ACCOUNTS - Final Accounts preparation

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2019 - lower than) the standard rate of corporation tax in the UK of 19% (2019 - 19%). The differences are explained below:

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Registered Number:00166010

HOUSEMAN LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2020


HOUSEMAN LIMITED

COMPANY INFORMATION

Directors	Paul Hey (resigned 14 April 2020)
	Eric Billette De Villemeur (resigned 14 April 2020)
	Leif Rodsjo (appointed 14 April 2020)
	John Ferguson (appointed 14 April 2020)
	Gareth Every (appointed 14 April 2020)


Registered number	00166010


Registered office	C/O Champion Technologies Block 102
	Cadland Road
	Hardley, Southampton
	Hampshire
	United Kingdom
	SO45 3NP


Independent auditor	Anderson Anderson & Brown Audit LLP
	Kingshill View
	Prime Four Business Park
	Kingswells
	Aberdeen
	AB15 8PU


HOUSEMAN LIMITED

CONTENTS

	Page
Strategic report	1
Directors' report	2
Directors' responsibilities statement	3
Independent auditor's report	4 - 6
Statement of comprehensive income	7
Statement of financial position	8
Statement of changes in equity	9
Notes to the financial statements	10 - 16


HOUSEMAN LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 30 NOVEMBER 2020

Introduction

The directors present the Strategic report on the company for the year ended 30 November 2020.

Review of the business and key performance indicators

The company acts as a holding company and does not trade. For this reason the directors believe that analysis using key performance indicators is not necessary or appropriate for an understanding of the development, performance or strategic position of the company.

Strategy

The company will continue to monitor its investment in subsidiaries through the periodic review of subsidiary performance.

Principal risks and uncertainties

The management of the business and the execution of the company's strategy are subject to the key business risk of adverse economic conditions affecting subsidiary performance.
On a broader note the Covid-19 pandemic has posed challenges for the group. Safety continues to be our number one priority. Through the introduction of new policies and procedures, we are confident that the company is well positioned to deal with these challenges going forward, with minimal business interruption.

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

John Ferguson

Director

Date: 20 August 2021

Page 1


HOUSEMAN LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 30 NOVEMBER 2020

The directors present their report and the financial statements for the year ended 30 November 2020.

Results and dividends

The profit for the year, after taxation, amounted to £685,220 (2019 - £708,080).

A dividend of £1,535,000 was paid in the year (2019: £nil).

Directors

The directors who served during the year were:

Paul Hey (resigned 14 April 2020)

Eric Billette De Villemeur (resigned 14 April 2020)

Leif Rodsjo (appointed 14 April 2020)

John Ferguson (appointed 14 April 2020)

Gareth Every (appointed 14 April 2020)

Future developments

A review of the business of the company and future developments is included in the Strategic report on page 1.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditor

The auditor, Anderson Anderson & Brown Audit LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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

John Ferguson

Director

Date: 20 August 2021

Page 2


HOUSEMAN LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE YEAR ENDED 30 NOVEMBER 2020

The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and 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 for the Company's financial statements and then apply them consistently;

∙make judgments 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 3


HOUSEMAN LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HOUSEMAN LIMITED

Opinion

We have audited the financial statements of Houseman Limited (the 'Company') for the year ended 30 November 2020, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 30 November 2020 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

∙the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

∙the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Page 4


HOUSEMAN LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HOUSEMAN LIMITED (CONTINUED)

Other information

The directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

∙the financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors' remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Page 5


HOUSEMAN LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HOUSEMAN LIMITED (CONTINUED)

Auditor's responsibilities for the audit of the financial statements

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

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 Auditor's report.

Use of our report

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

James Pirrie (Senior statutory auditor)

for and on behalf of

Anderson Anderson & Brown Audit LLP

Statutory Auditor

Kingshill View

Prime Four Business Park

Kingswells

Aberdeen

AB15 8PU

20 August 2021

Page 6


HOUSEMAN LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 NOVEMBER 2020


	2020	2019
Note	£	£


Administrative expenses		(6,968)	(1,753)
Operating loss		(6,968)	(1,753)
Income from shares in group undertakings		686,799	705,014
Interest receivable and similar income	6	5,355	7,949
Interest payable and similar expenses	7	34	(3,130)
Profit before tax		685,220	708,080
Tax on profit	8	-	-
Profit for the financial year		685,220	708,080

There was no other comprehensive income for 2020 (2019:£NIL).

The notes on pages 10 to 16 form part of these financial statements.

Page 7


HOUSEMAN LIMITED REGISTERED NUMBER:00166010

STATEMENT OF FINANCIAL POSITION

AS AT 30 NOVEMBER 2020

		2020		2019
Note		£		£

Fixed assets
Investments	9		1,266,240		1,266,240
			1,266,240		1,266,240
Current assets
Debtors: amounts falling due within one year	10	896,347		-
Cash at bank and in hand	11	4,692		1,744,153
		901,039		1,744,153
Creditors: amounts falling due within one year	12	(6,700)		(97,648)
Net current assets			894,339		1,646,505
Total assets less current liabilities			2,160,579		2,912,745
Creditors: amounts falling due after more than one year	13		-		(1,252,364)
Net assets			2,160,579		1,660,381

Capital and reserves
Called up share capital	14	75,601	75,600
Share premium account		1,349,977	-
Profit and loss account		735,001	1,584,781
		2,160,579	1,660,381

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

John Ferguson

Director

Date: 20 August 2021

The notes on pages 10 to 16 form part of these financial statements.

Page 8


HOUSEMAN LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 NOVEMBER 2020

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 December 2018	75,600	-	876,701	952,301

Profit for the year	-	-	708,080	708,080

At 1 December 2019	75,600	-	1,584,781	1,660,381

Profit for the year	-	-	685,220	685,220
Dividends: Equity capital	-	-	(1,535,000)	(1,535,000)
Shares issued during the year	1	1,349,977	-	1,349,978
At 30 November 2020	75,601	1,349,977	735,001	2,160,579

The notes on pages 10 to 16 form part of these financial statements.

Page 9


HOUSEMAN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2020

1.	General information

Houseman Limited is a private company limited by shares and incorporated in England. The registered office is C/O Champion Technologies Ltd, Block 102, Hardley, Southampton, Hampshire, SO45 3NP. The principal activity of the company is that of a holding company.

2.Accounting policies

2.1

Basis of preparation of financial statements

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

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Financial reporting standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).

This information is included in the consolidated financial statements of ChampionX Corporation as at 31 December 2020 and these financial statements may be obtained from 2445 Technology Forest Blvd., Building 4, Suite 1200, The Woodlands, TX 77381.

2.3

Exemption from preparing consolidated financial statements

The Company is a parent Company that is also a subsidiary included in the consolidated financial statements of its immediate parent undertaking established under the law of a non-EEA state and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

2.4

Going concern

The directors, having made due and careful enquiry, are of the opinion that the company has adequate working capital to execute its operations over the next 12 months. The directors, therefore, have made an informed judgement, at the time of approving the financial statements, that there is a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.
As a result, the directors have continued to adopt the going concern basis of accounting in preparing
the annual financial statements.

Page 10


HOUSEMAN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2020

2.Accounting policies (continued)

2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

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

2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.7

Finance costs

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

2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.9

Debtors

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

2.10

Cash and cash equivalents

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

2.11

Creditors

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

Page 11


HOUSEMAN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2020

2.Accounting policies (continued)

2.12

Financial instruments

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

Investments in non-derivative instruments that are equity to the issuer are measured:

∙at fair value with changes recognised in the Statement of comprehensive income if the shares are publicly traded or their fair value can otherwise be measured reliably;

∙at cost less impairment for all other investments.

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

2.13

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

Company management and the board of directors make estimates and assumptions about the future. These estimates and assumptions impact recognised assets and liabilities, as well as revenue and expenses and other disclosures. These estimates are based on historical experience and on various assumptions considered reasonable under prevailing conditions. The actual outcome may diverge from these estimates if other assumptions are made, or other conditions arise.
Given the nature of the business, the directors consider the carrying value of fixed asset investment to be the key judgemental in the financial statements. The carrying value amount of the company's fixed asset investment is tested as soon as changed conditions show that a a need for an impairment has arisen and is based on expected future performance of the relevant subsidiary companies. Having identified no indictors of impairment management have no made and provisions in the current or prior year financial statements.

4.	Auditor's remuneration

Auditors remuneration was borne by fellow group companies in the current and prior year.

Employees

The Company has no employees other than the directors, who did not receive any remuneration (2019 - £NIL).

Page 12


HOUSEMAN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2020

6.	Interest receivable
		2020	2019
		£	£

Other interest	2,847	-
Bank interest	2,508	7,949
	5,355	7,949

7.	Interest payable and similar expenses
		2020	2019
		£	£

Interest payable to group companies

(34)

3,130

8.	Taxation

Profit on ordinary activities before tax

685,220

708,080

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2019 - 19%)	130,192	134,535
Effects of:
Non-taxable income	(130,492)	(133,953)
Group relief	-	(582)
Deferred tax not recognised	300	-
Total tax charge for the year	-	-

Page 13


HOUSEMAN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2020

9.	Fixed asset investments

		Investment in joint ventures
		£
	Cost or valuation
	At 1 December 2019	1,266,240
	At 30 November 2020	1,266,240

Joint venture
The following was a joint venture of the Company:
Name	Registered office	Holding

Rauan Nalco LLP

Building 4, Promyslennaya zona, Severnaya Street, Atyrau city, 0600007, Kazakhstan

45%

10.

Debtors

					2020	2019
					£	£


Amounts owed by group undertakings	893,500	-
Prepayments and accrued income	2,847	-
	896,347	-

The amounts due from group undertakings are advanced under a formal lending agreement which allows for a maximum drawdown of £1,000,000. The effective maturity date of the loan falls on 22 May 2026, however either party can choose to end the arrangement as of 22 May 2021. Interest is charged on the loan at 3 months GBP LIBOR + 1.5%.

11.	Cash and cash equivalents
		2020	2019
		£	£

	Cash at bank and in hand	4,692	1,744,153

Page 14


HOUSEMAN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2020

12.	Creditors: Amounts falling due within one year
		2020	2019
		£	£

Amounts owed to group undertakings	-	97,648
Accruals and deferred income	6,700	-
	6,700	97,648

13.	Creditors: Amounts falling due after more than one year
		2020	2019
		£	£

	Amounts owed to group undertakings	-	1,252,364

14.	Share capital
		2020	2019
		£	£

Called up and fully paid

68,901 (2019 - 68,900) Ordinary shares of £1.00 each	68,901	68,900
2,700 (2019 - 2,700) 8% A Preference shares of £1.00 each	2,700	2,700
4,000 (2019 - 4,000) 8% B Preference shares of £1.00 each	4,000	4,000

	75,601	75,600

The preference shares carry no voting or management control rights, and receive a fixed cumulative dividend of 8% per annum. On winding up the preference shares receive amounts equal to their paid up capital in priority to the ordinary shares. The A & B preference shares have exactly the same rights except that the class A shares are ranked above the class B shares for income and capital distribution.
The holder of the A and B preference shares has waived its right to receive the fixed cumulative dividend.

During the year 1 Ordinary share was issued for a premium of £1,349,977.

15.	Related party transactions
	The company has taken advantage of the exemptions within FRS 102 section 33.1A (Related Party Disclosures) which allow exemption from the disclosure of related party transactions with other group companies.

Page 15


HOUSEMAN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2020

16.	Controlling party

The directors regard ChampionX Corporation, incorporated in USA, as the ultimate parent company and the ultimate controlling party.
ChampionX Corporation is the parent company of the smallest and largest group of which the company is a member and for which group financial statements are drawn up. Copies of the financial statements are available from 2445 Technology Forest Blvd., Building 4, Suite 1200, The Woodlands, TX 77381.
The immediate parent undertaking is ChampionX Egypt Holdings Ltd. This relationship was effective from 9 December 2020. Prior to this date, the immediate parent undertaking was Enviroflo Engineering Limited.

Page 16