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Registered number: 05938997









TRICON ENERGY UK LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
TRICON ENERGY UK LIMITED
 

COMPANY INFORMATION


Directors
B. Elwood (resigned 3 March 2025)
B.J. Morris 
A.M. Di Blasi Garnelo (appointed 3 March 2025)




Registered number
05938997



Registered office
24 Old Bond Street

London

W1S 4AP




Independent auditors
Price Bailey LLP
Chartered Accountants & Statutory Auditors

24 Old Bond Street

London

W1S 4AP









 
TRICON ENERGY UK LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 3
Directors' Report
4 - 6
Independent Auditors' Report
7 - 10
Consolidated Statement of Comprehensive Income
11
Consolidated Statement of Financial Position
12
Company Statement of Financial Position
13
Consolidated Statement of Changes in Equity
14
Company Statement of Changes in Equity
14
Consolidated Statement of Cash Flows
15
Consolidated Analysis of Net Debt
16
Notes to the Financial Statements
17 - 29


 
TRICON ENERGY UK LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

INTRODUCTION
 
The directors present their report and financial statements for the year ended 31 December 2025.

BUSINESS REVIEW
 
During the year under review, the Group continued to achieve substantial levels of business principally in the distribution of plastics, raw materials, and petrochemicals. Gross profits remain strong with a relatively consistent  margin, principally due to increased sales of plastics and petrochemicals, which continue to show strong demand. The markets for certain types of petrochemicals have been volatile and are expected to continue as such in the foreseeable future.

FINANCIAL KEY PERFORMANCE INDICATORS
 
Key performance indicators for Tricon Energy UK Limited were as follows:

                               
2025                      2024 
Turnover   US$935.44m US$872.15m
Gross margin 3.40%   3.24%

PRINCIPAL RISKS AND UNCERTAINTIES
 
The principal risks and uncertainties of the business are associated with price risk, credit risk and liquidity risk.

Despite the current economic climate, the directors have a positive expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. While there are increasing levels of economic uncertainty, high interest rates, stress in certain pockets of the banking system, and others, our operations have been relatively stable and there have not been any significant adverse changes in supply or demand in the markets we operate in. Accordingly, they continue to adopt the going concern basis in preparing the annual report and financial statements.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Price risk

The Group's products are subject to changing market prices at both selling and purchasing levels. It manages its risk by undertaking continual analysis of global operating costs and prices. Open positions are managed with strict policies which limit exposure to market risk and require routine reporting to management of potential market exposure.

The Group is also exposed to foreign exchange risk. The Group (as an intermediary) normally matches sales with purchases to reduce this volatility. The Group manages this risk by monitoring its currency exposure on a daily basis.

Credit risk

The Group analyses its financial condition prior to entering into agreements, establishes a credit limit, monitors the appropriateness of these limits on an ongoing basis, and utilises credit insurance to mitigate certain  risks.
The Group's bad debt risk is covered by the utilisation of credit insurance and establishing appropriate credit limits.

Liquidity risk

The Group aims to mitigate liquidity risk by managing cash generation by its operations and applying cash collection targets. Investment is carefully controlled, with authorisation limits operating at board level.

Page 1

 
TRICON ENERGY UK LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

TRICON ENERGY UK LIMITED STAKEHOLDER ENGAGEMENT
 
As the directors of the Group, we have a legal responsibility under section 172 of the Companies Act 2006 to act in the way we consider, in good faith, would be most likely to promote the Group’s success for the benefit of its members as a whole, and to have regard to the long-term effect of our decisions on the Group and its stakeholders. This statement addresses the ways in which we as a Board outwork this responsibility.

PROMOTING THE GROUP'S SUCCESS FOR ITS MEMBERS

The Group provides employment, training and financial reward for its owners and employees.
We strive for reliability of service and competitiveness in our proposals, in turn generating the greatest possible results for our partners and shareholders. In a crowded market, we want to provide our customers with a level of service not matched by those of our competitors.

We acknowledge that, in order to progress to the next phase in the Group’s future, it is likely that we will need to set ourselves apart from our competition. We believe we do that through exhibiting our core principles of leadership, innovation, perseverance, passion, strong work ethic, and teamwork.

OUR PLANET

Our industry has contributed to environmental pollution in the past, and we are working hard to reverse this. We dispose of all waste responsibly and exceed minimum regulatory standards for our work. We endeavour that our growth and the economic benefits we create to all who work with us be always aligned to an increasingly stronger, safer, cleaner, and sustainable world.

GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION & ENERGY EFFICIENCY

The Group's consumption of energy in the UK was less than 40,000 kWh for the year ended 31 December 2025 and 2024. The relevant disclosures in relation to greenhouse gas emissions, energy consumption and energy efficiency are therefore not required to be disclosed.

POSITION OF THE GROUP AT THE YEAR END

The Group's balance sheet at the year end reflects the satisfactory position of the business, and sets the basis for future growth.

GOING CONCERN

Despite the current economic climate, the directors have a positive expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Tricon Group borrowing base facility term, to which the Group is a party to, was extended to two years in Q4 2025. The facility agreement is set to expire in December 2027. This indicates continued strong support from our financing partners. Tricon has significant headroom currently and does not foresee this adversely impacting our business on a material basis. Accordingly, we continue to adopt the going concern basis in preparing the annual report and financial statements. The group management accounts have generated positive net income of $215m on US GAAP & $263m on a US Economic basis through June 2026. Group net assets at 30 June 2026 was in excess of $766m, net income was in excess of $215m and cash at bank was in excess of $307.6m. For a trading business to forecast results is quite difficult, as a significant portion of our business is opportunistic.  We have strong traders and plan to remain nimble and manage through. Management does not anticipate any unconditional obligations to arise beyond normal course obligations to be paid through operating cash flow and available financing, except for those already provisioned for and/or disclosed, and expects to be able to make timely payments to all suppliers except as provisioned for/disclosed.
 
Page 2

 
TRICON ENERGY UK LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025


During the reporting period, the Group experienced strong financial performance, supported in part by volatility in global commodity markets. Geopolitical tensions, including the conflict involving Iran and the United States, contributed to fluctuations in commodity prices. These market conditions resulted in favorable pricing dynamics which positively impacted the Group’s revenue and margins. The Group was able to capitalize on these movements through its established market position, pricing mechanisms, and risk management strategies. Management continues to monitor geopolitical developments closely, recognizing that commodity price volatility may present both opportunities and risks in future periods.

Management is not anticipating any other conditions or events during 2026 indicating there is substantial doubt in the Group’s ability to continue as a going concern throughout this period.

Most books continue to operate profitably, in particular the plastics business unit, caustic soda and pygas. These profits are not concentrated in one location, nor are any losses.

The directors have therefore deemed it appropriate to prepare the financial statements on the going concern basis. The accounts do not include any adjustments that would be required if the Group or group were not able to continue as a going concern.


This report was approved by the board and signed on its behalf.




B.J. Morris
Director

Date: 21 September 2026

Page 3

 
TRICON ENERGY UK LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

PRINCIPAL ACTIVITY

The principal activity of the Group and parent Company continued to be that of the distribution of industrial chemicals and petrochemicals.

RESULTS AND DIVIDENDS

The loss for the year, after taxation, amounted to $734 thousand (2024 - profit $2,591 thousand).

The Directors have decided not to recommend or propose any dividend payments for the year ended 31 December 2025 (2024 - $nil).

DIRECTORS

The directors who served during the year were:

B. Elwood (resigned 3 March 2025)
B.J. Morris 
A.M. Di Blasi Garnelo (appointed 3 March 2025)

FUTURE DEVELOPMENTS

The Group will continue to distribute industrial chemicals and petrochemicals across the globe.

The Company will monitor global and domestic markets and participants to obtain a detailed foresight into the
future of the industry and to provide key market analysis data.

Page 4

 
TRICON ENERGY UK LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

Our key stakeholders, and the ways in which we engage with them, are as follows:

Our employees

We rely on a skilled team including administration, logistics and operations, and a highly motivated sales force.
We are renowned for our customer service, which requires us to adapt to last-minute changes, tight turnarounds
and ever-increasing demands for our products to stand out in a crowded marketplace. We cannot achieve this
without our team.

Recruitment and retention of staff is therefore a critical business activity. We help to engage with team members
by:

• setting remuneration at market-leading rates, and rewarding performance with bonuses at all levels;
• providing training and career development support; and
• ensuring that staff from each department are present and involved in all management meetings and are
consulted for significant decisions.

Our customers and suppliers

We invest heavily in innovation so that we can continue to offer customers the best quality products, with the
best customer service.

Our business model prioritises quality and delivery. We are not the cheapest supplier and do not aim to be. Our
customers value the high degree of expertise that we offer.

We have built and will maintain a reputation for transparency and fair dealing in our interaction with customers
and suppliers.

Our community

Tricon UK do not have a large number of employees as the company is predominantly serviced by group companies in the USA. However the wider group are an organisation with roots in the local area and have invested in our community. We are committed to engaging, learning from, respecting and supporting the communities and cultures within which we work.

DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
∙so far as the directors are aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the directors have taken all the steps that ought to have been taken as directors in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.



Page 5

 
TRICON ENERGY UK LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025


AUDITORS

The auditors, Price Bailey LLP, will be proposed for reappointment in accordance with section 487 (2) of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 




B.J. Morris
Director

Date: 21 September 2026

Page 6

 
TRICON ENERGY UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TRICON ENERGY UK LIMITED
 

Opinion


We have audited the financial statements of Tricon Energy UK Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


∙give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2025 and of the Group's loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Group's or the Parent 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.


Page 7

 
TRICON ENERGY UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TRICON ENERGY UK LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.


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


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the Parent Company 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 set out on page 4, 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 Group's and the Parent 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.


Page 8

 
TRICON ENERGY UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TRICON ENERGY UK LIMITED (CONTINUED)


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 an Auditors' 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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The 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 Group and the industry in which it operates and considered the risk of the Group not complying with the applicable laws and regulations including fraud, in particular those that could have a material impact on the financial statements. This included those regulations directly related to the financial statements, including financial reporting standards, the Companies Act 2006 and tax legislation. In relation to the industry this included REACH regulatory compliance.

-     Reviewed journal entries and other adjustments for appropriateness;
-     Reviewed legal fees incurred;
-     Agreed the financial statement disclosures to underlying supporting documentation;
-     Reviewed systems and procedures to identify potential areas of management override risk;
-     Assessed management bias in relation to the accounting policies adopted and in determining significant
      accounting estimates; and
-     Enquired of compliance personnel regarding adherance to core laws and regulations in operating        
      environment.
                                                                                    
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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


Page 9

 
TRICON ENERGY UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TRICON ENERGY UK LIMITED (CONTINUED)




Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' 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.





Mark Roach ACA (Senior Statutory Auditor)
  
for and on behalf of
Price Bailey LLP
 
Chartered Accountants
Statutory Auditors
 
24 Old Bond Street
London
W1S 4AP
 
Date:
  

24 September 2026
Page 10

 
TRICON ENERGY UK LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
$000
$000



  

Turnover
 3 
935,437
872,338

Cost of sales
  
(903,630)
(843,881)

Gross profit
  
31,807
28,457

Administrative expenses
  
(22,647)
(19,166)

Operating profit
 4 
9,160
9,291

Interest receivable and similar income
 7 
144
253

Interest payable and similar expenses
 8 
(8,015)
(5,633)

Profit before taxation
  
1,289
3,911

Tax on profit
 9 
(2,023)
(1,320)

(Loss)/profit for the financial year
  
(734)
2,591

(Loss)/profit for the year attributable to:
  

Owners of the Parent Company
  
(734)
2,591

There were no recognised gains and losses for 2025 or 2024 other than those included in the Consolidated Statement of Comprehensive ncome.

The notes on pages 17 to 29 form part of these financial statements.

Page 11

 
TRICON ENERGY UK LIMITED
REGISTERED NUMBER: 05938997

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025

2025
2024
Note
$000
$000

Fixed assets
  

Tangible Fixed Assets
 10 
1
5

Current assets
  

Stocks
 12 
12,357
6,584

Debtors: amounts falling due within one year
 13 
222,370
172,197

Cash at bank and in hand
 14 
13,068
7,968

  
247,795
186,749

Creditors: amounts falling due within one year
 15 
(226,944)
(165,356)

Net current assets
  
 
 
20,851
 
 
21,393

Total assets less current liabilities
  
20,852
21,398

  

  

Net assets
  
20,852
21,398


Capital and reserves
  

Foreign Exchange Reserve
 17 
(201)
(389)

Capital Reserve
 17 
1,401
1,401

Profit and Loss Account
 17 
19,652
20,386

  
20,852
21,398


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 





B.J. Morris
Director

Date: 21 September 2026

The notes on pages 17 to 29 form part of these financial statements.

Page 12

 
TRICON ENERGY UK LIMITED
REGISTERED NUMBER: 05938997

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025

2025
2024
Note
$000
$000

Fixed assets
  

Tangible Fixed Assets
 10 
1
5

Investments
 11 
54
54

  
55
59

Current assets
  

Stocks
 12 
12,356
6,584

Debtors: amounts falling due within one year
 13 
219,728
169,964

Cash at bank and in hand
 14 
12,879
7,841

  
244,963
184,389

Creditors: amounts falling due within one year
 15 
(226,667)
(165,364)

Net current assets
  
 
 
18,296
 
 
19,025

Total assets less current liabilities
  
18,351
19,084

  

  

Net assets
  
18,351
19,084


Capital and reserves
  

Capital reserve
 17 
1,409
1,409

Profit and loss account brought forward
  
17,675
18,039

Loss for the year
  
(733)
(364)

Profit and loss account carried forward
  
16,942
17,675

  
18,351
19,084


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 



B.J. Morris
Director

Date: 21 September 2026

The notes on pages 17 to 29 form part of these financial statements.

Page 13

 
TRICON ENERGY UK LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Foreign exchange reserve
Capital reserve
Retained earnings
Total equity

$000
$000
$000
$000


At 1 January 2024
(591)
1,401
17,795
18,605



Profit for the year
-
-
2,591
2,591

Foreign exchange differences
202
-
-
202
Total comprehensive income for the year
202
-
2,591
2,793



At 1 January 2025
(389)
1,401
20,386
21,398



Loss for the year
-
-
(734)
(734)

Foreign exchange differences
188
-
-
188
Total comprehensive income for the year
188
-
(734)
(546)


At 31 December 2025
(201)
1,401
19,652
20,852



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Capital reserve
Profit and loss account
Total equity

$000
$000
$000


At 1 January 2024
1,409
18,039
19,448



Loss for the year
-
(364)
(364)
Total comprehensive income for the year
-
(364)
(364)



At 1 January 2025
1,409
17,675
19,084



Loss for the year
-
(733)
(733)


At 31 December 2025
1,409
16,942
18,351


The notes on pages 17 to 29 form part of these financial statements.

Page 14

 
TRICON ENERGY UK LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
$000
$000

Cash flows from operating activities

Profit for the financial year
(734)
2,591

Adjustments for:

Depreciation of tangible assets
4
4

Interest paid
8,015
5,633

Interest received
(144)
(253)

Taxation charge
2,023
1,320

(Increase) in stocks
(5,773)
(232)

(Increase) in debtors
(49,250)
(27,023)

(Increase) in amounts owed by groups
(1,137)
(438)

(Decrease)/increase in creditors
(22,933)
6,981

Increase in amounts owed to groups
76,120
17,431

Corporation tax (paid)
(1,423)
(2,048)

Foreign exchange
188
201

Net cash generated from operating activities

4,956
4,167


Cash flows from investing activities

Interest received
144
253

Net cash from investing activities

144
253

Cash flows from financing activities

Repayment of other loans
-
(6,000)

Net cash used in financing activities
-
(6,000)

Net increase/(decrease) in cash and cash equivalents
5,100
(1,580)

Cash and cash equivalents at beginning of year
7,968
9,548

Cash and cash equivalents at the end of year
13,068
7,968


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
13,068
7,968

13,068
7,968


The notes on pages 17 to 29 form part of these financial statements.

Page 15

 
TRICON ENERGY UK LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2025





At 1 January 2025
Cash flows
Other non-cash changes
At 31 December 2025
$000

$000

$000

$000

Cash at bank and in hand

7,968

5,100

-

13,068

Debt due within 1 year

(101,154)

-

(59,446)

(160,600)


(93,186)
5,100
(59,446)
(147,532)

The notes on pages 17 to 29 form part of these financial statements.

Page 16

 
TRICON ENERGY UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.ACCOUNTING POLICIES

 
1.1

GENERAL INFORMATION & BASIS OF PREPARATION OF FINANCIAL STATEMENTS

Tricon Energy UK Limited is a private Company limited by shares incorporated in England and Wales, United Kingdom. The address of the registered office is 24 Old Bond Street, London, W1S 4AP. The nature of the parent Company and Group's operations and principal activities are the distribution of industrial chemicals and petrochemicals. The level of rounding is to $'000.

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 2).

The Parent has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
1.2

BASIS OF CONSOLIDATION

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Company Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

A consolidation has been performed in relation to the year ended 31 December 2025, given Tricon Energy UK Limited's subsidiary companies are material to the UK group's results.

 
1.3

GOING CONCERN

During the year the group made a net loss of $734k (2024 Profit - $2.6m)  and has net assets of $20.9m (2024 - $21.4m).  The directors have considered the results for the year, after date management accounts and the group prospects for 12 months from the date of approval of the financial statements and are confident that the group is in a strong financial position.

The group utilises parent group administrative support and access to a multi-party loan agreement with its immediate parent and some fellow subsidiaries. The directors are aware of no reason why this support will not continue and the accounts include no adjustment or disclosure that would be required should such support and facilities cease to be available.

The directors have considered the above and other factors and have concluded that it is appropriate
to prepare the financial statements on the going concern basis.

Page 17

 
TRICON ENERGY UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.ACCOUNTING POLICIES (continued)

 
1.4

FOREIGN CURRENCY TRANSLATION

Functional and presentation currency

The Group's functional and presentational currency is USD.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in Statement of Comprehensive Income except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in Statement of Comprehensive Income within 'other operating income'.

On consolidation, the results of overseas operations are translated into Dollars at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
1.5

TURNOVER

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Sale of goods

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Group has transferred the significant risks and rewards of ownership to the buyer;
∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of turnover can be measured reliably;
∙it is probable that the Group will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Commissions

Commissions are generated from indenting agreements between two Tricon entities, these amounts are only recognised on completion on the sale of a good which is dictated by the revenue recognition policy criteria detailed in the above policy. The indenting company will recognise a recharge of costs and an additional margin as their turnover.

Page 18

 
TRICON ENERGY UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.ACCOUNTING POLICIES (continued)

 
1.6

OPERATING LEASES: THE GROUP AS LESSEE

Rentals paid under operating leases are charged to The Statement of Comprehensive Income on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
1.7

INTEREST INCOME

Interest income is recognised in The Statement of Comprehensive Income using the effective interest method.

 
1.8

FINANCE COSTS

Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
1.9

PENSIONS

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

 
1.10

TAXATION

Tax is recognised in Statement of Comprehensive Income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date, in accordance with FRS 102 Section 29. Deferred tax is measured at the tax rates and laws that have been enacted or substantively enacted by the reporting date and are expected to apply when the timing differences reverse.

Deferred tax liabilities arise on differences between the carrying amount and tax written down value of fixed assets. Deferred tax assets are recognised for general bad debt provisions and accrued but unpaid bonuses, to the extent that their recovery against future taxable profits is considered probable.

Deferred tax balances are not discounted. Deferred tax assets and liabilities are offset only when the Company has a legally enforceable right to do so.


Page 19

 
TRICON ENERGY UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.ACCOUNTING POLICIES (continued)

 
1.11

TANGIBLE FIXED ASSETS

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

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings
-
25%
Per annum straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income.

 
1.12

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

 
1.13

STOCKS

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. 


 
1.14

DEBTORS

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
1.15

CASH AND CASH EQUIVALENTS

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
1.16

CREDITORS

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 20

 
TRICON ENERGY UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.ACCOUNTING POLICIES (continued)

 
1.17

FINANCIAL INSTRUMENTS

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment, If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.


2.
 


JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Judgements in applying the above accounting policies are detailed in the individual policies. 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. Management make estimates and assumptions concerning the future based on their knowledge of the business and the markets it operates in. The resulting accounting estimates and assumptions will, by definition, not always equal the related actual results.

Significant judgements have been made by management in respect of the following areas:

Provision for bad or doubtful debts
Management have considered the risk of trade debtors not being recovered based on the ageing of the debtor, engagement with the customer and experience of historical recoveries of such debts. The value of trade debtors included within the balance sheet after a provision of $4.1m (2024 - $3.0m) is $204.7m (2024 - $167.5m).

Management charge
Tricon Energy UK Limited is charged a management fee by the wider Group for central services. The charge is calculated using Group profit, adjusted for the Company’s proportion of Group sales.
Judgement is required in selecting this allocation basis, and the resulting charge is sensitive to changes in both profit and sales mix, creating estimation uncertainty. The management charge is disclosed in the operating profit note of these financial statements.

Loan interest Allocation
Interest on the Group loan facility is allocated to entities based on their relative working capital levels.
Judgement is applied in allocating the Company's share determined by using their share of working capital, and fluctuations during the year create estimation uncertainty in the allocation. The amount allocated to Tricon Energy UK Limited, is disclosed within the contingent liability note of these financial statements.

Page 21

 
TRICON ENERGY UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.


TURNOVER

2025
2024
$000
$000

Sales
934,794
872,067

Rebillable demurage
643
271

935,437
872,338


The directors consider that the presentation of geographical market information would be seriously prejudicial to the interests of the Group, consequently this has not been provided.


4.


OPERATING PROFIT

The operating profit is stated after charging:

2025
2024
$000
$000

Depreciation
4
4

Exchange differences
(6,106)
2,240

Other operating lease rentals
233
488

Management charge
15,428
14,402


5.


AUDITOR'S REMUNERATION

During the year, the Group obtained the following services from the Group's auditors and their associates:


2025
2024
$000
$000

Fees payable to the Group's auditors and their associates for the audit of the consolidated and parent Company's financial statements
101
89

Fees payable to the Group's auditors and their associates in respect of:

Taxation compliance services
13
12

Assistance with preparation of the financial statements
9
8

Page 22

 
TRICON ENERGY UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

6.


STAFF COSTS

Staff costs were as follows:


Group
Group
Company
Company
2025
2024
2025
2024
$000
$000
$000
$000

Wages and salaries
2,829
3,857
1,999
3,412

Staff national insurance
405
228
340
154

Staff pension costs
90
70
83
70

3,324
4,155
2,422
3,636


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2025
        2024
        2025
        2024
            No.
            No.
            No.
            No.









Employees
21
18
15
13

The Group directors received $Nil remuneration in 2025 (2024 - $Nil). The key management personnel for the Group are considered to be the directors.

There were $nil pension costs in relation to the Group's directors in both the 2025 and 2024 financial years.


7.


INTEREST RECEIVABLE

2025
2024
$000
$000


Other interest receivable
144
253


8.


INTEREST PAYABLE AND SIMILAR EXPENSES

2025
2024
$000
$000


Other loan interest payable
8,015
5,633

8,015
5,633

Page 23

 
TRICON ENERGY UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

9.


TAXATION


2025
2024
$000
$000

Corporation tax


Current tax on profits for the year
2,023
1,320


2,023
1,320


Total current tax
2,023
1,320

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
$000
$000


Profit on ordinary activities before tax
1,289
3,911


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
322
978

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
1,221
718

Adjustment for difference in foreign tax provision
161
(737)

Changes in provisions leading to an increase (decrease) in the tax charge
75
41

Movement in remuneration unpaid for tax purposes
244
320

Total tax charge for the year
2,023
1,320

Page 24

 
TRICON ENERGY UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

10.


TANGIBLE FIXED ASSETS

Group and Company



Fixtures and fittings

$000



Cost or valuation


At 1 January 2025
14



At 31 December 2025

14



Depreciation


At 1 January 2025
9


Charge for the year on owned assets
4



At 31 December 2025

13



Net book value



At 31 December 2025
1



At 31 December 2024
5


11.


FIXED ASSET INVESTMENTS

Company





Investments in subsidiary companies

$000



Cost or valuation


At 1 January 2025
54



At 31 December 2025
54






Net book value



At 31 December 2025
54



At 31 December 2024
54

Page 25

 
TRICON ENERGY UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Tricon Energy Iberica S.L.U (incorporated in Spain)
Avenida Pau Cassals 14, 6, Barcelona 08021
Ordinary shares
100%
Tricon International Germany GmbH (incorporated in Germany)
Am Wallgraben 1,  42799 Leichlingen
Ordinary shares
100%
Tricon Energy Ukraine LLC (incorporated in Ukraine)
7 Leontovycha St, Kyiv, Ukraine
Ordinary Shares
100%


12.


STOCKS

Group
Group
Company
Company
2025
2024
2025
2024
$000
$000
$000
$000

Finished goods and goods for resale
12,357
6,584
12,356
6,584



13.


DEBTORS

Group
Group
Company
Company
2025
2024
2025
2024
$000
$000
$000
$000


Trade debtors
204,735
167,569
204,734
167,569

Amounts owed by group undertakings
2,437
1,300
877
23

Other debtors
1,141
1,933
607
1,375

Prepayments and accrued income
14,057
1,395
13,510
997

222,370
172,197
219,728
169,964



14.


CASH & CASH EQUIVALENTS

Group
Group
Company
Company
2025
2024
2025
2024
$000
$000
$000
$000

Cash at bank and in hand
13,068
7,968
12,879
7,841


Page 26

 
TRICON ENERGY UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

15.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
Group
Company
Company
2025
2024
2025
2024
$000
$000
$000
$000

Trade creditors
9,112
30,351
9,110
30,350

Amounts owed to group companies
214,132
129,997
214,266
130,908

Corporation tax
668
282
668
282

Other taxation and social security
26
8
-
-

Other creditors
119
1,549
92
1,528

Accruals and deferred income
2,887
3,169
2,531
2,296

226,944
165,356
226,667
165,364


Further details in respect of securities against a balance included within amounts owed to group companies are shown within the contingent liability note.


16.


SHARE CAPITAL

2025
2024
$
$
Allotted, called up and fully paid



188 (2024 - 188) Ordinary shares of $1.00 each
188
188



17.


RESERVES

Foreign exchange reserve

The foreign exchange reserve represents translation differences arising from the translation of financial statements of the group's foreign entities into United States Dollars ($).

Capital reserve

The Group has a capital reserve in place, which relates to additional capital paid in by the parent
company to assist UK company operations.

Profit and loss account

The Profit and loss account represents the cumulative profits and losses net of dividends and other
adjustments.

Page 27

 
TRICON ENERGY UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

18.


CONTINGENT LIABILITIES

At 31 December 2025, the Group had a contingent liability in the form of letters of credit amounting to $4,735,500 (2024 - $27,209,294). Tricon Energy UK Limited is jointly and severally liable for letters of credit in relation to other group companies party to the Syndicated loan agreement, of which the total group amounted to $231.3m (2024 - $191.7m).

The parent Company was also a borrower under a Syndicated loan agreement that the group facilitated during 2025. Tricon Dry Chemicals LLC draws down on the loan and then distributes to the other group companies included within the loan agreement. Total group utilisation was $550m as at 31 December 2025 (2024 - $460m). Of this total, $160.6m (2024 - $101.2m) is included within Tricon Energy UK Limited intercompany creditors and the remaining amount which totals $389.4m (2024 - $358.8m) represents a contingent liability. The Company also had a contingent liability in the form of fixed and floating charges over the assets of the Company in relation to this Syndicated loan agreement.

The value represents the allocated split on a working capital basis between the relevant group companies in the loan arrangement. All companies are jointly and severally liable for the full loan balance utilised.


19.


PENSION COMMITMENTS

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. Pension costs for the year have been charged at $90k (2024 - $70k) as outlined above. At the year end, $10k was owed to the scheme (2024 - $7k).


20.


COMMITMENTS UNDER OPERATING LEASES

At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2025
2024
2025
2024
$000
$000
$000
$000

Not later than 1 year
235
179
231
175

Later than 1 year and not later than 5 years
636
657
636
657

871
836
867
832


21.


RELATED PARTY TRANSACTIONS

The Group has taken advantage of the exemption in Section 33 of FRS 102 "Related Party Disclosures" from the requirement to disclose transactions with other members of the wholly owned group.

The Group entered into transactions with Chemieuro International SL, a group subsidiary not wholly owned, amounting to ($39)k (2024 - $13.5m).

Page 28

 
TRICON ENERGY UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

22.


ULTIMATE PARENT UNDERTAKING AND CONTROLLING PARTY

The immediate parent company is Tricon Dry Chemicals LLC, a limited liability company registered in Texas, U.S.A. The Tricon Group prepares group financial statements at Tricon International Holdings LLC (ultimate parent company). Copies can be obtained from 1500 Post Oak Boulevard, 18th Floor, Houston, Texas, 77056, U.S.A.

The ultimate controlling party is Mr. I. Torras.


Page 29