REGISTERED NUMBER: 07608263 (England and Wales)

Page

Company information  

1

Group strategic report  

2

Report of the directors  

7

Independent auditors' report  

9

Consolidated income statement  

13

Consolidated other comprehensive income  

14

Consolidated balance sheet  

15

Company balance sheet  

16

Consolidated statement of changes in equity  

17

Company statement of changes in equity  

18

Consolidated cash flow statement  

19

Notes to the consolidated financial statements

20

Directors:

R E Straughan

Dr G H Friedrich Bergmann

K Fairbrass

Secretary:

K Fairbrass

Registered office:

1 Maidenbower Office Park

Balcombe Road

Crawley

West Sussex

RH10 7NN

Registered number:

07608263 (England and Wales)

Auditors:

KPMG LLP, Statutory Auditor

Chartered Accountants

Global House

High Street

Crawley

West Sussex

RH10 1DQ

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

Review of business and results for the year

The speciality chemicals marketplace experienced a mixed year in 2024, due to the continued low levels of growth and business activity in Europe. The core markets of the UK and Japan were challenging, but there was good growth in Spain, India and in Singapore. Sales of Monomers continued to be adversely impacted by oversupply into the market, but there was good growth in the Adhesives, Composites and Personal Care sectors.

Despite the difficult trading conditions, the business managed to strengthen margins in key markets, UK, US and Singapore.  Singapore operations support the global optical market and with further investment in the world-class manufacturing plant, capacity expansion, and R&D resource, the business has continued to expand its customer base.  The group continues to drive its Performance Chemicals portfolio as a leading supplier of its speciality chemical products in the Monomer, Optical, and Elastomer industries.

During the year, sales recorded at £56m (2023: £65m) delivered a trading gross profit of £14.3m (2023:£16.3m). Margins continue to reflect strong performances in our Industrial and Optical business units, delivering a group margin of 26.2%.  This is ahead of prior year (25.2%) due to the strong performance in the Opticals, Composites and Industrial businesses, which command higher margins than the group average.

The performance of the UK Group was as follows:

£'000

2024

2023

Turnover

56,449

64,701

Gross Profit

14,276

16,286

Pre Tax profit

2,423

4,296

The group continues to display a strong balance sheet with decrease in net assets of £10.2mil (2023: £10.4mil). Management continues to focus on optimising inventory levels and debtors whilst continuing to pay suppliers to terms. The group continues to maintain strong reserves with good liquidity and net asset position to support the business.

Our Health & Safety, Environment, Quality and Sustainability programmes are at the heart of everything that the group does and continue to maintain high standards. Quality standards were well maintained with successful ISO audits and certifications.

During 2024 the Group continued its journey of digital transformation and integration into the Nordmann group network.

The business continues to operate on a flexible basis, facilitated by digital communications and technologies to stay in contact with our business partners, the group has been able to continue its operations efficiently and effectively.

The high standards of quality and service were recognised in the UK, where the UK business was awarded the Distributor of the Year by the Chemical Business Association.

Principal risks and uncertainties

The company operates in a wide ranging market with increasing competition and price sensitive environment adding pressure on margins. Ongoing changes and uncertainty from Brexit along with possible tariff changes in the US adds to the challenges within the UK market as we continue to have strong trading relationship with the EU and US. However, the company trades in niche speciality chemical products and covers a wide market sector, such that the overall business is buoyant and no significant risks are anticipated. The impact from Brexit and possible tariff changes is universal to all the businesses in our markets and therefore mitigates the challenges equally faced by competition.

Financial Instruments

The group operates its trade in various domestic and foreign currencies. Currency and interest rate exposures are well- managed and to mitigate and manage this risk, the group makes use of forward rate contracts and where possible, foreign currency purchase and sales transactions are matched to provide a natural hedge. The group seeks to drive down debt and ensuring sufficient liquidity headroom to meet business needs. Customer credit checks and limits are rigorously maintained, and we continue to have a good track record on receivables and minimising risk.

The board expects the group will continue to expand, trade profitably and retain good liquidity whilst continuing to achieve high standards on health, safety, quality and responsible care with ethical trading. We will continue to seek opportunities for organic growth with existing and new suppliers and build on businesses acquired over the years

Going concern

The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.

The directors have prepared cash flow forecasts and performed a going concern assessment which indicates that, in both the base and reasonably possible downsides, the group will have sufficient funds to meet its liabilities as they fall due during 12 month period ending 30 April 2026, the going concern assessment period.

The going concern assessment uses budget 2025 performance, considers the order book and applies best estimates of business growth. The base case assumes gross margin levels will be maintained and staff and overhead costs grow at 20.5%. The plausible downside reflects the reduction in sales scenario of -13.3%.

Consequently, the directors are confident that the group will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

Section 172(1) statement

Section 172 of the Companies Act 2006 requires a director of a group to act in the way he or she considers, in good faith, would most likely promote the success of the group for the benefit of its members as a whole. In doing this, section 172 requires a director to have regard, amongst other matters, to the: likely consequences of any decisions in the long-term; interests of the company's employees; need to foster the group's business relationships with suppliers, customers and others; impact of the group's operations on the community and environment; desirability of the group maintaining a reputation for high standards of business conduct, and need to act fairly as between members of the group

Long Term

With a long term view, the directors carry out annual budgeting to monitor performance, ensure foreseeable stability and allow economical decisions to be made. The directors also maintain robust employee retention programmes and perform ongoing reviews of policies and procedures. The company has an HSEQS department to ensure compliance and develop an environmental and community focus. The directors also hold membership of trade bodies to ensure the company is up to date with the latest rules and regulations and to influence the direction of the industry.

Shareholders

In discharging our section 172 duties we have regard to the factors set out above. We also have regard to other factors that we consider relevant to the decision being made. Those factors, for example, include the interests and views of our shareholders, other group companies and other relevant stakeholders. We acknowledge that every decision we make will not necessarily result in a positive outcome for all of our stakeholders. By considering the 's group's purpose, vision and values together with its strategic priorities and having a process in place for decision-making, we do, however, aim to make sure that our decisions are consistent.

As is normal for large, private companies, we delegate authority for day-to-day management of the group to executives and then engage management in setting, approving and overseeing execution of the business strategy and related policies. Board meetings are held periodically, and activities reviewed through the consideration and discussion of information, which is sent in advance of each board meeting and through presentations to the board, and the consideration of the impact of the relevant decisions on stakeholders. The board are fully aware of their responsibilities to promote the success of the group in accordance with section 172 of the Companies Act 2006.

Employees

The group has around 104 employees and the board is committed to promoting a diverse and inclusive workplace, reflective of the communities in which it does business. We approach diversity in the broadest sense, recognising that successful businesses flourish through embracing diversity into their business strategy and developing talent at every level in the organisation

The board and senior management are responsible for ensuring that the group's purpose, vision and values are effectively communicated to employees and that the group's activities reflect the culture we wish to instil in employees and drive appropriate behaviours. Employees are actively encouraged to provide feedback and report any concerns if required. There is close collaboration between employees and directors on a regular basis and directors are encouraged, and expected, to visit operations and to engage with the employees regularly.

The health and safety of employees is paramount and the group monitors both the accident frequency rate and the accident severity rate.  The KPIs for the past 12 months are as follows:

KPI

FY 2024

FY 2023

Accident Frequency Rate (#RIDDORs)

0

0

Accident Severity Rate(# days lostdue to injuries/total working hours)

0

0

All accidents are reported by local management and reviewed globally at regular Health and Safety review meetings, ensuring that any lessons are learned, and that there is a continual focus on process improvement.

The business is committed to the ongoing development and training of employees. During the year the group implemented a management development programme and a new eLearning platform. The KPI in this area is the number of training hours per employee:

KPI

FY 2024

FY 2023

Training hours per employee

7.5

7.2

Business relationships, community and environment

The group's key stakeholders are its employees, customers, consumers, suppliers, shareholder and the local communities in which it operates. The views of and the impact of the group's activities on those stakeholders are an important consideration for directors when making relevant decisions. Whilst there are cases where the board itself judges that it should engage directly with certain stakeholder groups or on certain issues, the size and spread of our stakeholders means that generally our stakeholder engagement best takes place at an operational level.

We bring the stakeholder voice into the boardroom through information provided by senior management and by direct engagement with stakeholders themselves, where appropriate. The relevance of each stakeholder group may increase or decrease depending on the matter or issue in question, so the board seeks to consider the needs and priorities of each stakeholder group during its discussions and as part of its decision-making.

Business conduct

Active participation in industry trade bodies ensure that the business operates and maintains high standards of conduct. There is a corporate code of conduct which all employees are required to sign up to which covers human rights and working conditions, legal compliance, environmental protection, fair competition, anti-corruption and conflicts of interest, anti-money laundering and terrorist financing, IT security, data privacy and personal data protection, Product safety and responsibility.  In addition, the business has implemented a whistleblowing policy. The company utilises sanctions checking and compliance software to ensure that the business complies with all legislation.

Streamlined energy and carbon reporting

In the financial year, the businesses used the following amounts of energy and corresponding CO2 emissions:

31 December 2024

31 December 2023

Worldwide Energy used

kWh

kWh

- Electricity use

530,200

521,628

- Fuel consumption

116,990

103,133

31 December 2024

31 December 2023

Worldwide Emissions from

CO2

CO2

- Electricity

211,247

202,794

- Consumption of fuel for transport

28,230

25,609

Consumption data was determined by using invoices from supplier and estimating fuel usage based on expenditure. Emissions were determined by applying the UK government conversion factors to the energy consumption values and aggregating the total.

Average number of employees during the year is the most appropriate measure of energy intensity. Financial measure and other operational measures are more likely to fluctuate, with a significant part of the fluctuation outside of our control.

Energy Intensity Kg CO2 per employee

2024

2023

Average number of employees

104

101

CO2 emissions (Kg):

2,303

2,261

Energy use relates to offices and production/warehouse operations. To promote our green credentials, where possible, we aim to select supply partners that drive renewal and green energy source with a key objective to achieve 2050 net-zero target. We have also secured E7 allocation, which helps to spread consumption and energy utilisation. All our key locations are installed with energy saving motion sensor lighting.

We expect these energy saving measures to have some impact in future years to come as we continue to seek efficient use of renewal and green energy sources.

On behalf of the board:

K Fairbrass - Director

15 April 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

Principal activity

Dividends

Dividends paid during the year comprise a final dividend of £1.84 per share, totalling £1.73m, in respect of the previous year ended 2023.

Directors

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

R E Straughan

Dr G H Friedrich Bergmann

K Fairbrass

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report and the Group and parent Company 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 they have elected to prepare the Group and parent Company financial statements in accordance with UK accounting standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland.

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent Company and of the Group's profit or loss for that period. In preparing each of the Group and parent Company financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and 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;

- assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

- use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

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 responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

Statement as to disclosure of information to auditors

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

On behalf of the board:

K Fairbrass - Director

15 April 2025

Opinion

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities are described below. We have fulfilled our ethical responsibilities under, and are independent of the Group in accordance with, UK ethical requirements including the FRC Ethical Standard. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.

Going concern

The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or the Company or to cease their operations, and as they have concluded that the Group and the Company's financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over their ability to continue as a going concern for at least a year from the date of approval of the financial statements ("the going concern period").

In our evaluation of the directors' conclusions, we considered the inherent risks to the Group's business model and analysed how those risks might affect the Group and Company's financial resources or ability to continue operations over the going concern period.

Our conclusions based on this work:

- we consider that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate;

- we have not identified, and concur with the directors' assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Group or the Company's ability to continue as a going concern for the going concern period.

However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Group or the Company will continue in operation.

Fraud and breaches of laws and regulations - ability to detect

Identifying and responding to risks of material misstatement due to fraud

To identify risks of material misstatement due to fraud ("fraud risks") we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:

- Enquiring of directors and management as to the Group's high-level policies and procedures to prevent and detect fraud, as well as whether they have knowledge of any actual, suspected or alleged fraud

- Reading Board minutes

- Considering remuneration incentive schemes and performance targets for management

- Using analytical procedures to identify any unusual or unexpected relationships

We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit. This included communication from the Group audit team to full scope component audit teams of relevant fraud risks identified at the Group level and request to full scope component audit teams to report to the Group audit team any instances of fraud that could give rise to a material misstatement at the Group level.

As required by auditing standards and taking into account possible pressures to meet profit targets, we perform procedures to address the risk of management override of controls and risk of fraudulent revenue

recognition, in particular:

- the risk that Group and component management may be in a position to make inappropriate accounting entries; and

- the risk that revenue is overstated through recording revenues in the wrong period.

We did not identify any additional fraud risks.

We performed procedures including:

- Identifying journal entries and other adjustments to test based on risk criteria and comparing the identified entries to supporting documentation. These included those posted with unusual accounts pairings and material post close journals.

- Assessing whether revenue transactions recorded in the period leading up to year-end are accounted for in the correct period by vouching a sample of transactions to supporting documentation to ensure the revenue recognition criteria was met.

- Assessing whether the judgements made in making accounting estimates are indicative of a potential bias.

Identifying and responding to risks of material misstatement related to compliance with laws and regulations

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, through discussion with the directors and other management (as required by auditing standards) and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations.

We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. This included communication from the Group audit team to full-scope component audit teams of relevant laws and regulations identified at the Group level, and a request for full scope component auditors to report to the Group audit team any instances of non-compliance with laws and regulations that could give rise to a material misstatement at the Group level.

The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: health and safety, data protection laws, anti-bribery and employment law recognising the nature of the Group's activities. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.

Context of the ability of the audit to detect fraud or breaches of law or regulation

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.

In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

Strategic report and directors’ report

The directors are responsible for the strategic report and the directors’ report. Our opinion on the financial statements does not cover those reports and we do not express an audit opinion thereon.

Our responsibility is to read the strategic report and the directors' report and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work:

- we have not identified material misstatements in the strategic report and the directors' report;

- in our opinion the information given in those reports for the financial year is consistent with the financial statements; and

- in our opinion those reports have been prepared in accordance with the Companies Act 2006.

Matters on which we are required to report by exception

Under the Companies Act 2006, we are required to report to you if, in our opinion:

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

- the parent Company 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.

We have nothing to report in these respects.

Responsibilities of directors

As explained more fully in their statement set out on page 7, the directors are responsible for: the preparation of the financial statements and for being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group and parent 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 they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities

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 our opinion in an auditor's report. 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.

A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.

The purpose of our audit work and to whom we owe our responsibilities

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 Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Mark Sheppard (Senior Statutory Auditor)

for and on behalf of KPMG LLP, Statutory Auditor

Chartered Accountants

Global House

High Street

Crawley

West Sussex

RH10 1DQ

15 April 2025

Turnover

3

56,448,627

64,700,591

Cost of sales

(42,172,785

)

(48,414,453

)

Gross profit

14,275,842

16,286,138

Administrative expenses

(11,502,742

)

(11,506,380

)

2,773,100

4,779,758

Other operating income

4

-

38,006

Operating profit

2,773,100

4,817,764

Loss on sale of investment

property

6

-

(112,710

)

2,773,100

4,705,054

Interest receivable and similar income

6,252

3,082

Interest payable and similar expenses

7

(356,745

)

(411,669

)

Profit before taxation

8

2,422,607

4,296,467

Tax on profit

10

(791,473

)

(1,576,396

)

Profit for the financial year

1,631,134

2,720,071

Profit attributable to:

Owners of the parent

1,631,134

2,720,071

Profit for the year

1,631,134

2,720,071

Other comprehensive income  

Movement on foreign exchange reserve

(77,747

)

(668,079

)

Income tax relating to other

comprehensive income

-

-

Other comprehensive income for the

year, net of income tax

(77,747

)

(668,079

)

Total comprehensive income for the

year

1,553,387

2,051,992

Total comprehensive income attributable to:

Owners of the parent

1,553,387

2,051,992

Fixed assets

Intangible assets

13

1,679

2,917

Tangible assets

14

2,566,175

2,474,214

Investments

15

-

-

2,567,854

2,477,131

Current assets

Stocks

16

5,126,521

4,635,734

Debtors

17

7,194,511

8,445,465

Cash at bank and in hand

10,253,126

10,805,615

22,574,158

23,886,814

Creditors

Amounts falling due within one year

18

(8,976,503

)

(8,405,749

)

Net current assets

13,597,655

15,481,065

Total assets less current liabilities

16,165,509

17,958,196

Creditors

Amounts falling due after more than one

year

19

(5,971,897

)

(7,589,513

)

Provisions for liabilities

21

(9,653

)

(8,111

)

Net assets

10,183,959

10,360,572

Capital and reserves

Called up share capital

22

9,414

9,414

Retained earnings

23

10,174,545

10,351,158

Shareholders' funds

10,183,959

10,360,572

The financial statements were approved by the Board of Directors and authorised for issue on 15 April 2025 and were signed on its behalf by:

K Fairbrass - Director

R E Straughan - Director

Fixed assets

Intangible assets

13

-

-

Tangible assets

14

-

-

Investments

15

2,220,156

2,220,156

2,220,156

2,220,156

Current assets

Stocks

16

275,928

217,395

Debtors

17

318,780

917,578

Cash at bank

612,296

613,960

1,207,004

1,748,933

Creditors

Amounts falling due within one year

18

(531,981

)

(1,147,725

)

Net current assets

675,023

601,208

Total assets less current liabilities

2,895,179

2,821,364

Capital and reserves

Called up share capital

22

9,414

9,414

Retained earnings

23

2,885,765

2,811,950

Shareholders' funds

2,895,179

2,821,364

Company's profit for the financial year

1,747,373

2,923,359