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REGISTERED NUMBER: 04237054 (England and Wales)















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: J Baaima
J H Bollebakker
I Farooqi
J Goodwin





REGISTERED OFFICE: Unit 2 Loughton Business Centre
Langston Road
Loughton
IG10 3SJ





REGISTERED NUMBER: 04237054 (England and Wales)





AUDITORS: Chegwidden & Co
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:





J H Bollebakker - Director


30th September 2025

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.

J Baaima
J H Bollebakker
I Farooqi
J Goodwin

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:





J H Bollebakker - Director


30th September 2025

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.




P G Harris ACA FCCA (Senior Statutory Auditor)
for and on behalf of Chegwidden & Co
Statutory Auditors
Chartered Accountants
Priestley House
Priestley Gardens
Chadwell Heath
Essex
RM6 4SN

30th September 2025

COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054)

INCOME STATEMENT
for the year ended 31st December 2024

2024 2023
Notes £    £    £    £   

TURNOVER 3 100,399,611 82,191,563

Cost of sales 98,033,047 79,055,682
GROSS PROFIT 2,366,564 3,135,881

Distribution costs 1,011,019 710,794
Administrative expenses 2,154,482 2,292,396
3,165,501 3,003,190
(798,937 ) 132,691

Other operating income 1,274,064 1,359,577
475,127 1,492,268

Interest receivable and similar income 5 - 85,362
475,127 1,577,630

Interest payable and similar expenses 6 361,232 475,591
PROFIT BEFORE TAXATION 7 113,895 1,102,039

Tax on profit 8 23,015 303,758
PROFIT FOR THE FINANCIAL YEAR 90,880 798,281

COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054)

OTHER COMPREHENSIVE INCOME
for the year ended 31st December 2024

2024 2023
Notes £    £   

PROFIT FOR THE YEAR 90,880 798,281


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

90,880

798,281

COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054)

STATEMENT OF FINANCIAL POSITION
31st December 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 67 112
Tangible assets 11 292,483 454,853
292,550 454,965

CURRENT ASSETS
Stocks 12 2,495,497 1,796,581
Debtors 13 35,689,107 17,300,205
Cash and cash equivalents 754,834 790,201
38,939,438 19,886,987
CREDITORS
Amounts falling due within one year 14 33,021,646 14,165,235
NET CURRENT ASSETS 5,917,792 5,721,752
TOTAL ASSETS LESS CURRENT
LIABILITIES

6,210,342

6,176,717

CREDITORS
Amounts falling due after more than one year 15 (63,943 ) (80,606 )

PROVISIONS FOR LIABILITIES 19 (73,121 ) (113,713 )
NET ASSETS 6,073,278 5,982,398

CAPITAL AND RESERVES
Called up share capital 20 50,000 50,000
Capital reserve 21 1,981,465 1,981,465
Retained earnings 21 4,041,813 3,950,933
6,073,278 5,982,398

The financial statements were approved by the Board of Directors and authorised for issue on 30th September 2025 and were signed on its behalf by:





J H Bollebakker - Director


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 50,000 3,152,652 - 3,202,652

Changes in equity
Profit for the year - 798,281 - 798,281
Total comprehensive income - 798,281 - 798,281
Transfer of debt to equity -
as restated - - 1,981,465 1,981,465
Balance at 31st December 2023 50,000 3,950,933 1,981,465 5,982,398

Changes in equity
Profit for the year - 90,880 - 90,880
Total comprehensive income - 90,880 - 90,880
Balance at 31st December 2024 50,000 4,041,813 1,981,465 6,073,278

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 6,175,595 (3,776,812 )
Interest paid (361,232 ) (475,591 )
Tax paid - (87,534 )
Net cash from operating activities 5,814,363 (4,339,937 )

Cash flows from investing activities
Purchase of tangible fixed assets (6,586 ) (48,475 )
Sale of tangible fixed assets - (1 )
Interest received - 85,362
Net cash from investing activities (6,586 ) 36,886

Cash flows from financing activities
Capital repayments in year (16,663 ) (16,663 )
Capital Reserve - 1,981,465
Net cash from financing activities (16,663 ) 1,964,802

Increase/(decrease) in cash and cash equivalents 5,791,114 (2,338,249 )
Cash and cash equivalents at beginning of
year

2

(5,184,016

)

(2,845,767

)

Cash and cash equivalents at end of year 2 607,098 (5,184,016 )

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 113,895 1,102,039
Depreciation charges 169,002 170,614
Loss on disposal of fixed assets - 3,047
Finance costs 361,232 475,591
Finance income - (85,362 )
644,129 1,665,929
Increase in stocks (698,916 ) (834,903 )
Increase in trade and other debtors (18,383,316 ) (8,346,904 )
Increase in trade and other creditors 24,613,698 3,739,066
Cash generated from operations 6,175,595 (3,776,812 )

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 (147,736 ) (5,974,217 )
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 (5,974,217 ) (3,605,718 )
(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 ) 5,791,114 607,098
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.

Computer software is being amortised evenly over its estimated useful life of four years.

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
£    £   
Chemical Sales 100,399,611 82,191,563
100,399,611 82,191,563

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 8,662,272 8,580,799
Europe 91,106,514 73,495,696
North America 13,546 90,411
Africa 617,279 24,657
100,399,611 82,191,563

4. EMPLOYEES AND DIRECTORS
2024 2023
£    £   
Wages and salaries 919,965 934,219
Social security costs 141,461 128,756
Other pension costs 54,098 33,606
1,115,524 1,096,581

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
26 22

2024 2023
£    £   
Directors' remuneration 116,685 251,582
Directors' pension contributions to money purchase schemes 5,980 4,253

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 2 2

5. INTEREST RECEIVABLE AND SIMILAR INCOME
2024 2023
£    £   
Other interest - 85,362

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 357,921 472,280
Other Interest 3,311 3,311
361,232 475,591

7. PROFIT BEFORE TAXATION

The profit is stated after charging:

2024 2023
£    £   
Other operating leases 117,332 96,629
Depreciation - owned assets 131,293 131,181
Depreciation - assets on finance leases 37,663 39,388
Loss on disposal of fixed assets - 3,047
Computer software amortisation 45 45
Auditors' remuneration 9,000 8,080
Foreign exchange differences 236,916 389,257

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 63,607 280,681

Deferred tax (40,592 ) 23,077
Tax on profit 23,015 303,758

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 113,895 1,102,039
Profit multiplied by the standard rate of corporation tax in the UK of 25%
(2023 - 23.520%)

28,474

259,200

Effects of:
Expenses not deductible for tax purposes 1,513 2,958
Income not taxable for tax purposes (1,397 ) -
Capital allowances in excess of depreciation (5,575 ) -
Depreciation in excess of capital allowances - 45,041
Utilisation of tax losses - (3,441 )

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 179
AMORTISATION
At 1st January 2024 67
Amortisation for year 45
At 31st December 2024 112
NET BOOK VALUE
At 31st December 2024 67
At 31st December 2023 112

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 324,943 203,303 150,653 678,899
Additions - 6,586 - 6,586
At 31st December 2024 324,943 209,889 150,653 685,485
DEPRECIATION
At 1st January 2024 100,510 63,902 59,634 224,046
Charge for year 81,235 50,058 37,663 168,956
At 31st December 2024 181,745 113,960 97,297 393,002
NET BOOK VALUE
At 31st December 2024 143,198 95,929 53,356 292,483
At 31st December 2023 224,433 139,401 91,019 454,853

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 150,653
DEPRECIATION
At 1st January 2024 59,634
Charge for year 37,663
At 31st December 2024 97,297
NET BOOK VALUE
At 31st December 2024 53,356
At 31st December 2023 91,019

12. STOCKS
2024 2023
£    £   
Stocks 2,495,497 1,796,581

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 9,986,159 9,577,414
Amounts owed by group undertakings 25,521,296 7,689,478
Tax 11,220 5,633
Prepayments 170,432 27,680
35,689,107 17,300,205

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Bank loans and overdrafts (see note 16) 147,736 5,974,217
Finance leases (see note 17) 16,663 16,663
Trade creditors 3,190,523 921,723
Amounts owed to group undertakings 28,885,831 5,808,443
Tax 69,194 -
Social security and other taxes 45,383 30,458
VAT 260,916 359,696
Other creditors 50,000 300,000
Accrued expenses 355,400 754,035
33,021,646 14,165,235

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2024 2023
£    £   
Finance leases (see note 17) 63,943 80,606

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 147,736 5,974,217

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 16,663 16,663
Between one and five years 63,943 80,606
80,606 97,269

Non-cancellable operating leases
2024 2023
£    £   
Within one year 102,275 98,000
Between one and five years 383,994 392,000
In more than five years 166,250 253,750
652,519 743,750

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 147,736 5,974,217
Finance leases 80,606 97,269
228,342 6,071,486

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 113,713
Provided during year (40,592 )
Balance at 31st December 2024 73,121

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 3,950,933 1,981,465 5,932,398
Profit for the year 90,880 - 90,880
At 31st December 2024 4,041,813 1,981,465 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.