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Registered number: 03847035 FACI ECHEM LTD ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
FACI ECHEM LTD COMPANY INFORMATION
Directors | F Rossi
| R D Macmillan
Registered number | 03847035
Registered office | Burley House
| 147 Kirkstall Road
| Leeds
| West Yorkshire
| LS3 1JN
Independent auditors | MHA Statutory Auditors & Chartered Accountants
| 6th Floor
| 2 London Wall Place
| London
| EC2Y 5AU
FACI ECHEM LTD CONTENTS
| Page
Strategic Report | 1 - 3
Directors' Report | 4 - 5
Independent Auditors' Report | 6 - 10
Statement of Comprehensive Income | 9
Balance Sheet | 10
Statement of Changes in Equity | 11
Notes to the Financial Statements | 12 - 27
FACI ECHEM LTD STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The directors present their strategic report for the year ended 31 December 2025. FACI eChem Ltd specialises in the production and distribution of high-performance chemical additives used in a wide range of industrial applications, including plastics, rubber, coatings, construction materials, pharmaceuticals and personal care products. The Company forms part of the FACI Group, an international oleochemical group operating through manufacturing and commercial subsidiaries across Europe, Asia and North America
Business review
The Company delivered a strong financial performance during 2025 despite a market environment characterised by continued uncertainty in the European manufacturing sector and ongoing volatility in raw material markets. Turnover increased slightly from £9.6 million to £9.8 million, while profitability improved significantly. Profit before taxation increased from £559k to £1.1 million and profit after taxation increased from £406k to £816k. Net assets increased from £8.0 million to £8.8 million. The improvement in profitability was supported by continued cost discipline, efficient management of working capital and a favourable contribution from financial income and foreign exchange movements. As an export-oriented business, the Company generates a significant proportion of its sales in Euro while a substantial part of its operating cost base is denominated in Pound Sterling. During 2025, exchange rate movements had a positive impact on the Company's results and contributed to the improvement in profitability.
Principal risks and uncertainties
Credit Risk The Company maintains a diversified and well-established customer portfolio. Credit exposure is continuously monitored and customer credit limits are regularly reviewed. No significant bad debts were incurred during the year. Liquidity Risk The Company operates within the Group's treasury structure and continues to benefit from the financial support and cash management arrangements of the wider FACI Group. The Directors are satisfied that sufficient financial resources are available to support ongoing operations. Foreign Exchange Risk The Company is exposed to currency fluctuations arising from sales and purchases denominated in different currencies, principally EUR and GBP. Exchange rate movements are monitored continuously and managed through the Group treasury function. Market Risk The European manufacturing sector continues to face challenges linked to geopolitical uncertainty, regulatory developments and weak industrial demand. The Company mitigates these risks through product diversification, long-standing customer relationships and a focus on speciality products with higher added value. Page 1
FACI ECHEM LTD STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Research & development
Research and development activities are coordinated at Group level. The Company continues to benefit from technical knowledge, product development and regulatory support provided by other companies within the FACI Group.
Financial key performance indicators
The company's key financial and other performance indicators during the year were as follows: The Company recorded a modest increase in both turnover and sales volumes during the year. Whilst market conditions in the United Kingdom remained challenging, particularly in the industrial and manufacturing sectors, the Company benefited from a favourable product mix and from export sales that partially offset the continuing contraction of domestic demand. The markets served by the Company continue to be influenced by a combination of economic uncertainty, geopolitical tensions and increasing competitive pressure from non-European producers. These factors have affected customers’ investment decisions and, more generally, the level of industrial activity across several sectors in which the Company operates. Despite these challenges, the Company maintained satisfactory operating performance and profitability. The business continued to benefit from its established customer base, technical expertise and close integration within the wider FACI Group. A particularly positive contribution to the result for the year arose from foreign exchange movements. The Company’s sales are predominantly denominated in Euro whilst a significant proportion of purchases are made in Pound Sterling. During 2025, exchange rate movements generated a favourable impact on profitability, contributing to the improvement in profit before tax compared with the previous year. Raw material markets remained characterised by volatility throughout the year. Prices of vegetable oils, fatty acids and their derivatives continued to be influenced by geopolitical developments, transportation costs, regulatory requirements and uncertainty surrounding international trade policies. Whilst fluctuations were generally less extreme than in previous years, they remained frequent and difficult to predict. The Company continues to operate within the Group cash pooling structure managed by Faci Corporate S.p.A. This centralised treasury system optimises liquidity management across the Group and provides financial flexibility to support working capital requirements and future development opportunities. The Directors remain satisfied with the overall financial strength of the Group and the Company's position within it. Page 2
FACI ECHEM LTD STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Business development in 2026
The Directors expect market conditions during 2026 to remain challenging and characterised by a high degree of uncertainty. Ongoing geopolitical tensions, changes in international trade policies and the continuing pressure on European industrial production are expected to influence customer demand and investment decisions. The European chemical industry continues to face structural challenges, including high energy costs, increasing regulatory requirements and competition from producers operating in regions with lower production costs and less burdensome regulatory frameworks. These factors may continue to affect the markets served by the Company. Despite these challenges, the Directors believe that the Company is well positioned to continue operating successfully. The business benefits from a diversified customer portfolio, strong technical know-how and the support of the wider FACI Group. The Company has also demonstrated resilience in adapting to changing market conditions and maintaining profitability despite a difficult economic environment. The Directors expect export activity to continue to play an important role in supporting sales performance and partially mitigating the effects of the gradual decline in domestic industrial demand. Although visibility remains limited and forecasting beyond the short term remains difficult, current trading and customer discussions provide grounds for cautious confidence. The Directors therefore believe that the Company is well placed to maintain satisfactory operating performance during 2026. Going concern The financial statements have been prepared on a going concern basis for a period of at least twelve months from the date of approval of these financial statements. The Directors have assessed the Company's ability to continue as a going concern taking into consideration its financial performance, forecast cash flows, available financing arrangements and the continued support of the wider FACI Group. As part of the Group's centralised treasury management arrangements, surplus cash balances are regularly transferred to the parent company, Faci Corporate S.p.A.The Directors are satisfied, by virtue of the involvement of F. Rossi in the board of the ultimate parent company, Euchemia S.p.A., which provides direct knowledge of the Group's financial position and strategic priorities, that the Group has both the intention and the ability to continue making available such funds as are needed by the Company for at least twelve months from the date of approval of these financial statements and for the foreseeable future. The Directors have reviewed the Company's forecasts and considered the principal risks and uncertainties affecting the business. Based on this assessment, together with the financial resources available within the Group, they have a reasonable expectation that the Company will continue to operate and meet its obligations as they fall due. Accordingly, the Directors consider it appropriate to prepare the financial statements on the going concern basis. This report was approved by the board on 16 July 2026 and signed on its behalf.
F Rossi Director
Page 3
FACI ECHEM LTD DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Results and dividends
The profit for the year, after taxation, amounted to £816,004 (2024 - £406,143). No dividends were paid during the year.
Proposed dividend
The directors do not recommend the payment of a dividend.
Directors
The directors who served during the year were:
F Rossi
R D Macmillan
Directors' responsibilities statement
The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Company'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 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Page 4
FACI ECHEM LTD DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Political contributions
The company made no political donations or incurred any political expenditure during the year.
Other information
An indication of likely future developments in the business and particulars of significant events which have occurred since the end of the financial year have been included in the strategic report.
Post balance sheet events
The Directors are not aware of any significant events occurring after the balance sheet date requiring disclosure in these financial statements.
Auditors
The auditors, MHA Audit Services LLP, will be proposed for reappointment in accordance with Chapter 3 of Part 16 of the Companies Act 2006. This report was approved by the board on 16 July 2026 and signed on its behalf.
................................................ F Rossi Director
Page 5
FACI ECHEM LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FACI ECHEM LTD Opinion We have audited the financial statements of Faci Echem Ltd (the ‘company’) for the year ended 31 December 2025 which comprise the statement of comprehensive income, balance sheet, statement of changes in equity and notes to the financial statements, including material accounting policies. The financial reporting framework that has been applied in the preparation of the company’s financial statements 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 31 December 2025 and of the Company’s 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 ethical responsibilities in accordance with those requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Conclusions relating to going concern In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Other information The other information comprises the information included in the annual report other than the financial statements and our auditor’s 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. Page 6
FACI ECHEM LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FACI ECHEM LTD Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the strategic report and the 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 material misstatements in the strategic report or the directors’ report. Matters on which we are required to report by exception We have nothing to report in respect of the following matters in relation to which 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 directors’ responsibilities statement, 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud is detailed below: ∙Enquiry of management, those charged with governance and the entity’s solicitors (or in-house legal team) Page 7
FACI ECHEM LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FACI ECHEM LTD around actual and potential litigation and claims; ∙Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations; ∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias; ∙Reviewing minutes of meetings of those charged with governance; ∙Performing substantive tests of detail over the completeness/existence of income within the financial system; ∙Performing substantive analytical review procedures reconciling expected income from corroborating evidence to that which had been recorded in the financial statements to ensure that income was complete; ∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. 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 FRC’s website at: . This description forms part of our auditor’s report. 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. Francesco Lepri ACA (Senior statutory auditor) for and on behalf of MHA, Statutory Audit London United Kingdom 16 July 2026 MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542) Page 8
FACI ECHEM LTD STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 9,752,980 | 9,638,162
Cost of sales |  | (7,604,278) | (7,431,335)
Gross profit |  | 2,148,702 | 2,206,827
Administrative expenses |  | (1,095,310) | (1,682,775)
Operating profit | 5 | 1,053,392 | 524,052
Interest receivable and similar income | 9 | 251,403 | 168,516
Interest payable and similar expenses | 10 | (200,551) | (133,781)
Profit before tax |  | 1,104,244 | 558,787
Tax on profit | 11 | (288,240) | (152,644)
Profit for the financial year |  | 816,004 | 406,143
There was no other comprehensive income for 2025 (2024 - £Nil).
The notes on pages 12 to 27 form part of these financial statements.
Page 9
FACI ECHEM LTD REGISTERED NUMBER: 03847035 BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible fixed assets |  |  | 13,922 |  | 19,539
Tangible fixed assets |  |  | 1,454,280 |  | 1,512,978
|  |  | 1,468,202 |  | 1,532,517
Current assets |  |  |  |  |
Stocks | 14 | 1,291,084 |  | 1,217,380 |
Debtors: amounts falling due within one year | 15 | 12,643,475 |  | 9,698,269 |
Cash at bank and in hand | 16 | 85,328 |  | 91,947 |
|  | 14,019,887 |  | 11,007,596 |
Creditors: amounts falling due within one year | 17 | (6,548,618) |  | (4,408,954) |
Net current assets |  |  | 7,471,269 |  | 6,598,642
Total assets less current liabilities |  |  | 8,939,471 |  | 8,131,159
Provisions for liabilities |  |  |  |  |
Deferred tax | 18 | (134,022) |  | (141,714) |
|  |  | (134,022) |  | (141,714)
Net assets |  |  | 8,805,449 |  | 7,989,445
Capital and reserves |  |  |  |  |
Called up share capital | 19 |  | 177,070 |  | 177,070
Share premium account | 20 |  | 15,137 |  | 15,137
Revaluation reserve | 20 |  | 551,266 |  | 551,266
Capital redemption reserve | 20 |  | 24,362 |  | 24,362
Profit and loss account | 20 |  | 8,037,614 |  | 7,221,610
|  |  | 8,805,449 |  | 7,989,445
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 16 July 2026.
F Rossi
Director
The notes on pages 12 to 27 form part of these financial statements. Page 10
FACI ECHEM LTD STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Share premium account | Capital redemption reserve | Revaluation reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £ | £
At 1 January 2024 | 177,070 | 15,137 | 24,362 | 551,266 | 6,815,467 | 7,583,302
Profit for the year | - | - | - | - | 406,143 | 406,143
At 1 January 2025 | 177,070 | 15,137 | 24,362 | 551,266 | 7,221,610 | 7,989,445
Profit for the year | - | - | - | - | 816,004 | 816,004
At 31 December 2025 | 177,070 | 15,137 | 24,362 | 551,266 | 8,037,614 | 8,805,449
| The notes on pages 12 to 27 form part of these financial statements.
Page 11
FACI ECHEM LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Faci eChem Ltd is a private limited company, limited by shares, incorporated in England and Wales, registration number 03847035. The registered office is Burley House, 147 Kirkstall Road, Leeds, LS3 1JN. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
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 management to exercise judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Financial Report Standard FRS 102 - reduced disclosure exemption
The Company’s parent undertaking, Euchemia Spa, includes the Company in its consolidated financial statements. The consolidated financial statements of Echemia Spa are prepared in accordance with Italian GAAP as adopted by the EU and are available to the public and may be obtained from Camera di Commercia, Genova. In these financial statements, the company is considered to be a qualifying entity (for the purposes of this FRS) and has applied the exemptions available under FRS 102 in respect of the following disclosures; • Reconciliation of the number of shares outstanding from the beginning to end of the period; • Cash Flow Statement and related notes; and • Key Management Personnel compensation. As the consolidated financial statements of Euchemia Spa include the disclosures equivalent to those required by FRS 102, the Company has also taken the exemptions available in respect of the following disclosures; Certain disclosures required by FRS 102.11 Basic Financial Instruments and FRS 102.12 Other Financial Instrument Issues in respect of financial instruments not falling within the fair value accounting rules of Paragraph 36(4) of Schedule 1. Page 12
FACI ECHEM LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.3 | Going concern
The financial statements have been prepared on a going concern basis for a period of at least twelve months from the date of approval of these financial statements. The Directors have assessed the Company's ability to continue as a going concern taking into consideration its financial performance, forecast cash flows, available financing arrangements and the continued support of the wider FACI Group. As part of the Group's centralised treasury management arrangements, surplus cash balances are regularly transferred to the parent company, Faci Corporate S.p.A.The Directors are satisfied, by virtue of the involvement of F. Rossi in the board of the ultimate parent company, Euchemia S.p.A., which provides direct knowledge of the Group's financial position and strategic priorities, that the Group has both the intention and the ability to continue making available such funds as are needed by the Company for at least twelve months from the date of approval of these financial statements and for the foreseeable future. The Directors have reviewed the Company's forecasts and considered the principal risks and uncertainties affecting the business. Based on this assessment, together with the financial resources available within the Group, they have a reasonable expectation that the Company will continue to operate and meet its obligations as they fall due. Accordingly, the Directors consider it appropriate to prepare the financial statements on the going concern basis.
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. Page 13
FACI ECHEM LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.5 | Revenue
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, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods 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 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.
| 2.6 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
| 2.7 | Interest Income
Interest income is recognised in the statement of comprehensive income using the effective interest method. It arises on intercompany balances governed by the Group treasury arrangement, under which amounts are treated as short-term loans for both accounting and tax purposes.
| 2.8 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.9 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds. Page 14
FACI ECHEM LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.10 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. The Company is out of scope of the OECD Pillar Two model rules.
| 2.11 | Intangible assets
Intangible assets are initially recognised at cost and are subsequently carried at cost less accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. Amortisation is charged on a straight-line basis over the estimated useful life of each asset. Amortisation is provided on the following bases:
|  |  |  | Reach registration | - | 10% | straight line
|  |  |  | Trademarks | - | 10% | straight line
|  |  |  | Computer Software | - | 20% | straight line
| 2.12 | Tangible fixed 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. Page 15
FACI ECHEM LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.12 | Tangible fixed assets (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:
|  |  |  | Freehold property | - | 5% | straight line
|  |  |  | Plant and machinery | - | 10% | straight line
|  |  |  | Motor vehicles | - | 25% | straight line
|  |  |  | Fixtures and fittings | - | 10% | straight line
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 profit or loss.
| 2.13 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each balance sheet date, stocks are assessed for impairment. If stock is 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.
| 2.14 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.15 | Cash and cash equivalents
Cash and cash equivalents comprise cash balance and call deposits.
| 2.16 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. Page 16
FACI ECHEM LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.17 | Provisions for liabilities
Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation. Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the Balance Sheet. Increases in provisions are generally charged as an expense to profit or loss.
| 2.18 | Financial instruments
The Company only enters into basic financial instrument transactions. Financial assets and liabilities are recognised when the Company becomes party to the contractual provisions of the instrument. Short-term financial assets and liabilities, including trade debtors, trade creditors and accruals, are measured at transaction price, being the undiscounted amount expected to be received or paid . Intercompany balances arising under the Group treasury arrangement are measured initially at transaction price and subsequently at amortised cost using the effective interest method. Financial assets are assessed for objective evidence of impairment at each balance sheet date. Where impairment is identified, the carrying amount is reduced accordingly and the loss recognised in profit or loss. Financial assets and liabilities are offset and the net amount reported in the balance sheet only where there is a legally enforceable right of set-off and an intention to settle on a net basis or simultaneously.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In the application of the Company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both future and current periods. There are no accounting estimate or judgements that directors believe require disclosing. Page 17
FACI ECHEM LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Chemical manufacture and distribution | 9,665,828 | 9,530,800
| Other income | 87,152 | 107,362
|  | 9,752,980 | 9,638,162
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 6,582,922 | 6,003,030
| Rest of Europe | 1,440,475 | 2,074,245
| Rest of World | 1,729,583 | 1,560,887
|  | 9,752,980 | 9,638,162
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Depreciation of tangible fixed assets | 141,120 | 152,947
| Amortisation of intangible assets, including goodwill | 5,617 | 6,005
| Exchange differences | (333,362) | 265,239
| Other operating lease rentals | 12,562 | 12,508
| Defined contribution pension cost | 79,672 | 75,242
6. | Auditors' remuneration
|  | 2025 | 2024
|  | £ | £
| Audit fees | 8,600 | 15,104
|  | 8,600 | 15,104
Page 18
FACI ECHEM LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
7. | Directors' remuneration
|  | 2025 | 2024
|  | £ | £
| Directors' emoluments | 63,825 | 82,969
|  | 63,825 | 82,969
8. | Employees
| Staff costs were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 816,456 | 802,258
| Social security costs | 96,534 | 79,452
| Cost of defined contribution scheme | 79,672 | 75,242
|  | 992,662 | 956,952
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Manufacturing | 10 | 10
|  | Office | 11 | 11
|  |  | 21 | 21
9. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Interest receivable from group companies | 251,097 | 166,813
| Other interest receivable | 306 | 1,703
|  | 251,403 | 168,516
Page 19
FACI ECHEM LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loans from group undertakings | 200,551 | 133,781
|  | 200,551 | 133,781
11. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 295,932 | 156,664
| Adjustments in respect of previous periods | - | 2,350
|  | 295,932 | 159,014
| Total current tax | 295,932 | 159,014
| Deferred tax |  |
| Origination and reversal of timing differences | (7,692) | (6,370)
| Total deferred tax | (7,692) | (6,370)
| Tax on profit | 288,240 | 152,644
Page 20
FACI ECHEM LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 11.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 1,104,244 | 558,787
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 276,061 | 139,697
| Effects of: |  |
| Fixed asset differences | 12,179 | 665
| Adjustment to tax charge in respect of previous periods | - | 2,350
| Movement in deferred tax not recognised | - | 9,932
| Total tax charge for the year | 288,240 | 152,644
Page 21
FACI ECHEM LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Intangible assets
|  | Trademarks | Computer software | Reach registration | Total
|  | £ | £ | £ | £
| Cost |  |  |  |
| At 1 January 2025 | 10,506 | 46,786 | 205,147 | 262,439
| At 31 December 2025 | 10,506 | 46,786 | 205,147 | 262,439
| Amortisation |  |  |  |
| At 1 January 2025 | 10,116 | 41,553 | 191,231 | 242,900
| Charge for the year on owned assets | 390 | 1,847 | 3,380 | 5,617
| At 31 December 2025 | 10,506 | 43,400 | 194,611 | 248,517
| Net book value |  |  |  |
| At 31 December 2025 | - | 3,386 | 10,536 | 13,922
| At 31 December 2024 | 390 | 5,233 | 13,916 | 19,539
Page 22
FACI ECHEM LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
13. | Tangible fixed assets
|  | Freehold property | Plant and machinery | Motor vehicles | Fixtures and fittings | Total
|  | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |
| At 1 January 2025 | 836,041 | 3,331,352 | 75,350 | 215,494 | 4,458,237
| Additions | - | 105,675 | - | 872 | 106,547
| Disposals | - | - | (38,600) | - | (38,600)
| Transfers between classes | - | (3,208) | - | 3,208 | -
| At 31 December 2025 | 836,041 | 3,433,819 | 36,750 | 219,574 | 4,526,184
| Depreciation |  |  |  |  |
| At 1 January 2025 | 314,847 | 2,403,106 | 37,444 | 189,862 | 2,945,259
| Charge for the year on owned assets | 22,802 | 104,843 | 9,188 | 4,287 | 141,120
| Disposals | - | - | (14,475) | - | (14,475)
| Transfers between classes | - | (802) | - | 802 | -
| At 31 December 2025 | 337,649 | 2,507,147 | 32,157 | 194,951 | 3,071,904
| Net book value |  |  |  |  |
| At 31 December 2025 | 498,392 | 926,672 | 4,593 | 24,623 | 1,454,280
| At 31 December 2024 | 521,194 | 928,246 | 37,906 | 25,632 | 1,512,978
14. | Stocks
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Raw materials and consumables | 433,073 | 540,105
| Finished goods and goods for resale | 858,011 | 677,275
|  | 1,291,084 | 1,217,380
| Raw materials, consumables and changes in finished goods recognised as cost of sales in the year amounted to £5,954,176 (2024 - £5,781,128). Stocks are stated net of a provision for impairment of £65,673 (2024 — £70,502).
Page 23
FACI ECHEM LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 1,365,386 | 1,690,021
| Amounts owed by group undertakings | 11,188,942 | 7,927,998
| Other debtors | 9,129 | 3,779
| Prepayments and accrued income | 80,018 | 76,471
|  | 12,643,475 | 9,698,269
| Amounts owed by group undertakings represent the Company's net position under the cash pooling arrangement managed by Faci Corporate SpA. These amounts bear interest at 3.46%, are unsecured and repayable on demand.
16. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 85,328 | 91,947
|  | 85,328 | 91,947
17. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 1,023,324 | 910,723
| Amounts owed to group companies | 5,190,459 | 3,279,423
| Corporation tax | 146,053 | 156,664
| Other taxation and social security | 178,604 | 50,906
| Accruals and deferred income | 10,178 | 11,238
|  | 6,548,618 | 4,408,954
| Amounts owed to group undertakings relate to cash pooling management with Faci Corporate SpA. These amounts bear interest at 5.21%, are unsecured and repayable on demand.
Page 24
FACI ECHEM LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
18. | Deferred taxation
|  | 2025 | 2024
|  | £ | £
| At beginning of year | (141,714) | (148,084)
| Charged to profit or loss | 7,692 | 6,370
| At end of year | (134,022) | (141,714)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fixed asset timing differences | (153,613) | (161,922)
| Short term timing differences | 19,591 | 20,208
|  | (134,022) | (141,714)
19. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 177,070 (2024 - 177,070) Ordinary Share shares of £1.00 each | 177,070 | 177,070
Page 25
FACI ECHEM LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
20. | Reserves
Share premium account The share premium account includes any premiums received on the issue of share capital. Any transaction costs associated with the issuing of shares are deducted from the share premium. Revaluation reserve On transition to FRS 102 in the financial year ended 31 December 2015 the Company opted to use the 3rd party revaluation undertaken in June 2010 as deemed cost. Subsequent to the transition to FRS 102 the Company holds freehold buildings at amortised cost. The revaluation reserve therefore represents revaluation of freehold buildings prior to the transition to FRS 102. Capital redemption reserve The capital redemption reserve records the nominal value of shares repurchased by the company. Profit and loss account The profit and loss accounts includes all brought forward retained earnings.
21. | Pension commitments
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. Charge to the profit and loss during the year was £79,672 (2024 - £75,242) and amount payable at year end was £12,690 (2024 - £10,330).
22. | Commitments under operating leases
| At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 12,562 | 12,508
|  | 12,562 | 12,508
| During the year £12,562 (2024 - £12,508) was recognised as an expense in the profit and loss account in respect of operating leases.
Page 26
FACI ECHEM LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
23. | Related party transactions
24. | Post balance sheet events
No significant events have been recorded.
25. | Controlling party
The immediate parent company is FACI UK Chemicals Limited, a private company,limited by shares, domiciled in in England and Wales, registered number: 08987602. The company's registered office is Ashcroft Road, Knowsley Industrial Park, Liverpool L33 7TW. The ultimate parent company is Euchemia Spa, a company domiciled in Italy. The company's registered office is Via Privata Devoto 36, Carasco (GE). Euchemia Spa prepares group financial statements and copies can be obtained from Camera di Commercio, Genova. The company has taken the exemption available in s401 of the Companies Act from the requirement to prepare group financial statements.
Page 27