| REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER 2025 |
| FOR |
| COUNT ENERGY DISTRIBUTION LIMITED |
| REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER 2025 |
| FOR |
| COUNT ENERGY DISTRIBUTION LIMITED |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| for the year ended 31st December 2025 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 5 |
| Report of the Independent Auditors | 7 |
| Income Statement | 10 |
| Other Comprehensive Income | 11 |
| Statement of Financial Position | 12 |
| Statement of Changes in Equity | 13 |
| Statement of Cash Flows | 14 |
| Notes to the Statement of Cash Flows | 15 |
| Notes to the Financial Statements | 17 |
| COUNT ENERGY DISTRIBUTION LIMITED |
| COMPANY INFORMATION |
| for the year ended 31st December 2025 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditors |
| Chartered Accountants |
| Priestley House |
| Priestley Gardens |
| Chadwell Heath |
| Essex |
| RM6 4SN |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| STRATEGIC REPORT |
| for the year ended 31st December 2025 |
| The directors present their strategic report for the year ended 31st December 2025. |
| REVIEW OF BUSINESS |
| Count Energy Distribution is a global trade company operating in the petrochemical industry, specialising in the sourcing, distribution, and supply of selected chemicals across international markets. Our aim is to consistently deliver value to our customers through high-quality products, technical expertise, reliable logistics, and full compliance with international safety and environmental standards. Leveraging our strong, long-term relationships across Europe and our efficient logistics networks, we provide our strategic customers and suppliers with flexible supply options under term contracts. Furthermore, we support our industry partners via permanent contracts by actively managing their long-term supply and demand needs, ensuring reliability and continuity in a dynamic market environment. |
| 2025 was a pivotal year for Count Energy Distribution, characterised by both challenges and significant progress. Turnover increased by 7.2% and gross profit by 26.5%, reflecting a stronger balanced product portfolio. EBITDA, however, declined by 87%, as a result of a movement of business from CED BV to CED LTD. As such, the management recharge was significantly lower than prior years. The movement of business from CED BV to CED LTD did not have an impact on profitability. Overall, reduced EBITDA was due to expansion and the costs incurred in relation to it. This was expected, and reflects deliberate investment, as our focus during 2025 remained on developing strong and sustainable relationships with new customers and suppliers and investing in the foundations for future growth. This is an investment phase that has broadened the Company's commercial base. It expects the investment to support improved profitability in the upcoming years as new relationships mature and the product portfolio diversifies further. |
| The results for the year and the financial position of the Company are as shown in the annexed financial statements. |
| STRATEGIC OBJECTIVES |
| During the year, our strategy has been guided by three core priorities: |
| 1 | Geographic Expansion - broadening our global footprint by entering new and high-potential markets such as |
| Latin America, Africa and India. From a strong European base to a reputable distributor in growth regions. |
| 2 | Balanced portfolio - maintaining a balanced product portfolio by supplying high volumes of commodities with |
| lower margins, while also expanding the lower-volume of new product categories, speciality chemicals, with a higher profit margin. |
| 3 | Sustainability & Compliance - strengthening our ESG framework and ensuring compliance with international |
| best practices. Our ambition is to remain within the top 1% of globally recognised sustainable companies by continue reducing environmental impact, investing in safe handling of chemicals, and ensuring ethical business conduct. |
| Our long-term ambition is to position Count Energy Distribution as a preferred partner in chemical trading, balancing profitability with environmental and social responsibility. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| Economic downturn |
| The financial year 2025 was shaped by geopolitical uncertainty, shifting trade tariffs and volatile petrochemical prices. China's rapidly expanding manufacturing capacity, including in the automotive sector, has increased global supply and intensified competition, contributing to a shift in production and supply towards China. At the same time, changes in European industrial production and demand affected customer volumes and purchasing patterns. |
| Despite these challenges, we were able to use the uncertainty in 2025 to focus on customer diversification, supported by the introduction of new product categories. The Company acknowledges the importance of maintaining close relationships with its key customers to spot early signs of potential financial stress. We review sales trends in our main markets continually so that we can act quickly if demand weakens. |
| Competitor pressure |
| The market in which the Company operates is considered to be competitive, and therefore competitor pressure could result in losing sales to key competitors. The Company manages this risk by providing quality services and maintaining strong relationships with its key customers. |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| STRATEGIC REPORT |
| for the year ended 31st December 2025 |
| Reliance on key suppliers |
| The Company's purchasing activities could expose it to over reliance on certain suppliers and inflationary pricing pressure. The Company manages this risk by ensuring there is enough breadth in its supplier base and by constantly seeking to find potential alternative suppliers that may be used, if necessary. To counter this, we expanded and diversified our supplier network in 2025, even at initially higher cost. This strategic shift is already strengthening trust, improving supply security, and positioning us for future cost optimisation. |
| Loss of key personnel |
| This would present significant operational difficulties for the Company. Management seek to ensure that key personnel are appropriately remunerated to ensure that good performance is recognised. Management has also implemented a cross-training and backup arrangement. A second person is familiar with the relevant tasks, processes, and responsibilities within the domain. This reduces single-person dependency and ensures continuity of work in the event of absence or loss of key personnel. |
| KEY PERFORMANCE INDICATORS ("KPI") |
| The company assesses the following as key performance indicators: |
| Revenues of £107.6m, up 7.2% from £100.4m in FY 2024. |
| Gross profit of £3.0m, up 26.5% from £2.4m in FY 2024. |
| Gross margin % of 2.78%, up 0.42% from 2.36% in FY 2024. |
| EBITDA of £0.04m, down 87% from £0.29m in FY 2024. |
| Cash balances of £3.6m, up 479% from £0.8m in FY 2024. |
| 2024 was used as a platform to move forward in 2025. The focus was developing, building and expanding new supplier relationships in various countries, allowing for flexibility and pivoting in times of geopolitical uncertainty. We expected this to come at a cost, which is shown in the reduction of EBITDA. However, focus on new higher margin product bases and alternative suppliers puts us in a better position for upcoming years. |
| SUSTAINABILITY |
| The Count Group aims to link today's petrochemical industry with a more sustainable future by making sustainable alternatives accessible to the market. |
| We monitor our sustainability performance through our Environmental, Social and Governance (ESG) framework and report on it every year using internationally recognised standards, including the GRI Standards and the GHG Protocol. We want to work with our partners to build an industry in which commercial success and sustainability go hand in hand, by supplying affordable, high-quality circular feedstock as efficiently as possible. Research underpins our ESG strategy, focusing on advanced recycled feedstock, carbon accounting best practice and emerging ESG legislation. |
| We are expanding our focus on products derived from Organic and more sustainable sources, in response to growing customer demand for sustainable alternatives. We are also exploring opportunities to improve our environmental footprint across our product portfolio and supply chain, while maintaining the high-quality standards expected by our customers. This approach supports our broader sustainability objectives and enables us to respond to the increasing demand for responsibly sourced and environmentally conscious products. |
| In 2025, Count Energy Distribution Limited again achieved the Ecovadis' Platinum Medal, placing it in the top 1% of companies assessed by EcoVadis worldwide. EcoVadis is a leading independent platform that rates businesses on their environmental, social, ethical and procurement practices. The renewal reflects our lasting commitment to responsible business and to moving the chemical industry towards a more sustainable future. |
| We also maintained ISO 9001 certification for our Quality Management System. The fundamental goal of the Quality management System is to ensure that all suppliers and customers are vetted to ensure product safety, quality and compliance as well as checking financial suitability. Also, to ensure that all material stored and then delivered to customers is within the required specification of quality, the necessary safety parameters and is handled in compliance with all local regulations. Service level is also critical in all the above steps. |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| STRATEGIC REPORT |
| for the year ended 31st December 2025 |
| SECTION 172(1) STATEMENT |
| In accordance with The Companies (Miscellaneous Reporting) Regulations 2018. The Directors confirm that they consider: |
| 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 relationship 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. |
| ON BEHALF OF THE BOARD: |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| REPORT OF THE DIRECTORS |
| for the year ended 31st December 2025 |
| The directors present their report with the financial statements of the company for the year ended 31st December 2025. |
| PRINCIPAL ACTIVITY |
| The company's principal activity during the period was the trading and distribution of industrial chemicals. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31st December 2025. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1st January 2025 to the date of this report. |
| Other changes in directors holding office are as follows: |
| 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT 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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| REPORT OF THE DIRECTORS |
| for the year ended 31st December 2025 |
| AUDITORS |
| The auditors, Chegwidden & Co, 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 |
| COUNT ENERGY DISTRIBUTION LIMITED |
| Opinion |
| We have audited the financial statements of Count Energy Distribution Limited (the 'company') for the year ended 31st December 2025 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and 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 31st December 2025 and of its 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 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 |
| COUNT ENERGY DISTRIBUTION 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. 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: |
| - Enquiry of management, those charged with governance around actual and potential litigation and claims. |
| - Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and |
| regulations that could give rise to a material misstatement in the financial statements, including, but not limited to, |
| UK tax legislation and the equivalent local laws and regulations in geographical markets in which the Company |
| operates. |
| - Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with |
| applicable laws and regulations. |
| - Auditing the risk of management override of controls, including through testing journal entries and other |
| adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the |
| normal course of business. |
| Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| COUNT ENERGY DISTRIBUTION LIMITED |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| Statutory Auditors |
| Chartered Accountants |
| Priestley House |
| Priestley Gardens |
| Chadwell Heath |
| Essex |
| RM6 4SN |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| INCOME STATEMENT |
| for the year ended 31st December 2025 |
| 2025 | 2024 |
| Notes | £ | £ | £ | £ |
| TURNOVER | 3 |
| Cost of sales |
| GROSS PROFIT |
| Distribution costs |
| Administrative expenses |
| 3,310,440 | 3,165,501 |
| (315,902 | ) | (798,937 | ) |
| Other operating income |
| 184,934 | 475,127 |
| Interest payable and similar expenses | 5 |
| (LOSS)/PROFIT BEFORE TAXATION | 6 | ( |
) |
| Tax on (loss)/profit | 7 | ( |
) |
| (LOSS)/PROFIT FOR THE FINANCIAL YEAR |
( |
) |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| OTHER COMPREHENSIVE INCOME |
| for the year ended 31st December 2025 |
| 2025 | 2024 |
| Notes | £ | £ |
| (LOSS)/PROFIT FOR THE YEAR | ( |
) |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE (LOSS)/INCOME FOR THE YEAR |
( |
) |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| STATEMENT OF FINANCIAL POSITION |
| 31st December 2025 |
| 2025 | 2024 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 8 |
| Tangible assets | 9 |
| CURRENT ASSETS |
| Stocks | 10 |
| Debtors | 11 |
| Cash and cash equivalents |
| CREDITORS |
| Amounts falling due within one year | 12 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
13 |
( |
) |
| PROVISIONS FOR LIABILITIES | 17 | ( |
) | ( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 18 |
| Capital reserve | 19 |
| Retained earnings | 19 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| STATEMENT OF CHANGES IN EQUITY |
| for the year ended 31st December 2025 |
| Called up |
| share | Retained | Capital | Total |
| capital | earnings | reserve | equity |
| £ | £ | £ | £ |
| Balance at 1st January 2024 |
| Changes in equity |
| Profit for the year | - | 90,880 | - | 90,880 |
| Total comprehensive income | - |
| Balance at 31st December 2024 |
| Changes in equity |
| Deficit for the year | - | (107,248 | ) | - | (107,248 | ) |
| Total comprehensive loss | - | ( |
) | ( |
) |
| Balance at 31st December 2025 |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| STATEMENT OF CASH FLOWS |
| for the year ended 31st December 2025 |
| 2025 | 2024 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 |
| Interest paid | ( |
) | ( |
) |
| Tax paid | ( |
) |
| Net cash from operating activities |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | ( |
) | ( |
) |
| Sale of tangible fixed assets |
| Net cash from investing activities | ( |
) | ( |
) |
| Cash flows from financing activities |
| Capital repayments in year | ( |
) | ( |
) |
| Net cash from financing activities | ( |
) | ( |
) |
| Increase in cash and cash equivalents |
| Cash and cash equivalents at beginning of year |
2 |
607,098 |
(5,184,016 |
) |
| Cash and cash equivalents at end of year | 2 | 3,613,086 |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| NOTES TO THE STATEMENT OF CASH FLOWS |
| for the year ended 31st December 2025 |
| 1. | RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 2025 | 2024 |
| £ | £ |
| (Loss)/profit before taxation | ( |
) |
| Depreciation charges |
| Loss on disposal of fixed assets |
| Finance costs | 335,965 | 361,232 |
| 369,921 | 644,129 |
| 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 Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
| Year ended 31st December 2025 |
| 31.12.25 | 1.1.25 |
| £ | £ |
| Cash and cash equivalents | 3,613,086 | 754,834 |
| Bank overdrafts | ( |
) |
| 3,613,086 | 607,098 |
| Year ended 31st December 2024 |
| 31.12.24 | 1.1.24 |
| £ | £ |
| Cash and cash equivalents | 754,834 | 790,201 |
| Bank overdrafts | ( |
) | ( |
) |
| 607,098 | (5,184,016 | ) |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| NOTES TO THE STATEMENT OF CASH FLOWS |
| for the year ended 31st December 2025 |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1.1.25 | Cash flow | At 31.12.25 |
| £ | £ | £ |
| Net cash |
| Cash and cash equivalents | 754,834 | 2,858,252 | 3,613,086 |
| Bank overdrafts | (147,736 | ) | 147,736 | - |
| 607,098 | 3,613,086 |
| Debt |
| Finance leases | (80,606 | ) | 16,663 | (63,943 | ) |
| (80,606 | ) | 16,663 | (63,943 | ) |
| Total | 526,492 | 3,022,651 | 3,549,143 |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| NOTES TO THE FINANCIAL STATEMENTS |
| for the year ended 31st December 2025 |
| 1. | GENERAL INFORMATION |
| Count Energy Distribution Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information on page 1 of these financial statements. |
| The Company is a 100% subsidiary of COUNT Energy Distribution B.V. ("the Shareholder") located at Antwerp in Belgium. The Company is part of a group headed by the Shareholder ("the Group"). |
| The purpose of the Company is to carry out all activities related to trading and distribution of chemicals/chemical products. |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The financial statements have been prepared in accordance with applicable accounting standards including Financial Reporting Standard 102 The Financial Reporting Standard Applicable in the UK and Republic of Ireland (FRS 102) and the Companies Act 2006. The financial statements have been prepared on a going concern basis under the historical cost convention, modified to include certain items at fair value. |
| The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £1. |
| Significant judgements and estimates |
| The financial statements include areas of judgement and accounting estimates. While these areas do not meet the definition under FRS 102 of significant accounting estimates under critical accounting judgements, the recognition and measurement of certain material assets and liabilities are based on assumptions and/or are subject to long term uncertainties. The areas of judgements and accounting estimates are: |
| - Taxation - refer to note 7 |
| - Residual values and useful economic lives of property, plant and equipment - refer to note 11 |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable net of VAT and trade discounts. The policies adopted for the recognition of turnover are as follows: |
| Sale of goods - Turnover from the sale of chemical products are recognised when significant risks and rewards of ownership of the goods have transferred to the buyer, the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. This is usually on the delivery of the goods to the customer. |
| Rendering of services - When providing day services, turnover is usually recognised on completion of the service and, for monthly engagements, it is recognised by reference to the stage of completion at the balance sheet date. |
| Interest receivable - Interest income is recognised using the effective interest method. |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31st December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Tangible fixed assets |
| Tangible fixed assets held for the company's own use are stated at cost less accumulated depreciation and accumulated impairment losses. |
| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful |
| life or, if held under a finance lease, over the lease term, whichever is the shorter. |
| Plant and machinery - 25% on cost |
| Fixtures and fittings - 25% on cost |
| Motor vehicles - 25% on cost |
| Stocks |
| Stocks are valued at the lower of cost and net realisable value (selling price less selling costs and costs to complete), after making due allowance for any damaged, obsolete and slow moving items. Cost includes all cost of purchase and other costs incurred in bringing stock to its present location and condition. Cost is calculated using the first-in, first-out formula. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date. |
| Deferred taxation |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Foreign currencies |
| Foreign currency transactions are initially recognised by applying to the foreign currency amount the spot exchange rate between the functional currency and the foreign currency at the date of the transaction. |
| Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. |
| Hire purchase and leasing commitments |
| Assets acquired under finance leases are capitalised and depreciated over the shorter of the lease term and the expected useful life of the asset. Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding lease liability using the effective interest method. The related obligations, net of future finance charges, are included in creditors. |
| Rentals payable and receivable under operating leases are charged to the profit and loss account on a straight line basis over the period of the lease. |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31st December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Pension costs and other post-retirement benefits |
| When employees have rendered service to the company, short-term employee benefits to which the employees are entitled are recognised at the undiscounted amount expected to be paid in exchange for that service. |
| The company operates a defined contribution pension scheme for the benefit of its employees. Contributions are expensed as they become payable. |
| Financial instruments |
| Financial assets such as cash and debtors are measured at the present value of the amounts receivable, less an allowance for the expected level of doubtful receivables. Financial liabilities such as trade creditors, loans and finance leases are measured at the present value of the obligation. an equity instrument is any contact that evidences as a residual interest in the assets of the company after deducting all of its liabilities. |
| Impairment |
| Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease. |
| Provisions |
| Provisions are recognised when the company has an obligation at the balance sheet date as a result of a past event, it is probable that an outflow of economic benefits will be required in settlement and the amount can be reliably estimated. |
| 3. | TURNOVER |
| The turnover and loss (2024 - profit) before taxation are attributable to the one principal activity of the company. |
| An analysis of turnover by class of business is given below: |
| 2025 | 2024 |
| £ | £ |
| An analysis of turnover by geographical market is given below: |
| 2025 | 2024 |
| £ | £ |
| United Kingdom |
| Europe |
| South America |
| North America | 211,930 | 13,546 |
| Africa | 1,787,701 | 617,279 |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31st December 2025 |
| 4. | EMPLOYEES AND DIRECTORS |
| 2025 | 2024 |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| The average number of employees during the year was as follows: |
| 2025 | 2024 |
| Management and Administration | 7 | 9 |
| Sales | 8 | 10 |
| Logistics and Operations | 6 | 7 |
| 2025 | 2024 |
| £ | £ |
| Directors' remuneration |
| Directors' pension contributions to money purchase schemes |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Money purchase schemes |
| Information regarding the highest paid director for the year ended 31st December 2025 is as follows: |
| 2025 |
| £ |
| Emoluments etc |
| Pension contributions to money purchase schemes |
| 5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2025 | 2024 |
| £ | £ |
| Bank charges & interest |
| Other Interest |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31st December 2025 |
| 6. | (LOSS)/PROFIT BEFORE TAXATION |
| The loss (2024 - profit) is stated after charging/(crediting): |
| 2025 | 2024 |
| £ | £ |
| Other operating leases |
| Depreciation - owned assets |
| Depreciation - assets on finance leases |
| Loss on disposal of fixed assets |
| Computer software amortisation |
| Auditors' remuneration |
| Foreign exchange differences | ( |
) |
| 7. | TAXATION |
| Analysis of the tax (credit)/charge |
| The tax (credit)/charge on the loss for the year was as follows: |
| 2025 | 2024 |
| £ | £ |
| Current tax: |
| UK corporation tax |
| Deferred tax | ( |
) | ( |
) |
| Tax on (loss)/profit | ( |
) |
| Reconciliation of total tax (credit)/charge included in profit and loss |
| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2025 | 2024 |
| £ | £ |
| (Loss)/profit before tax | ( |
) |
| (Loss)/profit multiplied by the standard rate of corporation tax in the UK of |
( |
) |
| Effects of: |
| Expenses not deductible for tax purposes |
| Income not taxable for tax purposes | ( |
) |
| Capital allowances in excess of depreciation | ( |
) | ( |
) |
| forward) |
| Overpayment interest received | (4,838 | ) | (5,563 | ) |
| Total tax (credit)/charge | (43,783 | ) | 23,015 |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31st December 2025 |
| 8. | INTANGIBLE FIXED ASSETS |
| Computer |
| software |
| £ |
| COST |
| At 1st January 2025 |
| Disposals | ( |
) |
| At 31st December 2025 |
| AMORTISATION |
| At 1st January 2025 |
| Amortisation for year |
| Eliminated on disposal | ( |
) |
| At 31st December 2025 |
| NET BOOK VALUE |
| At 31st December 2025 |
| At 31st December 2024 |
| 9. | TANGIBLE FIXED ASSETS |
| Improvements | Fixtures |
| to | and | Motor |
| property | fittings | vehicles | Totals |
| £ | £ | £ | £ |
| COST |
| At 1st January 2025 |
| Additions |
| Disposals | ( |
) | ( |
) |
| At 31st December 2025 |
| DEPRECIATION |
| At 1st January 2025 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) |
| At 31st December 2025 |
| NET BOOK VALUE |
| At 31st December 2025 |
| At 31st December 2024 |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31st December 2025 |
| 9. | TANGIBLE FIXED ASSETS - continued |
| Fixed assets, included in the above, which are held under finance leases are as follows: |
| Motor |
| vehicles |
| £ |
| COST |
| At 1st January 2025 |
| and 31st December 2025 |
| DEPRECIATION |
| At 1st January 2025 |
| Charge for year |
| At 31st December 2025 |
| NET BOOK VALUE |
| At 31st December 2025 |
| At 31st December 2024 |
| 10. | STOCKS |
| 2025 | 2024 |
| £ | £ |
| Stocks |
| 11. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Trade debtors |
| Amounts owed by group undertakings |
| Tax |
| Prepayments |
| 12. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Bank loans and overdrafts (see note 14) |
| Finance leases (see note 15) |
| Trade creditors |
| Amounts owed to group undertakings |
| Tax |
| Social security and other taxes |
| VAT | 39,215 | 260,916 |
| Other creditors |
| Accrued expenses |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31st December 2025 |
| 13. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Finance leases (see note 15) |
| 14. | LOANS |
| An analysis of the maturity of loans is given below: |
| 2025 | 2024 |
| £ | £ |
| Amounts falling due within one year or on demand: |
| Bank overdrafts |
| 15. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Finance leases |
| 2025 | 2024 |
| £ | £ |
| Net obligations repayable: |
| Within one year |
| Between one and five years |
| Non-cancellable |
| operating leases |
| 2025 | 2024 |
| £ | £ |
| Within one year |
| Between one and five years |
| In more than five years |
| The company has the following 6 operating leases: |
| Two are rental leases; one rental lease is for 10 years from 9th August 2022 and the other rental lease is for 20 years from 2nd September 2010. |
| The four other leases are the following contract hire leases for motor vehicles: |
| One contract hire lease is for 24 months from the 26th June 2024; |
| One contract hire lease is for 24 months from the 14th February 2025; |
| One contract hire lease is for 24 months from the 27th August 2025; |
| One contract hire lease is for 36 months from the 17th December 2025; |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31st December 2025 |
| 16. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| 2025 | 2024 |
| £ | £ |
| Bank overdraft |
| Finance leases | 63,943 | 80,606 |
| The bank loans and overdraft are secured by limited personal guarantees given by two of the directors' and by a debenture incorporating a fixed and floating charge over all current and future assets of the company. |
| All hire purchase liabilities are secured over the assets to which they relate. |
| 17. | PROVISIONS FOR LIABILITIES |
| 2025 | 2024 |
| £ | £ |
| Deferred tax | 27,577 | 73,121 |
| Deferred |
| tax |
| £ |
| Balance at 1st January 2025 |
| Utilised during year | ( |
) |
| Balance at 31st December 2025 |
| 18. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Allotted | Share | Nominal | 2025 | 2024 |
| Number: | Class: | Value: | £ | £ |
| 50,000 | Ordinary | £1 | 50,000 | 50,000 |
| 50,000 | 50,000 |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31st December 2025 |
| 19. | RESERVES |
| Retained | Capital |
| earnings | reserve | Totals |
| £ | £ | £ |
| At 1st January 2025 | 6,023,278 |
| Deficit for the year | ( |
) | - | ( |
) |
| At 31st December 2025 | 5,916,030 |
| CAPITAL RESERVE |
| The Capital Reserve represents introduced funds of £1,981,465 by the company's shareholder, Count Energy Distribution B.V., to clear the group debt owing to Count Energy Trading Switzerland GmbH in the 2023 accounting period. |
| The funds introduced by Count Energy Distribution B.V. are not repayable and were a capital sum to be added to the reserves of the company. |
| 20. | PENSION COMMITMENTS |
| The company operates defined contribution pension schemes on behalf of its directors and employees. The assets of the scheme are held separately from those of the company in independently administered funds. The contributions paid in the year amounted to £52,166 (2024: £54,098). |
| 21. | ULTIMATE PARENT COMPANY |
| As at the period end, the ultimate parent company was B-Energy Trading BVBA, a company incorporated in Belgium. |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31st December 2025 |
| 22. | RELATED PARTY TRANSACTIONS |
| The immediate parent of the company is Count Energy Distribution B.V.. These parent accounts are available to the public from https://consult.cbso.nbb.be/. |
| Count Energy Trading B.V. |
| Included in other creditors (2024: other debtors) are amounts owed from Count Energy Trading B.V., a company incorporated in Netherlands and is a subsidiary of Count Energy Trading Holding B.V. |
| During the period Count Energy Distribution Limited made sales of £364,438 (2024: £Nil) and made purchases of £108,075 (2024: £2,468,930) from Count Energy Trading B.V. |
| At 31 December 2025, an amount of £35,605 (2024: £18,589,772 due from) was due to Count Energy Trading B.V. |
| Count Energy Trading S.A. |
| Included in other creditors are amounts owed to Count Energy Trading S.A., a company incorporated in Switzerland and is a subsidiary of Count Energy Trading B.V. |
| During the period Count Energy Distribution Limited made sales of £51,255 (2024: £Nil) and made purchases of £66,282,974 (2024: £56,996,236) from Count Energy Trading S.A. |
| During the period Count Energy Trading S.A. charged warehouse storage costs of £524,478 (2024: £Nil) to Count Energy Distribution Limited. |
| At 31 December 2025, there was no amount due (2024: £27,969,760) to Count Energy Trading S.A. |
| Count Energy Distribution B.V. |
| Included in other creditors (2024: other debtors) are amounts owed from Count Energy Distribution B.V., a company incorporated in Belgium and also a subsidiary of Count Energy Trading Holding B.V. Count Energy Distribution B.V. acquired 100% holding in Count Energy Distribution Limited on 5th January 2022 and is the parent company of Count Energy Distribution Limited. |
| During the year Count Energy Distribution Limited made sales of £6,046,557 (2024: £10,383,130) and made purchases of £4,089,704 (2024: £3,617,204) from Count Energy Distribution B.V.. |
| During the period Count Energy Distribution Limited charged management fees of £400,000 (2024: £1,066,312) to Count Energy Distribution B.V.. |
| At 31 December 2025, an amount of £2,553,590 (2024: £6,648,767 due from) was due to Count Energy Distribution B.V. |
| Count Energy Distribution GmbH |
| Included in other debtors (2024: other creditors) are amounts owed to Count Energy Distribution GmbH, a company incorporated in Germany. |
| During the year Count Energy Distribution Limited made sales of £4,030,641 (2024: £4,181,052) and made purchases of £20,225 (2024: £Nil) to Count Energy Distribution GmbH. |
| During the period Count Energy Distribution Limited charged management fees of £60,460 (2024: £169,243) to Count Energy Distribution GmbH. |
| At 31 December 2025, an amount of £60,460 (2024: £916,071 due to) was due from Count Energy Distribution GmbH. |
| Count Consultancy B.V. |
| Included in other debtors are amounts owed from Count Consultancy B.V., a company incorporated in Netherlands and is a subsidiary of Count Energy Trading B.V. |
| COUNT ENERGY DISTRIBUTION LIMITED (REGISTERED NUMBER: 04237054) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31st December 2025 |
| At 31 December 2025, there was no amount due (2024: £122,114) from Count Consultancy B.V. |
| RELATED PARTY TRANSACTIONS CONTINUED |
| Count Energy Trading (Sw) GmbH |
| Included in other debtors are amounts owed from Count Energy Trading (Sw) GmbH, a company incorporated in Switzerland and is a subsidiary of Count Energy Trading B.V. |
| At 31 December 2025, an amount of £20,435 (2024: £135,476) was due from Count Energy Trading (Sw) GmbH. |
| Count Energy Distribution Turkey |
| Included in other debtors are amounts owed from Count Energy Distribution Turkey, a company incorporated in Turkey. |
| During the period Count Energy Distribution Limited made no purchases (2024: £48,636) from Count Energy Distribution Turkey. |
| At 31 December 2025, an amount of £25,840 (2024: £25,167) was due from Count Energy Distribution Turkey. |
| 23. | ULTIMATE CONTROLLING PARTY |
| As at the period end, the controlling party was Jeroen Baaima. |