| REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER 2024 |
| FOR |
| COUNT ENERGY DISTRIBUTION LIMITED |
| REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER 2024 |
| FOR |
| COUNT ENERGY DISTRIBUTION LIMITED |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| for the year ended 31st December 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 5 |
| Report of the Independent Auditors | 7 |
| Income Statement | 10 |
| Other Comprehensive Income | 11 |
| Statement of Financial Position | 12 |
| Statement of Changes in Equity | 13 |
| Statement of Cash Flows | 14 |
| Notes to the Statement of Cash Flows | 15 |
| Notes to the Financial Statements | 17 |
| COUNT ENERGY DISTRIBUTION LIMITED |
| COMPANY INFORMATION |
| for the year ended 31st December 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditors |
| Chartered Accountants |
| Priestley House |
| Priestley Gardens |
| Chadwell Heath |
| Essex |
| RM6 4SN |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| STRATEGIC REPORT |
| for the year ended 31st December 2024 |
| The directors present their strategic report for the year ended 31st December 2024. |
| REVIEW OF BUSINESS |
| Count Energy Distribution is a global trade company operating in the petrochemical industry, specialising in the sourcing, distribution, and supply of selected chemicals across international markets. Our aim is to consistently deliver value to our customers through high-quality products, technical expertise, reliable logistics, and full compliance with international safety and environmental standards. Leveraging our strong, long-term relationships across Europe and our efficient logistics networks, we provide our strategic customers and suppliers with flexible supply options under term contracts. Furthermore, we support our industry partners via permanent contracts by actively managing their long-term supply and demand needs, ensuring reliability and continuity in a dynamic market environment. |
| 2024 was a pivotal year for Count Energy Distribution, marked by both challenges and meaningful progress. Turnover increased by 22%, while EBITDA declined by 78%. This was anticipated, as our focus in 2024 was on building strong relationships with new suppliers and customers. These investments have created a solid platform for sustainable and profitable growth in the years ahead. Looking forward, we aim to accelerate revenue growth through portfolio diversification ensuring we are well positioned to strengthen margins and deliver long-term earnings growth. |
| The results for the year and the financial position of the Company are as shown in the annexed financial statements. |
| STRATEGIC OBJECTIVES |
| During the year, our strategy has been guided by three core priorities: |
| 1. Growth & Market Expansion - broadening our global footprint with entry into new and high-potential markets such as |
| North America, Chile, and Côte d'Ivoire. |
| 2. Portfolio expansion- introducing new product categories, particularly speciality chemicals. These products aim to |
| offer a higher profit margin and deliver greater value per transaction. |
| 3. Sustainability & Compliance - strengthening our ESG framework and ensuring compliance with international best |
| practices. Our ambition is to remain within the top 1% of globally recognised sustainable companies by continue |
| reducing environmental impact, investing in safe handling of chemicals, and ensuring ethical business conduct. |
| Our long-term ambition is to position Count Energy Distribution as a preferred partner in chemical trading, balancing profitability with environmental and social responsibility. |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| STRATEGIC REPORT |
| for the year ended 31st December 2024 |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The Board and management team actively monitor the key risks facing the Company together with assessing the controls used for managing these risks. The board of directors formally reviews and documents the principal risks facing the business at least annually.The principal risks and uncertainties facing the Company are as follows: |
| Economic downturn |
| The financial year 2024 was marked by geopolitical uncertainty and petrochemical price volatility. Despite these challenges, we achieved a revenue growth and customer diversification, supported by the introduction of new product categories. The Company acknowledges the importance of maintaining close relationships with its key customers in order to be able to identify the early signs of potential financial difficulties. Sales trends in its major markets are constantly reviewed to enable early action to be taken in the event of sales declining. |
| Competitor pressure |
| The market in which the Company operates is considered to be competitive, and therefore competitor pressure could result in losing sales to key competitors. The Company manages this risk by providing quality services and maintaining strong relationships with its key customers. |
| Reliance on key suppliers |
| The Company's purchasing activities could expose it to over reliance on certain suppliers and inflationary pricing pressure. The Company manages this risk by ensuring there is enough breadth in its supplier base and by constantly seeking to find potential alternative suppliers that may be used, if necessary.To counter this, we expanded and diversified our supplier network in 2024, even at initially higher cost. This strategic shift is already strengthening trust, improving supply security, and positioning us for future cost optimisation. |
| Loss of key personnel |
| This would present significant operational difficulties for the Company. Management seek to ensure that key personnel are appropriately remunerated to ensure that good performance is recognised. |
| KEY PERFORMANCE INDICATORS ("KPI") |
| The company assesses the following as key performance indicators: |
| Revenues of £100.4m, up 22% from £82.2m in FY 2023. |
| Gross margin of £2.4m, down 25% from £3.1m in FY 2023. |
| Gross profit % of 2.4%, down 1.4% from 3.8% in FY 2023. |
| EBITDA of £0.3m, down 78% from £1.3m in FY 2023. |
| Cash balances of £755k, down 4.5% from £790k in FY 2023. |
| The Company recognises the decrease in the key performance indicators of gross margin and EBITDA as a result of expanding and diversifying our supplier network. The initial reduction of gross and net profit margins are a short term effect, as the strategic shift will result in long term improvements to margins and supply security. |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| STRATEGIC REPORT |
| for the year ended 31st December 2024 |
| SUSTAINABILITY |
| The Count Group aim to be the bridge between the present and a sustainable future for the petrochemical industry by offering accessible sustainable alternatives. |
| Through the Environmental, Social and Governance (ESG) framework, we monitor our sustainability performance and annually report on it under internationally recognised standards such as the GRI standards and the GHG Protocol. |
| Our vision is to co-create with our partners a petrochemical industry where commercial opportunity and sustainability are synonymous, by bringing affordable, high-quality, circular feedstock to the market as efficiently and cost-effectively as possible. Our research on sustainability is crucial to advancing our ESG strategy. Our core research topics are advanced recycled feedstock, carbon accounting best practices, and ESG legislation. |
| We prioritise regular and transparent communication of our sustainability initiatives as a fundamental aspect of our strategy. This includes actively educating our employees and business partners on our sustainability efforts and best practices to promote awareness and engagement. |
| This year Count Energy Distribution Limited proudly renewed the Ecovadis' Platinum Medal, keeping itself into the top 1% of globally recognised sustainable companies. The Platinum EcoVadis Rating is a prestigious acknowledgment of a company's commitment to sustainability and responsible business practices. EcoVadis is a globally recognised sustainability assessment platform that evaluates businesses based on their environmental, social, and ethical performance. This recognition is a testament to Count Energy Distribution's resolute commitment to driving positive change and steering the chemical industry towards a sustainable future. |
| Additional significant achievement was receiving the ISO 9001 certificate of goods standards. The fundamental goal of the Quality management System is to ensure that all suppliers and customers are vetted to ensure product safety, quality and compliance as well as checking financial suitability. Also, to ensure that all material stored and then delivered to customers is within the required specification of quality, the necessary safety parameters and is handled in compliance with all local regulations. Service level is also critical in all the above steps. |
| SECTION 172(1) STATEMENT |
| In accordance with The Companies (Miscellaneous Reporting) Regulations 2018. The Directors confirm that they consider: |
| a. the likely consequences of any decision in the long term, |
| b. the interests of the company's employees, |
| c. the need to foster the company's business relationship with suppliers, customers and others, |
| d. the impact of the company's operations on the community and the environment, |
| e. the desirability of the company maintaining a reputation for high standards of business conduct, and |
| f. the need to act fairly as between members of the company. |
| ON BEHALF OF THE BOARD: |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| REPORT OF THE DIRECTORS |
| for the year ended 31st December 2024 |
| The directors present their report with the financial statements of the company for the year ended 31st December 2024. |
| PRINCIPAL ACTIVITY |
| The company's principal activity during the period was the trading and distribution of industrial chemicals. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31st December 2024. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1st January 2024 to the date of this report. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Strategic Report, the Report of the Directors 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| REPORT OF THE DIRECTORS |
| for the year ended 31st December 2024 |
| AUDITORS |
| The auditors, Chegwidden & Co, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| COUNT ENERGY DISTRIBUTION LIMITED |
| Opinion |
| We have audited the financial statements of Count Energy Distribution Limited (the 'company') for the year ended 31st December 2024 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the company's affairs as at 31st December 2024 and of its profit for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| 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. |
| In connection with our audit of the financial statements, 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 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 the audit: |
| - | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| COUNT ENERGY DISTRIBUTION LIMITED |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page five, 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 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. |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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. 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: |
| - Enquiry of management, those charged with governance around actual and potential litigation and claims. |
| - Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and |
| regulations that could give rise to a material misstatement in the financial statements, including, but not limited to, |
| UK tax legislation and the equivalent local laws and regulations in geographical markets in which the Company |
| operates. |
| - Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with |
| applicable laws and regulations. |
| - Auditing the risk of management override of controls, including through testing journal entries and other |
| adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the |
| normal course of business. |
| Our audit procedures were designed to respond to risks of material misstatement 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 deliberate concealment by, for example, forgery, misrepresentations or through collusion. 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 are to become aware of it. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| COUNT ENERGY DISTRIBUTION LIMITED |
| 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 a Report of the Auditors 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. |
| for and on behalf of |
| Statutory Auditors |
| Chartered Accountants |
| Priestley House |
| Priestley Gardens |
| Chadwell Heath |
| Essex |
| RM6 4SN |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| INCOME STATEMENT |
| for the year ended 31st December 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ | £ |
| TURNOVER | 3 |
| Cost of sales |
| GROSS PROFIT |
| Distribution costs |
| Administrative expenses |
| 3,165,501 | 3,003,190 |
| (798,937 | ) | 132,691 |
| Other operating income |
| 475,127 | 1,492,268 |
| Interest receivable and similar income | 5 |
| 475,127 | 1,577,630 |
| Interest payable and similar expenses | 6 |
| PROFIT BEFORE TAXATION | 7 |
| Tax on profit | 8 |
| PROFIT FOR THE FINANCIAL YEAR |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| OTHER COMPREHENSIVE INCOME |
| for the year ended 31st December 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| PROFIT FOR THE YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| STATEMENT OF FINANCIAL POSITION |
| 31st December 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 10 |
| Tangible assets | 11 |
| CURRENT ASSETS |
| Stocks | 12 |
| Debtors | 13 |
| Cash and cash equivalents |
| CREDITORS |
| Amounts falling due within one year | 14 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year | 15 | ( |
) | ( |
) |
| PROVISIONS FOR LIABILITIES | 19 | ( |
) | ( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 20 |
| Capital reserve | 21 |
| Retained earnings | 21 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| STATEMENT OF CHANGES IN EQUITY |
| for the year ended 31st December 2024 |
| Called up |
| share | Retained | Capital | Total |
| capital | earnings | reserve | equity |
| £ | £ | £ | £ |
| Balance at 1st January 2023 |
| Changes in equity |
| Profit for the year | - | 798,281 | - | 798,281 |
| Total comprehensive income | - |
| Transfer of debt to equity - |
| as restated | - | - | 1,981,465 | 1,981,465 |
| Balance at 31st December 2023 |
| Changes in equity |
| Profit for the year | - | 90,880 | - | 90,880 |
| Total comprehensive income | - |
| Balance at 31st December 2024 |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| STATEMENT OF CASH FLOWS |
| for the year ended 31st December 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | ( |
) |
| Interest paid | ( |
) | ( |
) |
| Tax paid | ( |
) |
| Net cash from operating activities | ( |
) |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | ( |
) | ( |
) |
| Sale of tangible fixed assets | ( |
) |
| Interest received |
| Net cash from investing activities | ( |
) |
| Cash flows from financing activities |
| Capital repayments in year | ( |
) | ( |
) |
| Capital Reserve |
| Net cash from financing activities | ( |
) |
| Increase/(decrease) in cash and cash equivalents | ( |
) |
| Cash and cash equivalents at beginning of year |
2 |
(5,184,016 |
) |
(2,845,767 |
) |
| Cash and cash equivalents at end of year | 2 | ( |
) |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| NOTES TO THE STATEMENT OF CASH FLOWS |
| for the year ended 31st December 2024 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 2024 | 2023 |
| £ | £ |
| Profit before taxation |
| Depreciation charges |
| Loss on disposal of fixed assets |
| Finance costs | 361,232 | 475,591 |
| Finance income | - | (85,362 | ) |
| 644,129 | 1,665,929 |
| Increase in stocks | ( |
) | ( |
) |
| Increase in trade and other debtors | ( |
) | ( |
) |
| Increase in trade and other creditors |
| Cash generated from operations | ( |
) |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
| Year ended 31st December 2024 |
| 31.12.24 | 1.1.24 |
| £ | £ |
| Cash and cash equivalents | 754,834 | 790,201 |
| Bank overdrafts | ( |
) | ( |
) |
| 607,098 | (5,184,016 | ) |
| Year ended 31st December 2023 |
| 31.12.23 | 1.1.23 |
| £ | £ |
| Cash and cash equivalents | 790,201 | 759,951 |
| Bank overdrafts | ( |
) | ( |
) |
| (5,184,016 | ) | (2,845,767 | ) |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| NOTES TO THE STATEMENT OF CASH FLOWS |
| for the year ended 31st December 2024 |
| 3. | ANALYSIS OF CHANGES IN NET (DEBT)/FUNDS |
| At 1.1.24 | Cash flow | At 31.12.24 |
| £ | £ | £ |
| Net cash |
| Cash and cash equivalents | 790,201 | (35,367 | ) | 754,834 |
| Bank overdrafts | (5,974,217 | ) | 5,826,481 | (147,736 | ) |
| (5,184,016 | ) | 607,098 |
| Debt |
| Finance leases | (97,269 | ) | 16,663 | (80,606 | ) |
| (97,269 | ) | 16,663 | (80,606 | ) |
| Total | (5,281,285 | ) | 5,807,777 | 526,492 |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| NOTES TO THE FINANCIAL STATEMENTS |
| for the year ended 31st December 2024 |
| 1. | GENERAL INFORMATION |
| Count Energy Distribution Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information on page 1 of these financial statements. |
| The Company is a 100% subsidiary of COUNT Energy Distribution B.V. ("the Shareholder") located at Antwerp in Belgium. The Company is part of a group headed by the Shareholder ("the Group"). |
| The purpose of the Company is to carry out all activities related to trading and distribution of chemicals/chemical products. |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The financial statements have been prepared in accordance with applicable accounting standards including Financial Reporting Standard 102 The Financial Reporting Standard Applicable in the UK and Republic of Ireland (FRS 102) and the Companies Act 2006. The financial statements have been prepared on a going concern basis under the historical cost convention, modified to include certain items at fair value. |
| The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £1. |
| Significant judgements and estimates |
| The financial statements include areas of judgement and accounting estimates. While these areas do not meet the definition under FRS 102 of significant accounting estimates under critical accounting judgements, the recognition and measurement of certain material assets and liabilities are based on assumptions and/or are subject to long term uncertainties. The areas of judgements and accounting estimates are: |
| - Taxation - refer to note 7 |
| - Residual values and useful economic lives of property, plant and equipment - refer to note 11 |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable net of VAT and trade discounts. The policies adopted for the recognition of turnover are as follows: |
| Sale of goods - Turnover from the sale of chemical products are recognised when significant risks and rewards of ownership of the goods have transferred to the buyer, the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. This is usually on the delivery of the goods to the customer. |
| Rendering of services - When providing day services, turnover is usually recognised on completion of the service and, for monthly engagements, it is recognised by reference to the stage of completion at the balance sheet date. |
| Interest receivable - Interest income is recognised using the effective interest method. |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31st December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Tangible fixed assets |
| Tangible fixed assets held for the company's own use are stated at cost less accumulated depreciation and accumulated impairment losses. |
| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful |
| life or, if held under a finance lease, over the lease term, whichever is the shorter. |
| Plant and machinery - 25% on cost |
| Fixtures and fittings - 25% on cost |
| Motor vehicles - 25% on cost |
| Stocks |
| Stocks are valued at the lower of cost and net realisable value (selling price less selling costs and costs to complete), after making due allowance for any damaged, obsolete and slow moving items. Cost includes all cost of purchase and other costs incurred in bringing stock to its present location and condition. Cost is calculated using the first-in, first-out formula. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date. |
| Deferred taxation |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Foreign currencies |
| Foreign currency transactions are initially recognised by applying to the foreign currency amount the spot exchange rate between the functional currency and the foreign currency at the date of the transaction. |
| Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31st December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Hire purchase and leasing commitments |
| Assets acquired under finance leases are capitalised and depreciated over the shorter of the lease term and the expected useful life of the asset. Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding lease liability using the effective interest method. The related obligations, net of future finance charges, are included in creditors. |
| Rentals payable and receivable under operating leases are charged to the profit and loss account on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| When employees have rendered service to the company, short-term employee benefits to which the employees are entitled are recognised at the undiscounted amount expected to be paid in exchange for that service. |
| The company operates a defined contribution pension scheme for the benefit of its employees. Contributions are expensed as they become payable. |
| Financial instruments |
| Financial assets such as cash and debtors are measured at the present value of the amounts receivable, less an allowance for the expected level of doubtful receivables. Financial liabilities such as trade creditors, loans and finance leases are measured at the present value of the obligation. an equity instrument is any contact that evidences as a residual interest in the assets of the company after deducting all of its liabilities. |
| Impairment |
| Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease. |
| Provisions |
| Provisions are recognised when the company has an obligation at the balance sheet date as a result of a past event, it is probable that an outflow of economic benefits will be required in settlement and the amount can be reliably estimated. |
| 3. | TURNOVER |
| The turnover and profit before taxation are attributable to the one principal activity of the company. |
| An analysis of turnover by class of business is given below: |
| 2024 | 2023 |
| £ | £ |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31st December 2024 |
| 3. | TURNOVER - continued |
| An analysis of turnover by geographical market is given below: |
| 2024 | 2023 |
| £ | £ |
| United Kingdom |
| Europe |
| North America | 13,546 | 90,411 |
| Africa | 617,279 | 24,657 |
| 4. | EMPLOYEES AND DIRECTORS |
| 2024 | 2023 |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| The average number of employees during the year was as follows: |
| 2024 | 2023 |
| Management and Administration | 9 | 7 |
| Sales | 10 | 9 |
| Logistics and Operations | 7 | 6 |
| 2024 | 2023 |
| £ | £ |
| Directors' remuneration |
| Directors' pension contributions to money purchase schemes |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Money purchase schemes |
| 5. | INTEREST RECEIVABLE AND SIMILAR INCOME |
| 2024 | 2023 |
| £ | £ |
| Other interest |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31st December 2024 |
| 6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2024 | 2023 |
| £ | £ |
| Bank charges & interest |
| Other Interest |
| 7. | PROFIT BEFORE TAXATION |
| The profit is stated after charging: |
| 2024 | 2023 |
| £ | £ |
| Other operating leases |
| Depreciation - owned assets |
| Depreciation - assets on finance leases |
| Loss on disposal of fixed assets |
| Computer software amortisation |
| Auditors' remuneration |
| Foreign exchange differences |
| 8. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 2024 | 2023 |
| £ | £ |
| Current tax: |
| UK corporation tax |
| Deferred tax | ( |
) |
| Tax on profit |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31st December 2024 |
| 8. | TAXATION - continued |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2024 | 2023 |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of (2023 - |
| Effects of: |
| Expenses not deductible for tax purposes |
| Income not taxable for tax purposes | ( |
) |
| Capital allowances in excess of depreciation | ( |
) | - |
| Depreciation in excess of capital allowances | - |
| Utilisation of tax losses | ( |
) |
| Total tax charge | 23,015 | 303,758 |
| 9. | PRIOR YEAR ADJUSTMENT |
| The other comprehensive income statement, on page 11, has been restated to remove the capital reserve addition made in 2023 and this is now disclosed within the statement of changes in equity on page 13. |
| 10. | INTANGIBLE FIXED ASSETS |
| Computer |
| software |
| £ |
| COST |
| At 1st January 2024 |
| and 31st December 2024 |
| AMORTISATION |
| At 1st January 2024 |
| Amortisation for year |
| At 31st December 2024 |
| NET BOOK VALUE |
| At 31st December 2024 |
| At 31st December 2023 |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31st December 2024 |
| 11. | TANGIBLE FIXED ASSETS |
| Improvements | Fixtures |
| to | and | Motor |
| property | fittings | vehicles | Totals |
| £ | £ | £ | £ |
| COST |
| At 1st January 2024 |
| Additions |
| At 31st December 2024 |
| DEPRECIATION |
| At 1st January 2024 |
| Charge for year |
| At 31st December 2024 |
| NET BOOK VALUE |
| At 31st December 2024 |
| At 31st December 2023 |
| Fixed assets, included in the above, which are held under finance leases are as follows: |
| Motor |
| vehicles |
| £ |
| COST |
| At 1st January 2024 |
| and 31st December 2024 |
| DEPRECIATION |
| At 1st January 2024 |
| Charge for year |
| At 31st December 2024 |
| NET BOOK VALUE |
| At 31st December 2024 |
| At 31st December 2023 |
| 12. | STOCKS |
| 2024 | 2023 |
| £ | £ |
| Stocks |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31st December 2024 |
| 13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Trade debtors |
| Amounts owed by group undertakings |
| Tax |
| Prepayments |
| 14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Bank loans and overdrafts (see note 16) |
| Finance leases (see note 17) |
| Trade creditors |
| Amounts owed to group undertakings |
| Tax |
| Social security and other taxes |
| VAT | 260,916 | 359,696 |
| Other creditors |
| Accrued expenses |
| 15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Finance leases (see note 17) |
| 16. | LOANS |
| An analysis of the maturity of loans is given below: |
| 2024 | 2023 |
| £ | £ |
| Amounts falling due within one year or on demand: |
| Bank overdrafts |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31st December 2024 |
| 17. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Finance leases |
| 2024 | 2023 |
| £ | £ |
| Net obligations repayable: |
| Within one year |
| Between one and five years |
| Non-cancellable operating | leases |
| 2024 | 2023 |
| £ | £ |
| Within one year |
| Between one and five years |
| In more than five years |
| The company has two operating leases; one lease is for 10 years from 9th August 2022 and the other lease is for 20 years from 2nd September 2010. |
| 18. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| 2024 | 2023 |
| £ | £ |
| Bank overdrafts |
| Finance leases | 80,606 | 97,269 |
| The bank loans and overdraft are secured by limited personal guarantees given by two of the directors' and by a debenture incorporating a fixed and floating charge over all current and future assets of the company. |
| All hire purchase liabilities are secured over the assets to which they relate. |
| 19. | PROVISIONS FOR LIABILITIES |
| 2024 | 2023 |
| £ | £ |
| Deferred tax | 73,121 | 113,713 |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31st December 2024 |
| 19. | PROVISIONS FOR LIABILITIES - continued |
| Deferred |
| tax |
| £ |
| Balance at 1st January 2024 |
| Provided during year | ( |
) |
| Balance at 31st December 2024 |
| 20. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Allotted | Share | Nominal | 2022 | 2021 |
| Number: | Class: | Value: | £ | £ |
| 50,000 | Ordinary | £1 | 50,000 | 50,000 |
| 50,000 | 50,000 |
| 21. | RESERVES |
| Retained | Capital |
| earnings | reserve | Totals |
| £ | £ | £ |
| At 1st January 2024 | 5,932,398 |
| Profit for the year | - |
| At 31st December 2024 | 6,023,278 |
| CAPITAL RESERVE |
| The Capital Reserve represents introduced funds of £1,981,465 by the company's shareholder, Count Energy Distribution B.V., to clear the group debt owing to Count Energy Trading Switzerland GmbH in the 2023 accounting period. |
| The funds introduced by Count Energy Distribution B.V. are not repayable and were a capital sum to be added to the reserves of the company. |
| 22. | PENSION COMMITMENTS |
| The company operates defined contribution pension schemes on behalf of its directors and employees. The assets of the scheme are held separately from those of the company in independently administered funds. The contributions paid in the year amounted to £54,098 (2023: £33,606). |
| 23. | ULTIMATE PARENT COMPANY |
| B-Energy Trading BVBA (incorporated in Belgium ) is regarded by the directors as being the company's ultimate parent company. |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31st December 2024 |
| 24. | RELATED PARTY TRANSACTIONS |
| The immediate parent of the company is Count Energy Distribution B.V.. These parent accounts are available to the public from https://consult.cbso.nbb.be/. |
| Count Energy Trading B.V. |
| Included in other debtors are amounts owed from Count Energy Trading B.V., a company incorporated in Netherlands and is a subsidiary of Count Energy Trading Holding B.V. |
| During the period Count Energy Distribution Limited made purchases of £2,468,930 (2023: £10,560,727) from Count Energy Trading B.V. During the period Count Energy Distribution Limited charged no management fees (2023: £51,702) to Count Energy Trading B.V. |
| At 31 December 2024, an amount of £18,589,772 (2023: £2,881,948) was due from Count Energy Trading B.V. |
| Count Energy Trading (Sw) GmbH |
| Included in other debtors are amounts owed from Count Energy Trading (Sw) GmbH, a company incorporated in Switzerland and is a subsidiary of Count Energy Trading B.V. |
| During the period Count Energy Distribution Limited charged no management fees (2023: £73,159) to Count Energy Trading (Sw) GmbH. |
| At 31 December 2024, an amount of £135,476 (2023: £73,159) was due from Count Energy Trading (Sw) GmbH. |
| Count Energy Trading S.A. |
| Included in other creditors are amounts owed to Count Energy Trading S.A., a company incorporated in Switzerland and is a subsidiary of Count Energy Trading B.V. |
| During the period Count Energy Distribution Limited made purchases of £56,996,236 (2023: £45,144,414) from Count Energy Trading S.A. |
| At 31 December 2024, an amount of £27,969,760 (2023: £5,777,066) was due to Count Energy Trading S.A. |
| Count Consultancy B.V. |
| Included in other debtors are amounts owed from Count Consultancy B.V., a company incorporated in Netherlands and is a subsidiary of Count Energy Trading B.V. |
| During the period Count Energy Distribution Limited charged no management fees (2023: £22.241) to Count Consultancy B.V.. |
| At 31 December 2024, an amount of £122,114 (2023: £22,241) was due from Count Consultancy B.V. |
| Count Energy Distribution B.V. |
| Included in other debtors are amounts owed from Count Energy Distribution B.V., a company incorporated in Belgium and also a subsidiary of Count Energy Trading Holding B.V. Count Energy Distribution B.V. acquired 100% holding in Count Energy Distribution Limited on 5th January 2022 and is the parent company of Count Energy Distribution Limited. |
| During the year Count Energy Distribution Limited made sales of £10,383,130 (2023: £9,923,021) and made purchases of £3,617.204 (2023: £2,389,609) from Count Energy Distribution B.V.. |
| During the period Count Energy Distribution Limited charged management fees of £1,066,312 (2023: £1,212,475) to Count Energy Distribution B.V.. |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31st December 2024 |
| At 31 December 2024, an amount of £6,648,767 (2023: £4,697,654) was due from Count Energy Distribution B.V. |
| RELATED PARTY TRANSACTIONS CONTINUED |
| Count Energy Distribution GmbH |
| Included in other creditors are amounts owed to Count Energy Distribution GmbH, a company incorporated in Germany. |
| During the year Count Energy Distribution Limited made sales of £4,181,052 (2023: £38,846) to Count Energy Distribution GmbH. |
| During the period Count Energy Distribution Limited charged management fees of £169,243 (2023: £Nil) to Count Energy Distribution GmbH. |
| At 31 December 2024, an amount of £916,071 (20223 £31,377) was due to Count Energy Distribution GmbH. |
| Count Energy Distribution Turkey |
| Included in other debtors are amounts owed from Count Energy Distribution Turkey, a company incorporated in Turkey. |
| During the period Count Energy Distribution Limited made purchases of £48,636 (2023: £Nil) from Count Energy Distribution Turkey. |
| At 31 December 2024, an amount of £25,167 (2023: £14,476) was due from Count Energy Distribution Turkey. |
| 25. | ULTIMATE CONTROLLING PARTY |
| As at the period end, the controlling party was Jeroen Baaima. |