The directors present the strategic report for the year ended 30 September 2024.

The company was incorporated on 26 March 2013, for the purpose of acquiring the trade and assets of Clariant Distribution UK Limited and Clariant Production UK Limited.

On August 9, 2022, Huntsman International LLC, a Delaware limited liability company (“Huntsman”), Archroma Operations S.à.r.l., a Luxembourg société à responsabilité limitée (the “Archroma Operations”) and Archroma Germany GmbH, a German company with limited liability (“Archroma Germany”) and solely for purposes set forth in the Purchase Agreement, SKES Investment 2 S.à r.l. (the “Archroma Financing Party”) and together with Archroma Operations and the Archroma Germany, “ Archroma”), entered into an Equity and Asset Purchase Agreement (the “Purchase Agreement”), pursuant to which, subject to the satisfaction or waiver of certain conditions, Archroma acquired (1) all of the equity of certain Huntsman subsidiaries and (2) certain assets and liabilities of certain other Huntsman subsidiaries, in each case which comprise of Huntsman’s “Textile Effects” business segment (collectively, the “Business” and such transaction, the “Acquisition”). Archroma UK Ltd was affected by an asset deal subsequent to the closing of this agreement. As a result of the asset deal Archroma UK Ltd inherited personnel liabilities amounting to £37,519. The purchase price was $2,161,257.

Business model

The Archroma Group (the Group) has integrated its European sales activities within one company, Archroma Distribution and Management Germany GmbH (AD&M). Up to 31 December 2021 the UK Branch of AD&M took on the responsibility of sales and related activities of the company under this operating model. In an effort to reduce the complexity of the legal entity structure the UK branch was integrated into Archroma UK Ltd as part of an asset deal (see above). As a result, the Company business includes now all sales and marketing activities as well as the purchasing and warehousing of Archroma traded products.

The Group is organised into three business units, textiles, paper and emulsions, with the Company focusing mainly on the paper, textile, wood treatment industry but more of a push into new markets such as optical brightening agents (OBA) detergents, cosmetics and leather.

The sales process is supported by a high level of technical support, provided on both a local and global level. Customers are therefore willing to accept higher prices due to the service level that the company provides.

Business review and results

The results of the Company show a loss after taxation of £807,241 (2023: profit after taxation of £577,127). The increase in profit is due to the acquisition costs incurred in FY’2023, mainly personnel severance costs and IT transition costs. The net assets of the Company at the period end were £472,571 (2023: £1,279,712).

Key performance indicators

The Company is measured on three key performance indicators:

• Sales;

• Gross margin;

• Net Working Capital

These three parameters tell us how we are performing as a company and across the group.

In 2024, the market stabilised but some inflation trends and market challenges remained. Our Textile business was more stable than we had expected but still declined slightly. However, we saw pleasing growth in some premium products. Packaging technologies also stabilised at a slightly lower level but with improved profitability The overall result was a downturn in sales this year of 10.6% to £16,149k, when compared with the prior period. Gross margin increased by 8.4% points versus the prior period and contributed to an underlying profit growth. However, the recognition of an exceptional impairment charge of £1,833k in the year resulted in the Company reporting a loss. Net working capital has increased to 20.1%, a 2.3% increase versus the prior period.

Principal risks and uncertainties

As the Company provides sales and marketing services to Group companies, it must adapt to operating changes in those companies to ensure it provides the appropriate level of service. We don’t see any specific threats to the short-term business or 2025 expectations and adapt our approach through close cooperation with our customers and reviewing any market trends.

The markets that we operate in can be very competitive for suppliers and customers. The continual improvement process that we operate as a supplier across the Group enables us to provide our customers with the tools to help keep them and us in profitable business. We monitor our costs and the market’s needs and adapt our strategy accordingly.

Mandatory principles in Safety, Health and the Environment (“SHE”) are laid down in the groups SHE guidelines which form an integral part of business process and strategic planning.

Future developments

For the foreseeable future the Company will continue to provide sales and marketing services to group companies, recharged at a margin. Effective cost controls have been implemented in 2024 and are continuing in 2025. We expect the Company to trade with a gross profit in 2025 and beyond.

Our Packaging Technology business is focused on key development areas and with some ambitious new targets for 2025 and beyond. The paper market in the UK in the Tissues sector has remained resilient and with growth and investment at some customers, Graphic paper is at a low level and no growth is expected as printed materials are replaced by digital.

The textile Automotive market is quite stable, and the Protective and Military sectors are increasing. The Apparel sector is mixed with high value items like wool improving and the apparel cotton fabrics decreasing. The demand is expected to remain on a similar level to fiscal year 2024 and with some growth in Archroma’s key (specialty) chemicals.

Archroma continues to be active in bio-based chemicals and helping the market in moving from plastics to other materials such as paper and wood. We continue to invest and promote non-oil based fine chemicals and colours despite a very price driven environment.

The Company will continue investing time into developing new markets for our products and new key accounts.

On behalf of the board

The directors present their annual report and financial statements for the year ended 30 September 2024.

The principal activity of the company continued to be that of distribution of chemical dyes.

The results for the year are set out on page 8.

No Ordinary dividends were paid in the current year (2023: £nil).

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

The company has made qualifying third party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the reporting date.

The auditor, Azets Audit Services Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Each director in office at the date of approval of this annual report confirms that:

• so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

• the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

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 International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. 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, International Accounting Standard 1 requires that directors:

• properly select and apply accounting policies;

• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

• provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

• make an assessment of the company's ability to continue as a going concern.

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.

We have audited the financial statements of Archroma UK, Ltd (the 'company') for the year ended 30 September 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flows 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 UK adopted international accounting standards.

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 30 September 2024 and of its loss for the year then ended;

• have been properly prepared in accordance with UK adopted international accounting standards; 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' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. 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.

As explained more fully in the directors' responsibilities statement, 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.

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.

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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias; and

• Performing audit work over the timing and recognition of revenue and in particular whether it has been recorded in the correct accounting period.

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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

There is no other comprehensive income to note.

Archroma UK, Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 5 Churchill Place, 10th Floor, London, E14 5HU. The company's principal activities and nature of its operations are disclosed in the directors' report.

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

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 £000.

The financial statements have been prepared on the historical cost basis, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.

Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.

The Company benefits from the support of the Group parent. The majority of liabilities are owed to other Group companies, as such, thetrue directors have, at the time of approving the financial statements, a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Sale of goods

The company recognises revenue from the sale of goods on behalf of its parent company, acting as a sales branch in the UK. To determine whether to recognise this revenue, a five step process is followed:

1) Identifying the contract with the customer

2) Identifying the performance obligations

3) Determining the transaction price

4) Allocating the transaction price to the performance obligations

5) Recognising revenue when performance obligations are satisfied

Revenue is recognised on the gross basis as the UK purchases and resells the goods, and suffers the credit risk associated with the sale to the final customer. Revenue is recognised in line with the specific customer contract agreement either when the customer receives the goods or when the goods have been shipped.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less impairment losses.

The gain on a bargain purchase is recognised in profit or loss in the period of the acquisition.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not subsequently reversed.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Technical Certificates            12 years straight line

Customer list                 5 years straight line

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

At each reporting end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Inventories are stated at the lower of cost and net realisable value. Cost is based on the weighted average principle and included expenditure incurred in acquiring the stock, production or conversion costs and other costs in bringing them to their existing location and condition. In the case of manufactured stocks and work in progress, cost includes an appropriate share of overheads based on normal operating capacity.

Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts.

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

The company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the company's estimate of the amount expected to be payable under a residual value guarantee; or the company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

Under IFRS 16, Leases are accounted for on the right of use model. The Income Statement presentation and expense recognition. At inception, the Company assesses whether a contract contains a lease. This assessment involves the exercise of judgement about whether the Company obtains substantially all the economic benefits from the use of that asset, and whether the Company has the right to direct the use of the asset.

IFRS 16 permits lessees to elect not to apply the recognition requirements to short term leases and leases for which the underlying asset is of low value. The Company has elected not to recognise short term leases of less than one year at inception and low value leases which will continue to be reflected in the Income Statement. This will be the ongoing policy adopted by the Company. There are no right of use assets or lease liabilities recognised for these leases, and the expense is recognised in the Income Statement on a straight line basis.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses an incremental borrowing rate which is the rate of interest that the lessee would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right‐of‐use asset in a similar economic environment.

The right‐of‐use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. Right‐of‐use assets are depreciated over the shorter period of lease term and useful life of the underlying asset and are now presented within property, plant and equipment.

The Company applies IAS 36 to determine whether a right‐of‐use asset is impaired and accounts for any identified impairment loss in line with the Company’s existing impairment accounting policy.

Under IFRS 16, the straight‐line operating lease expense, has been replaced with a depreciation charge for the right‐of‐use assets and interest expense on lease liabilities.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Non-monetary assets and liabilities are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value was determined. Gains and losses arising on translation are included in the income statement for the period.

The preparation of the financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.

The key areas involving estimates and judgements are as follows;

Recoverability of trade receivables

Trade and other receivables are recognised at fair value, minus expected future losses. A provision for impairment of trade receivables is recognised based on lifetime expected losses using historic evidence and industry knowledge, but principally comprise balances where objective evidence exists that the amount will not be collectible. Such amounts are written down to their estimated recoverable amounts.

Valuation of the customer list intangible

The fair value of the customer list has been determined based on value-in-use calculations. These are based on 3 year management forecasts and cash flows. The key assumption used in these cash flows is revenue growth based on management's experience of the industry, product mix, latest market expectations and historic performance.

The forecast cash flows are discounted at a pre-tax discount rate of 12.9% calculated based on available market data and the discount rates of other comparable companies.

An impairment loss of £1.8m has been recognised during the year in respect of goodwill, reducing its carrying amount to £nil for the year ended 30 September 2024.

Other operating income relates to intercompany management fees charged for services rendered to other Companies within the Group.

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

Their aggregate remuneration comprised:

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

More information on impairment movements in the year is given in note 4.

Certain assets are under a pledge as part of a credit agreement with the ultimate owner.

Included in the inventory value above is a provision of £26,564 (2023: £30,593) in relation to slow moving items.

Trade receivables disclosed above are classified as loans and receivables and are therefore measured at amortised cost.

Included within current liabilities are amounts owed to fellow group undertakings. These are considered trading balances, which are repayable on demand and do not attract interest.

The amounts owed to parent undertakings represent loans and borrowings relating to a EUR 2.1m loan from Archroma Operations S.a.r.l, the ultimate parent company. And a loan taken out in the prior year from Archroma Management GmbH of USD 1.6m.

Terms and debt repayment schedule:

The Archroma Operations S.a.r.l loan was due to mature on 30 June 2020 as per the initial agreement, however this was initially extended to 2024 and now to 2027. Interest is payable quarterly and annually fixed on the 3 months LIBOR rate plus a margin of 6% which is considered to be at arm’s length/market rate. As per the terms of the loan agreement the lender may request payment in full or part on demand.

The Archroma Management GmbH loan is due to mature on 28 February 2052. Interest is payable quarterly and annually fixed on the 3 months CME-SOFR rate plus a margin of 6% which is considered to be at arm’s length/market rate. As per the terms of the loan agreement the lender may request payment in full or part on demand.

Financial instruments

No assets or liabilities are held at fair value, other than the long term loan detailed above, and therefore analysis of a fair value hierarchy is not considered necessary.

Credit risk

Credit risk is the risk of financial loss to the company if a customer or counter party to a financial instrument fails to meet its contractual obligations, and arises principally from the company’s receivables. As the majority of the receivables are intercompany the risk is considered low and therefore details about concentration of credit risk and quality of assets has not been provided. There is no impairment provision held against trade receivables.

Liquidity risk

Liquidity risk is the risk that the company will be unable to meet its financial obligations as they fall due. Due to the intergroup funding provided to the company this is not considered a significant risk. The EUR loan is payable on 30 June 2027.

Market risk – foreign currency risk

The company’s exposure to foreign currency risk is from the EUR loan and transactions with other group companies in Euros. Otherwise, revenues are denominated in GBP and the company largely operates in GBP, and therefore carries little foreign currency risk.

Capital management

The company manages its long term debt and equity through liaison with its ultimate parent company. There are no external capital requirements placed on the company.

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:

The fair value of the company's lease obligations is approximately equal to their carrying amount.

The company has 100 ordinary shares of £1 each in issue, rounded to £nil. The ordinary shares are non redeemable and hold full voting rights.

The capital contribution reserve of £773,000 arose in 2013 following a capital contribution from an immediate parent.

The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

During the year the company entered into the following transactions with related parties:

The amounts due to the Parent company relate to an intercompany loan which is due to mature on 28 February 2052. Interest charged is fixed quarterly based on the 3 months EURIBOR rate.

Included in the amounts due to other related parties is an intercompany loan amounting to £2,187,194 which is due to mature on 30 June 2027. Interest charged is fixed quarterly based on the 3 months CME-SOFR Term rate.

The following amounts were outstanding at the reporting end date:

The company provides resale and marketing services to a number of group companies. It also incurs charges in respect of services provided by the wider group. Financing is also provided by the group as detailed in note 18.

The Company is a subsidiary undertaking of SK Spice Holdings Sàrl which is the ultimate parent company incorporated in Luxembourg with registered office 12 C Rue Guillaume Kroll, Luxembourg, 1882. The ultimate controlling party is SK Capital Partners LP.

SK Spice Holdings Sàrl is the smallest and largest group into which the company is consolidated. No other group financial statements include the results of the Company. The consolidated financial statements of the group are not available to the public.