Company registration number 00131256 (England and Wales)
OXBOW UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
OXBOW UK LIMITED
COMPANY INFORMATION
Directors
Mr P S Bruning
Mr A Weinstein
Mr M A Robinson
Mr B L Klein
Secretary
Mr D J Robson
Company number
00131256
Registered office
Southern Way
Immingham Dock
Immingham
North East Lincolnshire
DN40 2NX
Auditor
Sumer Auditco Limited
1st Floor
Mayesbrook House
Lawnswood Business Park
Leeds
LS16 6QY
Bankers
Societe Generale
One Bank Street
Canary Wharf
London
E14 4SG
OXBOW UK LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 7
Independent auditor's report
8 - 10
Statement of comprehensive income
11
Statement of financial position
12 - 13
Statement of changes in equity
14
Notes to the financial statements
15 - 28
OXBOW UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -
The directors present the strategic report for the year ended 31 December 2025.
Review of the business
The principal activities of the company are now more closely associated with the UK's home heating markets. The production, distribution and sales of manufactured smokeless fuels now contributes significantly to the company's performance, limiting the company's exposure to changes in the coal, and associated carbon markets. It is pleasing to report that our strategy within the UK has shown a positive return.
Principal risks and uncertainties
The key business risks and uncertainties effecting the company are considered to relate to competition, product changes and availability. Other risks are detailed in the directors' report on page 3.
Development and performance
The year-end financial position is satisfactory and the directors remain optimistic regarding future prospects.
The devolved governments of both Scotland and Wales continue to review clean air strategy which could result in alignment with current English clean air regulations.
In addition, DEFRA are consulting with a view to extending existing legislation regarding emissions.
The company remains close to these discussions and is well placed to adapt and implement required changes.
Key performance indicators
The KPIs used by management are turnover and margin as follows:
Other key performance indicators are not considered necessary for understanding other developments, performance or position of the company.
Promoting the success of the company
The board of directors believe that, individually and collectively, they have acted in a way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, having regard to the stakeholders and matters set out in s172 part (1) (a-f) when performing their duty to promote the success of the company:
the likely consequences of any decision in the long term;
the interests of the company’s employees;
the need to foster the company’s business relationships with suppliers, customers and others;
the impact of the company’s operations on the community and environment;
the desirability of the company maintaining a reputation for high standards of business conduct; and
the need to act fairly as between members of the company.
OXBOW UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Business Relationships
The company maintains strong relationships with customers and suppliers, adapting to changing needs and demands. We encourage communication from customers and take swift action to ensure necessary changes to supply demands are met. Our long-established supply partners ensure continuity of supply at the most competitive process. We are committed to acting ethically and with integrity in our business relationships and we expect the same high standards from those parties with whom we engage.
Employees
The directors ensure that employees are kept informed regarding the company’s and wider group’s affairs through regular communications. Employees are encouraged to attend European group quarterly update meetings to inform on latest developments and performance within the group and company. The group publishes articles and guidance on its intranet to ensure that employees are kept up to date with relevant information and developments. The managing director operates an open door policy enabling most day to day issues to be resolved but with easy escalation to other board members if required. A key priority is the health and safety of the company’s employees with training offered where required. The company’s commitment to its employees is reflected by low staff turnover.
Environment
The directors recognise the importance of the company’s responsibilities in respect of communities and the environment. The directors ensure that company products comply with all applicable environmental laws and regulations and have implemented and continue to explore waste and carbon reduction initiatives.
Business Conduct
The company maintains a broad-based and robust ethics and compliance program that is intended to ensure compliance with applicable laws and regulations, as well as a culture committed to ethics and integrity.
All company products are produced and comply with all applicable laws and regulations and have full accreditation. The managing director is a member of the Clean Air for Scotland Steering Group.
Health and safety is a key area of focus of the business and the company employs a dedicated fully accredited health and safety professional to oversee all UK operations.
We work to embed throughout our operations a robust risk and compliance framework to ensure that we effectively analyse and manage the risks to our business.
Act fairly for members
The company is a wholly owned subsidiary of Oxbow Energy Solutions B.V. The interests and objectives of the ultimate shareholders are taken into account by the board of directors in all decision making via close contact and communication with the board and management of the group’s ultimate parent entity.
Mr M A Robinson
Director
4 August 2026
OXBOW UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2025.
Principal activities
The principal activity of the company continued to be that of the production, distribution and sales of manufactured smokeless fuels to the UK's home heating markets.
Results and dividends
The results for the year are set out on page 11.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr P S Bruning
Mr A Weinstein
Mr M A Robinson
Mr B L Klein
Financial risk management
The company's operations expose it to a variety of financial risks that include price risk, credit risk, liquidity risk and interest rate risk. The company has in place a risk management programme which seeks to limit adverse effects on the financial performance of the company.
Given the size of the company, the directors have not delegated the responsibilities of monitoring financial risk management to a sub-committee of the board. The policies set by the Board of directors and the immediate parent company's treasury department are implemented by the company's finance department. This department has policies and procedures which provide guidelines for the management of financial risk.
Liquidity risk
The company retains sufficient cash to ensure it has sufficient available funds for operations and planned expansions. The company also has access to longer term funding from its immediate parent company if required.
Interest rate risk
The company has both interest bearing assets and liabilities. Interest bearing assets include cash and intercompany balances, all of which earn interest at a floating rate. Interest bearing liabilities, which are all short term, incur interest at a floating rate. The company does not use derivative financial instruments to manage interest rate costs and, as such, no hedge accounting is applied. The directors will re-assess the appropriateness of this policy should the company's operations change in size or nature.
Currency risk
The company's functional currency is Sterling and its Financial Statements are also presented in Sterling. Some transactions undertaken by the company are denominated in currencies other than Sterling. In general, the company does not purchase derivatives to manage its exposure to currency risk on such transactions. Instead, the Oxbow Group of companies' currency risks are managed at a group level.
Credit risk
The company has implemented policies which require appropriate credit checks on potential customers before sales are made. The amount of exposure to any individual counterparty is subject to a limit, which is re-assessed annually by the board of directors.
OXBOW UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
Price risk
The company is exposed to product price risk as a result of its operations. However, given the size of the company's operations, the characteristics of the products and the low frequency of incoming bulk stock, the board of directors manage the risk by continuously monitoring product prices and market conditions in conjunction with the immediate parent company's treasury department and other group companies' sourcing departments.
The directors will re-assess the appropriateness of this policy should the company's operations change in size or nature. The company has no exposure to equity securities price risk, as it holds no listed or other equity investments.
Future developments
The future developments of the company are included in the Strategic Report on page 1.
Auditor
Sumer Auditco Limited were appointed as auditor to the company following BHP LLP becoming part of the Sumer Group on 31 December 2025, which required a change in audit firm to comply with applicable regulatory requirements.
In accordance with section 487(2) of the Companies Act 2006, Sumer Auditco Limited are deemed to be reappointed annually.
OXBOW UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
Energy and carbon report
The Streamlined Energy and Carbon Reporting (“SECR”) relating to the activities of the company for the financial year ended 31 December 2025 are as follows:
2025
2024
Energy consumption (MWh)
kWh
kWh
Scope 1 - direct emissions
1,076.43
1,089.20
Scope 2 - indirect emissions
82.89
123.15
Scope 3 - other indirect emissions
71.57
73.38
1,230.89
1,285.73
Emissions (tCO2e)
2025
2025
2024
2024
tCO2e
tCO2e
tCO2e
tCO2e
Scope 1 - direct emissions
Fuel - plant and equipment
264.01
261.02
Fuel - company car travel
21.29
27.32
285.30
288.34
Scope 2 - indirect emissions
Electricity
14.67
25.50
14.67
25.50
Scope 3 - other indirect emissions
Business travel
4.81
4.88
Employee commute
13.28
13.33
18.09
18.21
Total gross emissions
318.06
332.05
Intensity ratio
Tonnes CO2e per employee
18.71
19.53
Methodology
The Green House Gas (GHG) emissions have been calculated using activity data such as electricity units consumed, litres of fuels delivered and mileage data and multiplied using the emission conversion factors as published by the UK Government’s Department for Energy Security and Net Zero.
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per employee.
OXBOW UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
Energy Efficiency Action
Our full range of products are entirely cold cured meaning that no external heat supply is required by our operations and therefore our briquettes are produced in a more energy efficient production process than some of the competing products in the market.
Completed Carbon Reduction Initiatives:
We have taken steps to move our small company fleet towards more energy efficient plug in hybrid cars, with the majority being such vehicles. Electric vehicle charging points have been installed at our premises to further facilitate the switch towards hybrid and electric vehicles. During the period and subsequent to the year end we have replaced 2 of our hybrid fleet with more energy efficient vehicles and will continue to explore energy efficient vehicles as the fleet is renewed.
Ongoing and Future Initiatives:
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements 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; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
OXBOW UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
On behalf of the board
Mr M A Robinson
Director
4 August 2026
OXBOW UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OXBOW UK LIMITED
- 8 -
Opinion
We have audited the financial statements of Oxbow UK Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (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 its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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's 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 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.
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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
OXBOW UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OXBOW UK LIMITED (CONTINUED)
- 9 -
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 strategic report or the directors' report.
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's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the trade;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company;
we assessed the extent of compliance with the laws and regulations considered above through making enquiries of management; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by;
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
OXBOW UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OXBOW UK LIMITED (CONTINUED)
- 10 -
To address the risks of fraud through management bias and override controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
enquiring of management as to actual and potential litigation and claims; and
discussions with senior management regarding relevant regulations and reviewing the company’s legal and professional fees.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the director’s and other management and the inspection of regulatory and legal correspondence.
As part of our audit, we addressed the risk of management override of internal controls, including testing of journals and review of the nominal ledger. We evaluated 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 is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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.
Chris Neale (Senior Statutory Auditor)
For and on behalf of Sumer Auditco Limited, Statutory Auditor
Chartered Accountants
1st Floor
Mayesbrook House
Lawnswood Business Park
Leeds
LS16 6QY
4 August 2026
OXBOW UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
2025
2024
Notes
£
£
Revenue
3
30,361,178
37,297,437
Cost of sales
(20,020,436)
(26,764,489)
Gross profit
10,340,742
10,532,948
Administrative expenses
(1,464,612)
(2,942,799)
Operating profit
4
8,876,130
7,590,149
Investment income
8
244,337
79,179
Finance costs
9
(1,095,730)
(1,311,670)
Profit before taxation
8,024,737
6,357,658
Tax on profit
10
(2,045,164)
(1,605,360)
Profit and total comprehensive income for the financial year
5,979,573
4,752,298
OXBOW UK LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 12 -
2025
2024
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
11
2,189,040
557,420
Right-of-use assets
11
684,190
989,632
Investments
12
10,124,354
10,124,354
12,997,584
11,671,406
Current assets
Inventories
14
16,551,386
16,189,464
Trade and other receivables
15
5,091,713
8,969,678
Cash and cash equivalents
499,540
415,074
22,142,639
25,574,216
Current liabilities
Trade and other payables
16
20,411,157
28,451,934
Lease liabilities
17
707,317
603,660
21,118,474
29,055,594
Net current assets/(liabilities)
1,024,165
(3,481,378)
Total assets less current liabilities
14,021,749
8,190,028
Non-current liabilities
Lease liabilities
17
23,003
470,784
(23,003)
(470,784)
Provisions for liabilities
Deferred tax liabilities
18
(386,894)
(86,965)
Net assets
13,611,852
7,632,279
Equity
Called up share capital
19
200,000
200,000
Retained earnings
13,411,852
7,432,279
Total equity
13,611,852
7,632,279
The notes on pages 15 to 28 form part of these financial statements.
OXBOW UK LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2025
31 December 2025
- 13 -
The financial statements were approved by the board of directors and authorised for issue on 4 August 2026 and are signed on its behalf by:
Mr M A Robinson
Director
Company registration number 00131256 (England and Wales)
OXBOW UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
Share capital
Retained earnings
Total
£
£
£
Balance at 1 January 2024
200,000
2,679,981
2,879,981
Year ended 31 December 2024:
Profit and total comprehensive income
-
4,752,298
4,752,298
Balance at 31 December 2024
200,000
7,432,279
7,632,279
Year ended 31 December 2025:
Profit and total comprehensive income
-
5,979,573
5,979,573
Balance at 31 December 2025
200,000
13,411,852
13,611,852
OXBOW UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
1
Accounting policies
Company information
The principal activities of the company are the production, distribution and sales of smokeless fuels and handling services. The company is a private company and is incorporated and domiciled in the UK, limited by shares. It is registered in England and the registered address can be found at the front of these financial statements.
New or amended Accounting Standards and Interpretations adopted.
The Company has adopted all of the new or amended Accounting Standards and Interpretations issued by the Financial Reporting Council ('FRC') that are mandatory for the current reporting period. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
1.1
Accounting convention
The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.
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 £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:
inclusion of an explicit and unreserved statement of compliance with IFRS;
presentation of a statement of cash flows and related notes;
disclosure of the objectives, policies and processes for managing capital;
disclosure of key management personnel compensation;
disclosure of the categories of financial instrument and the nature and extent of risks arising on these financial instruments;
the effect of financial instruments on the statement of comprehensive income;
comparative period reconciliations for the number of shares outstanding and the carrying amounts of property, plant and equipment, intangible assets, investment property and biological assets;
disclosure of the future impact of new International Financial Reporting Standards in issue but not yet effective at the reporting date;
comparative narrative information; and
related party disclosures for transactions with the parent or wholly owned members of the group.
The company is a wholly owned subsidiary of Oxbow Energy Solutions B.V. and its ultimate parent company is Oxbow Carbon LLC. The company has taken advantage of the exemption in Section 400 of the Companies Act 2006 to not prepare consolidated financial statements as it is included in the financial statements of Oxbow Netherlands Cooperative U.A. (the parent undertaking of the smallest group of undertakings) which are available from Wilhelminakade 93, Rotterdam, 3072AP, Netherlands. These financial statements are separate financial statements.
1.2
Going concern
The company meets its day-to-day working capital requirements through its cash reserves and borrowings. The company's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the company should be able to operate within the level of its current cash reserves and borrowings. After making enquiries including obtaining a letter of support from the ultimate parent and confirmation that intercompany loans will not be recalled, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements. true
OXBOW UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.3
Revenue
Revenue represents sales of briquettes to the home heating market and petroleum coke, services under compulsory stock obligation (CSO) contracts, as well as third party handling and storage services and is recognised at the point that the control is transferred to the customer at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied, stated net of discounts and excluding value added tax.
The company recognises revenue as follows:
Revenue from contracts with customers
The Company recognises revenue from contracts with customers based on a five step model as set out in IFRS 15:
Identify the contract(s) with a customer: A contract is defined as an agreement between two or more parties that creates enforceable rights and obligations and sets out the criteria for every contract that must be met.
Identify the performance obligations in the contract: A performance obligation is a promise in a contract with a customer to transfer a good or service to the customer.
Determine the transaction price: The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties.
Allocate the transaction price to the performance obligations in the contract: For a contract that has more than one performance obligation, the Company will allocate the transaction price to each performance obligation in an amount that depicts the amount of consideration to which the Company expects to be entitled in exchange for satisfying each performance obligation.
Recognise revenue when (or as) the entity satisfies a performance obligation at a point in time or over time.
The Company satisfies a performance obligation and recognises revenue at a point in time, if one of the following criteria is met:
The customer simultaneously receives and consumes the benefits provided by the Company's performance as the Company performs; or
The Company's performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or
The Company's performance does not create an asset with an alternative use to the Company and the entity has an enforceable right to payment for performance completed to date.
For performance obligations where one of the above conditions are not met, revenue is recognised at the point in time at which the performance obligation is satisfied. The Company assesses each of its contracts with customers to determine whether performance obligations are satisfied over time or at a point in time in order to determine the appropriate method of recognising revenue. When the Company satisfies a performance obligation by delivering the promised goods or services it creates a contract asset based on the amount of consideration earned by the performance. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes and duty. The Company assesses its revenue arrangements against specific criteria to determine if it is acting as principal or agent. The Company has concluded that it is acting as a principal in all of its revenue arrangements. Revenue is recognised in the income statement to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur and the revenue and costs, if applicable, can be measured reliably.
OXBOW UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
1.4
Property, plant and equipment
Property, plant and equipment is stated at historic purchase cost less accumulated depreciation. Historical cost includes the original purchase price of the assets and the costs attributable to bringing the asset into its working condition for its intended use.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with them will flow to the company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which they occur.
Depreciation is calculated using the straight-line method as to write off the cost of fixed assets less their estimated residual values over the expected useful lives of the assets concerned. The principal lives used for this purpose are:
Leasehold land and buildings
5 to 10 years
Plant and machinery
2 to 9 years
Office equipment
2 to 5 years
The assets' residual values are useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within 'Administrative Expenses' in the Income Statement.
1.5
Non-current investments
Investments in subsidiary undertakings are held at cost less accumulated impairment losses.
1.6
Inventories
Inventory is valued on a first in first out basis and is stated at the lower of cost and net realisable value after making allowance for obsolete or slow moving items. Cost represents all direct costs incurred in bringing inventory to its present state and location. Net realisable value is the price at which inventory can be sold in the normal course of business after allowing for the costs of realisation.
1.7
Cash and cash equivalents
Cash and cash equivalents include cash in hand and cash at bank. In the statement of financial position, bank overdrafts are shown within borrowings in current liabilities.
OXBOW UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
1.8
Trade and other receivables
Trade and other receivables are amounts due from customers for products sold or services performed in the ordinary course of business. These are classified as current assets since collection is expected in one year or less. Trade receivables are initially recognised at their transaction price. Trade and other receivables are subsequently measured at amortised cost less provision for expected credit losses.
The Company applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of the lifetime expected loss provision for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due.
Expected credit losses incorporate forward looking information, take into account the time value of money when there is a significant financing component and are based on days past due; the external credit ratings of its customers; and significant changes in the expected performance and behaviour of the borrower.
1.9
Creditors
Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.
Creditors are recognised at fair value and are subsequently measured at amortised cost.
1.10
Taxation
The tax expense for the period comprises current and deferred tax. Tax is recognised in the Income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in shareholder's funds. in this case, the tax is also recognised in other comprehensive income or directly in shareholder's funds, respectively.
Current tax
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the country where the company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred tax
Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; or arise from initial recognition of an asset or liability in a transaction other than a business combination that at the time of transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
OXBOW UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -
1.11
Pensions
The company provides a defined contribution scheme for employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate policy. Pension contributions are charged to the income statement as the costs are incurred. Differences between contributions payable and contributions paid are shown as either accruals or prepayments in the statement of financial position.
1.12
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor, are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are classified and measured under IFRS16.
Oxbow UK Limited leases land and buildings and vehicles for a fixed period of between 3 and 5 years with the option for extension. The lease terms are negotiated on an individual basis and contain a wide range of terms and conditions. Leased assets may not be used as security for borrowing purposes.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case, the lessee's incremental borrowing rate is used, and being the rate the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
To determine the incremental borrowing rate, Oxbow UK Limited:
where possible, uses recent third party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing conditions since the third party financing was received
makes adjustments specific to the lease, e.g. term, country, currency and security.
Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight line basis. Payments associated with short-term leases of equipment and vehicles and all leases of low value assets are recognised on a straight line basis as an expense in profit or loss. Short term leases are leases with a lease terms of 12 months or less.
1.13
Foreign exchange
Functional and presentational currency: Items included in the financial statements of the company are measured using the currency of the primary economic environment in which the company operates ("the functional currency"). The financial statements are presented in Sterling (£), which is also the company's functional currency.
Transactions and balances: Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuations where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities are dominated in foreign currency are recognised in the income statement.
1.14
Ordinary shares are classified as equity.
OXBOW UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
2
Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.
Critical judgements
Investment recoverability
The company has an investment of £10,124,354 (2024: £10,124,354) in its subsidiary, Eldon Colliery Limited. The directors deem that the value of the investment is fully recoverable based on forecast profits and associated cashflows.
Inventory provisioning
The company makes an estimate of the inventory provision after considering the nature and condition of the inventory as well as applying assumptions around anticipated saleability of finished goods and future usage of raw materials. This includes information in relation to inventory counts, screening processes and environmental factors. There is minimal wastage within the production of finished goods, this is because raw material inputs can be reused within the manufacturing process.
Judgemental inputs to the IFRS16 accounting
The directors will exercise their judgement when determining a rate at which to discount future lease payments. This is based on the incremental borrowing rate to the company which is established on the rate of a secured loan with the wider Groups banking partner.
Additionally, leases entered into by the company may include break and/or extension clauses. Through consideration of various factors the directors make an informed decision in relation to the likelihood of exercising such clauses when determining the appropriate lease term.
3
Revenue
2025
2024
£
£
Revenue analysed by class of business
Product sales
27,341,763
35,044,415
CSO sales
1,489,946
989,211
Rental, handling and dispatch sales
1,529,469
1,263,811
30,361,178
37,297,437
2025
2024
£
£
Revenue analysed by geographical market
United Kingdom
30,361,178
36,292,272
Netherlands
-
1,005,165
30,361,178
37,297,437
OXBOW UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
4
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(1,088,215)
307,628
Depreciation of property, plant and equipment
232,351
137,248
Loss on disposal of property, plant and equipment
2,310
-
Depreciation of right-of-use assets
648,293
666,486
Cost of inventories recognised as an expense
17,373,097
24,095,844
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
44,895
40,465
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Adminstration and sales
10
10
Operations
7
7
Total
17
17
Their aggregate remuneration comprised:
2025
2024
£
£
Wages and salaries
1,139,098
1,213,613
Social security costs
159,502
143,637
Pension costs
92,426
93,632
1,391,026
1,450,882
OXBOW UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
201,757
278,913
Company pension contributions to defined contribution schemes
16,687
15,614
218,444
294,527
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
201,757
226,813
Company pension contributions to defined contribution schemes
16,687
14,259
At 31 December 2025 retirement benefits were accruing to 1 director (2024: 1) under a money purchase scheme. There are no directors accruing benefit under the defined benefit pension scheme (2024: Nil).
8
Investment income
2025
2024
£
£
Interest income
Interest receivable from group companies
243,610
75,830
Other interest income
727
3,349
Total income
244,337
79,179
9
Finance costs
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
153,577
78,363
Interest payable to group undertakings
903,183
1,163,026
Interest on lease liabilities
38,970
70,281
1,095,730
1,311,670
OXBOW UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
1,768,134
1,625,968
Adjustments in respect of prior periods
(22,899)
420
Total UK current tax
1,745,235
1,626,388
Deferred tax
Origination and reversal of temporary differences
299,929
(21,028)
Total tax charge
2,045,164
1,605,360
The charge for the year can be reconciled to the profit per the income statement as follows:
2025
2024
£
£
Profit before taxation
8,024,737
6,357,658
Expected tax charge based on a corporation tax rate of 25.00% (2024: 25.00%)
2,006,184
1,589,415
Effect of expenses not deductible in determining taxable profit
15,844
15,339
Adjustment in respect of prior years
7,193
420
Fixed asset differences
15,761
186
Other reconciling items
182
-
Taxation charge for the year
2,045,164
1,605,360
OXBOW UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
11
Property, plant and equipment
Leasehold land and buildings
Assets under construction
Plant and machinery
Office equipment
Total
£
£
£
£
£
Cost
At 1 January 2025
1,584,022
201,680
1,473,100
94,379
3,353,181
Additions
1,589,460
264,852
11,970
1,866,282
Disposals
(22,375)
(329,752)
(14,525)
(366,652)
Transfers
(1,791,140)
1,791,140
At 31 December 2025
1,561,647
3,199,340
91,824
4,852,811
Accumulated depreciation and impairment
At 1 January 2025
1,584,022
1,129,333
82,406
2,795,761
Charge for the year
225,384
6,967
232,351
Eliminated on disposal
(22,375)
(327,441)
(14,525)
(364,341)
At 31 December 2025
1,561,647
1,027,276
74,848
2,663,771
Carrying amount
At 31 December 2025
-
-
2,172,064
16,976
2,189,040
At 31 December 2024
-
201,680
343,767
11,973
557,420
The following right-of-use assets are held by the business. These are displayed separately on the face of the balance sheet.
Right-of-use assets
2025
2024
£
£
Net values at the year end
Property
618,430
915,082
Motor vehicles
65,760
74,550
684,190
989,632
Total additions in the year
342,852
7,291
Depreciation charge for the year
Property
598,321
589,065
Motor vehicles
49,972
77,421
648,293
666,486
Note 17 provides further information on the lease liabilities in related to right-of-use assets where Oxbow UK Limited is a lessee.
OXBOW UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
12
Investments
2025
2024
£
£
Investments in subsidiaries
10,124,354
10,124,354
13
Subsidiaries
Details of the company's subsidiaries at 31 December 2025 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Eldon Colliery Limited
Southern Way, Immingham Dock, Immingham, North East Lincolnshire, DN40 2NX
Ordinary
100.00
14
Inventories
2025
2024
£
£
Raw materials
11,519,179
10,637,469
Finished goods
5,032,207
5,551,995
16,551,386
16,189,464
Inventories are stated after provisions for impairment of £nil (2024: £nil). During the year there were no inventory write-offs.
15
Trade and other receivables
2025
2024
£
£
Trade receivables
4,465,131
4,700,213
Amounts owed by fellow group undertakings
263,136
4,195,411
Other receivables
276,714
17,964
Prepayments and accrued income
86,732
56,090
5,091,713
8,969,678
Amounts owed by group undertakings are unsecured and repayable on a daily notice. At the year end the balances bear interest at SOFR plus 0.11% minus 0.125%.
Trade receivables are stated after provisions for impairment of £16,055 (2024: £nil).
OXBOW UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
16
Trade and other payables
2025
2024
£
£
Trade payables
321,853
535,889
Amounts owed to fellow group undertakings
17,638,013
24,357,903
Accruals and deferred income
1,376,761
762,136
Other payables
1,074,530
2,796,006
20,411,157
28,451,934
As at the year end amounts owed to group undertakings were unsecured and repayable on demand or by the 1st May 2026 and beared interest at Applicable Federal Rates (AFR).
Following the year end there was an amendment to the loan agreement, to extend the terms to be repayable on demand or by the 1st May 2029. The balance continues to be unsecured and bears interest at Applicable Federal Rates (AFR).
17
Lease liabilities
2025
2024
Maturity analysis
£
£
Within one year
707,317
603,660
In two to five years
23,003
470,784
Total undiscounted liabilities
730,320
1,074,444
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
2025
2024
£
£
Current liabilities
707,317
603,660
Non-current liabilities
23,003
470,784
730,320
1,074,444
2025
2024
Amounts recognised in profit or loss include the following:
£
£
Interest on lease liabilities
38,970
70,281
OXBOW UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 27 -
18
Deferred taxation
Liabilities
2025
2024
£
£
Deferred tax balances
386,894
86,965
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.
Depreciation in excess of capital allowances
£
Liability at 1 January 2024
107,993
Deferred tax movements in prior year
Charge/(credit) to profit or loss
(21,028)
Liability at 1 January 2025
86,965
Deferred tax movements in current year
Charge/(credit) to profit or loss
299,929
Liability at 31 December 2025
386,894
19
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
200,000
200,000
200,000
200,000
All shares rank pari passu in all respects.
20
Events after the reporting date
The company has a significant intercompany loan agreement with another group entity which is accounted for within amounts due to group undertakings. This was due to mature on 1st May 2026, following the year end the terms of the loan agreement have been amended to extend this maturity date to 1st May 2029.
21
Related party transactions
The company has taken advantage of the exemption under FRS 101, "Related Party Disclosures" not to disclose related party transactions between fellow group companies on the grounds that it is a wholly owned subsidiary of a group headed by Oxbow Carbon LLC. The transactions not explicitly disclosed are transactions between entities under common control.
OXBOW UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 28 -
22
Ultimate parent undertaking and controlling party
The immediate parent undertaking is Oxbow Energy Solutions B.V.
The ultimate parent undertaking and controlling party is Oxbow Carbon LLC, a company incorporated in the United States of America.
Oxbow Carbon LLC is the parent undertaking of the largest group of undertakings to consolidate these financial statements at 31st December 2025.
Oxbow Netherlands Cooperative U.A. is the parent undertaking of the smallest group of undertakings to consolidate these financial statements. The consolidated financial statements of Oxbow Netherlands Cooperative are available from Wilhelminakade 93, Rotterdam, 3072 AP, Netherlands.
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