Company Registration No. SC123258 (Scotland)
SPENCER COATINGS GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
SPENCER COATINGS GROUP LIMITED
COMPANY INFORMATION
Directors
F Dolan
L Youens
Company number
SC123258
Registered office
6A York Street
Aberdeen
AB11 5DD
Auditor
Johnston Carmichael LLP
Bishop's Court
29 Albyn Place
Aberdeen
AB10 1YL
SPENCER COATINGS GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Profit and loss account
8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 22
SPENCER COATINGS GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present their Strategic Report and the company only financial statements of Spencer Coatings Group Limited ("the company") for the year ended 31 December 2024.
The financial statements present information about the company as an individual undertaking and not about the group that it heads. The company has not prepared group financial statements as it is exempt from the requirement to do so by section 401 of the Companies Act 2006, as it is a subsidiary of another company which prepares financial statements which are publicly available (note 16). These financial statements therefore present information about the company as an individual undertaking and not as a group.
Fair review of the business
The company has announced the closure of its subsidiary Axalta Coating Systems Tewkesbury UK Limited, as part of a strategic reorganisation aimed at streamlining operations and enhancing efficiency. The assets and operations of Axalta Coating Systems Tewkesbury UK Limited have been integrated into fellow subisidiary, Axalta Coating Systems Huthwaite UK Limited, which is expected to benefit from the consolidation. This move is designed to optimise resources and strengthen Axalta Coating Systems Huthwaite UK Limited's market position. This decision reflects the company's commitment to adapting to changing market conditions while ensuring long term sustainability.
The remaining subsidiary (Axalta Coating Systems Huthwaite UK Limited) remains engaged in the manufacture of general industrial, heavy duty, architectural and specialised anti corrosion coatings, which are sold throughout the UK, Ireland and internationally. The subsidiary's business model is to consolidate its position within the UK, Ireland and overseas, with a focus of expanding its customer base and ultimately returning value to its shareholder.
As the company is a holding company, it is not expected to generate revenues, aside from dividend income it receives from its subsidiary investments. The dividend income for the current year was £3.7m (2023: £5.5m), with fixed asset impairment of £6.7m (2023: £4.8m), leaving a loss before tax of £3.1m (2023: £0.6m). The company's net asset position for the year end was £10.4m (2023: £13.5m).
Principal risks and uncertainties
The directors are of the opinion that the company has adopted a thorough risk management process that involves the formal review of all the risks identified below. The board monitors and reviews risks on a regular basis, in order to mitigate each risk area.
Liquidity risk
In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the company monitors the timing of cash flows and aligns this with its strategic planning. Forecasts are produced to assist management in identifying liquidity requirements and maintaining adequate resources. The company's primary source of finance is the operating cash flows it generates, which arises from dividend income from its subsidiary investments.
Recoverability of subsidiary investments
The company's revenue stream is dependent on future dividends declared from its subsidiary investments, which are subject to economic and market risks affecting their financial performance and return to the company. In order to mitigate this risk, the directors seek to ensure that the subsidiary investments trade profitably, with a focus on returning value to the shareholder. They do this through oversight and providing support to subsidiary management as required.
SPENCER COATINGS GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Principal risks and uncertainties (continued)
Management of the company's defined benefit pension scheme asset
The company has a defined benefit scheme, with an existing asset, which is recorded on the company's balance sheet. The asset depends on a number of actuarial assumptions from the directors and due to the long-term nature of the scheme, the assumptions create an estimate which can be subject to a level of uncertainty. In order to mitigate this risk, the directors work closely with the pension scheme actuaries to understand existing current and future market data when agreeing assumptions. The scheme is also closed to new members which limits the company's financial exposure. Further detail is provided within note 12 to these financial statements.
Key performance indicators
The key financial performance indicators of the company are considered to be dividend income, result before tax and net assets, which are monitored on a monthly basis.
L Youens
Director
26 September 2025
SPENCER COATINGS GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
The directors present their report and financial statements for the year ended 31 December 2024.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
J I Blenkinsopp
(Resigned 28 March 2025)
R Joyce
(Resigned 3 September 2024)
F Dolan
L Youens
(Appointed 28 March 2025)
Results and dividends
The results for the year are set out on page 8.
No interim dividends were paid (2023: £nil). The directors do not recommend payment of a final dividend (2023: £nil).
Going concern
The financial statements have been prepared on a going concern basis which the directors consider to be appropriate. As a holding company, the company has a limited requirement for cash as it does not trade, has limited expenditure requirements and receives dividend income from its trading subsidiary. In forming their going concern assessment, the directors have assessed a period of at least 12 months from the date of approval of these financial statements and expect no significant change in the company's prospects.
The company's purpose is linked to the continuation of its subsidiary investments and in accordance with normal governance requirements, for its trading subsidiary, an appropriate going concern assessment has been undertaken at this subsidiary level, with the subsidiary financial statements being prepared on a going concern basis.
Future developments
The company will continue as a holding company for the foreseeable future.
Financial risk management objectives and policies
The company's activities expose it to a limited number of financial risks, primarily liquidity risk. The specific risk, its limited impact on the company and how the directors mitigate this risk are dealt with as part of the Strategic Report and form part of this report through cross-reference. Derivatives are not used to manage financial risk or for speculative purposes.
Auditor
The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of disclosure to auditor
So far as the directors are aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
L Youens
Director
26 September 2025
SPENCER COATINGS GROUP LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
SPENCER COATINGS GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SPENCER COATINGS GROUP LIMITED
- 5 -
Opinion
We have audited the financial statements of Spencer Coatings Group Limited (the 'company') for the year ended 31 December 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss 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.
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 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.
The other information comprises the information included in the annual report and financial statements other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report and financial statements. 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.
SPENCER COATINGS GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SPENCER COATINGS GROUP LIMITED
- 6 -
Matters on which we are required to report by exception
In the light of our 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 and 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.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
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.
We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.
All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
We obtained an understanding of the legal and regulatory frameworks that are applicable to company and the sector in which it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:
SPENCER COATINGS GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SPENCER COATINGS GROUP LIMITED
- 7 -
Extent to which the audit was considered capable of detecting irregularities, including fraud (continued)
We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns, external inspections and relevant correspondence with regulatory bodies.
We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:
In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:
Having enquiries of management and those charged with governance with reference to: breaches of laws and regulation, indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;
Reviewing the level of and reasoning behind the company’s procurement of legal and professional services;
Performing audit work procedures over the risk of management 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 judgements made by management in their calculation of accounting estimates for potential management bias
Completion of appropriate checklists and use of our experience to assess the company’s compliance with the Companies Act 2006; and
Agreement of the financial statement disclosures to supporting documentation.
Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.
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.
Stephen McIlwaine (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
29 September 2025
Chartered Accountants
Statutory Auditor
Bishop's Court
29 Albyn Place
Aberdeen
AB10 1YL
SPENCER COATINGS GROUP LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2024
2023
£
£
Administrative expenses
(173,446)
(125,856)
Impairment of investment in subsidiaries
7
(6,238,804)
(4,749,503)
Operating loss
(6,412,250)
(4,875,359)
Interest receivable and similar income
4
3,791,866
5,597,783
Interest payable and similar expenses
5
(78,000)
(82,000)
(Loss)/profit before taxation
(2,698,384)
640,424
Tax on (loss)/profit
6
Loss/profit for the finanical year
(2,698,384)
640,424
The profit and loss account has been prepared on the basis that all operations are continuing operations.
The profit for the years is solely attributable to the shareholder of the company's immediate parent.
SPENCER COATINGS GROUP LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
£
£
(Loss)/profit for the year
(2,698,384)
640,424
Other comprehensive income
Actuarial gain on defined benefit pension schemes
231,000
421,000
Tax relating to other comprehensive income
(107,750)
(157,250)
Other comprehensive income for the year
123,250
263,750
Total comprehensive (expense)/income for the year
(2,575,134)
904,174
SPENCER COATINGS GROUP LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
7
10,004,257
12,888,955
Current assets
Debtors
9
7,774
3,468
Cash at bank and in hand
122,271
312,354
130,045
315,822
Creditors: amounts falling due within one year
10
(52,127)
(224,218)
Net current assets
77,918
91,604
Total assets less current liabilities
10,082,175
12,980,559
Provisions for liabilities
(265,000)
(157,250)
Net assets excluding pension surplus
9,817,175
12,823,309
Defined benefit pension asset
12
1,060,000
629,000
Net assets
10,877,175
13,452,309
Capital and reserves
Called up share capital
13
31,581
31,581
Share premium account
14
7,605,836
7,605,836
Capital redemption reserve
14
600,052
600,052
Profit and loss reserves
14
2,639,706
5,214,840
Total equity
10,877,175
13,452,309
The financial statements were approved by the board of directors and authorised for issue on 26 September 2025 and are signed on its behalf by:
L Youens
Director
Company Registration No. SC123258
SPENCER COATINGS GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 January 2023
31,581
7,605,836
600,052
4,310,666
12,548,135
Year ended 31 December 2023:
Profit for the year
-
-
-
640,424
640,424
Other comprehensive income:
Actuarial gains on defined benefit plans
-
-
-
421,000
421,000
Tax relating to other comprehensive income
-
-
-
(157,250)
(157,250)
Total comprehensive income for the year
904,174
904,174
Balance at 31 December 2023
31,581
7,605,836
600,052
5,214,840
13,452,309
Year ended 31 December 2024:
Loss for the year
-
-
-
(2,698,384)
(2,698,384)
Other comprehensive expense:
Actuarial losses on defined benefit plans
-
-
-
231,000
231,000
Tax relating to other comprehensive income
-
-
-
(107,750)
(107,750)
Total comprehensive expense for the year
(2,575,134)
(2,575,134)
Balance at 31 December 2024
31,581
7,605,836
600,052
2,639,706
10,877,175
SPENCER COATINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
1
Accounting policies
Company information
Spencer Coatings Group Limited ("the company") is a private company limited by shares incorporated in Scotland. The registered office is 6A York Street, Aberdeen, AB11 5DD. The company's trading address is that of the registered office. The principal activities of the company and the nature of the operations are set out in the Strategic Report on page 1.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
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 pound sterling.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
The requirements of Section 7 'Statement of Cash Flows' and paragraph 3.17(d) of Section 3 'Financial Statement Presentation';
The requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b), 11.48(c) of Section 11 'Basic Financial Instruments; and
The requirements of paragraph 33.7 of Section 33 'Related Party Disclosures'.
The financial statements of the company are consolidated in the financial statements of Axalta Coating Systems Ltd. These consolidated financial statements are available from the group's website (www.axalta.com).
The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
The financial statements have been prepared on a going concern basis which the directors consider to be appropriate. As a holding company, the company has a limited requirement for cash as it does not trade, has limited expenditure requirements and receives dividend income from its trading subsidiary. In forming their going concern assessment, the directors have assessed a period of at least 12 months from the date of approval of these financial statements and expect no significant change in the company's prospects. true
The company's purpose is linked to the continuation of its subsidiary investments and in accordance with normal governance requirements, for its trading subsidiary, an appropriate going concern assessment has been undertaken at this subsidiary level, with the subsidiary financial statements being prepared on a going concern basis.
1.3
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
SPENCER COATINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.4
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible 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.
1.5
Cash at bank and in hand
Cash at bank and in hand are basic financial assets and include cash in hand and deposits held at call with banks.
1.6
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include certain debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. The effective interest rate is the rate that exactly discounts estimated future cash receipts/payments through the expected life of the investment to the net carrying amount on initial recognition. Financial assets classified as receivable within one year are not amortised.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
SPENCER COATINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including certain creditors and amounts owed to fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.8
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing 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 profit and loss account, 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.
SPENCER COATINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.9
Retirement benefits
The company operates a defined benefit pension scheme which is closed to new members.
For defined benefit schemes the amounts charged to operating profit are the costs arising from employee services rendered during the period and the cost of the plan introduction, benefit changes, settlements and curtailments. They are included as part of staff costs. The net interest cost on the net defined pension liability is charged to the profit or loss and included within finance costs. Remeasurement comprising actuarial gains and losses and the return on the scheme assets (excluding amounts included in net interest on the defined benefit liability) are recognised immediately in other comprehensive income.
The net interest element is determined by multiplying the net defined benefit liability by the discount rate, taking into account any changes in the net defined benefit liability during the period as a result of contribution and benefit payments. The net interest is recognised in the profit or loss as other finance revenue or cost.
Remeasurement changes comprise actuarial gains and losses, the effect of the asset ceiling and the return on the net defined benefit liability excluding amounts included in net interest. These are recognised immediately in other comprehensive income in the period in which they occur and are not reclassified to profit and loss in subsequent periods.
The defined net benefit pension result in the balance sheet comprises the total for each plan of the present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds), less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market information, and in the case of quoted securities is the published bid price. The value of a net benefit pension asset is limited to the amount that may be recovered either through reduced contributions or agreed refunds from the scheme.
Defined benefit schemes are funded, with the assets of the scheme held separately from those of the company, in separate trustee administered funds. Pension scheme assets are measured at fair value and liabilities are measured on an actuarial basis using the projected unit method. The actuarial valuations are obtained at least triennially and are updated at each balance sheet date.
SPENCER COATINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following are considered to be judgements that have had the most significant effect on the amounts recognised in the financial statements:
The carrying amount of fixed asset investments involves judgements made by management (note 7). The directors assess the recoverability of the company's fixed asset investments and consider the need to impair as appropriate. An impairment of £6,687,514 (2023: £4,749,503) was recognised during the year ended 31 December 2024.
Accounting for the company's defined benefit scheme involves judgments about uncertain events including estimating retirement dates, salary levels at retirement, mortality rates, determination of discount rates for measuring plan obligations and net interest expense and assumptions for inflation rates.
The assumptions used are reviewed by the directors at each period end. The assumptions used are provided in note 12.
The directors consider that there are no other judgements or estimates which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities.
3
Employees
The only employees of the company are the directors who are remunerated through other group companies with respect to their services provided for this company.
4
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
9,695
10,039
Interest on the net defined benefit asset
110,000
104,000
Total interest revenue
119,695
114,039
Income from fixed asset investments
Income from shares in group undertakings
3,672,171
5,483,744
Total income
3,791,866
5,597,783
SPENCER COATINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
5
Interest payable and similar expenses
2024
2023
£
£
Net interest on the net defined benefit liability
78,000
82,000
6
Taxation
The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
(Loss)/profit before taxation
(2,698,384)
640,424
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
(674,596)
150,628
Other tax adjustments
(4,803)
22,070
Items not taxable
791,577
(172,698)
Taxation charge for the year
112,178
-
Taxation charge in the financial statements
-
-
Reconciliation - the current year tax charge does not reconcile to the above analysis. Please review figures in the database.
112,178
-
In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:
2024
2023
£
£
Deferred tax arising on:
Actuarial differences recognised as other comprehensive income
107,750
157,250
7
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
8
10,004,257
12,888,955
SPENCER COATINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
7
Fixed asset investments
(Continued)
- 18 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024
17,638,458
Additions
3,354,106
At 31 December 2024
20,992,564
Impairment
At 1 January 2024
4,749,503
Impairment losses
6,238,804
At 31 December 2024
10,988,307
Carrying amount
At 31 December 2024
10,004,257
At 31 December 2023
12,888,955
Additions relate to further investment in an existing subsidiary, Axalta Coating Systems Huthwaite UK Limited.
8
Subsidiaries
Details of the company's subsidiary at 31 December 2024 are as follows:
Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Axalta Coating Systems Huthwaite UK Limited
1
Manufacture and sale of industrial paints
Ordinary
100
Axalta Coating Systems Tewkesbury Limited
2
In liquidation
Ordinary
100
Registered office addresses (all UK unless otherwise indicated):
1
6A York Street, Aberdeen, Aberdeenshire, AB10 1YL
2
D1-D4 Northway Trading Estate, Tewkesbury, Gloucestershire, GL20 8JH
During the year, former subsidiaries Axalta Coating Systems West Bromwich UK Limited and The Independent Coatings Group Limited were dissolved. Subsequent to the year-end, Axalta Coating Systems Tewkesbury UK Limited was dissolved.
SPENCER COATINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
9
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
4,061
Other debtors
3,713
3,468
7,774
3,468
Amounts owed by group undertakings have no fixed repayment terms, and unsecured and are interest free.
10
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
4,440
8,760
Amounts owed to group undertakings
132,602
Accruals and deferred income
47,687
82,856
52,127
224,218
Amounts owed to group undertakings have no fixed repayment terms, and unsecured and are interest free.
11
Deferred taxation
Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances for financial reporting purposes:
Liabilities
Liabilities
2024
2023
Balances:
£
£
Retirement benefit obligations
265,000
157,250
2024
Movements in the year:
£
Liability at 1 January 2024
157,250
Charge to other comprehensive income
107,750
Liability at 31 December 2024
265,000
SPENCER COATINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
12
Retirement benefit schemes
Defined benefit schemes
The company sponsors a defined benefit scheme for qualifying employees within its subsidiary, Axalta Coating Systems Huthwaite UK Limited. It is a separate trustee administered entity holding assets to meet long term pension liabilities.
The defined benefit final salary pension scheme was set up on 17 December 1973. The scheme was closed to new entrants and has not provided benefits for service after 1 January 1998 for active members. The assets of the scheme are totally separate from those of the company and are invested with financial institutions.
The last formal actuarial valuation of the scheme carried out as at 1 January 2024 showed a surplus of £142,000. This has been updated to 31 December 2024 by a qualified independent actuary for the purpose of these financial statements. The present value of the defined benefit obligation, the related current service cost and past service cost were measured using the projected unit method.
In the current year, the directors have considered the previous rationale of restricting the defined benefit scheme surplus and concluded that it is more appropriate and consistent with FRS 102 requirements not to restrict this. They have not sought to amend the prior period on the basis of the limited stakeholders to these financial statements and have amended cumulatively in the current year.
2024
2023
Key assumptions
%
%
Discount rate
5.4
4.5
Expected rate of increase of pensions in payment
3.1
3.0
Inflation rate (RPI)
3.3
3.2
Mortality assumptions
2024
2023
Assumed life expectations on retirement at age 65:
Years
Years
Retiring today
- Males
21.8
20.0
- Females
23.8
21.8
Retiring in 20 years
- Males
22.3
21.6
- Females
24.9
23.6
2024
2023
Amounts recognised in profit or loss
£
£
Net interest on net defined benefit asset
(32,000)
(22,000)
SPENCER COATINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
12
Retirement benefit schemes
(Continued)
- 21 -
2024
2023
Amounts recognised in other comprehensive income
£
£
Actual return on scheme assets
(179,000)
(120,000)
Less: calculated interest element
110,000
104,000
Return on scheme assets excluding interest income
(69,000)
(16,000)
Actuarial changes related to obligations
(162,000)
(32,000)
Previous restriction on surplus recognition reversed
-
(373,000)
Total income
(231,000)
(421,000)
The amounts included in the balance sheet arising from the company's obligations in respect of defined benefit plans are as follows:
2024
2023
£
£
Present value of defined benefit obligations
1,597,000
1,799,000
Fair value of plan assets
(2,657,000)
(2,428,000)
Surplus in scheme
(1,060,000)
(629,000)
2024
Movements in the present value of defined benefit obligations
£
Liabilities at 1 January 2024
1,799,000
Benefits paid
(118,000)
Actuarial gains
(162,000)
Interest cost
78,000
At 31 December 2024
1,597,000
The defined benefit obligations arise from plans which are wholly or partly funded.
2024
Movements in the fair value of plan assets
£
Fair value of assets at 1 January 2024
2,428,000
Interest income
110,000
Return on plan assets (excluding amounts included in net interest)
69,000
Benefits paid
(118,000)
Contributions by the employer
168,000
At 31 December 2024
2,657,000
SPENCER COATINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
12
Retirement benefit schemes
(Continued)
- 22 -
2024
2023
Fair value of plan assets at the reporting year end
£
£
Managed funds
2,657,000
2,428,000
13
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
31,581
31,581
31,581
31,581
14
Reserves
Share premium
The share premium account represents the excess amount received by the company over the par value of its shares.
Capital redemption reserve
The capital redemption reserve is a company only reserve and comprises intercompany loans due from the company which have been forgiven by the counterparty.
Profit and loss reserves
The profit and loss account represents cumulative realisable profits and losses.
15
Related party transactions
The company has taken advantage of the exemption available in accordance with Section 33 of FRS 102 'Related Party Disclosures' not to disclose transactions entered between two or more wholly owned members of the same group.
16
Ultimate controlling party
The company is a wholly owned subsidiary of Axalta Coating Systems UK Limited, a company registered in England and Wales. Its ultimate parent company is Axalta Coating Systems Ltd, a company incorporated in Bermuda, which the directors consider to be the controlling party. Axalta Coating Systems Ltd represents the largest and smallest group which prepares consolidated financial statements. A copy of the Axalta Coating Systems Ltd group financial statements are available from the group's website (www.axaltacs.com).
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