ACCOUNTS - Final Accounts

Operating profit

The operating profit is stated after charging:

Registered number: 08656712

BLAGDEN (HOLDINGS) LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

BLAGDEN (HOLDINGS) LIMITED

COMPANY INFORMATION

Directors	R G Turton
	G W J Turton (Managing)


Registered number	08656712


Registered office	Osprey House
	Black Eagle Square
	Westerham
	Kent
	TN16 1PA


Trading Address	14 Spitfire Road
	Triumph Trading Park
	Speke Hall Road
	Liverpool
	L24 9BF



Independent auditors	Barnes Roffe Audit Limited
	Chartered Accountants & Statutory Auditor
	1st Floor
	73-81 Southwark Bridge Road
	London
	SE1 0NQ


Bankers	Barclays Bank UK PLC
	1 Churchill Place
	London
	E14 5HP


HR Lawyers	Loch Associates Group


Insurance Brokers	Arthur J Gallagher


Trade Associations	Chemical Business Association
	British Coatings Federation Ltd
	Composites UK


Accreditations	COMAH Lower Tier
	ISO 9001:2015
	CBA Responsible Care
	DGSA approved
	CareChem 24 scheme

BLAGDEN (HOLDINGS) LIMITED

CONTENTS

	Page
Group strategic report	1 - 2
Directors' report	3 - 4
Independent auditors' report	5 - 9
Consolidated statement of comprehensive income	10
Consolidated statement of financial position	11 - 12
Company statement of financial position	13
Consolidated statement of changes in equity	14
Company statement of changes in equity	15
Consolidated statement of cash flows	16 - 17
Notes to the financial statements	18 - 35

BLAGDEN (HOLDINGS) LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The directors present their strategic report accompanying the financial statements for the year ended 31 December 2024.

Fair review of Business

Blagden acts as a specialist distributor carrying out the functions of global sourcing, technical promotion, sales and marketing, warehousing and distribution of specialty chemicals. The key industry sectors include paint and coatings, adhesives and sealants; plastics and polymers; industrial applications; life sciences including personal care; food; nutrition and healthcare. The bespoke blending of custom-made solutions takes place at our Liverpool distribution site.

Principal risks and uncertainties

The Company buys the majority of its purchases in Euros and US Dollars and is therefore at risk to exchange rate fluctuations. Forward purchases are used to minimise this risk.
The Company continued to receive cost increases from its raw material suppliers and rising cost of living/inflation.
The UK economy was at best flat, higher interest rates, higher corporation tax and energy prices - the highest globally, all caused negative pressure.
The Company continued to take measures to improve supply lines and to hold stock to support our customers. Availability of the supply of some products from our suppliers was hit by continuing problems in the global supply chain.
As always there was risk of the loss of a key supply partner.

Financial key performance indicators

The company uses a number of KPIs to monitor the performance of its business, including turnover, margins and margin percentage, stock turn and maintaining positive cashflow.

Analysis of the development and performance of the business

The business experienced a decline in some of its end markets segments but despite the lower sales turnover, gross margin percentage was improved as well as inventory turnover.
Logistics cost increases mainly fuel for haulage continued to impact.
We continued to strive for improvements to our business processes and customer service. Our CRM system, installed two years ago, worked well for the benefit of our sales teams

Analysis of the position of the business

Despite volumes and sales revenues falling our business model and finances continued to be resilient.

Page 1

BLAGDEN (HOLDINGS) LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

This report was approved by the board on 27 August 2025 and signed on its behalf.

R G Turton

Director

G W J Turton

Director

Page 2

BLAGDEN (HOLDINGS) LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

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

Directors' responsibilities statement

The Directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 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 Company and the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the Directors are required to:

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgments 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 Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The principal activities of the Group are the sourcing and supply of a comprehensive range of specialty chemicals to key market sectors in the UK and Ireland and by representation of mainly overseas chemical manufacturers.
The strategic report on page 1 provides information regarding the review of business, principal risks and uncertainties and future developments.

Results and dividends

The profit for the year, after taxation, amounted to £1,075,391 (2023 - £1,550,714).

Dividends paid during the year amounted to £1,544,000 (2023: 2,044,000).

Directors

The directors who served during the year were:

R G Turton

G W J Turton (Managing)

Page 3

BLAGDEN (HOLDINGS) LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Going Concern

The Directors and senior management have successfully implemented their business continuity plans including the distribution centre being fully staffed and all administrative staff back to work at our offices. This was considered to be essential for the continued improvement of the business. Measures have been increased for the reporting requirements on the business to analyse the impact and implement appropriate measures. The Directors hold the view that the Company has the ability to meet its financial obligations within twelve months from the date of this report.

Future developments

Our business model and finances continue to be resilient, together with the growth of some end markets served and new products available for distribution.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the Director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the Director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

After the year end Barnes Roffe LLP resigned as auditors due to the transfer of its audit business and its
successor Barnes Roffe Audit Limited was appointed by the directors under s485 Companies Act 2006.

This report was approved by the board and signed on its behalf.

R G Turton Director	G W J Turton Director

Date: 27 August 2025	Date: 27 August 2025

Page 4

BLAGDEN (HOLDINGS) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLAGDEN (HOLDINGS) LIMITED

Opinion

We have audited the financial statements of Blagden (Holdings) Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 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 Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Page 5

BLAGDEN (HOLDINGS) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLAGDEN (HOLDINGS) LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group strategic report and the Directors' report have 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.

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

∙adequate accounting records have not been kept 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.

Page 6

BLAGDEN (HOLDINGS) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLAGDEN (HOLDINGS) LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and the 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 the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Page 7

BLAGDEN (HOLDINGS) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLAGDEN (HOLDINGS) LIMITED (CONTINUED)

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 an Auditors' 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 Group financial statements.

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with law 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 Group through discussion with directors and other management, and from our commercial knowledge and experience of the chemical supply industry;
• The specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, are as follows:
  o Companies Act 2006;
  o FRS102;
   o ISO 9001 Quality management system ;
  o Packaging Waste Regulations;
  o COMAH (Control of Major Accident Hazards) 2015;
  o Control of Substances Hazardous to Health (COSHH) Regulation
  o UK REACH regulation;
  o Data Protection Act 2018;
  o Health and Safety at Work Act;
  o Bribery Act 2010;
  o National Minimum Wage Act 1998;
  o Employment legislation; and
  o Tax legislation.
• We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management, reviewing board minutes and inspecting legal correspondence and invoices;
• Laws and regulations were communicated within the audit team at the planning meeting, and during the audit as any further laws and regulation were identified. The audit 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 enquires of management as to where they consider there was susceptibility to fraud and their knowledge of actual suspected and alleged fraud;
• Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations;
• Reviewing the financial statements and testing the disclosures against supporting documentation;
• Inspecting and testing journal entries to identify unusual or unexpected transactions;
• Assessing whether judgement and assumptions made in determining significant accounting estimates, including accruals, bad debt provision and depreciation were indicative of management bias; and

Page 8

BLAGDEN (HOLDINGS) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLAGDEN (HOLDINGS) LIMITED (CONTINUED)

• Investigating the rationale behind significant transactions, or transactions that are unusual or outside the company’s usual course of business.
The areas that we identified as being susceptible to misstatement through fraud were:
• Management bias in regard to accounting estimates and judgements made;
• Management override of controls; and
• Posting of unusual journals or transactions
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 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.

Duncan Stannett (Senior statutory auditor)

for and on behalf of

Barnes Roffe Audit Limited

Chartered Accountants

Statutory Auditor

1st Floor

73-81 Southwark Bridge Road

London

SE1 0NQ

27 August 2025

Page 9

BLAGDEN (HOLDINGS) LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	22,577,560	22,819,559
Cost of sales		(16,247,980)	(16,611,666)
Gross profit		6,329,580	6,207,893
Administrative expenses		(4,638,057)	(4,295,570)
Other operating income	5	51,493	61,683
Operating profit	6	1,743,016	1,974,006
Interest receivable and similar income	10	158,692	122,409
Interest payable and similar expenses	11	(4,661)	-
Profit before tax		1,897,047	2,096,415
Tax on profit	12	(821,656)	(545,701)
Profit for the financial year		1,075,391	1,550,714

Profit for the year attributable to:
Owners of the parent company	(1,075,391)	(1,550,714)
	(1,075,391)	(1,550,714)

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

The notes on pages 18 to 35 form part of these financial statements.

Page 10

BLAGDEN (HOLDINGS) LIMITED

REGISTERED NUMBER: 08656712

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	15		5,869		7,063
Tangible assets	16		2,038,699		421,855
			2,044,568		428,918
Current assets
Stocks	18	1,471,737		1,730,755
Debtors: amounts falling due within one year	19	4,464,397		4,215,462
Cash at bank and in hand	20	4,661,054		5,080,486
		10,597,188		11,026,703
Creditors: amounts falling due within one year	21	(4,003,075)		(4,324,935)
Net current assets			6,594,113		6,701,768
Total assets less current liabilities			8,638,681		7,130,686
Creditors: amounts falling due after more than one year	22		(28,946)		-
Provisions for liabilities
Deferred taxation		(389,532)		-
			(389,532)		-
Net assets			8,220,203		7,130,686

Capital and reserves
Called up share capital	25	2,201,001	2,201,001
Revaluation reserve		1,558,126	-
Other reserves		(2,918,001)	(2,918,001)
Profit and loss account		7,379,077	7,847,686
		8,220,203	7,130,686

Page 11

BLAGDEN (HOLDINGS) LIMITED

REGISTERED NUMBER: 08656712

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2024

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

R G Turton	G W J Turton
Director	Director

Date: 27 August 2025	Date:27 August 2025

The notes on pages 18 to 35 form part of these financial statements.

Page 12

BLAGDEN (HOLDINGS) LIMITED

REGISTERED NUMBER: 08656712

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Investments	17		4,422,000		4,422,000
Current assets
Debtors: amounts falling due within one year	19	1,181,001		1,181,001
Cash at bank and in hand	20	7,293		7,317
		1,188,294		1,188,318
Creditors: amounts falling due within one year	21	(3,392,299)		(3,392,284)
Net current liabilities			(2,204,005)		(2,203,966)
Total assets less current liabilities			2,217,995		2,218,034


Net assets			2,217,995		2,218,034

Capital and reserves
Called up share capital	25		2,201,001		2,201,001
Profit and loss account brought forward		17,033		17,313
Profit for the year		1,543,961		2,043,720
Other changes in the profit and loss account		(1,544,000)		(2,044,000)
Profit and loss account carried forward			16,994		17,033
			2,217,995		2,218,034

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

R G Turton	G W J Turton
Director	Director

Date: 27 August 2025	Date:27 August 2025

The notes on pages 18 to 35 form part of these financial statements.

Page 13

BLAGDEN (HOLDINGS) LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Revaluation reserve	Other reserves	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2024	2,201,001	-	(2,918,001)	7,847,686	7,130,686

Profit for the year	-	-	-	1,075,391	1,075,391
Surplus on revaluation of freehold property	-	1,558,126	-	-	1,558,126
Dividends	-	-	-	(1,544,000)	(1,544,000)
At 31 December 2024	2,201,001	1,558,126	(2,918,001)	7,379,077	8,220,203

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

	Called up share capital	Other reserves	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2023	2,201,001	(2,918,001)	8,340,972	7,623,972

Profit for the year	-	-	1,550,714	1,550,714
Dividends	-	-	(2,044,000)	(2,044,000)
At 31 December 2023	2,201,001	(2,918,001)	7,847,686	7,130,686

The notes on pages 18 to 35 form part of these financial statements.

Page 14

BLAGDEN (HOLDINGS) LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2024	2,201,001	17,033	2,218,034

Profit for the year	-	1,543,961	1,543,961
Dividends	-	(1,544,000)	(1,544,000)
At 31 December 2024	2,201,001	16,994	2,217,995

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2023	2,201,001	17,313	2,218,314

Profit for the year	-	2,043,720	2,043,720
Dividends	-	(2,044,000)	(2,044,000)
At 31 December 2023	2,201,001	17,033	2,218,034

The notes on pages 18 to 35 form part of these financial statements.

Page 15

BLAGDEN (HOLDINGS) LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

				2024	2023
				£	£

Cash flows from operating activities
Profit for the financial year	1,075,391	1,550,714
Adjustments for:
Amortisation of intangible assets	1,194	1,194
Depreciation of tangible assets	89,606	87,660
Loss on disposal of tangible assets	730	(9,500)
Interest paid	4,661	-
Interest received	(158,692)	(122,409)
Taxation charge	821,656	545,701
Decrease in stocks	259,018	739,504
(Increase)/decrease in debtors	(248,935)	546,420
(Decrease)/increase in creditors	(225,872)	71,242
Corporation tax (paid)	(536,189)	(529,466)
Foreign exchange	-	(10,831)
Net cash generated from operating activities	1,082,568	2,870,229

Cash flows from investing activities
Purchase of tangible fixed assets	(110,490)	(69,606)
Sale of tangible fixed assets	3,500	9,500
Interest received	158,692	122,409
HP interest paid	(2,034)	-
Net cash from investing activities	49,668	62,303
Cash flows from financing activities
Repayment of finance leases	(5,026)	-
Dividends paid	(1,544,000)	(2,044,000)
Interest paid	(2,627)	-
Effect of exchange rate fluctuations on cash held	-	10,831
Net cash used in financing activities	(1,551,653)	(2,033,169)
Net (decrease)/increase in cash and cash equivalents	(419,417)	899,363
Cash and cash equivalents at beginning of year	5,080,471	4,181,108
Cash and cash equivalents at the end of year	4,661,054	5,080,471

Page 16

BLAGDEN (HOLDINGS) LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

		2024	2023
		£	£

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	4,661,054	5,080,486
Bank overdrafts	-	(15)
	4,661,054	5,080,471

The notes on pages 18 to 35 form part of these financial statements.

Page 17

BLAGDEN (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Blagden (Holdings) Limited is a private company limited by shares and incorporated in England and Wales. The address of the registered office is Osprey House, Black Eagle Square, Westerham, Kent, TN16 1PA. The principal activity of the Group during the year has been that of a specialist distributor of specialty chemcials.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Page 18

BLAGDEN (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.6

Interest income

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

2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

Page 19

BLAGDEN (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.10

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

				Goodwill	-		5 years straight line basis
				Investment property	-		10 years straight line basis

2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 20

BLAGDEN (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.11

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line and reducing balance methods.

Depreciation is provided on the following basis:

Long-term leasehold property	-	2% straight line basis
Plant and machinery	-	15% reducing balance basis
Motor vehicles	-	Straight line over 3-5 years
Fixtures, fittings and equipment	-	12.5% - 33.3% reducing balance basis

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.12

Revaluation of tangible fixed assets

Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the reporting date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.

2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 21

BLAGDEN (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.17

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.18

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.19

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares

2.20

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 22

BLAGDEN (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

In preparing these financial statements the Directors have made judgements in the following areas.
Bad debt provision
The Directors make judgements as to the Group's ability to collect outstanding debtors and provide allowances for a portion of debtors when collection becomes doubtful. Provisions are made based on a specific review of significant outstanding invoices.
Stock provision
Judgement is also made in valuing the net realisable value of stock. A stock provision is made based on a review of the age of the stock and based on products which have passed or are approaching their expiry dates.

Turnover

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	22,110,465	22,072,146
Rest of Europe	367,735	678,293
Rest of the world	99,360	69,120
	22,577,560	22,819,559

5.	Other operating income
		2024	2023
		£	£

Supplier settlements and bonuses	51,493	61,683
	51,493	61,683

Page 23

BLAGDEN (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Depreciation of tangible fixed assets	89,606	79,023
Amortisation of intangible assets	1,194	1,194
Auditor's remuneration	27,040	26,000
Differance on foreign exchange	(19,532)	(43,801)
Operating lease expenditure	130,000	130,978

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements

27,040

26,000

Page 24

BLAGDEN (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

8.	Employees
	Staff costs, including directors' remuneration, were as follows:

		Group	Group
		2024	2023
		£	£


Wages and salaries	2,552,960	2,435,313
Social security costs	295,407	269,495
Cost of defined contribution scheme	214,483	192,796
	3,062,850	2,897,604

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

	Group	Group	Company	Company
	2024	2023	2024	2023
	No.	No.	No.	No.

Warehouse and distribution	5	5	-	-
Selling	24	23	-	-
Administration	25	25	2	2

	54	53	2	2

9.	Directors' remuneration

	During the year retirement benefits were accruing to 1 director (2023 - 1) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £305,727 (2023 - £306,508).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2023 - £NIL).

10.	Interest receivable
		2024	2023
		£	£

	Other interest receivable	158,692	122,409
		158,692	122,409

Page 25

BLAGDEN (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.	Interest payable and similar expenses
		2024	2023
		£	£

Other loan interest payable	1,648	-
Finance leases and hire purchase contracts	2,034	-
Other interest payable	979	-
	4,661	-

Corporation tax
Current tax on profits for the year	432,124	545,701

	Deferred tax
	Revaluation of property	389,532	-


	Tax on profit	821,656	545,701

Page 26

BLAGDEN (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.Taxation (continued)

Profit on ordinary activities before tax

1,897,047

2,096,415

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)	474,262	524,103
Effects of:
Non-tax deductible amortisation of goodwill and impairment	299	299
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	(30,891)	63,760
Capital allowances for year in excess of depreciation	(10,669)	4,577
Group relief	-	(69)
Adjustment in research and development tax credit leading to a decrease in the tax charge	-	(11,728)
Deferred tax	389,532	-
Marginal relief	(877)	(660)
Adjustment for changes in tax rate	-	(34,581)
Total tax charge for the year	821,656	545,701

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

13.	Dividends
		2024	2023
		£	£

	Equity dividends	1,544,000	2,044,000
		1,544,000	2,044,000

Page 27

BLAGDEN (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The profit after tax of the parent Company for the year was £1,543,961 (2023 - £2,043,720).

15.	Intangible assets
	Group and Company

	Investment property	Goodwill	Total
	£	£	£
Cost
At 1 January 2024	11,938	699,598	711,536
At 31 December 2024	11,938	699,598	711,536
Amortisation
At 1 January 2024	4,875	699,598	704,473
Charge for the year	1,194	-	1,194
At 31 December 2024	6,069	699,598	705,667
Net book value
At 31 December 2024	5,869	-	5,869
At 31 December 2023	7,063	-	7,063

Page 28

BLAGDEN (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.	Tangible fixed assets
	Group

	Long-term leasehold property	Plant and machinery	Motor vehicles	Fixtures and fittings	Office equipment
	£	£	£	£	£
Cost or valuation
At 1 January 2024	431,874	496,700	285,350	458,192	400,321
Additions	-	62,770	-	36,575	53,209
Disposals	-	(14,074)	-	-	-
Revaluations	1,558,126	-	-	-	-
At 31 December 2024	1,990,000	545,396	285,350	494,767	453,530
Depreciation
At 1 January 2024	203,739	400,852	248,453	431,768	365,770
Charge for the year on owned assets	8,637	13,982	18,172	20,313	22,199
Charge for the year on financed assets	-	6,303	-	-	-
Disposals	-	(9,844)	-	-	-
At 31 December 2024	212,376	411,293	266,625	452,081	387,969
Net book value
At 31 December 2024	1,777,624	134,103	18,725	42,686	65,561
At 31 December 2023	228,135	95,848	36,897	26,424	34,551

Page 29

BLAGDEN (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.Tangible fixed assets (continued)

		Total
		£
	Cost or valuation
	At 1 January 2024	2,072,437
	Additions	152,554
	Disposals	(14,074)
	Revaluations	1,558,126
	At 31 December 2024	3,769,043
	Depreciation
	At 1 January 2024	1,650,582
	Charge for the year on owned assets	83,303
	Charge for the year on financed assets	6,303
	Disposals	(9,844)
	At 31 December 2024	1,730,344
	Net book value
	At 31 December 2024	2,038,699
	At 31 December 2023	421,855

Page 30

BLAGDEN (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	4,422,000
	At 31 December 2024	4,422,000

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Principal activity	Class of shares	Holding

Blagden Specialty Chemicals Limited	England and Wales	Global sourcing, sales and marketing, distribution, logistics and blending of speciality chemicals	Ordinary	100%
Topaz Management Limited	England and Wales	Property holding	Ordinary	100%
Marlow Chemical Company Limited	England and Wales	Dormant	Ordinary	100%

The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/(Loss)
	£	£

Blagden Specialty Chemicals Limited	9,006,995	1,454,020
Topaz Management Limited	1,417,211	10,944
Marlow Chemical Company Limited	62,196	-

Page 31

BLAGDEN (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

18.	Stocks
		Group	Group
		2024	2023
		£	£

Finished goods and goods for resale	1,471,737	1,730,755
	1,471,737	1,730,755

19.

Debtors

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Trade debtors	3,319,413	3,400,893	-	-
Amounts owed by group undertakings	-	-	1,180,000	1,180,000
Other debtors	995,466	639,936	1,001	1,001
Prepayments and accrued income	149,518	174,633	-	-
	4,464,397	4,215,462	1,181,001	1,181,001

20.	Cash and cash equivalents
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Cash at bank and in hand	4,661,054	5,080,486	7,293	7,317
Less: bank overdrafts	-	(15)	-	-
	4,661,054	5,080,471	7,293	7,317

Page 32

BLAGDEN (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

21.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Bank overdrafts	-	15	-	-
Trade creditors	2,366,180	2,451,418	-	-
Amounts owed to group undertakings	-	-	3,392,299	3,392,284
Corporation tax	155,482	259,547	-	-
Other taxation and social security	633,569	625,302	-	-
Obligations under finance lease and hire purchase contracts	8,092	-	-	-
Other creditors	20,386	19,693	-	-
Accruals and deferred income	819,366	968,960	-	-
	4,003,075	4,324,935	3,392,299	3,392,284

22.	Creditors: Amounts falling due after more than one year
		Group	Group
		2024	2023
		£	£

Net obligations under finance leases and hire purchase contracts	28,946	-
	28,946	-

23.	Hire purchase and finance leases
	Minimum lease payments under hire purchase fall due as follows:
		Group	Group
		2024	2023
		£	£

Within one year	8,092	-
Between 1-5 years	28,946	-
	37,038	-

The company entered into a hire purchase agreement in May 2024. The amount is repayable monthly over a period of 57 months at a fixed interest rate of 19.58%.

Page 33

BLAGDEN (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

24.	Deferred taxation
	Group

		2024
		£

	Charged to profit or loss	(389,532)
	At end of year	(389,532)

Company

		2024

	At end of year	-

		Group
		2024
		£

	Property revaluation	(389,532)
		(389,532)

Page 34

BLAGDEN (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

25.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

2,200,001 (2023 - 2,200,001) Ordinary £1 shares shares of £1.00 each	2,200,001	2,200,001
1,000 (2023 - 1,000) B £1 shares shares of £1.00 each	1,000	1,000

	2,201,001	2,201,001

26.	Pension commitments

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £214,483 (2023 - 192,796). Contributions totalling £23,246 (2023 - £20,294) were payable to the fund at the balance sheet date and are included in other creditors.

27.	Commitments under operating leases
	At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2024	2023
		£	£

Not later than 1 year	130,000	130,000
Later than 1 year and not later than 5 years	498,333	520,000
Later than 5 years	-	108,333
	628,333	758,333

28.	Related party transactions
	The Company has taken advantage of the exemptions provided by FRS 102 paragraph 33.1A and not disclosed the transactions with Group undertakings where 100% of the voting rights are controlled within the Group.

29.	Controlling party

The ultimate controlling party is R G Turton.

Page 35