFORMANCE POLYMER DISTRIBUTION HOLDCO UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

19.


Post balance sheet events

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.


20.


Controlling party

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 

 
Page 24