Company registration number 00131256 (England and Wales)
OXBOW UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
OXBOW UK LIMITED
COMPANY INFORMATION
Directors
Mr P S Bruning
Mr A Weinstein
(Appointed 1 September 2024)
Mr M A Robinson
(Appointed 1 October 2024)
Mr B L Klein
(Appointed 31 October 2024)
Secretary
Mr D J Robson
Company number
00131256
Registered office
Southern Way
Immingham Dock
Immingham
North East Lincolnshire
DN40 2NX
Auditor
BHP LLP
Mayesbrook House
Lawnswood Business Park
Redvers Close
Leeds
LS16 6QY
Bankers
Societe Generale
One Bank Street
Canary Wharf
London
E14 4SG
OXBOW UK LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 7
Independent auditor's report
8 - 10
Statement of comprehensive income
11
Statement of financial position
12 - 13
Statement of changes in equity
14
Notes to the financial statements
15 - 27
OXBOW UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Review of the business

The principal activities of the company are now more closely associated with the UK's home heating markets. The production, distribution and sales o f manufactured smokeless fuels now contributes significantly to the company's performance, limiting the company's exposure to changes in the coal, and associated carbon markets. It is pleasing to report that our strategy within the UK has shown a positive return.

Principal risks and uncertainties

The key business risks and uncertainties effecting the company are considered to relate to competition, product changes and availability. Other risks are detailed in the directors' report on page 2.

Development and performance

The year-end financial position is satisfactory and the directors remain optimistic regarding future prospects.

The UK Governments decision to tighten environmental legislation on bituminous coal and the Sulphur content of Manufactured Smokeless Fuels will have serious implications for our sector. Oxbow UK L imited was fully compliant long before the introduction of the new legislation in May 2021 and, as such, expect to feature more strongly in a potentially diminishing market.

Key performance indicators

The KPIs used by management are turnover and margin as follows:

| 2024 | 2023
Revenue | £37,297,437 | £42,714,788
Gross margin | 28.2% | 16.7%
Operating margin | 20.4% | 12.6%

Other key performance indicators are not considered necessary for understanding other developments, performance or position of the company.

Promoting the success of the company

The board of directors believe that, individually and collectively, they have acted in a way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, having regard to the stakeholders and matters set out in s172 part (1) (a-f) when performing their duty to promote the success of the company:

- the likely consequences of any decision in the long term;

- the interests of the company’s employees;

- the need to foster the company’s business relationships with suppliers, customers and others;

- t he impact of the company’s operations on the community and environment;

- the desirability of the company maintaining a reputation for high standards of business conduct; and

- the need to act fairly as between members of the company.

OXBOW UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

Business Relationships

The company maintains strong relationships with customers and suppliers, adapting to changing needs and demands. We encourage communication from customers and take swift action to ensure necessary changes to supply demands are met. Our long-established supply partners ensure continuity of supply at the most competitive process. We are committed to acting ethically and with integrity in our business relationships and we expect the same high standards from those parties with whom we engage.

Employees

The directors ensure that employees are kept informed regarding the company’s and wider group’s affairs through regular communications. Employees are encouraged to attend European group quarterly update meetings to inform on latest developments and performance within the group and company. The group publishes articles and guidance on its intranet to ensure that employees are kept up to date with relevant information and developments. The managing director operates an open door policy enabling most day to issues to be resolved but with easy escalation to other board members if required. A key priority is the health and safety of the company’s employees with training offered where required. The company’s commitment to its employees is reflected by low staff turnover.

Environment

The directors recognise the importance of the company’s responsibilities in respect of communities and the environment. The directors ensure that company products comply with all applicable environmental laws and regulations and have implemented and continue to explore waste and carbon reduction initiatives.

Business Conduct

The company maintains a broad-based and robust ethics and compliance program that is intended to ensure compliance with applicable laws and regulations, as well as a culture committed to ethics and integrity.

All company products are produced and comply with all applicable laws and regulations and have full accreditation. The managing director is a member of the Clean Air for Scotland Steering Group.

Health and safety is a key area of focus of the business and the company employs a dedicated fully accredited health and safety professional to oversee all UK operations.

We work to embed throughout our operations a robust risk and compliance framework to ensure that we effectively analyse and manage the risks to our business.

Act fairly for members

The company is a wholly owned subsidiary of Oxbow Energy Solutions B.V. The interests and objectives of the ultimate shareholders are taken into account by the board of directors in all decision making via close contact and communication with the board and management of the group’s ultimate parent entity.

On behalf of the board

Mr M A Robinson
Director
4 July 2025
OXBOW UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company continued to be that of t he production, distribution and sales of manufactured smokeless fuels to the UK's home heating markets.

Results and dividends

The results for the year are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr P S Bruning
Mr D W Clark
(Resigned 31 August 2024)
Mr M J Cusick
(Resigned 30 September 2024)
Mr W D Parmelee
(Resigned 31 October 2024)
Mr A Weinstein
(Appointed 1 September 2024)
Mr M A Robinson
(Appointed 1 October 2024)
Mr B L Klein
(Appointed 31 October 2024)
Financial risk management

The company's operations expose it to a variety of financial risks that include price risk, credit risk, liquidity risk and interest rate risk. The company has in place a risk management programme which seeks to limit adverse effects on the financial performance of the company.

Given the size of the company, the directors have not delegated the responsibilities of monitoring financial risk management to a sub-committee of the board. The policies set by the Board of directors and the immediate parent company's treasury department are implemented by the company's finance department. This department has policies and procedures which provide guidelines for the management of financial risk.

Liquidity risk

The company retains sufficient cash to ensure it has sufficient available funds for operations and planned expansions. The company also has access to longer term funding from its immediate parent company if required.

Interest rate risk

The company has both interest bearing assets and liabilities. Interest bearing assets include cash and intercompany balances, all of which earn interest at a floating rate. Interest bearing liabilities, which are all short term, incur interest at a floating rate. The company does not use derivative financial instruments to manage interest rate costs and, as such, no hedge accounting is applied. The directors will re-assess the appropriateness of this policy should the company's operations change in size or nature.

Currency risk

The company's functional currency is Sterling and its Financial Statements are also presented in Sterling. Some transactions undertaken by the c ompany are denominated in currencies other than Sterling. In general, the company does not purchase derivatives to manage its exposure to currency risk on such transactions. Instead, the Oxbow Group of companies' currency risks are managed at a group level.

Credit risk

The company has implemented policies which require appropriate credit checks on potential customers before sales are made. The amount of exposure to any individual counterparty is subject to a limit, which is re-assessed annually by the board of directors.

OXBOW UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Price risk

The company is exposed to product price risk as a result of its operations. However, given the size of the company's operations, the characteristics of the products and the low frequency of incoming bulk stock, the board of directors manage the risk by continuously monitoring product prices and market conditions in conjunction with the immediate parent company's treasury department and other group companies' sourcing departments.

The directors will re-assess the appropriateness of this policy should the company's operations change in size or nature. The company has no exposure to equity securities price risk, as it holds no listed or other equity investments.

Future developments

The future developments of the company are included in the Strategic Report on page 1.

Auditor

The auditor, BHP LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

OXBOW UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
Energy and carbon report

The Streamlined Energy and Carbon Reporting (“SECR”) relating to the activities of the company for the financial year ended 31 December 2024 are as follows:

Energy consumption (MWh)
kWh
Scope 1 - direct emissions
1,089.20
Scope 2 - indirect emissions
123.15
Scope 3 - other indirect emissions
73.38
1,285.73
Emissions (tCO2e)
tCO2e
tCO2e
Scope 1 - direct emissions
Fuel - plant and equipment
261.02
Fuel - company car travel
27.32
288.34
Scope 2 - indirect emissions
Electricity
25.50
25.50
Scope 3 - other indirect emissions
Business travel
4.88
Employee commute
13.33
18.21
Total gross emissions
332.05
Intensity ratio
Tonnes CO2e per employee
19.53

This is the first year the company has met the threshold for SECR and therefore comparative information is not required.

Methodology

The Green House Gas (GHG) emissions have been calculated using activity data such as electricity units consumed, litres of fuels delivered and mileage data and multiplied using the emission conversion factors as published by the UK Government’s Department for Energy Security and Net Zero.

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per employee.

OXBOW UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -

Energy Efficiency Action

Our full range of products are entirely cold cured meaning that no external heat supply is required by our operations and therefore our briquettes are produced in a more energy efficient production process than some of the competing products in the market.

Completed Carbon Reduction Initiatives:

- We have taken steps to move our small company fleet towards more energy efficient plug in hybrid cars, with the majority being such vehicles. Electric vehicle charging points have been installed at our premises to further facilitate the switch towards hybrid and electric vehicles. We will continue to explore the further use of these vehicles as the fleet is renewed.

- The company has reviewed packaging requirements and has made a switch towards bags used in the packing process that include minimum 30% recycled content.

Ongoing and Future Initiatives:

- The company is currently working in partnership with its landlord on the planned installation of a wind turbine for electricity generation at the Immingham site. This would enable all electricity usage at the Immingham site to be produced from green energy sources.

- We are exploring the possibility of bringing our bagging plant onsite at the briquette production facility. This would reduce carbon footprint of our packed product through the reduction of transportation requirements of the product.

Statement of directors' responsibilities

The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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; and

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They 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.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

OXBOW UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
On behalf of the board
Mr M A Robinson
Director
4 July 2025
OXBOW UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OXBOW UK LIMITED
- 8 -
Opinion

We have audited the financial statements of Oxbow UK Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including 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).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period 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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' r eport 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.

OXBOW UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OXBOW UK LIMITED (CONTINUED)
- 9 -
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 identifie d material misstatements in the strategic report or the directors' r eport.

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.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the c ompany through discussions with directors and other management, and from our commercial knowledge and experience of the trade;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the c ompany;

- we assessed the extent of compliance with the laws and regulations considered above through making enquiries of management; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by;

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

OXBOW UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OXBOW UK LIMITED (CONTINUED)
- 10 -

To address the risks of fraud through management bias and override controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- enquiring of management as to actual and potential litigation and claims; and

- discussions with senior management regarding relevant regulations and reviewing the company’s legal and professional fees.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the director’s and other management and the inspection of regulatory and legal correspondence.

As part of our audit, we addressed the risk of management override of internal controls, including testing of journals and review of the nominal ledger. We evaluated whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 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.

Chris Neale (Senior Statutory Auditor)
For and on behalf of BHP LLP, Statutory Auditor
Chartered Accountants
Mayesbrook House
Lawnswood Business Park
Redvers Close
Leeds
LS16 6QY
4 July 2025
OXBOW UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
2024
2023
Notes
£
£
Revenue
3
37,297,437
42,714,788
Cost of sales
(26,764,489)
(35,573,515)
Gross profit
10,532,948
7,141,273
Administrative expenses
(2,942,799)
(1,766,688)
Operating profit
4
7,590,149
5,374,585
Investment income
8
79,179
10,899
Finance costs
9
(1,311,670)
(1,860,363)
Profit before taxation
6,357,658
3,525,121
Tax on profit
10
(1,605,360)
(836,002)
Profit and total comprehensive income for the financial year
4,752,298
2,689,119
OXBOW UK LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 12 -
2024
2023
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
12
557,420
479,527
Right-of-use assets
12
989,632
1,654,722
Investments
13
10,124,354
10,124,354
11,671,406
12,258,603
Current assets
Inventories
15
16,189,464
13,927,524
Trade and other receivables
16
8,969,678
6,700,444
Cash and cash equivalents
415,074
1,712,200
25,574,216
22,340,168
Current liabilities
Trade and other payables
17
28,451,934
29,882,903
Lease liabilities
18
603,660
648,649
29,055,594
30,531,552
Net current liabilities
(3,481,378)
(8,191,384)
Total assets less current liabilities
8,190,028
4,067,219
Non-current liabilities
Lease liabilities
18
470,784
1,079,245
(470,784)
(1,079,245)
Provisions for liabilities
Deferred tax liabilities
19
(86,965)
(107,993)
Net assets
7,632,279
2,879,981
Equity
Called up share capital
20
200,000
200,000
Retained earnings
7,432,279
2,679,981
Total equity
7,632,279
2,879,981

The notes on pages 15 to 27 form part of these financial statements.

OXBOW UK LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2024
31 December 2024
- 13 -
The financial statements were approved by the board of directors and authorised for issue on 4 July 2025 and are signed on its behalf by:
Mr M A Robinson
Director
Company registration number 00131256 (England and Wales)
OXBOW UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
Share capital
Retained earnings
Total
Notes
£
£
£
Balance at 1 January 2023
200,000
3,931,562
4,131,562
Year ended 31 December 2023:
Profit and total comprehensive income
-
2,689,119
2,689,119
Transactions with owners:
Dividends
11
-
(3,940,700)
(3,940,700)
Balance at 31 December 2023
200,000
2,679,981
2,879,981
Year ended 31 December 2024:
Profit and total comprehensive income
-
4,752,298
4,752,298
Balance at 31 December 2024
200,000
7,432,279
7,632,279
OXBOW UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
1
Accounting policies
Company information

The principal activities of the company are the production, distribution and sales of smokeless fuels and handling services. The company is a private company and is incorporated and domiciled in the UK, limited by shares. It is registered in England and the registered address can be found at the front of these financial statements.

New or amended Accounting Standards and Interpretations adopted.

The Company has adopted all of the new or amended Accounting Standards and Interpretations issued by the Financial Reporting Council ('FRC') that are mandatory for the current reporting period. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

1.1
Accounting convention

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

The financial statements are prepared in Sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

- inclusion of an explicit and unreserved statement of compliance with IFRS;

- presentation of a statement of cash flows and related notes;

- disclosure of the objectives, policies and processes for managing capital;

- disclosure of key management personnel compensation;

- disclosure of the categories of financial instrument and the nature and extent of risks arising on these financial instruments;

- the effect of financial instruments on the statement of comprehensive income;

- comparative period reconciliations for the number of shares outstanding and the carrying amounts of property, plant and equipment, intangible assets, investment property and biological assets;

- disclosure of the future impact of new International Financial Reporting Standards in issue but not yet effective at the reporting date;

- comparative narrative information; and

- related party disclosures for transactions with the parent or wholly owned members of the group.

The company is a wholly owned subsidiary of Oxbow Energy Solutions B.V. and its ultimate parent company is Oxbow Carbon LLC. The company has taken advantage of the exemption in Section 400 of the Companies Act 2006 to not prepare consolidated financial statements as i t is included in the financial statements of Oxbow Netherlands Cooperative U.A. (the parent undertaking of the smallest group of undertakings) which are available from Wilhelminakade 93, Rotterdam, 3072AP, Netherlands. These financial statements are separate financial statements.

1.2
Going concern

The company meets its day-to-day working capital requirements through its cash reserves and borrowings. The company's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the company should be able to operate within the level of its current cash reserves and borrowings. After making enquiries including obtaining a letter of support from the ultimate parent and confirmation that intercompany loans will not be recalled, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements. true

OXBOW UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.3
Revenue

Revenue represents sales of briquettes to the home heating market and petroleum coke, services under compulsory stock obligation (CSO) contracts, as well as third party handling and storage services and is recognised at the point that the control is transferred to the customer at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied, stated net of discounts and excluding value added tax.

The company recognises revenue as follows:

Revenue from contracts with customers

The Company recognises revenue from contracts with customers based on a five step model as set out in IFRS 15:

- Identify the contract(s) with a customer: A contract is defined as an agreement between two or more parties that creates enforceable rights and obligations and sets out the criteria for every contract that must be met.

- Identify the performance obligations in the contract: A performance obligation is a promise in a contract with a customer to transfer a good or service to the customer.

- Determine the transaction price: The transaction price is the amount of consideration to which the Company expects t o be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties.

- Allocate the transaction price to the performance obligations in the contract: For a contract that has more than one performance obligation, the Company will allocate the transaction price to each performance obligation in an amount that depicts the amount of consideration to which the Company expects to be entitled in exchange for satisfying each performance obligation.

- Recognise revenue when (or as) the entity satisfies a performance obligation at a point in time or over time.

The Company satisfies a performance obligation and recognises revenue at a point in time, if one of the following criteria is met:

- The customer simultaneously receives and consumes the benefits provided by the Company's performance as the Company performs; or

- T he Company's performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or

- The Company's performance does not create an asset with an alternative use to the Company and the entity has an enforceable right to payment for performance completed to da t e.

For performance obligations where one of the above conditions are not met, revenue is recognised a t the point in time at which the performance obligation is satisfied. The Company assesses each of its contracts with customers to determine whether performance obligations are satisfied over time or at a point in time in order to determine the appropriate method of recognising revenue. When the Company satisfies a performance obligation by delivering the promised goods or services it creates a contract asset based on the amount of consideration earned by the performance. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding t axes and duty. The C o mpany assesses its revenue arrangements against specific criteria to determine if it is acting as principal or agent. The Company has concluded that it is acting as a principal in all of its revenue arrangements. Revenue is recognised in the income statement to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur and the revenue and costs, if applicable, can be measured reliably.

OXBOW UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.4
Property, plant and equipment

Property, plant and equipment is stated at historic purchase cost less accumulated depreciation. Historical cost includes the original purchase price of the assets and the costs attributable to bringing the asset into its working condition for its intended use.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with them will flow to the company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which they occur.

Depreciation is calculated using the straight-line method as to write off the cost of fixed assets less their estimated residual values over the expected useful lives of the assets concerned. The principal lives used for this purpose are:

Leasehold land and buildings
5 to 10 years
Plant and machinery
2 to 6 years
Office equipment
2 to 5 years

The assets' residual values are useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

Assets under construction are not depreciated until they are made available for use.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within 'Administrative Expenses' in the Income Statement.

1.5
Non-current investments

Investments in subsidiary undertakings are held at cost less accumulated impairment losses.

1.6
Inventories

Inventory is valued on a first in first out basis and is stated at the lower of cost and net realisable value after making allowance for obsolete or slow moving items. Cost represents all direct costs incurred in bringing inventory to its present state and location. Net realisable value is the price at which inventory can be sold in the normal course of business after allowing for the costs of realisation.

1.7
Cash and cash equivalents

Cash and cash equivalents include cash in hand and cash at bank. In the statement of financial position, bank overdrafts are shown within borrowings in current liabilities.

OXBOW UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.8
Trade and other receivables

Trade and other receivables are amounts due from customers for products sold or services performed in the ordinary course of business. These are classified as current assets since collection is expected in one year or less. Trade receivables are initially recognised at their transaction price. Trade and other receivables are subsequently measured at amortised cost less provision for expected credit losses.

The Company applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of the lifetime expected loss provision for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due.

Expected credit losses incorporate forward looking information, take into account the time value of money when there is a significant financing component and are based on days past due; the external credit ratings of its customers; and significant changes in the expected performance and behavio u r of the borrower.

1.9
Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors a re recognised at fair value and are subsequently measured at amortised cost.

1.10
Taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in the Income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in shareholder's funds. in this case, the tax is also recognised in other comprehensive income or directly in shareholder's funds, respectively.

Current tax

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the country where the company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred tax

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; or arise from initial recognition of an asset or liability in a transaction other than a business combination that at the time of transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

OXBOW UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
1.11
Pensions

The company provides a defined contribution scheme for employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate policy. Pension contributions are charged to the income statement as the costs are incurred. Differences between contributions payable and contributions paid are shown as either accruals or prepayments in the statement of financial position.

1.12
Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor, are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are classified and measured under IFRS16.

Oxbow UK Limited leases land and buildings and vehicles for a fixed period of between 3 and 5 years with the option for extension. The lease terms are negotiated on an individual basis and contain a wide range of terms and conditions. Leased assets may not be used as security for borrowing purposes.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

- fixed payments for the lease rental. Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case, the lessee's incremental borrowing rate is used, and being the rate the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

To determine the incremental borrowing rate, Oxbow UK Limited:

- where possible, uses recent third party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing conditions since the third party financing was received

- makes adjustments specific to the lease, e.g. term, country, currency and security.

Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight line basis. Payments associated with short-term leases of equipment and vehicles and all leases of low value assets are recognised on a straight line basis as an expense in profit or loss. Short term leases are leases with a lease terms of 12 months or less.

1.13
Foreign exchange

Functional and presentational currency: Items included in the financial statements of the company are measured using the currency of the primary economic environment in which the company operates ("the functional currency"). The financial statements are presented in Sterling (£), which is also the company's functional currency.

Transactions and balances: Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuations where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities are dominated in foreign currency are recognised in the income statement.

1.14

Share capital

Ordinary shares are classified as equity.

OXBOW UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
2
Critical accounting estimates and judgements

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

Critical judgements
Investment recoverability

The company has an investment of £10,124,354 (202 3: £10,124,354) in its subsidiary, Eldon Colliery Limited. The directors deem that the value of the investment is fully recoverable based on forecast profits and associated cashflows.

Inventory provisioning

The company makes an estimate of the inventory provision after considering the nature and condition of the inventory as well as applying assumptions around anticipated saleability of finished goods and future usage of raw materials. This includes information in relation to inventory counts, screening processes and environmental factors. There is minimal wastage within the production of finished goods, this is because raw material inputs can be reused within the manufacturing process.

Judgemental inputs to the IFRS16 accounting

The d irectors will exercise their judgement when determining a rate at which to discount future lease payments. This is based on the incremental borrowing rate to the company which is established on the rate of a secured loan with the wider Groups banking partner.

Additionally, leases entered into by the company may include break and/or extension clauses. Through consideration of various factors the d irectors make an informed decision in relation to the likelihood of exercising such clauses when determining the appropriate lease term.

3
Revenue
2024
2023
£
£
Revenue analysed by class of business
Product sales
35,044,415
41,044,921
CSO sales
989,211
288,800
Rental, handling and dispatch sales
1,263,811
1,381,067
37,297,437
42,714,788
2024
2023
£
£
Revenue analysed by geographical market
United Kingdom
36,292,272
42,714,788
Netherlands
1,005,165
-
37,297,437
42,714,788
OXBOW UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
4
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
307,628
(1,128,779)
Depreciation of property, plant and equipment
137,248
141,332
Depreciation of right-of-use assets
666,486
681,955
Cost of inventories recognised as an expense
24,095,844
32,773,396
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
40,465
38,536
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Adminstration and sales
10
11
Operations
7
8
Total
17
19

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
1,213,613
1,314,481
Social security costs
143,637
209,622
Pension costs
93,632
80,175
1,450,882
1,604,278
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
278,913
239,253
Company pension contributions to defined contribution schemes
15,614
12,833
294,527
252,086
OXBOW UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
7
Directors' remuneration
(Continued)
- 22 -
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
226,813
239,253
Company pension contributions to defined contribution schemes
14,259
12,833

At 31 December 2024 retirement benefits were accruing to 1 director (2023: 1) under a money purchase scheme. There are no directors accruing benefit under the defined benefit pension scheme (2023: Nil).

8
Investment income
2024
2023
£
£
Interest income
Interest receivable from group companies
75,830
10,899
Income from fixed asset investments
Income from shares in group undertakings
3,349
-
0
Total income
79,179
10,899
9
Finance costs
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
78,363
110,968
Interest payable to group undertakings
1,163,026
1,646,708
Interest on lease liabilities
70,281
102,687
1,311,670
1,860,363
OXBOW UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
1,625,968
871,894
Adjustments in respect of prior periods
420
(4,333)
Total UK current tax
1,626,388
867,561
Deferred tax
Origination and reversal of temporary differences
(21,028)
(31,559)
Total tax charge
1,605,360
836,002

The charge for the year can be reconciled to the profit per the income statement as follows:

2024
2023
£
£
Profit before taxation
6,357,658
3,525,121
Expected tax charge based on a corporation tax rate of 25.00% (2023: 23.52%)
1,589,415
829,128
Effect of expenses not deductible in determining taxable profit
15,339
13,002
Adjustment in respect of prior years
420
(4,333)
Remeasurement of deferred tax for change in tax rates
-
(1,867)
Fixed asset differences
186
72
Taxation charge for the year
1,605,360
836,002
11
Dividends
2024
2023
2024
2023
Amounts recognised as distributions:
per share
per share
Total
Total
£
£
£
£
Ordinary Shares
Interim dividend paid
-
19.70
-
3,940,700
OXBOW UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
12
Property, plant and equipment
Leasehold land and buildings
Assets under construction
Plant and machinery
Office equipment
Total
£
£
£
£
£
Cost
At 1 January 2024
1,584,022
-
0
1,468,529
85,488
3,138,039
Additions
-
0
201,680
4,571
8,891
215,142
At 31 December 2024
1,584,022
201,680
1,473,100
94,379
3,353,181
Accumulated depreciation and impairment
At 1 January 2024
1,584,022
-
0
999,477
75,013
2,658,512
Charge for the year
-
0
-
0
129,855
7,393
137,248
At 31 December 2024
1,584,022
-
0
1,129,332
82,406
2,795,760
Carrying amount
At 31 December 2024
-
201,680
343,768
11,973
557,421
At 31 December 2023
-
-
469,052
10,475
479,527

The following right-of-use assets are held by the business. These are displayed separately on the face of the balance sheet.

Right-of-use assets
2024
2023
£
£
Net values at the year end
Property
915,082
1,504,146
Motor vehicles
74,550
150,576
989,632
1,654,722
Total additions in the year
7,291
104,486
Depreciation charge for the year
Property
589,065
611,118
Motor vehicles
77,421
70,837
666,486
681,955

Note 18 provides further information on the lease liabilities in related to right-of-use assets where Oxbow UK Limited is a lessee.

OXBOW UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
13
Investments
2024
2023
£
£
Investments in subsidiaries
10,124,354
10,124,354
14
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Eldon Colliery Limited
Southern Way, Immingham Dock, Immingham, North East Lincolnshire, DN40 2NX
Ordinary
100.00
15
Inventories
2024
2023
£
£
Raw materials
10,637,469
11,154,202
Finished goods
5,551,995
2,773,322
16,189,464
13,927,524

Inventories are stated after provisions for impairment of £nil (202 3: £nil). During the year there were no inventory write-offs.

16
Trade and other receivables
2024
2023
£
£
Trade receivables
4,700,213
6,533,986
Amounts owed by fellow group undertakings
4,195,411
12,387
Other receivables
17,964
17,964
Prepayments and accrued income
56,090
136,107
8,969,678
6,700,444

Amounts owed by group undertakings are unsecured and repayable on a daily notice. At the year end the balances bear interest at SOFR plus 0.1 1% minus 0.125%.

Trade receivables are stated after provisions for impairment of £nil (2023: £12,227).

OXBOW UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
17
Trade and other payables
2024
2023
£
£
Trade payables
535,889
936,889
Amounts owed to fellow group undertakings
24,357,903
26,475,086
Accruals and deferred income
762,136
937,511
Other payables
2,796,006
1,533,417
28,451,934
29,882,903

Amounts owed to group undertakings are unsecured and are repayable on demand or by the 1st May 202 6 and bear interest at Applicable Federal Rates (AFR). Prior to May 2023 this rate was 3 month LIBOR plus 7.25%.

18
Lease liabilities
2024
2023
Maturity analysis
£
£
Within one year
603,660
648,649
In two to five years
470,784
1,079,245
Total undiscounted liabilities
1,074,444
1,727,894

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

2024
2023
£
£
Current liabilities
603,660
648,649
Non-current liabilities
470,784
1,079,245
1,074,444
1,727,894
2024
2023
Amounts recognised in profit or loss include the following:
£
£
Interest on lease liabilities
70,281
102,687
19
Deferred taxation
Liabilities
2024
2023
£
£
Deferred tax balances
86,965
107,993
OXBOW UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
19
Deferred taxation
(Continued)
- 27 -

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.

Depreciation in excess of capital allowances
£
Liability at 1 January 2023
139,552
Deferred tax movements in prior year
Charge/(credit) to profit or loss
(31,559)
Liability at 1 January 2024
107,993
Deferred tax movements in current year
Charge/(credit) to profit or loss
(21,028)
Liability at 31 December 2024
86,965
20
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
200,000
200,000
200,000
200,000

All shares rank pari passu in all respects.

21
Related party transactions

The company has taken advantage of the exemption under FRS 101, "Related Party Disclosures" not to disclose related party transactions between fellow group companies on the grounds that it is a wholly owned subsidiary of a group headed by Oxbow Carbon LLC. The transactions not explicitly disclosed are transactions between entities under common control.

22
Ultimate parent undertaking and controlling party

The immediate parent undertaking is Oxbow Energy Solutions B.V.

The ultimate parent undertaking and controlling party is Oxbow Carbon LLC, a company incorporated in the United States of America.

Oxbow Carbon LLC is the parent undertaking of the largest group of undertakings to consolidate these financial statements at 31st December 2024.

Oxbow Netherlands Cooperative U.A. is the parent undertaking of the smallest group of undertakings to consolidate these financial statements. The consolidated financial statements of Oxbow Netherlands Cooperative are available from Wilhelminakade 93, Rotterdam, 3072 AP, Netherlands.

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