Sekisui Alveo (GB) Limited - Limited company accounts 25.1

REGISTERED NUMBER: 08351494 (England and Wales)

SEKISUI ALVEO (GB) LIMITED

REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Page

Company Information

1

Report of the Director

2

Report of the Independent Auditors

4

Statement of Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTOR:

D H Loetscher

REGISTERED OFFICE:

Sekisui Alveo AG

Ebikonerstrasse 75

CH-6043

Adligenswil

CH-6043

REGISTERED NUMBER:

08351494 (England and Wales)

AUDITORS:

Higginson & Co (UK) Ltd

Statutory Auditors

3 Kensworth Gate

200 - 204 High Street South

Dunstable

Bedfordshire

LU6 3HS

The director presents his report with the financial statements of the company for the year ended 31 March 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of UK Agent for Sekisui Alveo AG Adligenswil, Switzerland.

REVIEW OF BUSINESS

As part of a group-wide strategic review, the parent company, Sekisui Alveo AG, a company registered in Switzerland, made the decision during the year to close Sekisui Alveo (GB) Limited, a wholly owned subsidiary of the Group. The decision reflects the Group's revised strategic priorities and the reallocation of resources.

DIRECTORS

The directors who have held office during the period from 1 April 2024 to the date of this report are as follows:

M Fritschi - resigned 4 October 2024

S Dring - resigned 11 December 2024

D H Loetscher - appointed 7 November 2024

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Higginson & Co (UK) Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

D H Loetscher - Director

25 June 2025

Opinion

We have audited the financial statements of Sekisui Alveo (GB) Limited (the 'company') for the year ended 31 March 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Emphasis of matter- Closure of Sekisui Alveo (GB) Limited

We draw attention to Note 15 of the financial statements, which describes the decision made by the parent company to close the UK subsidiary. As disclosed, the parent company has committed to settling all liabilities in full, and the directors have prepared the financial statements on a basis other than going concern, reflecting the planned orderly wind-down of operations. Our opinion is not modified in respect of this matter.

Other information

The director is responsible for the other information. The other information comprises the information in the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Director has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

Audit response to risks identified

-the nature of the industry and sector, control environment and business performance including the design of the remuneration policy;

-results of our enquiries of management about their own identification and assessment of the risks of irregularities;

-any matters we identified having obtained and reviewed the Company documentation of their policies and procedures relating to:

- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of noncompliance;

- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

- the matters discussed among the audit engagement team, including tax regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in relation to revenue deferrals. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK

Companies Act, UK Corporate Governance Code and local tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company's ability to operate or to avoid a material penalty. These included compliance with Financial Conduct Authority regulation for the UK operating segment and compliance with local legislation.

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 Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Donald Brown (Senior Statutory Auditor)

for and on behalf of Higginson & Co (UK) Ltd

Statutory Auditors

3 Kensworth Gate

200 - 204 High Street South

Dunstable

Bedfordshire

LU6 3HS

25 June 2025

TURNOVER

423,063

355,666

Administrative expenses

260,934

331,334

OPERATING PROFIT

5

162,129

24,332

Interest receivable and similar income

2,391

3,493

PROFIT BEFORE TAXATION

164,520

27,825

Tax on profit

6

36,867

8,264

PROFIT FOR THE FINANCIAL YEAR

127,653

19,561

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

127,653

19,561

FIXED ASSETS

Tangible assets

8

-

21,728

CURRENT ASSETS

Debtors

9

234,578

66,674

Cash at bank and in hand

42,606

69,633

277,184

136,307

CREDITORS

Amounts falling due within one year

10

52,720

40,224

NET CURRENT ASSETS

224,464

96,083

TOTAL ASSETS LESS CURRENT
LIABILITIES

224,464

117,811

CAPITAL AND RESERVES

Called up share capital

11

5,000

Retained earnings

219,464

112,811

SHAREHOLDERS' FUNDS

224,464

117,811

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the director and authorised for issue on 25 June 2025 and were signed by:

D H Loetscher - Director

Called up

share

Retained

Total

capital

earnings

equity

£

Balance at 1 April 2023

5,000

297,250

302,250

Changes in equity

Dividends

-

(204,000

)

(204,000

)

Total comprehensive income

-

19,561

Balance at 31 March 2024

5,000

112,811

117,811

Changes in equity

Dividends

-

(21,000

)

(21,000

)

Total comprehensive income

-

127,653

Balance at 31 March 2025

5,000

219,464

224,464

1.	STATUTORY INFORMATION

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

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of 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.

Going Concern

The financial statements have been prepared on a going concern basis. The directors have assessed the Group’s and the Company's ability to continue as a going concern for a period of at least 12 months from the date of approval of these financial statements.

As part of this assessment, the directors have considered the financial impact of the strategic decision made by the parent company to close Sekisui Alveo (GB) Limited, a wholly owned subsidiary of the Group. The closure forms part of a broader strategy to focus on core operations and improve overall Group efficiency. The wind-down process commenced on 01 January 2025, with operations due to cease by the end of 2025.. The subsidiary is being closed in an orderly manner, and all closure-related liabilities will be met in full.

The closure of Sekisui Alveo (GB) Limited has been factored into the Group’s financial forecasts and cash flow projections. Based on this analysis, the directors are satisfied that the closure does not give rise to any material uncertainty that would cast significant doubt on the Group’s or the Company’s ability to continue as a going concern.

Accordingly, the directors consider it appropriate to prepare the financial statements on a going concern basis.

Significant judgements and estimates

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The directors have identified no key sources of estimation uncertainty which could have a material effect on the carrying amount of assets and liabilities at the balance sheet date.

Turnover

Turnover represents the amounts (excluding VAT) derived from the commission payments received from Sekisui Alveo AG Adligenswil, Switzerland.

Tangible fixed assets

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

Fixtures and fittings

-

Straight line over 10 years

Motor vehicles

-

Straight line over 3 years

Computer equipment

-

Straight line over 3 years and Straight line over 5 years

Income taxes

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities based on tax rates and tax laws that are enacted or substantively enacted by the balance sheet date.

Deferred tax is recognised, without discounting, in respect of temporary differences between the treatment of certain items for taxation and accounting purposes. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of the assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. The carrying amount of deferred income tax assets is reviewed at each balance sheet date.

Foreign currencies

The company's functional currency and presentation is in pounds sterling. Transactions in foreign currencies are initially recorded using the rate of exchange ruling at the date of the transaction. Profits or losses arising on settlement are charged or credited to the profit and loss accounts, except where such profit or loss relates to the purchase of fixed assets, where the cost is revised accordingly. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the balance sheet date.

The company does not hedge accounting foreign exchange risks in its financial statements.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

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

Provision for liabilities

A provision is recognised when the company has a legal or constructive obligation as a result of a past event; it is probable that an outflow of economic benefits will be required to settle the obligation; and a reliable estimate can be made of the amount of the obligation.

4.	EMPLOYEES AND DIRECTORS

31.3.25

31.3.24

£

Wages and salaries

166,730

203,703

Social security costs

16,861

19,852

Other pension costs

9,615

14,827

193,206

238,382

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

31.3.25

31.3.24

Management

1

Administration

2

3

4

5.	OPERATING PROFIT

The operating profit is stated after charging:

31.3.25

31.3.24

£

Depreciation - owned assets

7,129

10,428

Auditors remuneration

9,000

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

31.3.25

31.3.24

£

Current tax:

UK corporation tax

37,782

6,301

Deferred tax

(915

)

1,963

Tax on profit

36,867

8,264

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31.3.25

31.3.24

£

Profit before tax

164,520

27,825

Profit multiplied by the standard rate of corporation tax in the UK of
24.107% (2024 - 19%)

39,661

5,287

Effects of:

Expenses not deductible for tax purposes

-

13

Income not taxable for tax purposes

(3,635

)

-

Depreciation in excess of capital allowances

1,756

1,001

Deferred tax

(915

)

1,963

Total tax charge

36,867

8,264

7.

DIVIDENDS

31.3.25

31.3.24

£

Ordinary shares of 1 each

Interim

21,000

204,000

8.	TANGIBLE FIXED ASSETS

Fixtures

and

Motor

Computer

fittings

vehicles

equipment

Totals

£

COST

At 1 April 2024

92,643

73,180

23,818

189,641

Disposals

-

(73,180

)

-

(73,180

)

At 31 March 2025

92,643

-

23,818

116,461

DEPRECIATION

At 1 April 2024

90,477

57,341

20,095

167,913

Charge for year

1,333

4,620

1,176

7,129

Eliminated on disposal

-

(61,961

)

-

(61,961

)

Impairments

833

-

2,547

3,380

At 31 March 2025

92,643

-

23,818

116,461

NET BOOK VALUE

At 31 March 2025

-

At 31 March 2024

2,166

15,839

3,723

21,728

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.25

31.3.24

£

Amounts owed by group undertakings

206,704

43,277

VAT

1,667

2,054

Deferred tax asset

11,308

10,393

Prepayments and accrued income

14,899

10,950

234,578

66,674

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.25

31.3.24

£

Trade creditors

-

30

Corporation tax

37,782

6,301

Accrued expenses

14,938

33,893

52,720

40,224

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.3.25

31.3.24

value:

£

5,000

Ordinary

1

5,000

12.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

13.	ULTIMATE CONTROLLING PARTY

The ultimate parent undertaking of the company is Sekisui Chemical Company Limited, a company incorporated in Japan. Sekisui Chemical Company Limited also heads the largest group of undertakings for which group financial statements are drawn up, and of which the company is a member. Copies of the Sekisui Chemical Company Limited group financial statements can be obtained from 2-3-17 Torano-mon, Minato-ku, Tokyo 105-8450, Japan.

The company which heads the smallest group of undertakings for which group financial statements are drawn up, and of which the company is a member, is Sekisui Alveo AG, a company incorporated in Switzerland. Copies of the Sekisui Alveo AG group financial statements can be obtained from Ebikonerstrasse 75, 6043 Adligenswil, Switzerland.

14.

PENSIONS

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £9,600 (2024: £15,000).

Outstanding contributions at the end of the financial year amounted to £Nil (2023 £Nil).

15.	SUBSEQUENT EVENT

Subsequent to the reporting date, the parent Sekisui Alveo AG, a company registered in Switzerland resolved to close the UK subsidiary as part of a wider group restructuring following a strategic review. The decision was formally approved on 13th of June 2025, after the reporting period but before the financial statements were authorised for issue.

The directors have confirmed that all known liabilities of the subsidiary will be fully settled and that appropriate steps are being taken to wind down operations in an orderly manner.

As the decision to close the subsidiary occurred after the reporting date and does not provide evidence of conditions that existed at that date, it is considered a non-adjusting event in accordance with FRS 102 Section 32. Accordingly, no adjustments have been made to the financial statements in respect of this event. However, appropriate disclosure has been provided to reflect its significance.