The directors present the strategic report for the year ended 31 December 2024.
In this period of review the group, of which Solventis Ltd was a part of, was acquired by Brenntag NV which is part of the Brenntag SE group of companies (the Brenntag Group). Shares in the UK Solventis entities were subsequently transferred by Brenntag NV to Brenntag UK Holding Limited which is also a part of the Brenntag Group.
Whereas prior accounts reflected the performance of the whole Solventis Group, comprising Solventis Limited and all subsidiaries, there is now no such requirement and so these accounts now only reflect the performance of Solventis Limited.
Company revenue in 2024 was down 8% at €75m compared to €81m in 2023. Whilst total volumes were similar year on year, weakening market demand reduced volumes to 3rd parties by 6% and prices in coolants (pricing down 5%) and solvents (pricing down 8%).
This resulted in gross profit falling from €21.0 m to €17.1m.
Whilst distribution costs fell by €1.0m, administrative costs rose by €8.4m including €7.9m one-off costs incurred as part of the acquisition by the Brenntag Group. This resulted in a net operating loss of €5.2m for the year. Administrative costs are expected to return to normal levels in 2025 and so it is expected the business will quickly return to operating profitability.
Whilst net operating expenses (excluding exceptional costs) reduced compared to the prior year, these savings were not enough to offset the impact of the market pressures on the gross profit resulting in the adjusted operation margin falling from 7.6% to 3.6%.
Stock turnover increased from 9.8 in 2023 to 12.6 in 2024 as Solventis Limited held €1.47m of urea at the end of 2023 that was wholly transferred to its subsidiary, Solvenox Limited, in 2024.
Shortly after the acquisition as part of the restructuring of the entities to transfer UK entities under the control of Brenntag UK Holding Limited and Belgian entities under the control of Brenntag NV, Solventis Limited divested its interests in all Belgian registered entities, selling them to Brenntag NV. The net impact of these divestments was a gain on disposal of €37.2m and dividends received of €37.4m.
These significant gains in the year have been offset by a dividend paid to Brenntag UK Holding Limited of €90.9m.
The group's principal risks and mitigation policies are:
Non-payment by customers.
The company has a consistent policy of insuring trade debtors and of using other established instruments to guarantee payment and credit insurance.
Currency movements.
The company has two main policies to protect itself. Firstly it attempts as far as possible to match assets and liabilities in each currency and secondly where purchases and sales are contracted in unmatched currencies, to use forward foreign exchange contracts to mitigate such risk.
Fluctuations in chemical prices.
The volatility of worldwide prices presents both risks and opportunities. Risk is managed by having a management structure and process that enables the company to react quickly to a movement in prices and thus contain and minimise any potential reduction in margin when prices are falling.
In markets where prices or currencies show volatility, opportunities arise due to uncertainty of the established market price which leads to opportunities to gain higher margins by trading between different markets.
Cash flow and liquidity risk.
The business has a low exposure to cash flow and liquidity risk due to a very low concentration of customers and these customers cover many countries. The stocks we hold are freely traded and therefore easily converted to cash assets if required. The company's strong net asset position of €32,667,688 at 31 December 2024 provides a considerable buffer against any short-term liquidity pressures and underpins the company's ability to continue to meet its liabilities as they fall due.
The company’s strategy is to continue to expand its business using organic growth through sales to existing markets and new markets whilst looking for opportunities to increase its product portfolio with higher margin products. Following the acquisition by the Brenntag Group it is also looking to generate commercial synergies through cross selling of its products into the Brenntag customer base whilst also supporting Brenntag’s UK operations with the capabilities of its facilities and workforce.
Measures taken to improve energy efficiency
Energy usage covered in this disclosure covers all services provided in the UK, and is primarily the energy usage at its Gunness site. Opportunities for energy saving at its Head office is limited as the fit out was 5 years ago and energy saving features such as time out lighting and low energy lighting was installed at the time of fit out. The ESOS report identifies the key areas for energy savings at our Gunness site and, during 2024, we have installed solar panels on the main warehouses at this site with go live expected in early 2025.
The company considers its key performance indicators to be:
| 2024 | 2023 |
Volumes (tonnes) sold to companies outside the Brenntag group | 65,192 | 69,107 |
Adjusted operating margin (exceptional costs excluded) | 3.63% | 7.56% |
Stock turnover (cost of sales product only) | 12.59 | 9.75 |
Non-financial key performance indicators
For the Company, nothing has a higher priority than the health and safety of our staff and ensuring that we carry out our operations free of incidents. It therefore considers its key non-financial indicator to be the number of lost time injuries incurred. Accidents at work and similar occurrences are recorded and evaluated centrally according to the Brenntag Group standard reporting system. Key lessons learned from any incidents are reported through the entire Brenntag Group and it is the Group’s policy to continually improve its processes and safety culture. The Company reported one lost time injury during the year (2023 – none).
Under section 172(1) of the Companies Act 2006, the Board has a duty to act in good faith and in a way that would be most likely to promote the success of the Company for the benefit of its shareholders whilst having regard to matters set out in S172(1) (a‑f) of the Act: |
(a) the likely long term consequences of decisions;
(b) the interest of the Company’s employees;
(c) the need to foster the Company’s business relationships 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 and conduct; and
(f) the need to act fairly as between the Company’s owners.
To discharge their section 172(1) duties the Board have had regard to the factors set out above and acknowledge that for the business to grow over the long term, a full understanding of the Company’s stakeholders is required to ensure that the Board can make informed decisions which factor in stakeholder interest.
The Board consider its significant stakeholder groups to be:
(i) Customers and suppliers
The Company is part of the Brenntag Group, the global market leader in chemical and ingredient distribution. Brenntag’s aim is to connect chemical manufacturers (our suppliers) with chemical users (our customers) providing a complete distribution solution rather than just chemical products.
Brenntag's business partners and other stakeholders deserve the highest level of quality, reliability and efficient, innovative solutions. In order to meet these standards, Brenntag uses five core values to guide its actions:
Care – We take responsibility for each other, our partners and the world;
Trust – We build relationships through authenticity and commitment;
Clarity – We work towards common goals with focus and determination;
Excellence – We go beyond expectations, through excellence, innovation and collaboration;
Safety – We put safety first in everything we do.
Brenntag provides its business partners with in‑depth product, application and industry expertise. The Company is able to address the different requirements of its suppliers and customers flexibly and with the focus on providing the right solution because we have experts and specialists for all customer industries in which we operate. Our experts share their knowledge of local conditions and the specific applications of our products, thereby creating real added‑value for our partners.
As part of the Brenntag Group the Company has access to a global supply network whilst maintaining a unique local depot network – this ensures that the Company is well placed to meet its business partners’ diverse requirements.
The Company’s business partners are vital to ensuring the long‑term success of the Company, this principle remains unchanged and as a business we constantly review our business model with a view to leveraging further potential.
Directors' statement of compliance with duty to promote the success of the company (continued)
(ii) Employees
Our employees, with their expertise and dedication, play a key role in the Company’s success and long term prospects. As part of the Brenntag Group, the Company follows the Brenntag global human resources strategy. A key part of this strategy is to promote employee retention and development at every level. We encourage open dialogue, allowing employees to play a part in shaping the Company and foster a change and performance culture.
Keeping our employees safe is of the upmost importance for Brenntag. Throughout the Group, Brenntag operates in accordance with the “Safety First” principle, relying strongly on personal commitment and responsibility. Brenntag uses various methods to continuously raise employee awareness of occupational health and safety. Training is carried out regularly and best practice is constantly reviewed and rolled out across the Company.
Diversity at Brenntag encompasses several aspects, such as employees’ different cultural backgrounds, qualifications and needs. Through the exchange of knowledge, ideas and experience, diversity makes a decisive contribution to Brenntag’s success. The Company wishes to foster this exchange and further increase the diversity of the workforce to create a cosmopolitan work culture and a dynamic work environment where all employees can learn from one another.
Brenntag wishes to develop its employees according to their talents and qualifications. Across all levels of the Company and at all sites, it establishes a culture of learning and gives employees numerous opportunities to develop professionally and personally. The individual and continuous support given to our employees accords with Brenntag’s corporate values. In this context, the Company places emphasis on development measures and a feedback culture at all levels that is also part of the training programs. Brenntag offers learning programs aimed at different target groups within the organisation.
The internal online group portal supports and promotes the flow of information, communication and cooperation between Brenntag Group employees. The platform brings together Brenntag Group employees and facilitates the sharing of information, experiences and best practice methods. Throughout the Group, Brenntag places emphasis on agile and flexible working. The Company has implemented flexible working arrangements for employees provided this is compatible with their job profile.
During the year the Company also participated in the Brenntag global e‑learning programme, which offers flexible and digital‑based training on specific professional skills and regional compliance. The programme aims to foster a culture of autonomous learning.
The directors believe that investing in the Company's staff is key to its long‑term success.
(iii) Shareholders
Brenntag Group policies and procedures ensure that the Board constantly engages with its ultimate parent company Brenntag SE, which promotes and maintains consistently high standards of current, relevant, compliance. Brenntag SE’s representatives are actively involved in decisions relating to strategy, operational performance, capital investments and financial structure and their input is factored into all such decisions.
(iv) The community and environment
As part of the Brenntag Group, the consideration of the impact on the community and environment is taken at Group level. Solventis Limited is fully aligned to the Group's strategy. Further details are available in the Group Sustainability Statement of the ultimate parent company Brenntag SE which is available on the Group’s website at https://corporate.brenntag.com/en/sustainability/.
Directors' statement of compliance with duty to promote the success of the company (continued)
ESG is a top priority in Brenntag’s activities and an essential part of our growth strategy. As global market leader, we have undertaken to promote a sustainable future. The Group published the “Future Sustainable Brenntag” strategy and vision in April 2022, and set an ambitious ESG agenda. This includes achieving net‑zero emissions by 2045 for scope 1 and 2 carbon emissions, increasing the extent to which we use sustainability criteria to steer our product portfolio and driving sustainability in our supply chains.
Details of the Company’s greenhouse gas emissions, energy consumption and energy efficiency actions can be found on page 8.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2024.
The results for the year are set out on page 14.
Ordinary dividends were paid amounting to €90,863,585 (2023: €nil). The directors do not recommend payment of a final dividend.
Going concern
The company has access to considerable financial resources and has rigorous procedures for identifying, quantifying and mitigating all aspects of risk relevant to the business.
The directors have carried out a robust assessment of the risks facing both the company and the UK Group of companies of which it forms part of. The directors have prepared sensitivity analysis to assess the company’s cash flows based on different scenarios including a severe downturn in the UK economy. The cashflows cover the period to 31 December 2026 and in each scenario both the company and the UK Group of companies maintain substantial liquidity.
In addition, the directors have received confirmation from Brenntag UK Holding Limited that financial support is in place for at least 12 months from the date of signing these financial statements.
As such the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
Future developments
The directors are satisfied with the company's performance and anticipate continued success in the future through its robust strategies. There are no plans to change the company's activities in the foreseeable future.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Qualifying third party indemnity provisions
Qualifying third party indemnity insurance was in place for the benefit of all of the directors of the company during the year and up to the date of signing the financial statements.
The independent auditors, Deloitte LLP, were appointed during the year and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. Deloitte LLP have expressed their willingness to continue in office.
The firm is committed to making careful assessments of its levels of energy consumption and to reducing the impact of carbon dioxide emissions on the environment. The Company has undertaken its phase 2 ESOS audit using energy consultants and identified areas to focus on.
Energy usage has been calculated based on gas and electricity meter readings from our invoices. Fuel used in respect of both reimbursed business mileage and in respect of vehicles owned by the firm have been taken from expense claims and have been extrapolated where data was not available.
The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2024 UK Government’s Conversion Factors for Company Reporting.
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per €'m of company revenue, the recommended ratio for the sector.
Energy usage covered in this disclosure covers all services provided in the UK, and is primarily the energy usage at its Gunness site. Opportunities for energy saving at its Head office is limited as the fit out was 5 years ago and energy saving features such as time out lighting and low energy lighting was installed at the time of fit out. The ESOS report identifies the key areas for energy savings at our Gunness site.
The company recognises the importance of its environmental responsibilities and monitors its impact on the environment and designs and implements appropriate policies to minimise any damage that might be caused by the company's activities. Initiatives designed to minimise the company's impact on the environment include recycling and reducing energy consumption wherever possible.
The company made donations to charitable organisations of €99,345 (2023 - €18,239) during the year. No political donations were made during the year (2023 - €Nil).
Employee involvement
The directors systematically provide employees with information on matters of concern to them, consult them or their representatives regularly, so that their views can be taken into account when making decisions that are likely to affect their interests.
Employee involvement in the company is encouraged, as achieving a common awareness on the part of all employees of the financial and economic factors affecting the company plays a major role in maintaining its performance.
The directors encourage the involvement of employees by means of in-house newsletters, intranet, briefing and focus groups and the distribution of the company's annual results.
Disabled employees
The company is committed to employment policies, which follow best practice, based on equal opportunities for all employees, irrespective of sex, race, colour, disability or marital status. The company gives full and fair consideration to applications for employment from disabled persons, having regard to their particular aptitudes and abilities. Appropriate arrangements are made for the continued employment and training, career development and promotion of disabled persons employed by the company. If members of staff become disabled the company continues employment, either in the same or an alternative position, with appropriate retraining being given if necessary.
Basis for 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
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.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, 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 considered the nature of the company’s industry and its control environment, and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company’s business sector.
We obtained an understanding of the legal and regulatory framework that the company operates in, and identified the key laws and regulations that:
had a direct effect on the determination of material amounts and disclosures in the financial statements. These included the Companies Act 2006, pensions legislation and tax legislation; and
do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
enquiring of management and in-house legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and
reading minutes of meetings of those charged with governance.
In our opinion, based on the work undertaken in the course of the audit:
the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the directors’ report.
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report in respect of the following matters 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; or
We have nothing to report in respect of these matters.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
The income statement has been prepared on the basis that all operations are continuing operations.
There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.
The notes on page 17 to 35 form part of these financial statements.
Solventis Limited is a private company limited by shares incorporated in England and Wales. The registered office is Alpha House, Lawnswood Business Park, Redvers Close, Leeds, West Yorkshire, United Kingdom, LS16 6QY.
The financial statements are prepared in euro's, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest €.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Brenntag SE. The consolidated financial statements of Brenntag SE are available at their registered office, at Messeallee 11, D-45131, Essen, Germany.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
In the application of the Company's accounting policies, which are described in note 1, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are continually evaluated and are based on historical experience and other factors that are considered to be relevant.
The directors believe that none of the accounting judgements or estimation uncertainties applied have a significant risk of causing a material adjustment to the carrying value of assets and liabilities within the next financial year.
An analysis of the company's turnover is as follows:
The appointment of auditor changed during the year from Saffery LLP to Deloitte LLP, to align with the auditor of the Brenntag group.
The average monthly number of persons (including directors) employed by the company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 - 3).
The directors are considered to be the company's key management personnel.
On 14 June 2024, the company sold its 100% interest in the ordinary share capital of Solventis Europe NV to Brenntag NV, part of the Brenntag SE group of companies.
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
Factors that may affect future tax charges
Pillar Two legislation has been enacted and becomes effective for the financial year beginning 1 January 2024. The company has made an assessment of the effect of Pillar Two and concluded that there is no direct financial impact related to the UK entities from the introduction of the rules.
Two interim dividends for the financial year ended 31 December 2024 amounting to €16,000,000 and €74,863,585 were proposed and paid on 14 June 2024 and 10 December 2024 respectively. €16,000,000 was paid by way of a cash dividend, €74,863,585 by way of intercompany loans. The directors do not recommend the payment of a final dividend.
One interim dividend for the financial year ended 31 December 2025 amounting to €6,828,317.40 has been proposed and paid on 25 June 2025, €3,501,900 of which was paid by a cash dividend, €3,326,417.40 by way of deed of assignment.
These financial statements are separate company financial statements for Solventis Limited.
Details of the company's subsidiaries at 31 December 2024 are as follows:
During the year the company disposed of its direct interest in Solventis Europe NV. The company's subsidiary Kilfrost Europe Limited disposed of its direct interest in Kilfrost Europe NV.
As at the balance sheet date, the stock provision amounted to €191,360 (2023: €81,972).
Trading balances are receivable in line with the terms and conditions of sale (consistent with third party arrangements) and no interest is charged. Amounts owed by group undertakings are unsecured. For non-trading balances, interest is charged at market rate and repayment terms are as stated in the respective loan agreements.
Trade debtors are stated after provisions for impairment of €70,187 (2023 - €Nil).
The comparative information has been restated to reclassify balances receivable under an invoice factoring agreement from Other Debtors to Cash Equivalents. Further information can be found in note 33.
The comparative information has been restated to reclassify balances receivable under an invoice factoring agreement from Other Debtors to Cash Equivalents. Further information can be found in note 33.
Trading balances are payable in line with the terms and conditions of sale (consistent with third party arrangements) and no interest is charged. Amounts owed to group undertakings are unsecured. For non-trading balances, interest is charged at market rate and repayment terms are as stated in the respective loan agreements.
The bank overdraft is secured by a debenture dated 27 April 2003.
This debenture includes a fixed charge over all present freehold and leasehold property; First fixed charge over book and other debts, chattels, goodwill and uncalled capital, both present and future; and First floating charge over all assets and undertaking both present and future dated 27 April 2003.
Since 19 December 2019, Solventis have held a general guarantee with HSBC. This is secured by an unlimited multilateral guarantee previously involving Solventis Europe NV, Kilfrost Europe NV and Kilfrost Europe Limited, but now also including Solvenox Limited and Solventis Solutions Limited.
Environmental costs
The nature of the company's operations gives rise to obligations relating to the rehabilitation of soil and ground water for current and former, owned and leased sites but also cover costs for further and accompanying measures such as necessary environmental inspections and observations. A provision is recognised in the Statement of Comprehensive Income for the estimated associated cost, based on reports prepared by third party environmental consultants.
In connection with the elimination of environmental damage, as at 31 December 2024, there were contingent liabilities with a fair value of €215,519.64 (2023 – €nil).
The company assesses its potential environmental provisions on an annual basis. Costs are defined as probable, possible and remote, where €215,519.64 corresponds to the possible costs associated with the elimination of environmental damage.
Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
The net deferred tax liability of €828,615 is not expected to materially change in 2025.
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions totalling €nil (2023: €nil) were payable to the fund at the balance sheet date.
The company has one class of ordinary shares which carry no right to fixed income. The ordinary shares carry equal voting rights.
Called up share capital represents the nominal value of shares that have been issued.
This reserve records the foreign exchange translation differences resulting from the change in presentational currency in May 2014.
The profit and loss account includes all current and prior period retained profits and losses.
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Operating lease payments represent rental on leased cars, the lease of Compton House and the tank facility in Antwerp. Of the total operating lease commitments €47.0m (2023: €47.6m) are paid by other group companies and no cost is borne in Solventis Limited.
The prior year operating lease commitments have been amended to include commitments for additional tank storage, not included in the prior year disclosure note. This amendment affects the disclosure note only and has no impact on the primary statements.
During the year, the amount owed by a director to the company was repaid in full. As at 31 December 2024 there is an outstanding balance of €nil (2023: €11,247,168) due from a director. The loan was unsecured, interest free and repayable on demand.
During the year, payments of €80,756 (2023: €484,675) were made to Surrey Heli Charters LLP, an entity controlled by David Lubbock, relating to transport and travelling expenditure. At 31 December 2024, the balance outstanding was €nil (2023: €901,633).
As at 31 December 2024 there is an outstanding balance of €nil (2023: €5,123,075) due from Daunara Investments in relation to money loaned by Solventis Limited in the year. David Lubbock is the ultimate controlling party of Daunara Investments. The loan was interest free and repaid in the year in full.
During the year, interest of €nil (2023: €36,544) was received from Lawbrook Limited. As at 31 December 2024 there is an outstanding loan of €nil (2023: €1,409,396) due from Lawbrook Limited. David Lubbock and Lisa Lubbock are directors and shareholders of Lawbrook Limited. The loan was repaid in the year in full and no interest was charged.
During the year, the company made purchases of €653,192 (2023: €64,633) from LiquidEx Limited, a company jointly controlled by a close family member of key management personnel prior to acquisition. At the year end a balance of €51,569 (2023: -€112,054) was due from LiquidEx Ltd.
During the year, sales totalling €nil (2023: €nil) and purchases totalling €nil (2023: €nil) were made on agreed terms to and from Antwerp Distillation Company Limited. Lawbrook Limited owned 75% of the share capital of Antwerp Distillation Company until 3 June 2024. On 3 June 2024 Antwerp Distillation Company was bought by Brenntag SE.
During the year the company paid remuneration and benefits of €112,476 (2023: €124,138) to a close family member of key management personnel.
The company is exempt under FRS 102 from disclosing related party transactions with members of the same group that are wholly owned. The transactions with entities controlled by Solventis Limited in the 5 month period prior to the acquisition by Brenntag NV are disclosed below.
The company charged interest of €72,917 (2023: full year €175,000) to Kilfrost Europe Limited.
The company made sales of €322,656 (2023: full year €nil) to Kilfrost Europe NV.
The company made sales of €4,909,602 (2023: full year €6,329,621) and purchases of €12,026,901 (2023: full year €23,439,194) with Solventis Europe NV.
The company made sales of €2,059,512 (2023: full year €3,508,903) and purchases of €88.872 (2023: full year €406,625) with Solventis Solutions Limited.
The company made sales of €857,956 (2023: full year €2,727,448) and purchases of €337,615 (2023: full year €2,792,188) with Solvenox Limited.
On 3 June 2024, the Company was acquired by Brenntag NV, which is part of the Brenntag SE group of companies.
On 14 June 2024, shares in the Company were transferred by Brenntag NV to Brenntag UK Holding Limited, which is also part of the Brenntag SE group of companies.
On 14 June 2024, the company disposed of its 100% interest in Solventis Europe NV to Brenntag NV. The combination was accounted for as a disposal in the accounts of Solventis Limited and an acquisition in the accounts of Brenntag NV.
In the prior year a balance of €7,879,098 of cash equivalents arising from debts sold under an invoice finance agreement were included in current assets under debtors. These have been restated and are now presented under current assets (cash equivalents). The accounts have been restated to correct the comparative figures in Cash Equivalents and Other Debtors as above, with no impact on the income statement.