| REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 |
| FOR |
| SIP LIMITED |
| REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 |
| FOR |
| SIP LIMITED |
| SIP LIMITED (REGISTERED NUMBER: 02185735) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 | to | 4 |
| Report of the Directors | 5 | to | 6 |
| Report of the Independent Auditors | 7 | to | 9 |
| Income Statement | 10 |
| Other Comprehensive Income | 11 |
| Balance Sheet | 12 |
| Statement of Changes in Equity | 13 |
| Cash Flow Statement | 14 |
| Notes to the Cash Flow Statement | 15 |
| Notes to the Financial Statements | 16 | to | 26 |
| SIP LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| SENIOR STATUTORY AUDITOR: |
| AUDITORS: |
| Stag Gates House |
| 63/64 The Avenue |
| Southampton |
| Hampshire |
| SO17 1XS |
| BANKERS: |
| 15 Bishops Gate |
| London |
| EC2P 2AP |
| SOLICITORS: |
| Watchmaker Court |
| 33 St John's Lane |
| London |
| EC1M 4DB |
| SIP LIMITED (REGISTERED NUMBER: 02185735) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| The directors present their strategic report for the year ended 31 December 2025. |
| REVIEW OF BUSINESS |
| The trading results are summarized on page 11. |
| Overall performance was sound. |
| The growth of 2024, which was expected to continue to grow in 2025, did not appear. Sales volume in Drilling and Industrial slipped. Unit Margin has remained similar. |
| SIP's continuing strategy is to grow organically using our unique strengths of technical knowledge, agility, and supply options. |
| We continue to develop new suppliers of feedstocks and logistical services. |
| The Company continues to invest in Quality and Environmental management systems. |
| SIP's staff remain critical for the success of the Company and the ability to respond positively to the challenges of 2025. The Board would like to express thanks to all the employees for their contributions over the last year. |
| The Company has rigorous procedures for identifying, quantifying and mitigating all aspects of risks relevant to the business. The Directors are confident that the Company has adequate resources to continue in operational existence for the foreseeable future. |
| SIP LIMITED (REGISTERED NUMBER: 02185735) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The following are the most significant known risks and uncertainties facing the Company |
| Roll out of new ERP System |
| We risk disruption in time and costs in rolling out a new system. These risks will be carefully managed with involvement of the entire senior management team. |
| Economic Environment |
| Geo-political events and economic downturns may have a negative impact on the gross profit of the Company. Rise in prices and reduction of demand are risks that the Company manages through close attention to the quantity held in stock. |
| Foreign exchange risks |
| The Company has two main policies to protect itself. Firstly, it matches assets and liabilities in each currency, known as natural hedging, as far as possible. Secondly, where purchases and sales are contracted in unmatched currencies, future currency contracts are used to minimize the risks. |
| Operational risks |
| The Company is exposed to the risk of interruptions in supply, transport, quality problems or technical difficulties. The Company counters these risks through standardized quality and safety processes, by specifically training its employees, and improving communication throughout the company. The Company has taken out appropriate insurance to mitigate the risk of potential business interruptions. |
| Risks may also arise if the products purchased and delivered to customers do not meet the specifications agreed. However, the Company has procedures in place to purchase from reliable sources, and to track the quality of the product to the customer. |
| The framework of ISO 9001 is used to reduce all of our operational risks. |
| Another key risk to the Company would be a change in trading arrangements with suppliers. The Directors ensure that the Company has appropriate terms of trade with both suppliers and customers. These are reviewed on a regular basis. |
| KEY PERFORMANCE INDICATORS |
| The Company has a number of performance indicators. Aside from pure financial performance indicators, there are measures of quality and customer satisfaction. Those key to the Company are set out below. |
| Financial KPIs: MT sold, gross margin and net profit. |
| Non-Financial KPIs: As set out in ISO 9001, namely, customer complaints and non-conformances. |
| DEVELOPMENTS AND FUTURE OUTLOOK |
| In 2026, the conflict in the Middle East added uncertainty to the business. SIP has been able to navigate the supply chain issues with the support of their diverse suppliers. |
| SIP continues their sustainability and net-zero efforts through achieving the standards measured by Ecovadis Gold. SIP achieved Cyber Essentials Plus. |
| SIP LIMITED (REGISTERED NUMBER: 02185735) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| DUTY TO PROMOTE THE SUCCESS OF THE COMPANY |
| Duty to promote the success of the company. |
| (1) A director of a company must act in the way s/he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to- |
| (a) the likely consequences of any decision in the long term, |
| (b) the interests of the company's employees, |
| (c) the need to foster the company's business relationships with suppliers, customers and others, |
| (d) the impact of the company's operations on the community and the environment, |
| (e) the desirability of the company maintaining a reputation for high standards of business conduct, and |
| (f) the need to act fairly as between members of the company. |
| The Board accepts the duties above and has continued to act on them. |
| The Company is working on a three-year and ten year plan, and frames all important decisions in this long term framework. |
| The Company has a detailed Quarterly Review process which is linked to a Bonus scheme. The Quarterly Reviews let the company hear the employee concerns and address them clearly. The Company also holds Town Halls several times a year to allow questions to be asked in public. |
| The Company involves all departments in strengthening our relationships with our customers, suppliers and others through regular problem-solving and growth discussions. |
| The Company has been working hard on Ecovadis to minimize our impact on the environment. The Company has been recruiting and training from the local community. |
| The Company has always held itself to the highest standards of business conduct and has had to make some difficult decisions to maintain that. |
| The Board regularly reviews the fairness of the actions between members of the actions. |
| The Company continues to work through the strategy of removing the headaches of the customers and the headaches of the suppliers through our prompt, flexible and high service skills of our employees. |
| The Company provides technical expertise combined with close knowledge of the customer requirements and changing applications. The Company supplies products through a flexible and resilient supply chain. |
| Our employees play a key role in the Company's success and long-term prospects. The Company continues to provide an incentive scheme which brings out the most creative solutions to the different problems which arise. |
| The two shareholders work closely together to fulfil their duties as listed above. |
| ON BEHALF OF THE BOARD: |
| SIP LIMITED (REGISTERED NUMBER: 02185735) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| The directors present their report with the financial statements of the company for the year ended 31 December 2025. |
| PRINCIPAL ACTIVITY |
| The principal activity of the company in the year under review was that of the wholesale of petroleum and petroleum products. |
| DIVIDENDS |
| No interim dividend was paid during the year. The directors recommend a final dividend of |
| The total distribution of dividends for the year ended 31 December 2025 will be $ |
| RESEARCH AND DEVELOPMENT |
| In order to maintain and enhance its market-leading capabilities, the company actively undertakes research and development projects aimed at resolving technical uncertainties and achieving technological advances. |
| FUTURE DEVELOPMENTS |
| The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report. |
| Other changes in directors holding office are as follows: |
| Nigel Anthony Adams was appointed as director on 14 June 2026. |
| Michael Kenneth Douglas Hind resigned as director on 20 April 2026. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Strategic Report, the Report of the Directors 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; |
| - | 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. |
| SIP LIMITED (REGISTERED NUMBER: 02185735) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| AUDITORS |
| The auditors, Fiander ETL, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| SIP LIMITED |
| Opinion |
| We have audited the financial statements of SIP Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the company's affairs as at 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. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| SIP LIMITED |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 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. |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| 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 management, and from our commercial knowledge and experience. |
| - we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation. |
| 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. |
| - considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
| Audit response to risks identified |
| To address the risk of fraud through management bias and override of controls, we: |
| - performed analytical procedures to identify any unusual or unexpected relationships. |
| - tested journal entries to identify unusual transactions. |
| - assessed whether judgements and assumptions made in determining the accounting estimates. |
| - investigated the rationale behind significant or unusual transactions. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| SIP LIMITED |
| 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. |
| There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| Stag Gates House |
| 63/64 The Avenue |
| Southampton |
| Hampshire |
| SO17 1XS |
| SIP LIMITED (REGISTERED NUMBER: 02185735) |
| INCOME STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 2025 | 2024 |
| Notes | $ | $ |
| TURNOVER | 4 |
| Cost of sales |
| GROSS PROFIT |
| Administrative expenses |
| 204,103 | 714,654 |
| Other operating income |
| OPERATING PROFIT | 7 |
| Interest receivable and similar income |
| 278,957 | 733,801 |
| Interest payable and similar expenses | 8 |
| PROFIT BEFORE TAXATION |
| Tax on profit | 9 | ( |
) |
| PROFIT FOR THE FINANCIAL YEAR |
| SIP LIMITED (REGISTERED NUMBER: 02185735) |
| OTHER COMPREHENSIVE INCOME |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 2025 | 2024 |
| Notes | $ | $ |
| PROFIT FOR THE YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| SIP LIMITED (REGISTERED NUMBER: 02185735) |
| BALANCE SHEET |
| 31 DECEMBER 2025 |
| 2025 | 2024 |
| Notes | $ | $ | $ | $ |
| FIXED ASSETS |
| Intangible assets | 11 |
| Tangible assets | 12 |
| Investments | 13 |
| CURRENT ASSETS |
| Stocks | 14 |
| Debtors | 15 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 16 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| PROVISIONS FOR LIABILITIES | 18 |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 19 |
| Currency translation reserve | 20 |
| Retained earnings | 20 |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| SIP LIMITED (REGISTERED NUMBER: 02185735) |
| STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| Called up | Currency |
| share | Retained | translation | Total |
| capital | earnings | reserve | equity |
| $ | $ | $ | $ |
| Balance at 1 January 2024 |
| Changes in equity |
| Dividends | - | ( |
) | - | ( |
) |
| Total comprehensive income | - |
| Balance at 31 December 2024 |
| Changes in equity |
| Dividends | - | ( |
) | - | ( |
) |
| Total comprehensive income | - |
| Balance at 31 December 2025 |
| SIP LIMITED (REGISTERED NUMBER: 02185735) |
| CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 2025 | 2024 |
| Notes | $ | $ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | ( |
) |
| Interest paid | ( |
) | ( |
) |
| Tax (paid)/repaid | ( |
) |
| Net cash from operating activities | ( |
) |
| Cash flows from investing activities |
| Purchase of intangible fixed assets | ( |
) |
| Purchase of tangible fixed assets | ( |
) | ( |
) |
| Sale of intangible fixed assets | ( |
) |
| Sale of tangible fixed assets |
| Interest received |
| Net cash from investing activities | ( |
) | ( |
) |
| Cash flows from financing activities |
| Equity dividends paid | ( |
) | ( |
) |
| Net cash from financing activities | ( |
) | ( |
) |
| Increase/(decrease) in cash and cash equivalents | ( |
) |
| Cash and cash equivalents at beginning of year |
2 |
1,460,323 |
| Cash and cash equivalents at end of year |
2 |
2,480,213 |
106,375 |
| SIP LIMITED (REGISTERED NUMBER: 02185735) |
| NOTES TO THE CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 2025 | 2024 |
| $ | $ |
| Profit before taxation |
| Loss on disposal of fixed assets |
| Increase/ (decrease) in provisions | (146,352 | ) | 2,489 |
| Depreciation of tangible fixed assets | 9,943 | 7,597 |
| Amortisation of intangible fixed assets | 12,457 | 22,923 |
| Finance costs | 121,368 | 130,384 |
| Finance income | (1,814 | ) | (2,807 | ) |
| 153,191 | 769,272 |
| Decrease/(increase) in stocks | ( |
) |
| Decrease/(increase) in trade and other debtors | ( |
) |
| (Decrease)/increase in trade and other creditors | ( |
) |
| Cash generated from operations | ( |
) |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Year ended 31 December 2025 |
| 31/12/25 | 1/1/25 |
| $ | $ |
| Cash and cash equivalents | 2,480,213 | 106,375 |
| Year ended 31 December 2024 |
| 31/12/24 | 1/1/24 |
| $ | $ |
| Cash and cash equivalents | 106,375 | 1,460,323 |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1/1/25 | Cash flow | At 31/12/25 |
| $ | $ | $ |
| Net cash |
| Cash at bank | 106,375 | 2,373,838 | 2,480,213 |
| 106,375 | 2,480,213 |
| Total | 106,375 | 2,373,838 | 2,480,213 |
| SIP LIMITED (REGISTERED NUMBER: 02185735) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 1. | STATUTORY INFORMATION |
| SIP Limited is a |
| 2. | ACCOUNTING POLICIES |
| BASIS OF PREPARING THE FINANCIAL STATEMENTS |
| These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting |
| Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006. |
| The financial statements are prepared in USD, 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. |
| TURNOVER |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, |
| rebates, value added tax and other sales taxes.Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates. |
| Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably. |
| INTANGIBLE ASSETS |
| Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment loss. |
| All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. |
| Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases: |
| Patents & Licences 10% Straight Line |
| Trademarks 10% Straight Line |
| IT Projects over 3 years |
| TANGIBLE FIXED ASSETS |
| Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. |
| Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases: |
| Fixtures and fittings 20% straight line and 33% straight line |
| Motor vehicles 25% straight line |
| The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss. |
| SIP LIMITED (REGISTERED NUMBER: 02185735) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| STOCKS |
| Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. |
| Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential. |
| At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss. |
| FINANCIAL INSTRUMENTS |
| The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments. |
| Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument. |
| Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. |
| Basic financial assets |
| Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised. |
| Classification of financial liabilities |
| Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. |
| Basic financial liabilities |
| Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised. |
| Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. |
| Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. |
| TAXATION |
| The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as |
| reported in the profit and loss account because it excludes items of income or expense that are taxable |
| or deductible in other years and it further excludes items that are never taxable or deductible. The |
| company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date. |
| SIP LIMITED (REGISTERED NUMBER: 02185735) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| DEFERRED TAX |
| Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. |
| The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority. |
| FOREIGN CURRENCIES |
| Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. |
| At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non monetary items measured at fair value are measured using the exchange rate when fair value was determined. |
| Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit and loss except when deferred in other comprehensive income as qualifying cash flow hedges. |
| Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit and loss within 'other operating income'. |
| LEASING COMMITMENTS |
| Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed. |
| PENSION COSTS AND OTHER POST-RETIREMENT BENEFITS |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
| GOING CONCERN |
| At the time of approving the financial statements, the directors have a reasonable expectation that the |
| company has adequate resources to continue in operational existence for the foreseeable future. Thus |
| the directors continue to adopt the going concern basis of accounting in preparing the financial statements. |
| SIP LIMITED (REGISTERED NUMBER: 02185735) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| INVOICE DISCOUNTING |
| The company has an invoice discounting arrangement. The amounts owed to the company are included in trade receivables and the amounts owed to the invoice discounting company are included in short term borrowings. The amounts owed to the invoice discounting company represent the difference between the amounts advanced by the invoice discounting company and the invoices discounted. The interest element of the invoice discounting charges and other related costs are recognised as they accrue and are included in the Income statement within finance costs. |
| CASH AND CASH EQUIVALENTS |
| Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities. |
| 3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
| In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
| The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. |
| A provision for annuity is recognised which attempts to quantify future annuity payments expected to be made in the future. This is split between amounts expected to be paid within one year and amounts expected to be paid thereafter. The directors have chosen to recognise further liabilities under the annuity provision agreement when the associated staff member retires |
| Deferred tax assets are recognised for all unabsorbed tax losses and unutilised capital allowances to the extent that it is probable that taxable profit will be available against which the losses and capital allowances can be utilised. Significant judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies. |
| Stock are reviewed on a regular basis and the company will make allowance for excess or obsolete stock and write down to net realisable value based primarily on historical trends and management estimates of expected and future product demand and related pricing. |
| These reviews require judgement and estimates. Possible changes in these estimates could result in revisions to the valuation of stock. |
| Directors consider the key sources of accounting estimates relate to the expected life expectancy when calculating the provisions of annuity. The expected life expectancy is based on Office for National Statistics published data. |
| The value of the annuity provision at the reporting date was $535,647 (2024: $505,033) |
| SIP LIMITED (REGISTERED NUMBER: 02185735) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 4. | TURNOVER |
| 2025 | 2024 |
| $ | $ |
| Turnover analysed by geographical market |
| Europe - EU | 12,885,886 | 14,424,409 |
| Europe - Non EU | 15,594,390 | 25,532,007 |
| Asia | 74,138 | 200,580 |
| Middle East | 64,005 | 63,559 |
| Oceania | 95,589 | - |
| Africa | 54,588 | 46,066 |
| Americas | 4,131 | - |
| 28,772,727 | 40,266,621 |
| 2025 | 2024 |
| $ | $ |
| Revenue by category |
| Drilling fluids | 9,557,096 | 19,490,558 |
| Industrial | 6,035,977 | 7,300,905 |
| Pharmaceutical | 10,379,370 | 11,302,256 |
| Speciality fluids | 2,800,284 | 2,168,754 |
| 28,772,727 | 40,262,473 |
| 5. | EMPLOYEES AND DIRECTORS |
| The average monthly number of persons (including directors) employed by the company during the year was: |
| 2025 | 2024 |
| Number | Number |
| Sales and administration | 20 | 20 |
| Their aggregate remuneration comprised: |
| 2025 | 2024 |
| $ | $ |
| Wages and salaries | 2,103,484 | 2,533,855 |
| Social security | 288,439 | 196,652 |
| Pension costs | 101,987 | 109,953 |
| 2,493,911 | 2,840,460 |
| SIP LIMITED (REGISTERED NUMBER: 02185735) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 6. | DIRECTORS' EMOLUMENTS |
| 2025 | 2024 |
| $ | $ |
| Remuneration for qualifying services | 599,626 | 920,554 |
| Company pension contributions to defined contribution schemes | 22,489 | 27,061 |
| 622,115 | 947,615 |
| Remuneration disclosed above include the following amounts paid to the highest paid director: |
| 2025 | 2024 |
| $ | $ |
| Remuneration for qualifying services | 247,412 | 387,804 |
| During the year retirement benefits were accruing to 2 directors (2024: 2) in respect of defined contribution pension schemes. |
| 7. | OPERATING PROFIT |
| The operating profit is stated after charging/(crediting): |
| 2025 | 2024 |
| $ | $ |
| Other operating leases |
| Depreciation - owned assets |
| Loss on disposal of fixed assets |
| Patents and licences amortisation |
| Trademarks amortisation |
| Computer software amortisation |
| Auditors' remuneration |
| Foreign exchange differences | ( |
) | ( |
) |
| 8. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2025 | 2024 |
| $ | $ |
| Invoice finance interest |
| SIP LIMITED (REGISTERED NUMBER: 02185735) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 9. | TAXATION |
| 2025 | 2024 |
| $ | $ |
| Current tax |
| Adjustments in respect of prior periods | (61,516 | ) | (4,611 | ) |
| Deferred tax |
| Origination and reversal of timing differences | (8,798 | ) | 83,114 |
| Total tax charge | (70,314 | ) | 78,503 |
| The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows: |
| 2025 | 2024 |
| $ | $ |
| Profit before taxation | 173,018 | 603,417 |
| Expected tax charge based on standard rate in the UK of 25% (2024:25%) | 43,255 | 150,854 |
| Tax effect of expenses that are not deductible in determining taxable profit | 623 | (4,505 | ) |
| Change in unrecognised deferred tax assets | (8,798 | ) | 83,114 |
| Permanent capital allowances in excess of depreciation | 13,612 | 3,396 |
| Under/(over) provided in prior years | (61,516 | ) | (4,611 | ) |
| Profit on sale of fixed assets | 0 | 1,317 |
| Utilisation of losses brought forward | (61,969 | ) | (151,062 | ) |
| Other adjustments | 4,479 |
| (70,314 | ) | 78,503 |
| 10. | DIVIDENDS |
| 2025 | 2024 |
| $ | $ |
| Final paid | 100,000 | 200,000 |
| SIP LIMITED (REGISTERED NUMBER: 02185735) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 11. | INTANGIBLE FIXED ASSETS |
| Patents and | Computer |
| licences | Trademarks | software | Totals |
| $ | $ | $ | $ |
| COST |
| At 1 January 2025 |
| and 31 December 2025 |
| AMORTISATION |
| At 1 January 2025 |
| Amortisation for year |
| At 31 December 2025 |
| NET BOOK VALUE |
| At 31 December 2025 |
| At 31 December 2024 |
| 12. | TANGIBLE FIXED ASSETS |
| Fixtures |
| and | Motor |
| fittings | vehicles | Totals |
| $ | $ | $ |
| COST |
| At 1 January 2025 |
| Additions |
| At 31 December 2025 |
| DEPRECIATION |
| At 1 January 2025 |
| Charge for year |
| At 31 December 2025 |
| NET BOOK VALUE |
| At 31 December 2025 |
| At 31 December 2024 |
| 13. | FIXED ASSET INVESTMENTS |
| Investments (neither listed nor unlisted) were as follows: |
| 2025 | 2024 |
| $ | $ |
| Investments in subsidiaries | 12,226 | 12,226 |
| SIP LIMITED (REGISTERED NUMBER: 02185735) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 13. | FIXED ASSET INVESTMENTS - continued |
| The company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Registered office: Liersteenweg 400. 2800 Mechelen, Belgium |
| Nature of business: |
| % |
| Class of shares: | holding |
| $ | $ |
| Aggregate capital and reserves |
| (Loss)/profit for the year | ( |
) |
| The financial statements of SIP Oils and Fluids Europe BV have not been consolidated into the financial statements of SIP Limited as the inclusion is not material for the purpose of giving a true and fair view of the financial position. |
| Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss. |
| A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. |
| 14. | STOCKS |
| 2025 | 2024 |
| $ | $ |
| Stocks |
| 15. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| $ | $ |
| Trade debtors |
| Amounts owed by group undertakings |
| Other debtors |
| Tax |
| Deferred tax asset |
| Prepayments and accrued income |
| SIP LIMITED (REGISTERED NUMBER: 02185735) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| $ | $ |
| Trade creditors |
| Social security and other taxes |
| Dividends payable | - | 50,000 |
| Other creditors |
| Accruals and deferred income |
| 17. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 2025 | 2024 |
| $ | $ |
| Within one year |
| Between one and five years |
| 18. | PROVISIONS FOR LIABILITIES |
| 2025 | 2024 |
| $ | $ |
| Other provisions | 389,295 | 375,110 |
| Deferred | Other |
| tax | provisions |
| $ | $ |
| Balance at 1 January 2025 | ( |
) |
| (Credit)/charge to Income Statement during year | ( |
) |
| Balance at 31 December 2025 | ( |
) |
| The deferred tax is an asset where as other provisions is recognised as a liability. |
| Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. |
| The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises. |
| 19. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2025 | 2024 |
| value: | $ | $ |
| Ordinary | £1 | 148,160 | 148,160 |
| SIP LIMITED (REGISTERED NUMBER: 02185735) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 20. | RESERVES |
| Currency |
| Retained | translation |
| earnings | reserve | Totals |
| $ | $ | $ |
| At 1 January 2025 | 5,482,216 |
| Profit for the year |
| Dividends | ( |
) | ( |
) |
| At 31 December 2025 | 5,610,119 |
| 21. | PENSION COMMITMENTS |
| Defined contribution schemes |
| 2025 | 2024 |
| $ | $ |
| Charge to profit or loss in respect of defined contribution schemes | 101,987 | 109,953 |
| The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. |
| At the year end outstanding contributions amounted to $15,084 (2024: $14,010). |