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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
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TRICON ENERGY UK LIMITED
COMPANY INFORMATION
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TRICON ENERGY UK LIMITED
CONTENTS
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TRICON ENERGY UK LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and financial statements for the year ended 31 December 2024.
During the year under review, the Group continued to achieve substantial levels of business principally in the distribution of plastics, raw materials, and petrochemicals. Notably the group has expanded into Ukraine with the incorporation of Tricon Energy Ukraine LLC. Profits remain strong with a relatively consistent margin, principally due to increased sales of plastics and petrochemicals, which continue to show strong demand. The markets for certain types of petrochemicals have been volatile and are expected to continue as such in the foreseeable future.
Key performance indicators for Tricon Energy UK Limited were as follows:
2024 2023 Turnover US$872.15m US$671.97m Gross margin 3.24% 3.68%
The principal risks and uncertainties of the business are associated with price risk, credit risk and liquidity risk.
Despite the current economic climate, the directors have a positive expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. While there are increasing levels of economic uncertainty, high interest rates, stress in certain pockets of the banking system, and others, our operations have been relatively stable and there have not been any significant adverse changes in supply or demand in the markets we operate in. Accordingly, they continue to adopt the going concern basis in preparing the annual report and financial statements. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES Price risk The Company's products are subject to changing market prices at both selling and purchasing levels. It manages its risk by undertaking continual analysis of global operating costs and prices. Open positions are managed with strict policies which limit exposure to market risk and require routine reporting to management of potential market exposure. The Company is also exposed to foreign exchange risk. The Company (as an intermediary) normally matches sales with purchases to reduce this volatility. The Company manages this risk by monitoring its currency exposure on a daily basis. Credit risk The Company analyses its financial condition prior to entering into agreements, establishes a credit limit, monitors the appropriateness of these limits on an ongoing basis, and utilises credit insurance to mitigate certain risks. The Company's bad debt risk is covered by the utilisation of credit insurance and establishing appropriate credit limits. Liquidity risk The Company aims to mitigate liquidity risk by managing cash generation by its operations, and applying cash collection targets. Investment is carefully controlled, with authorisation limits operating at board level.
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TRICON ENERGY UK LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
As the directors of the Group, we have a legal responsibility under section 172 of the Companies Act 2006 to act in the way we consider, in good faith, would be most likely to promote the Group’s success for the benefit of its members as a whole, and to have regard to the long-term effect of our decisions on the Group and its stakeholders. This statement addresses the ways in which we as a Board outwork this responsibility.
PROMOTING THE GROUP'S SUCCESS FOR ITS MEMBERS The Group provides employment, training and financial reward for its owners and employees. We strive for reliability of service and competitiveness in our proposals, in turn generating the greatest possible results for our partners and shareholders. In a crowded market, we want to provide our customers with a level of service not matched by those of our competitors. We acknowledge that, in order to progress to the next phase in the Group’s future, it is likely that we will need to set ourselves apart from our competition. We believe we do that through exhibiting our core principles of leadership, innovation, perseverance, passion, strong work ethic, and teamwork. We make strategic decisions based on long-term objectives. In particular, this has meant significant investment in capital, to ensure that we can maintain high quality and offer flexibility to customers. This has been at the expense of short-term gains but positions the group to supply our customers demand over the long term. OUR PLANET Our industry has contributed to environmental pollution in the past, and we are working hard to reverse this. We dispose of all waste responsibly and exceed minimum regulatory standards for our work. We endeavour that our growth and the economic benefits we create to all who work with us be always aligned to an increasingly stronger, safer, cleaner, and sustainable world. GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION & ENERGY EFFICIENCY The Group's consumption of energy in the UK was less than 40,000 kWh for the year ended 31 December 2024 (2023: less than 40,000 kWh). The relevant disclosures in relation to greenhouse gas emissions, energy consumption and energy efficiency are therefore not required to be disclosed. POSITION OF THE GROUP AT THE YEAR END The Group's balance sheet at the year end reflects the satisfactory position of the business, and sets the basis for future growth. GOING CONCERN Despite the current economic climate, the directors have a positive expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Tricon Group borrowing base facility term, to which the Company is a party to, was extended to two years in Q4 2023. The facility agreement is set to expire in December 2025 and discussions are underway to extend by a further two years to December 2027. This indicates continued strong support from our financing partners. Tricon has significant headroom currently and does not forsee this adversely impacting our business on a material basis. While we are in a challenging economic environment that may persist for several months or more, we believe we will be able to generate positive net income during this period, and have done so through August 2025. Accordingly, they continue to adopt the going concern basis in preparing the annual report and financial statements. The group management accounts have generated positive net income on a US GAAP basis through August 2025. Group net assets at 31 August 2025 was in excess of $561m, net income was in excess of $20m and cash at bank was in excess of $287m. For a trading business to forecast results is quite difficult, as a significant portion of our business is opportunistic. Later into 2025 results may normalize. We have strong traders and plan to remain nimble and manage through. Management does not anticipate any unconditional obligations to arise beyond normal course obligations to be paid through operating cash flow and available financing, except for those already provisioned for and/or disclosed, and expects to be able to continue to make timely payments to all suppliers except as provisioned for/disclosed.
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TRICON ENERGY UK LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
We previously disclosed Russia exposure – our affiliates’ prepayment contracts in this region were exited with minimal costs incurred during 2022. Management are not anticipating any other conditions or events during 2025 indicating there is substantial doubt in the Group’s ability to continue as a going concern throughout this period. Most books continue to operate profitably, in particular the plastics business unit, caustic soda and pygas. These profits are not concentrated in one location, nor are any losses. The directors have therefore deemed it appropriate to prepare the financial statements on the going concern basis.
This report was approved by the board and signed on its behalf.
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TRICON ENERGY UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The directors who served during the year were:
petrochemicals.
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK 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 Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to $2,591 thousand (2023 - $1,917 thousand).
The Directors have decided not to recommend or propose any dividend payments for the year ended 31 December 2024 (2023 - $nil).
The Group will continue to distribute industrial chemicals and petrochemicals across the globe.
The Company will monitor global and domestic markets and participants to obtain a detailed foresight into the future of the industry and to provide key market anaylsis data.
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TRICON ENERGY UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Our key stakeholders, and the ways in which we engage with them, are as follows:
Our employees We rely on a skilled team including administration, logistics and operations, and a highly motivated sales force. We are renowned for our customer service, which requires us to adapt to last-minute changes, tight turnarounds and ever-increasing demands for our products to stand out in a crowded marketplace. We cannot achieve this without our team. Recruitment and retention of staff is therefore a critical business activity. We help to engage with team members by: • setting remuneration at market-leading rates, and rewarding performance with bonuses at all levels; • providing training and career development support; and • ensuring that staff from each department are present and involved in all management meetings and are consulted for significant decisions. Our customers and suppliers We invest heavily in innovation so that we can continue to offer customers the best quality products, with the best customer service. Our business model prioritises quality and delivery. We are not the cheapest supplier and do not aim to be. Our customers value the high degree of expertise that we offer. We have built and will maintain a reputation for transparency and fair dealing in our interaction with customers and suppliers. Our community We are a group with roots in the local area and have invested in our community. We are committed to engaging, learning from, respecting and supporting the communities and cultures within which we work.
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TRICON ENERGY UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The auditors, Price Bailey LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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TRICON ENERGY UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TRICON ENERGY UK LIMITED
We have audited the financial statements of Tricon Energy UK Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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TRICON ENERGY UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TRICON ENERGY UK LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
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TRICON ENERGY UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TRICON ENERGY UK LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We gained an understanding of the legal and regulatory framework applicable to the Company and the industry in which it operates and considered the risk of the Company not complying with the applicable laws and regulations including fraud, in particular those that could have a material impact on the financial statements. This included those regulations directly related to the financial statements, including financial reporting standards, the Companies Act 2006 and tax legislation. In relation to the industry this included Health & Safety Regulations and REACH regulatory compliance. - Reviewed journal entries and other adjustments for appropriateness. - Reviewed legal fees incurred. - Agreed the financial statement disclosures to underlying supporting documentation. - Reviewed systems and procedures to identify potential areas of management override risk. - Assessed management bias in relation to the accounting policies adopted and in determining significant accounting estimates - Enquired of compliance personnel regarding adherance to core laws and regulations in operating environment. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
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TRICON ENERGY UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TRICON ENERGY UK LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
Price Bailey LLP
Chartered Accountants
Statutory Auditors
24 Old Bond Street London W1S 4AP Date:
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TRICON ENERGY UK LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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TRICON ENERGY UK LIMITED
REGISTERED NUMBER: 05938997
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 29 form part of these financial statements.
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TRICON ENERGY UK LIMITED
REGISTERED NUMBER: 05938997
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 29 form part of these financial statements.
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TRICON ENERGY UK LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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TRICON ENERGY UK LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
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TRICON ENERGY UK LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2024
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TRICON ENERGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.ACCOUNTING POLICIES
Tricon Energy UK Limited is a private Company limited by shares incorporated in England and
Wales, United Kingdom. The address of the registered office is 24 Old Bond Street, London, W1S 4AP. The nature of the parent Company and Group's operations and principal activities are the distribution of industrial chemicals and petrochemicals. The level of rounding is to $'000.
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 2).
The Parent has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases. A consolidation has been performed in relation to the year ended 31 December 2024, given Tricon Energy UK Limited's subsidiary companies are material to the UK group's results.
During the year the group made a net profit of $2.6m (2023 Profit - $1.9m) and has net assets of $21.4m (2023 - $18.6m). The directors have considered the results for the year, after date management accounts and the group prospects for 12 months from the date of approval of the financial statements and are confident that the group is in a strong financial position.
The group utilises parent group administrative support and access to a multi-party loan agreement with its parent and some fellow subsidiaries. The directors are aware of no reason why this support will not continue and the accounts include no adjustment or disclosure that would be required should such support and facilities cease to be available. The directors have considered the above and other factors and have concluded that it is appropriate to prepare the financial statements on the going concern basis.
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TRICON ENERGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.ACCOUNTING POLICIES (continued)
Functional and presentation currency
Transactions and balances
Commissions are generated from indenting agreements between two Tricon entities, these amounts are only recognised on completion on the sale of a good which is dictated by the revenue recognition policy criteria detailed in the above policy.
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TRICON ENERGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.ACCOUNTING POLICIES (continued)
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TRICON ENERGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.ACCOUNTING POLICIES (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income.
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TRICON ENERGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.ACCOUNTING POLICIES (continued)
The Company only enters into basic financial instrument transactions that result in the recognition of
financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares. Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment, If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income. For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. Significant judgements have been made by management in respect of the provision for bad or doubtful debts. Management have considered the risk of trade debtors not being recovered based on the ageing of the debtor, engagement with the customer and experience of historical recoveries of such debts. The value of trade debtors included within the balance sheet after a provision of $3.0m (2023 - $3.9m) is $167.5m (2023 - $141.1m).
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TRICON ENERGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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TRICON ENERGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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TRICON ENERGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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TRICON ENERGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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TRICON ENERGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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TRICON ENERGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Foreign exchange reserve
Other reserves
company to assist UK company operations.
Profit and loss account
adjustments.
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TRICON ENERGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
At 31 December 2024, the Group had a contingent liability in the form of letters of credit
amounting to $27,209,294 (2023 - $6,189,503). Tricon Energy UK are jointly and severally liable for letters of credit in relation to other group companies party to the Syndicated loan agreement, of which the total group amounted to $191.7m (2023 - $120.6m). The parent Company was also a borrower under a Syndicated loan agreement that the group facilitated during 2024. Tricon Dry Chemicals LLC draws down on the loan and then distributes to the other group companies included within the loan agreement. Total group utilisation was $460m as at 31 December 2024 (2023 - $270m). Of this total, $101.2m (2023 - $60.8m) is included within Tricon Energy UK Limited intercompany creditors and the remaining amount which totals $358.8m (2023 - $209.2m) represents a contingent liability. The Company also had a contingent liability in the form of fixed and floating charges over the assets of the Company in relation to this Syndicated loan agreement. The value represents the allocated split on a working capital basis between the relevant group companies in the loan arrangement. All companies are jointly and severally liable for the full loan balance utilised.
The Group operates a defined contribution pension scheme. The assets of the scheme are held
separately from those of the Group in an independently administered fund. Pension costs for the year have been charged at $70k (2023 - $60k) as outlined above. At the year end, $nil was owed to the scheme (2023 - $nil).
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TRICON ENERGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The immediate parent company is Tricon Dry Chemicals LLC, a limited liability company registered in Texas, U.S.A. The Tricon Group prepares group financial statements at Tricon International Holdings LLC (ultimate parent company). Copies can be obtained from 1500 Post Oak Boulevard, 18th Floor, Houston, Texas, 77056, U.S.A.
The ultimate controlling party is Mr. I. Torras.
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