ACCOUNTS - Final Accounts preparation

Operating profit

The operating profit is stated after charging:

CALACHEM HOLDING LIMITED - Company Information

Caseware UK (AP4) 2022.0.179 2022.0.179 2022-12-312022-12-31Holding Company.0truetruetruetruetruetrue2022-01-01false0false 09921506 2022-01-01 2022-12-31 09921506 2021-01-01 2021-12-31 09921506 2022-12-31 09921506 2021-12-31 09921506 2021-01-01 09921506 c:Director1 2022-01-01 2022-12-31 09921506 c:RegisteredOffice 2022-01-01 2022-12-31 09921506 c:Agent1 2022-01-01 2022-12-31 09921506 d:CurrentFinancialInstruments 2022-12-31 09921506 d:CurrentFinancialInstruments 2021-12-31 09921506 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 09921506 d:CurrentFinancialInstruments d:WithinOneYear 2021-12-31 09921506 d:ReportableOperatingSegment1 2022-01-01 2022-12-31 09921506 d:ReportableOperatingSegment1 2021-01-01 2021-12-31 09921506 d:ShareCapital 2022-01-01 2022-12-31 09921506 d:ShareCapital 2022-12-31 09921506 d:ShareCapital 2021-01-01 2021-12-31 09921506 d:ShareCapital 2021-12-31 09921506 d:ShareCapital 2021-01-01 09921506 d:SharePremium 2022-01-01 2022-12-31 09921506 d:SharePremium 2022-12-31 09921506 d:SharePremium 2021-01-01 2021-12-31 09921506 d:SharePremium 2021-12-31 09921506 d:SharePremium 2021-01-01 09921506 d:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 09921506 d:RetainedEarningsAccumulatedLosses 2022-12-31 09921506 d:RetainedEarningsAccumulatedLosses 2021-01-01 2021-12-31 09921506 d:RetainedEarningsAccumulatedLosses 2021-12-31 09921506 d:RetainedEarningsAccumulatedLosses 2021-01-01 09921506 c:OrdinaryShareClass1 2022-01-01 2022-12-31 09921506 c:OrdinaryShareClass1 2022-12-31 09921506 c:OrdinaryShareClass1 2021-12-31 09921506 c:FRS102 2022-01-01 2022-12-31 09921506 c:Audited 2022-01-01 2022-12-31 09921506 c:FullAccounts 2022-01-01 2022-12-31 09921506 c:PrivateLimitedCompanyLtd 2022-01-01 2022-12-31 09921506 d:Subsidiary1 2022-01-01 2022-12-31 09921506 d:Subsidiary1 1 2022-01-01 2022-12-31 09921506 d:Subsidiary2 2022-01-01 2022-12-31 09921506 d:Subsidiary2 1 2022-01-01 2022-12-31 09921506 6 2022-01-01 2022-12-31 09921506 10 2022-01-01 2022-12-31 09921506 20 2022-01-01 2022-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 09921506

CALACHEM HOLDING LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

CALACHEM HOLDING LTD

COMPANY INFORMATION

Director	Gerhard Engleder


Registered number	09921506


Registered office	One, St. Peters Square
	Manchester
	M2 3DE


Independent auditors	Anderson Anderson & Brown Audit LLP
	133 Finnieston Street
	Glasgow
	G3 8HB


Bankers	Royal Bank of Scotland
	36 St Andrews Square
	Edinburgh
	EH2 2AD

CALACHEM HOLDING LTD

CONTENTS

	Page
Strategic report	1
Director's report	2 - 3
Independent auditors' report	4 - 7
Statement of comprehensive income	8
Balance sheet	9
Statement of changes in equity	10
Notes to the financial statements	11 - 17

CALACHEM HOLDING LTD

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2022

Principal activities

The Company's principal activity is as a holding Company, holding a 100% shareholding in CalaChem Limited and the associated intragroup loan. It also provides management services to this trading subsidiary.

Business review

The Company has made a loss for the year of £412,565 (2021 loss: £12,681,286). The loss in 2021 arose due to impairment of the carrying value of its investment in CalaChem Limited.

Principal risks and uncertainties

The management of the business and execution of the Company's strategy are subject to a number of risks.
The performance of the subsidiary undertaking's is a primary risk to the business. The carrying amounts of the subsidiary undertaking's assets are reviewed for impairment by management when events or changes in circumstances indicate that the carrying amount may not be recoverable. Management are actively involved in the subsidiary undertaking's and are therefore able to manage the risk of impairment.
Amounts owed to and by group undertaking's are repayable on demand. Directors review recoverability on amounts owed on an annual basis in order to assess if a provision against group balances is required.

Future Developments

The Company will continute to act as an investment holding Company.

This report was approved by the board on 21 December 2023 and signed on its behalf.

Gerhard Engleder

Director

Page 1

CALACHEM HOLDING LTD

DIRECTOR'S REPORT

FOR THE YEAR ENDED 31 DECEMBER 2022

The Director presents his report and the financial statements for the year ended 31 December 2022.

Director's responsibilities statement

The Director is responsible for preparing the Strategic report, the Director's report and the financial statements in accordance with applicable law and regulations.

Company law requires the Director to prepare financial statements for each financial year. Under that law the Director has 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 Director must not approve the financial statements unless he is 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 Director is required to:

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

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

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

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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.

Ownership

The Company was incorporated on 17 December 2015 and is a wholly owned subsidiary of Aurelius Equity Opportunities SE & Co KGaA (a company incorporated in Germany). Aurelius Equity Opportunities SE & Co KGaA is the ultimate parent of the Aurelius group.

Results and dividends

The loss for the year, after taxation, amounted to £412,565 (2021 - loss of £12,681,286).

The Director does not recommend the payment of a dividend.

Director

The Director who served during the year was:

Gerhard Engleder

Disclosure of information to auditors

The Director at the time when this Director's report is approved has confirmed that:

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

∙he 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 auditors are aware of that information.

Page 2

CALACHEM HOLDING LTD

DIRECTOR'S REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2022

Post balance sheet events

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

Auditors

The auditors, 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 on 21 December 2023 and signed on its behalf.

Gerhard Engleder

Director

Page 3

CALACHEM HOLDING LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CALACHEM HOLDING LTD

Opinion

We have audited the financial statements of CalaChem Holding Ltd (the 'Company') for the year ended 31 December 2022, which comprise the Statement of comprehensive income, the Balance sheet, 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 31 December 2022 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Director's 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 Director with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The Director is responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Page 4

CALACHEM HOLDING LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CALACHEM HOLDING LTD (CONTINUED)

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 Director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic report and the Director's 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 Director's 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 Director's 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 Director's responsibilities statement set out on page 2, the Director is 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 Director determines 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 Director is 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 Director either intends to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Page 5

CALACHEM HOLDING LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CALACHEM HOLDING LTD (CONTINUED)

Auditors' responsibilities for the audit of the financial statements

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We identified and assessed the risks of material misstatement of the financial statements from irregularities, whether due to fraud or error, and discussed these between our audit team members. We then designed and
performed audit procedures responsive to those risks, including obtaining audit evidence sufficient and
appropriate to provide a basis for our opinion. We are not responsible for preventing non-compliance and cannot
be expected to detect non-compliance with all laws and regulations – this responsibility lies with management
with the oversight of the Director.
Based on our understanding of the Company, discussions with management and the Director, we identified
financial reporting standards as having direct effect on the amounts and disclosures in the financial statements.
As part of the engagement team discussion about how and where the Company’s financial statements may be materially misstated due to fraud, we did not identify any areas with an increased risk of fraud.

Our audit procedures include:
• Completing a risk assessment process during our planning for this audit that specifically considered the risk of
fraud;
• Reviewing sales invoices and relevant paperwork to ensure appropriate cut-off, accrued income and deferred income application has been made;
• Assessing and testing accrued and deferred income to confirm appropriate revenue recognition;
• Enquiry of management about the company's policies, procedures and related controls regarding compliance with laws and regulations and if there are any known instances of non-compliance;
• Examining supporting documents for all material balances, transaction and disclosures;
• Review, where applicable, of the Board of Directors’ minutes;
• Enquiry of management about litigations and claims and inspection of relevant correspondence;
• Analytical procedures to identify any unusual or unexpected relationships;
• Specific audit testing on and review of areas that could be subject to management override of controls and
potential bias, most notable around the key judgements and estimates, including the carrying value of
investments, intercompany loans, accruals and revenue recognition;
• Considering management override of controls outside of the normal operating cycles including testing the
appropriateness of journal entries recorded in the general ledger and other adjustments made in the preparation
of the financial statements including evaluating the business rationale of significant transactions outside the
normal course of business.
Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of
the financial statements may not be detected, even though the audit is properly planned and performed in
accordance with the ISAs (UK).
The potential effects of the inherent limitations are particularly significant in the case of misstatement resulting
from fraud because fraud may involve sophisticated and carefully organised schemes designed to conceal it,
including deliberate failure to record transactions, collusion or intentional misrepresentations being made to us.

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

Page 6

CALACHEM HOLDING LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CALACHEM HOLDING LTD (CONTINUED)

Use of our report

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

Angus McCuaig (Senior statutory auditor)

for and on behalf of

Anderson Anderson & Brown Audit LLP

Statutory Auditors

133 Finnieston Street

Glasgow

G3 8HB

22 December 2023

Page 7

CALACHEM HOLDING LTD

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2022

	2022	2021
Note	£	£


Turnover	4	409,325	650,087
Gross profit		409,325	650,087
Administrative expenses		(400,843)	(611,440)
Operating profit	5	8,482	38,647
Income from shares in group undertakings		-	1,468,000
Amounts written off investments		-	(13,745,000)
Interest payable and similar expenses	8	(421,047)	(442,933)
Loss before tax		(412,565)	(12,681,286)
Loss for the financial year		(412,565)	(12,681,286)

Other comprehensive income for the year
Total comprehensive income for the year		(412,565)	(12,681,286)

The notes on pages 11 to 17 form part of these financial statements.

Page 8

CALACHEM HOLDING LTD

REGISTERED NUMBER: 09921506

BALANCE SHEET

AS AT 31 DECEMBER 2022

		2022		2021
Note		£		£

Fixed assets
Investments	10		18,365,350		18,365,350
			18,365,350		18,365,350
Current assets
Debtors: amounts falling due within one year	11	-		331,000
Cash at bank and in hand	12	376,267		24,756
		376,267		355,756
Creditors: amounts falling due within one year	13	(13,236,460)		(12,803,384)
Net current liabilities			(12,860,193)		(12,447,628)
Total assets less current liabilities			5,505,157		5,917,722

Net assets			5,505,157		5,917,722

Capital and reserves
Called up share capital	14	1,000,100	1,000,100
Share premium account		12,673,350	12,673,350
Profit and loss account		(8,168,293)	(7,755,728)
		5,505,157	5,917,722

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 21 December 2023.

Gerhard Engleder

Director

The notes on pages 11 to 17 form part of these financial statements.

Page 9

CALACHEM HOLDING LTD

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2022

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2021	1,000,100	12,673,350	4,925,558	18,599,008
Comprehensive income for the year
Loss for the year	-	-	(12,681,286)	(12,681,286)
Total comprehensive income for the year	-	-	(12,681,286)	(12,681,286)

At 1 January 2022	1,000,100	12,673,350	(7,755,728)	5,917,722
Comprehensive income for the year
Loss for the year	-	-	(412,565)	(412,565)
Total comprehensive income for the year	-	-	(412,565)	(412,565)
At 31 December 2022	1,000,100	12,673,350	(8,168,293)	5,505,157

The notes on pages 11 to 17 form part of these financial statements.

Page 10

CALACHEM HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

1.	General information

CalaChem Holding Limited is a private Company, limited by shares, incorporated, domiciled and registered in England and Wales. Its principal place of business is Earls Road, Grangemouth, Stirlingshire FK3 8XG. The registered address is One St. Peters Square, Manchester, M2 3DE.

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 judgement 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);

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A.

This information is included in the consolidated financial statements of Aurelius Equity Opportunities SE & Co KGaA as at 31 December 2022 and these financial statements may be obtained from Aurelius Beteiligungsberatungs AG, Unterer Anger 3, 80331 Munich, Germany.

Page 11

CALACHEM HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.3

Going concern

Notwithstanding net current liabilities of £12,860,193 as at 31 December 2022, the financial statements have been prepared on a going concern basis which the Director considers to be appropriate for the following reasons:
The Director has prepared forecasts for a period 12 months from the date of approval of these
financial statements which indicate that, taking account of reasonably possible downside, the company will have sufficient funds to meet its liabilities as they fall due for that period.
Those forecasts are dependent on the Company's immediate parent Company, Aurelius Equity Opportunities SE & Co KgaA, not seeking repayment of the amounts currently due to the Company, which as 31 December 2022 amounted to £12,905,460. Aurelius Equity Opportunities SE & Co KgaA has indicated that it does not intend to seek repayment of these amounts for at least 12 months from the signing of these accounts. As with any Company placing reliance on other group entities for financial support, the Director acknowledges that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.
Consequently, the Director is confident that the Company will have sufficient funds to continue to
meet its liabilities as they fall due for at least 12 months from the date of approval of the financial
statements and consequently have prepared the financial statements on a going concern basis.

2.4

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.

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 or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Page 12

CALACHEM HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.5

Revenue

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

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.6

Dividend Income

Interest income and interest payable are recognised in profit or loss as they accrue, using the effective interest method. Dividend income is recognised in the profit and loss account on the date the company's right to receive payments is established.

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.

2.11

Creditors

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

Page 13

CALACHEM HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

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 related parties and investments in ordinary shares.

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

Preparation of the financial statements required management to make significant judgements and estimates. The items in the financial statements where these judgements and estimates have been made include:

Investment in subsidiaries

Investment in subsidiaries are held at hostoric cost and subject to an impairment review. The review is performed by comparing the carrying value to its recoverable amount. During the period, there was no occasion where, in the Director's opinion, the carrying value was found to be impaired.

4.	Turnover
		2022	2021
		£	£

Management services	409,325	650,087
	409,325	650,087

All turnover arose within the United Kingdom.

Exchange differences

11,919

(3,192)

6.	Auditor remuneration

Fees payable to the company's auditor amount to £6,500 (2021: £4,500) and are borne by another group company. This includes remuneration of £1,500 for non-audit services.

Employees

The Company has no employees other than the Director, who did not receive any remuneration (2021 - £NIL).

Page 14

CALACHEM HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

8.	Interest payable and similar expenses
		2022	2021
		£	£

	Loans from group undertakings	421,047	442,933
		421,047	442,933



Total current tax	-	-

	Deferred tax
	Total deferred tax	-	-


	Tax on loss	-	-

Loss on ordinary activities before tax

(412,565)

(12,681,286)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)	(78,387)	(2,409,000)
Effects of:
Utilisation of tax losses	-	63,000
Subsidiary impairment not chargeable	-	2,611,000
Movement in deferred tax not recognised	103,141	-
Remeasurement of deferred tax for changes in tax rates	(24,754)	-
Dividends from UK companies	-	(265,000)
Total tax charge for the year	-	-

Factors that may affect future tax charges

The main rate of corporation tax has increased to 25% from 1 April 2023.

Page 15

CALACHEM HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

10.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2022	18,365,350
	At 31 December 2022	18,365,350

The above investment represents a historical cost of £32.1m, less an impairment provision of £13.7m.

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

	CalaChem Limited	One, St. Peters Square, Manchester, England, M2 3DE	Ordinary	100%
	CalaChem Pensions Trustees Ltd (Dormant)	One, St. Peters Square, Manchester, England, M2 3DE	Ordinary	100%

CalaChem Limited hold 100% of the ordinary share capital of Earls Gate Water Ltd (a company incorporated in the United Kingdom), whose principal business is the supply of water to its parent company CalaChem Limited.

11.

Debtors

					2022	2021
					£	£


Amounts owed by group undertakings	-	331,000
	-	331,000

12.	Cash and cash equivalents
		2022	2021
		£	£

Cash at bank and in hand	376,267	24,756
	376,267	24,756

Page 16

CALACHEM HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

13.	Creditors: Amounts falling due within one year
		2022	2021
		£	£

Amounts owed to group undertakings	11,416,713	11,404,684
Interest Accrual	1,819,747	1,398,700
	13,236,460	12,803,384

The amounts due in relation to group undertaking are £228,706 for a short term loan, £331,000 owing to Calachem Limited, £331,000 owing to Aurelius Equity Opportunities SE Co KGaA and the group term loan of £12,345,754. The group has indicated its willingness to extend the loan due to it unless the Company has sufficient funds to meet this request. Interest of 4% per annum is charges on the balance of the group term loan.

14.	Share capital
		2022	2021
		£	£

Allotted, called up and fully paid

1,000,100 (2021 - 1,000,100) Ordinary Shares shares of £1.00 each	1,000,100	1,000,100

On incorporation, 100 ordinary shares of £1 were issued to Aurelius Equity Opportunities SE Co KGaA (a Company incorporated in Germany) at par value.
On 30 December 2015, the Company issued 1,000,000 ordinary shares in part consideration for the ordinary share capital of CalaChem Limited. The nominal value of these shares was £1,000,000 and the aggregate consideration received was £13,673,350.

15.	Remuneration of directors

The Director's remuneration for the year is £Nil (2021: £Nil). The Director's remuneration is paid by other Aurelius Group Companies. There is no direct apportionment of the amount paid by other Group companies in relation to servicing this Company, as the Director did not provide material qualifying services.

16.	Controlling party

The Company is wholly owned subsidiary undertaking of Aurelius Equity Opportunities SE Co KGaA (which is incorporated in Germany). The largest and smallest group in which the results of the Company are consolidated is that headed by Aurelius Equity Opportunities SE Co KGaA. Copies of the Aurelius Equity Opportunities SE & Co KGaA consolidated financial statements can be obtained from Aurelius Beteiligungsberatungs AG, Unterer Anger 3, 80331 Munich, Germany.

Page 17