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Registration number: 03546522

Esterchem Limited
Annual Report and Financial Statements
for the Year Ended 30 June 2025

Esterchem Limited

Contents

Company Information | 1
Strategic Report | 2 to 3
Directors' Report | 4 to 5
Statement of Directors' Responsibilities | 5
Independent Auditor's Report | 6 to 9
Profit and Loss Account | 10
Statement of Comprehensive Income | 11
Balance Sheet | 12
Statement of Changes in Equity | 13
Notes to the Financial Statements | 14 to 28

Esterchem Limited

Company Information

Directors | Mr A D Bray Mr P A Bray Mrs N Bray Mrs L Bray

Registered office | Brooklands Way Basford Lane Industrial Estate Leek Staffordshire ST13 7QF

Auditors | Harts Limited Westminster House 10 Westminster Road Macclesfield Cheshire SK10 1BX

Esterchem Limited

Strategic Report for the Year Ended 30 June 2025

The directors present their strategic report for the year ended 30 June 2025.

Principal activity

The principal activity of the company is the manufacture of esters and related chemicals

Fair review of the business

The results of the company showed a reduction in turnover of £3.8m to £27.0m (2024 - £30.8m) whilst gross profits reduced by £1.5m to £4.8m (2024: £6.3m).
The company made a profit for the year of £0.4m (2024: loss £0.05m). The profitability has been affected by changes in the remuneration and dividend policies as relate to the directors. Excluding director’s remuneration, the results showed a profit for the current year of £0.9m (2024: £1.46m) with net profit margins of 3% (2024: 4%).
The development of the product mix, maintenance of the supply chain has continued and there has been a focus on a programme of improvements to the plant efficiency to maintain the company's competitiveness.
The company prides itself on its innovation and continues to invest in research and development programmes to further produce niche products and refine its manufacturing systems to support further growth. Research and development expenditure totalled £0.24m (2024 - £0.49m) in the year. The company recognises a tax credit of £0.05m in other income relating to its research and development claim with HMRC.
The company continued to maintain its strong working capital position with net current assets of £4.1m (2024: £4.5m) at the year end. Net assets also remained strong and stable at £5.3m (2024 - £5.9m).

The company's key financial and other performance indicators during the year were as follows:

Financial KPIs | Unit | 2025 | 2024
Turnover growth | % | (12.50) | (21.60)
Gross profit margin | % | 17.70 | 20.30
Earnings before interest and taxation margin | % | 2.10 | (.10)
Net profit ratio | % | 1.00 | (.10)

The company will continue to invest profits back into it's engineering, plant and human resources infrastructures to ensure it is well placed to meet current and future demands.

Esterchem Limited

Strategic Report for the Year Ended 30 June 2025

Principal risks and uncertainties

Product risk
As a result of the EU "Reach" directive, all chemical manufacturers are required to register their products and production quantities with a central organisation. The registration of these products involves the use of external consultants and these costs will continue to increase in line with the company's production volume and new product development. The directors anticipate that these additional costs can be met from working capital funding.
Financial risk
In the course of its business, the company is exposed to a number of financial risks: market risk (including interest rate risk, foreign currency risk and other price risk), liquidity risk and credit risk. The presented information shows the susceptibility of the company concerning each of these risks. The Board of Directors reviews and establishes policies for managing each of these risks which are summarised below.
The liquidity risk associated with the bank balances, is managed by maintaining a balance between the continuity of funding and flexibility through the use of overdrafts at variable rates of interest.
The loans to the business comprise of amounts from the directors, bank and from the Bray Family Pension Trust. The company manages the liquidity risk by ensuring that there are sufficient funds to meet the repayments.
Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of any amounts outstanding, in terms of both time and credit limits.
The liquidity risk involved with trade creditors is managed by ensuring that there are sufficient funds available to meet the amounts due.
The company is exposed to financial risk from fluctuating exchange rates from the UK's exit of the EU. The company is involved in both exports and imports from overseas, monitors exchange rates and maintains foreign currency bank accounts. The company is therefore confident that it has the resources and controls to ensure any finance risk from exchange rate fluctuations is mitigated.
The risks arising from inflation (specifically affecting raw material and energy costs) are difficult to mitigate, but the company has taken steps to ensure the increases are being kept to a minimum and they are also built into the long-term pricing plans.

Approved and authorised by the Board on 12 February 2026 and signed on its behalf by:

......................................... Mr A D Bray Director

Esterchem Limited

Directors' Report for the Year Ended 30 June 2025

The directors present their report and the financial statements for the year ended 30 June 2025.

Directors of the company

The directors who held office during the year were as follows:

Mr A D Bray

Mr P A Bray

Mrs N Bray (appointed 16 September 2024)

Mrs L Bray (appointed 16 September 2024)

Dividends

Interim dividends of £865,000 were declared for the year ended 30th June 2025 (2024: £nil).

Research and development

The company develops new and innovative products for a range of different needs. It also has a policy of reviewing its production techniques to further develop its production facilities with unique and new production methods.

Information included in the Strategic Report

The company has chosen in accordance with section 414C(11) of Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out in the company's Strategic Report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Reappointment of auditors

In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of Harts Limited as auditors of the company is to be proposed at the forthcoming Annual General Meeting.

Approved and authorised by the Board on 12 February 2026 and signed on its behalf by:

......................................... Mr A D Bray Director

Esterchem Limited

Directors' Report for the Year Ended 30 June 2025

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

• | select suitable accounting policies and apply them consistently;

• | make judgements and accounting estimates that are reasonable and prudent;

• | state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• | 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.

Esterchem Limited

Independent Auditor's Report to the Members of Esterchem Limited

Opinion

We have audited the financial statements of Esterchem Limited (the 'company') for the year ended 30 June 2025, which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, and 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 30 June 2025 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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's 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 original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the 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.

Esterchem Limited

Independent Auditor's Report to the Members of Esterchem Limited

Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• | the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

We have nothing to report in respect of the following matters 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 5], the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor Responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

• | the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
• | we identified the laws and regulations applicable to the company through discussions with directors and other management;
• | we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including legislation such as the Companies Act 2006, taxation legislation, data protection, employment, environmental Agency and health and safety legislation;
• | we assessed the extent of compliance with the laws and regulations through making enquiries of management and reviewing legal and professional fee invoices.
| We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

Esterchem Limited

Independent Auditor's Report to the Members of Esterchem Limited

• | making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
• | considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
| To address the risk of fraud through management bias and override of controls, we:
• | performed analytical procedures to identify any unusual or unexpected relationships;
• | tested journal entries posted during the period and at the period end to identify unusual transactions; and
• | investigated the rationale behind significant or unusual transactions.
| In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
• | agreeing financial statement disclosures to underlying supporting documentation;
• | enquiring of management as to actual and potential litigation and claims;
• | reviewing correspondence and agreements with HMRC;
• | reviewing legal and professional fees incurred during the period to identify any potential indications of non-compliance with laws and regulations.
| There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
| Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Esterchem Limited

Independent Auditor's Report to the Members of Esterchem 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 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.

......................................
Melissa Bowers FCCA (Senior Statutory Auditor)
For and on behalf of Harts Limited, Statutory Auditor
Westminster House
10 Westminster Road
Macclesfield
Cheshire
SK10 1BX

12 February 2026

Esterchem Limited

Profit and Loss Account for the Year Ended 30 June 2025

| Note | 2025 £ | 2024 £
Turnover | 3 | 26,958,507 | 30,804,048
Cost of sales |  | (22,181,131) | (24,547,936)
Gross profit |  | 4,777,376 | 6,256,112
Distribution costs |  | (2,351,320) | (2,781,930)
Administrative expenses |  | (1,912,966) | (3,525,905)
Other operating income | 4 | 50,031 | 4,214
Operating profit/(loss) | 6 | 563,121 | (47,509)
Other interest receivable and similar income |  | 3,473 | 23,149
Interest payable and similar expenses | 7 | (160,364) | (168,735)
|  | (156,891) | (145,586)
Profit/(loss) before tax |  | 406,230 | (193,095)
Tax on profit/(loss) | 11 | (118,538) | 146,953
Profit/(loss) for the financial year |  | 287,692 | (46,142)

The above results were derived from continuing operations.

The company has no recognised gains or losses for the year other than the results above.

Esterchem Limited

Statement of Comprehensive Income for the Year Ended 30 June 2025

| 2025 £ | 2024 £
Profit/(loss) for the year | 287,692 | (46,142)
Total comprehensive income for the year | 287,692 | (46,142)

Esterchem Limited

(Registration number: 03546522)
Balance Sheet as at 30 June 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Tangible assets | 12 | 1,509,027 | 1,532,948
Current assets |  |  |
Stocks | 13 | 3,137,990 | 3,472,876
Debtors | 14 | 6,125,011 | 6,767,909
Cash at bank and in hand |  | 183,927 | 804,293
|  | 9,446,928 | 11,045,078
Creditors: Amounts falling due within one year | 15 | (5,387,546) | (6,540,074)
Net current assets |  | 4,059,382 | 4,505,004
Total assets less current liabilities |  | 5,568,409 | 6,037,952
Creditors: Amounts falling due after more than one year | 15 | (5,231) | (6,974)
Provisions for liabilities | 16 | (217,930) | (108,422)
Net assets |  | 5,345,248 | 5,922,556
Capital and Reserves |  |  |
Called up share capital |  | 1,000 | 1,000
Retained Earnings | 19 | 5,344,248 | 5,921,556
Shareholders' funds |  | 5,345,248 | 5,922,556

Approved and authorised by the Board on 12 February 2026 and signed on its behalf by:

......................................... Mr A D Bray Director

Esterchem Limited

Statement of Changes in Equity for the Year Ended 30 June 2025

| Share capital £ | Retained Earnings £ | Total £
At 1 July 2024 | 1,000 | 5,921,556 | 5,922,556
Profit for the year | - | 287,692 | 287,692
Dividends | - | (865,000) | (865,000)
At 30 June 2025 | 1,000 | 5,344,248 | 5,345,248

| Share capital £ | Retained Earnings £ | Total £
At 1 July 2023 | 1,000 | 5,967,698 | 5,968,698
Loss for the year | - | (46,142) | (46,142)
At 30 June 2024 | 1,000 | 5,921,556 | 5,922,556

Esterchem Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

1 | General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Brooklands Way
Basford Lane Industrial Estate
Leek
Staffordshire
ST13 7QF

These financial statements were authorised for issue by the Board on 12 February 2026.

2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention.

The financial statements cover the company as an individual entity and are presented in Pounds Sterling (£) being the functional currency.

Summary of disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
• the requirements of Section 7 Statement of Cash Flows;
• the requirement of paragraph 3.17(d);
• the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
• the requirement of paragraph 33.7.
This information is included in the consolidated financial statements of Ester Group Limited as at 30 June 2024.

Going concern

The financial statements have been prepared on a going concern basis.

Esterchem Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

Judgements

In the application of the company's accounting policies, 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 based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Information about the significant judgements and estimates required in the provision of the financial statements is provided below in "Key sources of estimation uncertainty".

Key sources of estimation uncertainty

- Useful lives of depreciable assets
Management reviews the useful economic lives of depreciable assets at each report date so as to allocate the cost of assets, less their residual value, over their estimated useful lives. Uncertainties in these estimates relate to technological obsolescence and physical deterioration. The carrying amount is £Nil (2024 -£1,532,948).

- Valuation of stock
Cost of stock includes costs of conversion and other costs incurred in bringing the stock to their present location and conditions. These costs have been estimated by applying a percentage based on stock held at the year end against purchase made during the year to direct costs incurred. The carrying amount is £Nil (2024 -£3,472,876).

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, after taking account of trade discounts, settlement discounts and volume rebates, excluding value added tax and other sales taxes.
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
- the Company has transferred the significant risks and rewards of ownership to the buyer;
- the Company retains neither continuing managerial involvement to the degree usually associated
with the ownership nor effective control over the goods sold;
- the amount of revenue can be measured reliably;
- it is probable that the Company will receive the consideration due under the transaction; and
- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.

Foreign currency transactions and balances

Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date.
Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates. Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Esterchem Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

Research and development

Expenditure on research and development is written off in the year in which it is incurred.
The RDEC receivable is recognised when there is reasonable assurance that the entity has complied with the conditions of the scheme and that the credit will be received.
The credit is recognised in the profit and loss account as other income, matched against the qualifying research and development expenditure to which it relates. Any amounts receivable at the reporting date are included within debtors.
Where the credit is settled by way of a reduction in corporation tax payable, it is offset against the corporation tax liability when the right to offset arises.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Leasehold property | 4% straight line
Freehold property | 4% straight line
Land | Nil
Plant and machinery | 15% reducing balance
Fixtures and fittings | 25% reducing balance
Office equipment | 25% reducing balance
Commercial motor vehicles | 25% reducing balance

Esterchem Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Esterchem Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Esterchem Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

Financial instruments

Financial assets and financial liabilities are recognised when the company becomes a party to the contractual provisions of the instrument.
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.
(i) Financial assets and liabilities
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Financial assets and liabilities are only offset in the statement of financial position when, and only when there exists a legally enforceable right to set off the recognised amounts and the company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Debt instruments which meet the conditions for basic financial instruments set out by the FRC in 'Amendments to FRS102: Basic Financial Instruments and Hedge Accounting' are subsequently measured at amortised cost using the effective interest method.
Debt instruments that are classified as payable or receivable within one year on initial recognition and which meet these conditions are measured at the undiscounted amount of the cash or other consideration expected to be paid or received, net of impairment.
Financial assets are derecognised when and only when (a) the contractual rights to the cash flows from the financial asset expire or are settled, (b) the company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or (c) the company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.
Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Esterchem Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

3 | Turnover

The analysis of the company's revenue for the year from continuing operations is as follows:

| 2025 £ | 2024 £
Sale of goods | 26,958,507 | 30,804,048

An analysis of turnover by geographical market is given below:

| 2025 £ | 2024 £
United Kingdom | 9,034,309 | 8,936,288
Europe | 15,248,647 | 19,050,980
Rest of the world | 2,675,551 | 2,816,780
| 26,958,507 | 30,804,048

4 | Other operating income

The analysis of the company's other operating income for the year is as follows:

| 2025 £ | 2024 £
Government grants | 2,324 | 3,099
Miscellaneous other operating income | 47,707 | 1,115
| 50,031 | 4,214

5 | Government grants

Included in government grant income is the release of £2,324 (2024 - £3,099) in respect of capital grants for investment in plant and machinery and £nil (2024 - £1,115) other grants. No other forms of government assistance was received during the year. There are no unfulfilled conditions or other contingencies attached to the grant income.

The amount of grants recognised in the financial statements was £2,324 (2024 - £3,099).

6 | Operating profit/(loss)

Arrived at after charging/(crediting)

| 2025 £ | 2024 £
Depreciation expense | 252,271 | 256,207
Foreign exchange gains | (128,895) | (10,980)
Operating lease expense - plant and machinery | 131,057 | 118,666
Operating lease expense - other | - | 2,640

Esterchem Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

7 | Interest payable and similar expenses

| 2025 £ | 2024 £
Interest expense on other finance liabilities | - | 642
Other finance costs | 160,364 | 168,093
| 160,364 | 168,735

8 | Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

| 2025 £ | 2024 £
Wages and salaries | 3,051,526 | 4,178,230
Social security costs | 335,281 | 474,817
Other short-term employee benefits | 64,837 | 55,862
Pension costs, defined contribution scheme | 165,186 | 165,536
| 3,616,830 | 4,874,445

The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:

| 2025 No. | 2024 No.
Production | 49 | 45
Administration and support | 24 | 24
Sales, marketing and distribution | 3 | 5
| 76 | 74

9 | Directors' remuneration

The directors' remuneration for the year was as follows:

| 2025 £ | 2024 £
Remuneration | 402,004 | 1,502,107
Contributions paid to money purchase schemes | 2,726 | -
| 404,730 | 1,502,107

In respect of the highest paid director:

| 2025 £ | 2024 £
Remuneration | 173,162 | 751,226

Esterchem Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

10 | Auditors' remuneration

| 2025 £ | 2024 £
Audit of the financial statements | 17,291 | 23,338

11 | Taxation

Tax charged/(credited) in the income statement

| 2025 £ | 2024 £
Current taxation |  |
UK corporation tax | 9,030 | -
Deferred taxation |  |
Arising from origination and reversal of timing differences | 109,508 | (146,953)
Tax expense/(receipt) in the income statement | 118,538 | (146,953)

Esterchem Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2024 - lower than the standard rate of corporation tax in the UK) of 25% (2024 - 25%).
The differences are reconciled below:

| 2025 £ | 2024 £
Profit/(loss) before tax | 406,230 | (193,095)
Corporation tax at standard rate | 101,558 | (48,274)
Effect of expense not deductible in determining taxable profit (tax loss) | 1,144 | 2,680
Effect of tax losses | (909) | (909)
Deferred tax expense (credit) from unrecognised tax loss or credit | 109,508 | 23,435
Tax increase (decrease) from effect of capital allowances and depreciation | 2,421 | (18,398)
Tax increase (decrease) from effect of adjustment in research and development tax credit | (95,184) | (105,487)
Total tax charge/(credit) | 118,538 | (146,953)

Deferred tax

Deferred tax assets and liabilities

2025 | Asset £ | Liability £
Accerlerated capital allowances over depreciation charged | - | 283,195
Tax losses carried forward | 65,265 | -
| 65,265 | 283,195

2024 | Asset £ | Liability £
Accerlerated capital allowances over depreciation charged | - | 278,810
Tax losses carried forward | 170,388 | -
| 170,388 | 278,810

Esterchem Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

12 | Tangible assets

| Land and buildings £ | Furniture, fittings and equipment £ | Motor vehicles £ | Plant and machinery £ | Total £
Cost or valuation
At 1 July 2024 | 503,680 | 288,694 | 10,999 | 9,755,519 | 10,558,892
Additions | 18,355 | 7,187 | - | 202,809 | 228,351
At 30 June 2025 | 522,035 | 295,881 | 10,999 | 9,958,328 | 10,787,243
Depreciation
At 1 July 2024 | 271,598 | 248,535 | 9,747 | 8,496,065 | 9,025,945
Charge for the year | 20,775 | 11,832 | 312 | 219,352 | 252,271
At 30 June 2025 | 292,373 | 260,367 | 10,059 | 8,715,417 | 9,278,216
Carrying amount
At 30 June 2025 | 229,662 | 35,514 | 940 | 1,242,911 | 1,509,027
At 30 June 2024 | 232,082 | 40,162 | 1,252 | 1,259,452 | 1,532,948

The value of land and buildings £229,622 (2024 - £232,082) is made up entirely of short leasehold land and buildings.
The total net book value of assets with a carrying value of £1,509,027 (2024 - £1,532,948) is pledged as security for bank borrowings.

Esterchem Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

13 | Stocks

| 2025 £ | 2024 £
Raw materials and consumables | 500,642 | 1,068,549
Work in progress | 158,417 | 183,244
Finished goods and goods for resale | 2,478,931 | 2,221,083
| 3,137,990 | 3,472,876

Stocks with a carrying value of £3,137,990 (2024 - £3,472,876) is pledged as security for bank borrowings.

14 | Debtors

Current | Note | 2025 £ | 2024 £
Trade debtors |  | 3,574,707 | 4,219,112
Amounts owed by related parties | 22 | 2,373,224 | 2,283,137
Other debtors |  | 53,892 | 142,264
Prepayments |  | 84,691 | 123,396
Income tax asset | 11 | 38,497 | -
|  | 6,125,011 | 6,767,909

15 | Creditors

| Note | 2025 £ | 2024 £
Due within one year |  |  |
Loans and borrowings | 20 | 2,104,592 | 2,190,016
Trade creditors |  | 2,381,205 | 3,329,299
Amounts due to related parties | 22 | 71 | 71
Social security and other taxes |  | 75,026 | 122,955
Outstanding defined contribution pension costs |  | 24,503 | 25,743
Other payables |  | 3,849 | 941
Accrued expenses |  | 796,557 | 868,725
Deferred income |  | 1,743 | 2,324
|  | 5,387,546 | 6,540,074
Due after one year |  |  |
Deferred income |  | 5,231 | 6,974

Esterchem Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

16 | Provisions for liabilities

| Deferred tax £ | Total £
At 1 July 2024 | 108,422 | 108,422
Increase (decrease) in existing provisions | 109,508 | 109,508
At 30 June 2025 | 217,930 | 217,930

17 | Pension and other schemes

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £165,186 (2024 - £165,536).
Contributions totalling £24,503 (2024 - £25,743) were payable to the scheme at the end of the year and are included in creditors.

18 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary A of £1 each | 250 | 250 | 250 | 250
Ordinary B of £1 each | 240 | 240 | 240 | 240
Ordinary C of £1 each | 340 | 340 | 340 | 340
Ordinary D of £1 each | 170 | 170 | 170 | 170
| 1,000 | 1,000 | 1,000 | 1,000

All shares rank pari passu in all respects. There are no restrictions on the distribution of dividends and the repayment of capital. All shares are entitled to one vote under any circumstances, and carry the same rights on winding up.

19 | Reserves

Retained earnings

Retained earnings represents the accumulated profits less accumulated losses and distributions up to the reporting date. This is a distributable reserve.

Esterchem Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

20 | Loans and borrowings

| 2025 £ | 2024 £
Current loans and borrowings
Bank borrowings | 2,104,592 | 2,190,016

Bank Borrowings

The invoice discounting facility of £2,104,592 (2024- £2,190,016) is secured by a fixed and floating charge over all assets of the company.

21 | Obligations under leases and hire purchase contracts

Operating leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 115,758 | 152,837
Later than one year and not later than five years | 147,776 | 293,293
Later than five years | - | 50,985
| 263,534 | 497,115

The amount of non-cancellable operating lease payments recognised as an expense during the year was £198,110 (2024 - £187,218).

Esterchem Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

22 | Related party transactions

Bray Family Pension Trust
The company occupies land and buildings owned by the Bray Family Pension Trust, in which the following directors, Mr A Bray, Mr P Bray and Mr D Bray are all beneficiaries. The Bray Family Pension Trust provided a loan of £400,000 in February 2019.
During the year the company paid rent of £67,053 (2024 - £66,092) to the Bray Family Trust. At the year end £nil (2024 - £nil) was outstanding in relation to rents.
The company made loan repayments during the year of £nil (2024 - £57,500) and was charged interest in the year of £nil (2024 - £642) in relation to the loan with the Bray Family Trust. The loan was fully repaid by 30th June 2024.
Key management
During the year, close family members of key management received salary, pensions and benefits from the company totalling £126,287 (2024 - £304,820). No balances were outstanding at the year end.
Group balances
The company made loans to group companies during the year.
A loan of £7,995 (2024: £98,707) was made during the year to Ester Group Ltd, the company's parent company. The outstanding loan at the end of the year was £2,263,320 (2024: £2,255,325).
A loan of £82,091 (2024: £7,700) was made during the year to Esterchem (2022) Ltd, a fellow subsidiary company. The outstanding loan at the end of the year was £109,903 (2024: £27,812).
The loans are repayable on demand and interest free.

23 | Parent and ultimate parent undertaking

The company's immediate parent is Ester Group Limited, incorporated in England and Wales.
These consolidated group financial statements are available upon request from Brooklands Way, Basford Lane Industrial Estate, Leek, Staffordshire, ST13 7QF.

There is no ultimate controlling party.