IRIS Accounts Production v26.1.10.61 04392703 director 1.1.24 31.12.24 31.12.24 false true true false false false false false false These accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime. Ordinary 1.00000 iso4217:GBP iso4217:USD iso4217:EUR xbrli:shares xbrli:pure utr:tonnes utr:kWh 04392703 2023-12-31 04392703 2024-12-31 04392703 2024-01-01 2024-12-31 04392703 2022-12-31 04392703 2023-01-01 2023-12-31 04392703 2023-12-31 04392703 ns15:EnglandWales 2024-01-01 2024-12-31 04392703 ns14:PoundSterling 2024-01-01 2024-12-31 04392703 ns10:Director1 2024-01-01 2024-12-31 04392703 ns10:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 04392703 ns10:FullIFRS 2024-01-01 2024-12-31 04392703 ns10:Audited 2024-01-01 2024-12-31 04392703 ns10:ResidualCompaniesActDisclosuresWithIFRS 2024-01-01 2024-12-31 04392703 ns10:FullAccounts 2024-01-01 2024-12-31 04392703 1 2024-01-01 2024-12-31 04392703 1 2024-01-01 2024-12-31 04392703 ns10:OrdinaryShareClass1 2024-01-01 2024-12-31 04392703 ns10:RegisteredOffice 2024-01-01 2024-12-31 04392703 ns10:Director3 2024-01-01 2024-12-31 04392703 ns10:Director2 2024-01-01 2024-12-31 04392703 ns5:CurrentFinancialInstruments 2024-12-31 04392703 ns5:CurrentFinancialInstruments 2023-12-31 04392703 ns5:ShareCapital 2024-12-31 04392703 ns5:ShareCapital 2023-12-31 04392703 ns5:RetainedEarningsAccumulatedLosses 2024-12-31 04392703 ns5:RetainedEarningsAccumulatedLosses 2023-12-31 04392703 ns5:Non-currentFinancialInstruments 2024-12-31 04392703 ns5:Non-currentFinancialInstruments 2023-12-31 04392703 ns5:CurrentFinancialInstruments ns5:InterestBearingFinancialInstruments 2024-12-31 04392703 ns5:CurrentFinancialInstruments ns5:InterestBearingFinancialInstruments 2023-12-31 04392703 ns5:ShareCapital 2022-12-31 04392703 ns5:RetainedEarningsAccumulatedLosses 2022-12-31 04392703 ns5:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 04392703 ns5:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 04392703 1 2024-01-01 2024-12-31 04392703 ns10:HighestPaidDirector 2024-01-01 2024-12-31 04392703 ns10:HighestPaidDirector 2023-01-01 2023-12-31 04392703 ns5:OwnedAssets 2024-01-01 2024-12-31 04392703 ns5:OwnedAssets 2023-01-01 2023-12-31 04392703 ns5:LeasedAssets 2024-01-01 2024-12-31 04392703 ns5:LeasedAssets 2023-01-01 2023-12-31 04392703 ns5:DevelopmentCostsCapitalisedDevelopmentExpenditure 2024-01-01 2024-12-31 04392703 ns5:DevelopmentCostsCapitalisedDevelopmentExpenditure 2023-01-01 2023-12-31 04392703 ns10:OrdinaryShareClass1 2023-01-01 2023-12-31 04392703 ns5:DevelopmentCostsCapitalisedDevelopmentExpenditure 2023-12-31 04392703 ns5:DevelopmentCostsCapitalisedDevelopmentExpenditure 2024-12-31 04392703 ns5:DevelopmentCostsCapitalisedDevelopmentExpenditure 2023-12-31 04392703 ns5:LandBuildings ns5:LongLeaseholdAssets 2023-12-31 04392703 ns5:LeaseholdImprovements 2023-12-31 04392703 ns5:PlantMachinery 2023-12-31 04392703 ns5:FurnitureFittings 2023-12-31 04392703 ns5:LandBuildings ns5:LongLeaseholdAssets 2024-01-01 2024-12-31 04392703 ns5:LeaseholdImprovements 2024-01-01 2024-12-31 04392703 ns5:PlantMachinery 2024-01-01 2024-12-31 04392703 ns5:FurnitureFittings 2024-01-01 2024-12-31 04392703 ns5:LandBuildings ns5:LongLeaseholdAssets 2024-12-31 04392703 ns5:LeaseholdImprovements 2024-12-31 04392703 ns5:PlantMachinery 2024-12-31 04392703 ns5:FurnitureFittings 2024-12-31 04392703 ns5:LandBuildings ns5:LongLeaseholdAssets 2023-12-31 04392703 ns5:LeaseholdImprovements 2023-12-31 04392703 ns5:PlantMachinery 2023-12-31 04392703 ns5:FurnitureFittings 2023-12-31 04392703 ns10:OrdinaryShareClass1 2024-12-31 04392703 ns5:RetainedEarningsAccumulatedLosses 2023-12-31 04392703 1 2024-01-01 2024-12-31

REGISTERED NUMBER: 04392703 (England and Wales)

| Report of the Director and |

| Financial Statements |

| for the Year Ended 31 December 2024 |

| for |

| OCI (UK) Limited |

| OCI (UK) Limited (Registered number: 04392703) |

Contents of the Financial Statements

for the year ended 31 December 2024

Page |

| Company Information | 1 |

| Report of the Director | 2 |

| Report of the Independent Auditors | 4 |

| Statement of Profit or Loss and Other Comprehensive Income | 7 |

| Statement of Financial Position | 8 |

| Statement of Changes in Equity | 10 |

| Statement of Cash Flows | 11 |

| Notes to the Statement of Cash Flows | 12 |

| Notes to the Financial Statements | 13 |

| OCI (UK) Limited |

Company Information

for the year ended 31 December 2024

| DIRECTOR: | B Guirguis

| REGISTERED OFFICE: | Tricor Suite, 4th Floor

| 50 Mark Lane

| London

| EC3R 7QR

| REGISTERED NUMBER: | 04392703 (England and Wales)

| AUDITORS: | Anstey Bond LLP

| Statutory Auditors &

| Chartered Accountants

| 1-2 Charterhouse Mews

| London

| EC1M 6BB

| BANKERS: | Citibank

| 25033 Canada Square

| London

| E14 5LB

| OCI (UK) Limited (Registered number: 04392703) |

Report of the Director

for the year ended 31 December 2024

The director presents his report with the financial statements of the company for the year ended 31 December 2024.

CESSATION OF TRADING

On 1st December 2024, all goodwill, assets, liabilities, and contracts of the company were transferred at book value via an intra-group transfer to OCI Personnel BV. The company ceased trading on 1st January 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of providing advertising, public relations and information processing services to OCI N.V. of Holland, the ultimate parent company.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

A K El Hoshy - resigned 15 October 2024

B Guirguis was appointed as a director after 31 December 2024 but prior to the date of this report.

H Badrawi ceased to be a director after 31 December 2024 but prior to the date of this report.

POLITICAL DONATIONS AND EXPENDITURE

During the year the company made a political donation in the sum of £Nil (2023 : £Nil).

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director 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 they have elected to prepare the financial statements in accordance with IFRSs as adopted by the EU and applicable law. Under company law the director must not approve the financial statements unless he is 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 director is required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether they have been prepared in accordance with IFRSs as adopted by the EU; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He has general responsibility for taking such steps as are reasonably open to him to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITOR

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

| OCI (UK) Limited (Registered number: 04392703) |

Report of the Director

for the year ended 31 December 2024

AUDITORS

The auditors, Anstey Bond LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

B Guirguis - Director

13 August 2026

Report of the Independent Auditors to the Members of

OCI (UK) Limited

Opinion

We have audited the financial statements of OCI (UK) Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Profit or Loss and Other Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the UK.

In our opinion the financial statements:

- | give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

- | have been properly prepared in accordance with IFRSs as adopted by the UK; and

- | have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 financial statements are authorised for issue.

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

- | the information given in the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- | the Report of the Director has been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of

OCI (UK) Limited

Matters on which we are required to report by exception

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

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 director's remuneration specified by law are not made; or

- | we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws an regulations, including fraud. We designed audit procedures to respond to the risk recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example forgery or intentional misrepresentations, or through collusion.

We focussed on laws and regulations which could give rise to material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. There are inherent limitations in the audit procedures described above, and the further removed non - compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relation to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Report of the Independent Auditors to the Members of

OCI (UK) Limited

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Colin Ellis FCCA CF (Senior Statutory Auditor)

for and on behalf of Anstey Bond LLP

Statutory Auditors &

Chartered Accountants

1-2 Charterhouse Mews

London

EC1M 6BB

13 August 2026

| OCI (UK) Limited (Registered number: 04392703) |

Statement of Profit or Loss and Other Comprehensive Income

for the year ended 31 December 2024

| 31.12.24 |  | 31.12.23

| Notes | £ | £ |

CONTINUING OPERATIONS

Revenue | 4 | 35,177,099 |  | 28,594,189 |  |

Other operating income | 444,896 |  | 444,896 |  |

Administrative expenses | (30,436,108 | ) | (24,831,035 | ) |

OPERATING PROFIT | 5,185,887 |  | 4,208,050 |  |

Finance costs | 6 | (240,772 | ) | (282,472 | ) |

Finance income | 6 | 370,411 |  | 544,008 |  |

PROFIT BEFORE INCOME TAX | 7 | 5,315,526 |  | 4,469,586 |  |

Income tax | 8 | (1,471,933 | ) | (1,359,224 | ) |

PROFIT FOR THE YEAR | 3,843,593 |  | 3,110,362 |  |

OTHER COMPREHENSIVE INCOME | - |  | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 3,843,593 |  | 3,110,362 |  |

| OCI (UK) Limited (Registered number: 04392703) |

Statement of Financial Position

31 December 2024

| 31.12.24 |  | 31.12.23

| Notes | £ | £ |

ASSETS

NON-CURRENT ASSETS

Owned

| Intangible assets | 10 | - |  | 701,581 |  |

| Property, plant and equipment | 11 | - |  | 2,475,702 |  |

Right-of-use

| Property, plant and equipment | 11, 17 | - |  | 6,830,439 |  |

Contract assets | 4 | - |  | 1,946,932 |  |

- |  | 11,954,654 |  |

CURRENT ASSETS

Trade and other receivables | 12 | 10,320,159 |  | 12,007,792 |  |

Contract assets | 4 | - |  | 578,100 |  |

10,320,159 |  | 12,585,892 |  |

TOTAL ASSETS | 10,320,159 |  | 24,540,546 |  |

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital | 13 | 1 |  | 1 |  |

Retained earnings | 14 | 10,320,158 |  | 6,476,565 |  |

TOTAL EQUITY | 10,320,159 |  | 6,476,566 |  |

LIABILITIES

NON-CURRENT LIABILITIES

Contract liabilities | 4 | - |  | 1,520,063 |  |

Financial liabilities - borrowings |

| Lease liabilities | 16, 17 | - |  | 6,265,192 |  |

Deferred tax | 18 | - |  | 308,332 |  |

- |  | 8,093,587 |  |

CURRENT LIABILITIES

Trade and other payables | 15 | - |  | 6,318,217 |  |

Contract liabilities | 4 | - |  | 444,896 |  |

Financial liabilities - borrowings |

| Lease liabilities | 16, 17 | - |  | 1,860,315 |  |

Tax payable | - |  | 1,346,965 |  |

- |  | 9,970,393 |  |

TOTAL LIABILITIES | - |  | 18,063,980 |  |

TOTAL EQUITY AND LIABILITIES | 10,320,159 |  | 24,540,546 |  |

The financial statements were approved by the director and authorised for issue on 13 August 2026 and were signed by:

| OCI (UK) Limited (Registered number: 04392703) |

Statement of Financial Position - continued

31 December 2024

B Guirguis - Director

| OCI (UK) Limited (Registered number: 04392703) |

Statement of Changes in Equity

for the year ended 31 December 2024

| Called up |

| share |  | Retained |  | Total

| capital |  | earnings |  | equity

£ | £ | £ |

Balance at 1 January 2023 | 1 |  | 13,366,203 |  | 13,366,204 |  |

Changes in equity

Dividends | - |  | (10,000,000 | ) | (10,000,000 | ) |

Total comprehensive income | - |  | 3,110,362 |  | 3,110,362 |  |

Balance at 31 December 2023 | 1 |  | 6,476,565 |  | 6,476,566 |  |

Changes in equity

Total comprehensive income | - |  | 3,843,593 |  | 3,843,593 |  |

Balance at 31 December 2024 | 1 |  | 10,320,158 |  | 10,320,159 |  |

| OCI (UK) Limited (Registered number: 04392703) |

Statement of Cash Flows

for the year ended 31 December 2024

| 31.12.24 |  | 31.12.23

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 1 | 7,097,971 |  | 16,024,436 |  |

Interest paid | (163,314 | ) | (178,045 | ) |

Lease interest paid | (77,458 | ) | (104,427 | ) |

Tax paid | (2,928,245 | ) | (1,181,746 | ) |

Net cash from operating activities | 3,928,954 |  | 14,560,218 |  |

Cash flows from investing activities

Purchase of tangible fixed assets | (13,347 | ) | (56,419 | ) |

Sale of intangible fixed assets | - |  | 458,242 |  |

Interest received | - |  | 544,008 |  |

Net cash from investing activities | (13,347 | ) | 945,831 |  |

Cash flows from financing activities

Group loan movements | (2,159,626 | ) | (13,676,014 | ) |

Payment of lease liabilities | (1,755,981 | ) | (1,830,035 | ) |

Net cash from financing activities | (3,915,607 | ) | (15,506,049 | ) |

Increase in cash and cash equivalents | - |  | - |  |

Cash and cash equivalents at beginning of year | - |  | - |  |

Cash and cash equivalents at end of year | - |  | - |  |

| OCI (UK) Limited (Registered number: 04392703) |

Notes to the Statement of Cash Flows

for the year ended 31 December 2024

1. | RECONCILIATION OF PROFIT BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS

| 31.12.24 |  | 31.12.23

£ | £ |

| Profit before income tax | 5,315,526 |  | 4,469,586 |  |

| Depreciation charges | 884,967 |  | 1,081,037 |  |

| Finance costs | 240,772 |  | 282,472 |  |

| Finance income | (370,411 | ) | (544,008 | ) |

6,070,854 |  | 5,289,087 |  |

| Decrease in trade and other receivables | 6,785,261 |  | 46,532,044 |  |

| Decrease in contract assets | 2,525,032 |  | 568,691 |  |

| Decrease in trade and other payables | (6,318,217 | ) | (35,920,490 | ) |

| Decrease in contract liabilities | (1,964,959 | ) | (444,896 | ) |

| Cash generated from operations | 7,097,971 |  | 16,024,436 |  |

| OCI (UK) Limited (Registered number: 04392703) |

Notes to the Financial Statements

for the year ended 31 December 2024

1. | STATUTORY INFORMATION

| OCI (UK) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. | ACCOUNTING POLICIES

| Basis of preparation

| The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

| The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the company's financial statements.

| The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

| Statement of compliance

| These financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards, IFRIC interpretations (collectively IFRS), and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, as adopted by the European Union..

| Going concern

| On the 1st December 2024 all goodwill, assets, liabilities, and contracts were transferred at book value to OCI Personnel BV. Subsequently, the company ceased trading on 1st January 2025 and as such the financial statements have been prepared on a break-up basis. This basis of preparation reflects the directors' assessment that the company is no longer a going concern. Consequently, assets have been valued at their net realisable value, and liabilities have been recognised in full. The directors confirm that this approach provides a true and fair view of the company's financial position in accordance with the relevant provisions of the Companies Act 2006.

| Provisions and contingencies

| Provisions are recognised when:

| - the company has a present obligation as a result of a past event;

| - it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and

| - a reliable estimate can be made of the obligation.

| The amount of a provision is the present value of the expenditure expected to be required to settle the obligation. Contingent assets and contingent liabilities are not recognised.

| OCI (UK) Limited (Registered number: 04392703) |

Notes to the Financial Statements - continued

for the year ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| Revenue recognition

| Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for services provided in the normal course of business, net of VAT and other sales related taxes.

| Revenue

| All revenue is attributable to the company's principal business performed in the United Kingdom on behalf of the ultimate parent company in Holland and is charged on an arm's length basis.

| Revenue is categorised as;

|  | 2023 |  |  | 2022 |  |

|  | £ |  |  | £ |  |

| Services |  |  | 35,177,099 |  |  | 28,324,142 |  |

| Total revenue |  |  | 35,177,099 |  |  | 28,324,142 |  |

| Other income

| Other income is the amounts of fees received from the leasing of office space held within the contracts in note 4.

| Property, plant and equipment

| Property, plant and equipment are carried at cost less accumulated depreciation.

| Property, plant and equipment is initially measured at cost. Cost includes all expenditure which is directly attributable to the acquisition or construction of the asset, including capitalisation of borrowing costs on qualifying assets, and adjustments in respect of hedge accounting, where appropriate.

| Depreciation is charged over the useful lives of items of property, plant and equipment have been assessed as follows:

| Leasehold properties |  | shorter of the life of the lease or the asset life |  |

| Leasehold improvements |  | shorter of the life of the lease or the asset life |  |

| Plant and machinery |  | 33% per annum |  |

| Fixtures and fittings |  | 33% per annum |  |

| The residual value, useful life and depreciation method of each asset are reviewed at the end of each reporting year. If the expectations differ from previous estimates, the change is accounted for prospectively as a change in accounting estimate. The depreciation charge for each year is recognised in the profit or loss account.

| Impairment tests are performed on property, plant and equipment when there is an indicator that they may be impaired. When the carrying amount of an item of property, plant and equipment is assessed to be higher than the estimated recoverable amount, an impairment loss is recognised immediately in profit or loss. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected. Any gain or loss arising from the derecognition is included in profit or loss.

| OCI (UK) Limited (Registered number: 04392703) |

Notes to the Financial Statements - continued

for the year ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| Financial instruments

| Recognition and initial measurement

| Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the financial instrument.

| A financial asset or financial liability is measured initially at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. Transaction costs related to financial instruments designated at FVTPL are expensed immediately.

| Classification of financial assets

| Financial assets, other than those designated and effective as hedging instruments, are classified into the following categories:

| - Amortised cost

| - Fair value through profit or loss (FVTPL)

| - Fair value through other comprehensive income (FVOCI)

| In the periods presented the Company does not have any financial assets categorised as FVOCI.

| A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as FVTPL:

| - The asset is held within a business model whose objective is to hold assets to collect contractual cash flows

| - The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principle and interest (SPPI)

| Financial assets are not reclassified subsequent to their initial recognition, except in the period after the Company changes its business model for managing financial assets.

| Classification of financial liabilities

| Financial liabilities are classified as either:

| - Amortised cost

| - Fair value through profit or loss (FVTPL)

| Subsequent measurement of financial instruments

| Financial instruments at fair value through profit or loss are subsequently measured at fair value, with gains and losses arising from changes in fair value recognised in profit or loss. Financial assets and liabilities at amortised cost are subsequently measured at amortised cost, using the effective interest rate method.

| An exception is made for trade receivables without a significant financing component. These are recognised at the transaction price, per IFRS 15. For trade receivables with a significant financing component, any differences arising between the amount of revenue recognised in accordance with IFRS 15 and the fair value of the trade receivable is recognised as an expense in profit or loss.

| Offsetting

| Financial assets and liabilities are offset and the net amounts presented in the statement of financial position only when the Company has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

| Derecognition

| Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire or have been transferred and the Company has transferred substantially all risks and rewards of ownership.

| Financial liabilities are derecognised when they are extinguished, i.e. when the contractual obligation is discharged, cancelled, expires or when a substantial modification of the terms occur.

| Impairment

| OCI (UK) Limited (Registered number: 04392703) |

Notes to the Financial Statements - continued

for the year ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| At each reporting date the Company assesses whether there is a significant increase in credit risk over the remaining life of financial assets in comparison with the credit risk on initial recognition. The Company recognises expected credit losses (ECL) on financial instruments that are not measured at FVTPL.

| IFRS 9 establishes a three-stage impairment model, based on whether there has been a significant increase in the credit risk of a financial asset since its initial recognition. Three-stages determine the amount of impairment to be recognised as expected credit losses at each reporting date as well as the amount of interest revenue to be recorded in future periods:

| - Stage 1: Credit risk has not increased significantly since initial recognition - recognise 12 months ECL, and recognise interest on a gross basis;

| - Stage 2: Credit risk has increased significantly since initial recognition - recognise lifetime ECL, and recognise interest on a gross basis;

| - Stage 3: Financial asset is credit impaired - recognise lifetime ECL, and present interest on a net basis (i.e. on the gross carrying amount less credit allowance).

| In making this assessment the Company considers a broader range of forward-looking information. Considerations include past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

| The Company makes use of a simplified approach in accounting for trade and other receivables or contract assets without a significant financing component and records the loss allowance as lifetime expected credit losses.

| Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of the financial instrument. This includes both credit loss and non-credit loss scenarios.

| Fair value measurement

| Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Company has access at that date. The fair value of a liability reflects its non-performance risk.

| When one is available, the Company measures the fair value of an instrument using the quoted price in an active market for that instrument. A market is regarded as 'active' if transactions for the asset or liability take place with enough frequency and volume to provide pricing information on an ongoing basis.

| If there is no quoted price in an active market, then the Company uses valuation techniques that maximise the use of relevant observable inputs and minimise the use of unobservable inputs. The chosen valuation technique incorporates all the factors that market participants would consider in pricing a transaction.

| The best evidence of the fair value of a financial instrument on initial recognition is normally the transaction price - i.e. the fair value of the consideration given or received. If the Company determines that the fair value on initial recognition differs from the transaction price and the fair value is evidenced neither by a quoted price in an active market for an identical asset or liability nor based on a valuation technique for which any unobservable inputs are judged to be insignificant in relation to the measurement, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value on initial recognition and the transaction price. Subsequently, that difference is recognised in profit or loss on an appropriate basis over the life of the instrument but no later than when the valuation is wholly supported by observable market data or the transaction is closed out.

| The fair value of a financial liability with a demand feature (e.g. a demand deposit) is not less than the amount payable on demand, discounted from the first date on which the amount could be required to be paid.

| The Company recognises transfers between levels of the fair value hierarchy as of the end of the reporting period during which the change has occurred.

| Foreign currency transactions

| OCI (UK) Limited (Registered number: 04392703) |

Notes to the Financial Statements - continued

for the year ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| A foreign currency transaction is recorded, on initial recognition in the local currency, by applying to the foreign currency amount the spot exchange rate between the functional currency and the foreign currency at the date of the transaction.

| At the end of the reporting period:

| - foreign currency monetary items are translated using the closing rate;

| - non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction; and

| - non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

| Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period or in previous annual financial statements are recognised in profit or loss in the period in which they arise.

| When a gain or loss on a non-monetary item is recognised to other comprehensive income and accumulated in equity, any exchange component of that gain or loss is recognised to other comprehensive income and accumulated in equity. When a gain or loss on a non-monetary item is recognised in profit or loss, any exchange component of that gain or loss is recognised in profit or loss.

| Cash flows arising from transactions in a foreign currency are recorded in the local currency by applying to the foreign currency amount the exchange rate between the local currency and the foreign currency at the date of the cash flow.

| Short-term employee benefits

| The cost of short-term employee benefits, (those payable within 12 months after the service is rendered, such as paid vacation leave and sick leave, bonuses, and non-monetary benefits such as medical care), are recognised in the period in which the service is rendered and are not discounted.

| The expected cost of compensated absences is recognised as an expense as the employees render services that increase their entitlement or, in the case of non-accumulating absences, when the absence occurs.

| Post-retirement benefits

| The Company contributes to a defined contribution plan based on a percentage of pensionable earnings funded by employees. The plan is held in seperate trustee administered funds. Contributions to the plan are recognised in profit or loss in the period in which they become payable.

| The contributions are expensed as the related services are provided. The Company does not operate a defined benefit plan.

| Taxation

| Income tax on profit for the year comprises current and deferred tax. Current taxes is the expected tax payable on the taxable income for the year, using the tax rates enacted for or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

| The tax expense for the period comprises current and deferred tax. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income of directly in equity.

| Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.

| OCI (UK) Limited (Registered number: 04392703) |

Notes to the Financial Statements - continued

for the year ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| Leases

| Leases are recognised as finance leases. The lease liability is initially recognised at the present value of the lease payments which have not yet been made and subsequently measured under the amortised cost method. The initial cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability, lease payments made prior to the lease commencement date, initial direct costs and the estimated costs of removing or dismantling the underlying asset per the conditions of the contract.

| Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-use asset is depreciated over the asset’s remaining useful life. If ownership of the right-of-use asset does not transfer to the lessee at the end of the lease term, depreciation is charged over the shorter of the useful life of the right-of-use asset and the lease term.

| Non-derivative financial instruments

| Non-derivative financial instruments comprise investments in equity and debt securities, trade and other receivables, cash and cash equivalent, loans and borrowings, trade and other payables.

| Trade and other receivables

| Trade and other receivables are recognised initially at fair value. Subsequent to initial recognition, they are measured at amortised cost using the effective interest method, less any impairment losses.

| Trade and other payables

| Trade and other payables are recognised initially at fair value. Subsequent to initial recognition, they are measured at amortised cost using the effective interest method.

| Cash and cash equivalents

| Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Company's cash management are included as a component of cash and cash equivalents for the purposes of cash flows.

| Interest-bearing borrowings

| Borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses.

3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

| The preparation of these financial statements in conformity with IFRS, as adopted in the European Union, requires management to make estimates and assumptions that affect the amounts reported the financial statements and accompanying notes in respect of revenues, expenses, assets and liabilities.

| Management believes that the estimates utilised in preparing its financial statements are reasonable and prudent. Actual results could differ from these estimates. However, estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

4. | REVENUE

| Revenue from contracts with customers

| OCI (UK) Limited (Registered number: 04392703) |

Notes to the Financial Statements - continued

for the year ended 31 December 2024

4. | REVENUE - continued

| Contract balances

| 31.12.24 |  | 31.12.23

£ | £ |

| Contract assets

| Current

| Contract assets | - |  | 578,100 |  |

| Non-current

| Contract assets | - |  | 1,946,932 |  |

- |  | 2,525,032 |  |

| Contract liabilities

| Current

| Contract liabilities | - |  | 444,896 |  |

| Non-current

| Contract liabilities | - |  | 1,520,063 |  |

- |  | 1,964,959 |  |

5. | EMPLOYEES AND DIRECTORS

| 31.12.24 |  | 31.12.23

£ | £ |

| Wages and salaries | 21,443,880 |  | 15,139,294 |  |

| Social security costs | 2,306,646 |  | 1,619,298 |  |

| Other pension costs | 64,997 |  | 51,408 |  |

23,815,523 |  | 16,810,000 |  |

| The average number of employees during the year was as follows:

| 31.12.24 |  | 31.12.23

| Director | 2 |  | 2 |  |

| Administration | 35 |  | 42 |  |

37 |  | 44 |  |

| 31.12.24 |  | 31.12.23

£ | £ |

| Directors' remuneration | 3,246,805 |  | 2,485,926 |  |

| Information regarding the highest paid director is as follows:

| 31.12.24 |  | 31.12.23

£ | £ |

| Emoluments etc | - |  | 1,431,133 |  |

| OCI (UK) Limited (Registered number: 04392703) |

Notes to the Financial Statements - continued

for the year ended 31 December 2024

6. | NET FINANCE INCOME

| 31.12.24 |  | 31.12.23

£ | £ |

| Finance income:

| Intercompany loan interest | 370,411 |  | 544,008 |  |

| Finance costs:

| Intercompany loan interest | 163,314 |  | 136,941 |  |

| Other interest paid | - |  | 41,104 |  |

| Leasing | 77,458 |  | 104,427 |  |

240,772 |  | 282,472 |  |

| Net finance income | 129,639 |  | 261,536 |  |

7. | PROFIT BEFORE INCOME TAX

| The profit before income tax is stated after charging/(crediting):

| 31.12.24 |  | 31.12.23

£ | £ |

| Depreciation - owned assets | 670,757 |  | 847,356 |  |

| Depreciation - assets on finance leases | 1,417,638 |  | 1,546,514 |  |

| Development costs amortisation | 214,208 |  | 233,683 |  |

| Auditor's remuneration | 12,833 |  | 18,000 |  |

| Other non- audit services | 67,271 |  | 74,535 |  |

| Foreign exchange differences | (1,065 | ) | 128,479 |  |

8. | INCOME TAX

| Analysis of tax expense

| 31.12.24 |  | 31.12.23

£ | £ |

| Current tax:

| Tax | 1,581,280 |  | 1,390,837 |  |

| Deferred tax | (109,347 | ) | (31,613 | ) |

| Total tax expense in statement of profit or loss and other comprehensive income | 1,471,933 |  | 1,359,224 |  |

| OCI (UK) Limited (Registered number: 04392703) |

Notes to the Financial Statements - continued

for the year ended 31 December 2024

8. | INCOME TAX - continued

| Factors affecting the tax expense

| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

| 31.12.24 |  | 31.12.23

£ | £ |

| Profit before income tax | 5,315,526 |  | 4,469,586 |  |

| Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.520%) | 1,328,882 |  | 1,051,247 |  |

| Effects of:

| Expenses not deductible for tax purposes | 22,242 |  | 24,842 |  |

| Depreciation for period in excess of capital allowances | 221,242 |  | 230,447 |  |

| Deferred tax (credit) / expense recognised during the year | (12,487 | ) | (31,613 | ) |

| Adjustments in respect of prior years | (87,946 | ) | 84,301 |  |

| Tax expense | 1,471,933 |  | 1,359,224 |  |

9. | DIVIDENDS

| 31.12.24 |  | 31.12.23

£ | £ |

| Ordinary share of £1.00

| Final | - |  | 10,000,000 |  |

10. | INTANGIBLE ASSETS

| Development

| costs

£ |

| COST

| At 1 January 2024 | 1,165,111 |  |

| Disposals | (1,165,111 | ) |

| At 31 December 2024 | - |  |

| AMORTISATION

| At 1 January 2024 | 463,530 |  |

| Amortisation for year | 214,208 |  |

| Eliminated on disposal | (677,738 | ) |

| At 31 December 2024 | - |  |

| NET BOOK VALUE

| At 31 December 2024 | - |  |

| At 31 December 2023 | 701,581 |  |

| OCI (UK) Limited (Registered number: 04392703) |

Notes to the Financial Statements - continued

for the year ended 31 December 2024

11. | PROPERTY, PLANT AND EQUIPMENT

| Improvements |  | Fixtures |

| Long |  | to |  | Plant and |  | and |

| leasehold |  | property |  | machinery |  | fittings |  | Totals

£ | £ | £ | £ | £ |

| COST

| At 1 January 2024 | 13,897,489 |  | 4,303,776 |  | 488,198 |  | 630,216 |  | 19,319,679 |  |

| Additions | - |  | - |  | 13,347 |  | - |  | 13,347 |  |

| Disposals | (13,897,489 | ) | (4,303,776 | ) | (501,545 | ) | (630,216 | ) | (19,333,026 | ) |

| At 31 December 2024 | - |  | - |  | - |  | - |  | - |  |

| DEPRECIATION

| At 1 January 2024 | 7,067,050 |  | 2,075,003 |  | 377,338 |  | 494,147 |  | 10,013,538 |  |

| Charge for year | 1,417,638 |  | 481,851 |  | 83,035 |  | 105,871 |  | 2,088,395 |  |

| Eliminated on disposal | (8,484,688 | ) | (2,556,854 | ) | (460,373 | ) | (600,018 | ) | (12,101,933 | ) |

| At 31 December 2024 | - |  | - |  | - |  | - |  | - |  |

| NET BOOK VALUE

| At 31 December 2024 | - |  | - |  | - |  | - |  | - |  |

| At 31 December 2023 | 6,830,439 |  | 2,228,773 |  | 110,860 |  | 136,069 |  | 9,306,141 |  |

12. | TRADE AND OTHER RECEIVABLES

| 31.12.24 |  | 31.12.23

£ | £ |

| Current:

| Amounts owed by group undertakings | 10,320,159 |  | 5,222,531 |  |

| Trade receivables due from

| Group undertaking | - |  | 3,463,893 |  |

| Other debtors | - |  | 614,119 |  |

| Deposit accounts | - |  | 2,390,346 |  |

| VAT | - |  | 203,128 |  |

| Prepayments and accrued income | - |  | 113,775 |  |

10,320,159 |  | 12,007,792 |  |

| The carrying amount of receivables approximates their fair value.

| The assessment of the expected credit losses did not result in an impairment of receivables. This will be monitored on a continuous basis going forward and periodically reassessed.

13. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 31.12.24 |  | 31.12.23

| value: | £ | £ |

| 1 | Ordinary | £1.00 | 1 |  | 1 |  |

| OCI (UK) Limited (Registered number: 04392703) |

Notes to the Financial Statements - continued

for the year ended 31 December 2024

14. | RESERVES

| Retained

| earnings

£ |

| At 1 January 2024 | 6,476,565 |  |

| Profit for the year | 3,843,593 |  |

| At 31 December 2024 | 10,320,158 |  |

15. | TRADE AND OTHER PAYABLES

| 31.12.24 |  | 31.12.23

£ | £ |

| Current:

| Trade payables | - |  | 71,254 |  |

| Social security and other taxes | - |  | 704,364 |  |

| Other trade payables | - |  | 58,050 |  |

| Accrued expenses | - |  | 5,484,549 |  |

- |  | 6,318,217 |  |

| The carrying value of trade and other payables classified as financial liabilities measured at amortised cost approximates fair value.

16. | FINANCIAL LIABILITIES - BORROWINGS |

| 31.12.24 |  | 31.12.23

£ | £ |

| Current:

| Leases (see note 17) | - |  | 1,860,315 |  |

| Non-current:

| Leases (see note 17) | - |  | 6,265,192 |  |

| OCI (UK) Limited (Registered number: 04392703) |

Notes to the Financial Statements - continued

for the year ended 31 December 2024

17. | LEASING

| Right-of-use assets

| Property, plant and equipment

| 31.12.24 |  | 31.12.23

£ | £ |

| COST

| At 1 January 2024 | 13,897,489 |  | 13,897,489 |  |

| Disposals | (13,897,489 | ) | - |  |

- |  | 13,897,489 |  |

| DEPRECIATION

| At 1 January 2024 | 7,067,050 |  | 5,520,536 |  |

| Charge for year | 1,417,638 |  | 1,546,514 |  |

| Eliminated on disposal | (8,484,688 | ) | - |  |

- |  | 7,067,050 |  |

| NET BOOK VALUE | - |  | 6,830,439 |  |

| OCI (UK) Limited (Registered number: 04392703) |

Notes to the Financial Statements - continued

for the year ended 31 December 2024

17. | LEASING - continued

| The Company has applied IFRS 16 using the modified retrospective approach and therefore the comparative information has not been restated and continue to be reported under IAS 17 and IFRIC 4.

| At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company uses the definition of a lease in IFRS 16. This policy is applied to contracts entered into, on or after 1 January 2019.

| i. As a lessee

| At commencement or on modification of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of its relative stand-alone prices. However, for the leases of property the Company has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.

| The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

| The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Company by the end of the lease term or the cost of the right-of-use asset reflects that the Company will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

| The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

| The Company determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased.

| Lease payments included in the measurement of the lease liability comprise the following:

| - fixed payments, including in-substance fixed payments;

| - variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

| - amounts expected to be payable under a residual value guarantee; and

| - the exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.

| The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company's estimate of the amount expected to be payable under a residual value guarantee, if the Company changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment.

| When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

| OCI (UK) Limited (Registered number: 04392703) |

Notes to the Financial Statements - continued

for the year ended 31 December 2024

17. | LEASING - continued

| The Company presents right-of-use assets that do not meet the definition of investment property in 'property, plant and equipment' and lease liabilities in 'loans and borrowings' in the statement of financial position.

| Short-term leases and leases of low-value assets

| The Company has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and short-term leases, including IT equipment. The Company recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

| ii. As a lessor

| At inception or on modification of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of their relative standalone prices.

| When the Company acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.

| To classify each lease, the Company makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset

| When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Company applies the exemption described above, then it classifies the sub-lease as an operating lease.

| If an arrangement contains lease and non-lease components, then the Company applies IFRS 15 to allocate the consideration in the contract.

| The Company applies the derecognition and impairment requirements in IFRS 9 to the net investment in the lease. The Company further regularly reviews estimated unguaranteed residual values used in calculating the gross investment in the lease.

| The Company recognises lease payments received under operating leases as income on a straightline basis over the lease term as part of 'other revenue'.

| Generally, the accounting policies applicable to the Company as a lessor in the comparative period were not different from IFRS 16 except for the classification of the sub-lease entered into during current reporting period that resulted in a finance lease classification.

| OCI (UK) Limited (Registered number: 04392703) |

Notes to the Financial Statements - continued

for the year ended 31 December 2024

17. | LEASING - continued

| Lease liabilities

| Minimum lease payments fall due as follows:

| 31.12.24 |  | 31.12.23

£ | £ |

| Gross obligations repayable:

| Within one year | - |  | 1,860,315 |  |

| Between one and five years | - |  | 6,265,192 |  |

- |  | 8,125,507 |  |

| Finance charges repayable:

| Net obligations repayable:

| Within one year | - |  | 1,860,315 |  |

| Between one and five years | - |  | 6,265,192 |  |

- |  | 8,125,507 |  |

18. | DEFERRED TAX

| 31.12.24 |  | 31.12.23

£ | £ |

| Balance at 1 January | 308,332 |  | 339,944 |  |

| Credit / (charge) for year | (308,332 | ) | (31,612 | ) |

| Balance at 31 December | - |  | 308,332 |  |

| Deferred tax assets have been recognised in respect of temporary timing differences between the carrying amounts of assets and liabilities, giving rise to deferred tax assets. The directors believe that future taxable profits will be available against which the deferred tax asset can be used.

19. | ULTIMATE PARENT COMPANY

| The immediate parent company and ultimate controlling party is OCI N.V., a company incorporated and registered in Holland. The results of OCI (UK) Ltd are consolidated within that company's financial statements which can be obtained from:

| Honthorststraat 19

| 1071 DC Amsterdam

| The Netherlands

| The largest group in which the results of the company are consolidated is that headed by OCI N.V. The consolidated financial statements of this group are available to the public and may be obtained from Honthorststraat 19, 1071 DC Amsterdam, The Netherlands.

| OCI (UK) Limited (Registered number: 04392703) |

Notes to the Financial Statements - continued

for the year ended 31 December 2024

20. | RELATED PARTY DISCLOSURES

| Trading transaction

| During the year, the company entered into the following trading transactions with its related parties:

| OCI N.V. (Ultimate Parent Company) |  | Sales: £35,177,099 (2023 : £28,324,142) |  |

| The following balances were outstanding at the end of the reporting period:

| OCI Fuels UK Ltd |  | Trade receivables £Nil (2023: £Nil) |  |

| OCI N.V. (Ultimate Parent Company) |  | Trade receivables £Nil (2023: £3,368,955) |  |

| OCI N.V. (Ultimate Parent Company) |  | Other payables £Nil (2023: £31,666,513) |  |

| OCI UAE |  | Other receivables £Nil (2023: £16,187) |  |

| OCI Personnel BV |  | Other receivables £10,320,159 (£Nil) |  |

| The above balances are expected to be in accordance with standard invoice terms. The directors do not consider any provisions are required in respect of these amounts.

21. | EVENTS AFTER THE REPORTING PERIOD

| Since the balance sheet date, the company has remained dormant and has not recommenced trading activities following the transfer of all goodwill, assets, liabilities and contracts to OCI Personnel BV on 1 December 2024 and the subsequent cessation of trade on 1 January 2025.

| The directors have reviewed events occurring after the reporting date and confirm that no adjusting events have arisen which would require amendment to the amounts included in these financial statements.

| The directors continue to expect that the company will be placed into members' voluntary liquidation and formally wound up within the next twelve months. As this intention is consistent with the circumstances existing at the balance sheet date and with the preparation of the financial statements on a break-up basis, no adjustment to the financial statements has been considered necessary.

| OCI (UK) Limited (Registered number: 04392703) |

Notes to the Financial Statements - continued

for the year ended 31 December 2024

22. | FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

| The Company's financial statements comprise cash balances, receivables and payables that arise directly from its operations.

| The main risks the Company faces are credit risk, liquidity risk, interest risk and foreign exchange risk.

| The Company regularly reviews and agrees policies for managing each of these risks. The Company's policies for managing these risks are summarised below and have been applied throughout the period. The numerical disclosures exclude short-term debtors and creditors as their carrying amount is considered to be a reasonable approximation of their fair value.

| (a) Credit risk

| Credit risk is the risk of financial loss to the company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the company's receivables from customers.

| Exposure to credit risk

| The carrying amount of financial assets represents the maximum credit exposure; therefore, the maximum exposure to credit risk at the balance sheet date was £10,320,159 (2023: £4,078,012). The amount represents the total of the carrying amount of financial assets, excluding equity investments.

| The maximum amount of exposure to credit risk for trade receivables at the balance sheet date was £Nil (2023: £3,463,893). The receivables of the Company are all due from related undertakings and therefore credit exposure is considered minimal. The receivables are all current and within credit terms of 30 days. The Company believes that, except as indicated above, no impairment allowance is necessary in respect of trade receivables not past due.

| OCI (UK) Limited (Registered number: 04392703) |

Notes to the Financial Statements - continued

for the year ended 31 December 2024

| FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES CONTINUED...

| (b) Liquidity risk

| Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.

| The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the effect of netting agreements:

| 31 December 2023 |  | Weighted average effective interest rate |  | Carrying amount |  | Contractual cash flow |  | 6 months or less |  |

|  | £ |  | £ |  | £ |  | £ |  |

| Non-derivative financial liabilities |  |  |

| Loan from Group undertaking |  | 1.75% |  | - |  | - |  | - |  |

| Trade and other payables |  |  | 2,180,635 |  | (2,180,635) |  | (2,180,635) |  |

| Lease liabilities |  | 1.68% |  | 8,125,507 |  | (8,125,507) |  | (990,773) |  |

|  | 10,306,142 |  | (10,306,142) |  | (3,171,408) |  |

| 31 December 2024 |  | Weighted average effective interest rate |  | Carrying amount |  | Contractual cash flo |  | 6 months or less |  |

| Non-derivative financial liabilities |  | £ |  | £ |  | £ |  | £ |  |

| Loan from Group undertaking |  | 1.75% |  | - |  | - |  | - |  |

| Trade and other payables |  |  | - |  | - |  | - |  |

| Lease liabilities |  | 1.68% |  | - |  | - |  | - |  |

|  | - |  | - |  | - |  |

| (c) Interest risk

| At the balance sheet date the interest rate profile of the Company's interest bearing financial instruments was:

|  | 2023 |  |  | 2023 |

|  | £ |  |  | £ |

| Variable rate instruments |  |

| Cash and cash equivalents |  | - |  |  | - |

| Deposit account |  | - |  |  | 2,390,346 |

| Loan to Group undertaking |  | - |  |  | - |

|  | - |  |  | 2,390.346 |

| Interest rate sensitivity analysis

| The Company does not account for any fixed rate financial assets and liabilities at fair value through profit or loss. Therefore a change in interest rates at the reporting date would not affect the reported result.

| OCI (UK) Limited (Registered number: 04392703) |

Notes to the Financial Statements - continued

for the year ended 31 December 2024

23. | FINANCIAL RISKS MANAGEMENT OBJECTIVES AND POLICIES CONTINUED...

| (d) Foreign exchange risk

| During the year the company received purchase invoices in foreign denominated currencies. The company is exposed to foreign exchange risk between the invoice data and the settlement date. The total foreign exchange gain realised in the year to December 2024 amounted to £1,065 (2023: £128,479).The company does not undertake any hedging activities on this risk.

| The company has no foreign exchange exposure at the balance sheet date.