Company registration number". 496082
Charity registration number,. 206391
THE SCOTT BADER
COMMONWEALTH LIMITED
FINANCIAL STATEMENTS
For the year ended
31 DECEMBER 2023

THE SCOTT BADER COMMONWEALTH LIMrrED
COMPANY fNFORMATION
For th¢ y¢ar ended 31 December 2023
Company registration number:
Charity registered number:
496082
206391
Registered otTicc:
Wollaston Hall
Wollaston
Wellingborough
Northamptonshire
NN29 7RL
Board of Trustees:
Agne Bengtsson
Benjarnin Penney
David Black
Gillian Shapiro
HaTry Manning
Juliette Delprat
Paul Smith
Richard Tapp
Company Secretary..
Hayley Sutherland
Solicitors
HCR Hewitsons
Lanca5teT House
Nunn Mills Road,
Northampton,
Northamptonshire
NNI 5GE
Shoosmiths
The Lakes
Northampton
NN4 7SH
Bankers
Unity Trust Bank PIC
4 Brindley Place, Brunswick Street
Birn)ingham
BI 2JF
CAF Bank Limit¢d
25 Kings Hill Av¢nu¢
Kings Hill
West Malling
Kent
ME194JQ
Scottish Widows
PO Box 883
Leeds LS19TY

THE SCOTT BADER COMMONWEALTH LIMITED
COMPANY tNFORMATION
For th¢ year ended 31 DeCernb￿ 2023
Auditor
RSM UK Audit LLP
Rivennead House
7 Lewis Court
Grove Park
Leicester
Leicestershire
LE19 ISD

THE SCOTT BADER COMMONWEALTH LIMITED
CONTETrrrs
For th¢ ycar ¢nd¢d 31 Deccmbcr 2023
PAGE
Report of the Trustees
2-21
Trustees, responsibilities stat¢ment
24
Indepelldent auditor's report
25-27
Group and Charity Statements of fu￿ncial activiti¢s
28
Group and Charity balance sheets
29
Gmup statement of cash flows
30
Notes to the financial statem¢nts
31-65
Page I

REPORT OF THE TRUSTEES (INCORPORATING THE STRATEGIC REPORT) TO THE MEMBERS OF THE
SCOTh BADER COMMONWEALTH LIMITED
For the year ¢nd¢d 31 D¢cetnber 2023
Th¢ Trnstees who are also the Directors of the charity Present their Amiual Report and th¢ Group and Charity Accounts of
The Scott Bader Commonwealth Limited (the Charity), for th¢ year ended 31 December 2023. The annual report serv¢s
the purpose of both a Trustees, report, and a directors. report and a strategic r¢port under Company Law.
The fmancial statetnents comply with the Charities Act 2011, th¢ Companies Act 2006, the Memorandum and Articles of
Association. and Accounting and Reporting by Charities: Statement of Recomm¢nded Practice applicable to Charities
preparing their accounts in accordance with the Financial Reporting Standard applAcable in th¢ UK and Republic of Ireland
(FRS 102) (January 2019).
STRUCTURE, GOVERNANCE and MANAGEMENT
Scott Bader Company Limited (SBCL) was founded in the 1920s by Ernest Bader as a chernicals business. In 1951, Ernest
Bader and others transferred the ownership of ihe shares in SBCL to Scott Bader Commonwealth Limited (SBCW), which
is a company limited by guarantee, a registered charity arAd a membership organisation, The holding of the shares of SBCL
is now knowll as a programme related investm¢nt. The r¢ason b¢hind thAS transfer was to create a company whose well-
being is ¢ntrusted to those who work in it, with democratic involvement.
When colleagues join SBCL they are Associate Members of the Commonwealth and following the successful completion
of a year's service they are invited to apply to b¢come a full Con]monwealth Member. This means that they become a
member, holding in Common with other m¢mbers, the shares of SBCL.
SBCW is unique in Ihal it lias no external shareholders, and instead. Ihe wealth is held in common by Commonwealth
Members. Il's iinportant lo understand the relationship between SBCW and SBCL and its subsAdiari¢s when reading Ihese
accounts. Everyone who works for the ¢on)pany is responsible for ensurlng that il contiiiues to exist in the long terni for
C￿￿ent and future generations. While prolitability is important to ensurc that SBCL can Continue to Dperale, adlierence to
the Guiding Principles and liow that profit is acliieved is paramount. Additionally, the Scott Bader Constitution wlii¢li is a
coinbination of the Articles of Association of SBC W, SBCL and the Global Menibers Board Includes a provision to ensure
that the Con)pany is not run solely for the benefit of its colleagues. An amount equal to the amoiint payable as Group Staff
Botius or l 0/0 of th¢ Scoti Bader Group Staff Salary Cost. whichev¢r is greater, shall be paid by way of donntion or otherwise
to SBCW for charitable purposes.
The Objects of SBL W are..
(a) The promotion of ethical Principles in industy with a view to ensuring the discharg¢ by persons engaged in industy
of their social obligations for the w¢lfare of th¢ conllnunities within which they operate. and
(b} th¢ promolion of "sustainable development" foT the ben¢fit of ihe public by the preservation, conservation and the
pmtection of the environment and the prudent use of natural resources and the promotion of sustainable means of
achieving economic growth and regeneration and for the purposes of this sub-clause "sustainable development" shall
mean development that meets the needs of ihe pres¢nt without compromising the abilities of future generations to meet
their own n¢eds.
The den]ocralic governance structtu¢ enables the achievement of the abov¢ objectiv¢s in two ways..
Commonw¢alth Members can stand for election to the governance groups lisled below and
2. By providing grants to charities and other not-for-profit organisations locally, nationally, and internationally.
Governance
SBCW is governed by the Commonwealth Board ('CWB'). It coinpriseb of three internally elected Trustees and five
extenially appointed CTuardian Trustees (Guardian8 of the C.onstilulion who have special i'()ling riglits). The Con)pany
Meinber (Paul Sn)ith - SBCW Trustee). who is also Ilie Chair of the SBCL Board, is also pari of Ihe CWB. Tlie CWB is
responsible for safeguarding tlie Core values and Guiding Priiiciples of SBCW Group. It ensures tliat tlie business is
conducted iii liiie ￿'It}I these pi'inciples and proinotes ihe long-lenn sustainable success of SBCL. Additionally.. the CWB
ensures that the Cliarity is run in accordance iviil) Charity Idw.
The CWB does not gei involved iii the dlly-to-day rui]ning of tli¢ biisiness but is consiilted on topics such as future business
strategies, 8CqUlSltion.8, lind the distribulion of profits. The C.WB also monitors the de￿elopin¢ljt of industrial democracy
vithin the SBCL group to ensure it is..
Governed effectively and operates in accordance with Éhe Guiding Principles
Page 2

REPORT OF THE TRUSTEES (INcORPO1L4T￿G THE STRATEGIC REPORT) TO THE MEMBERS OF THE
sco￿ BADER COMMONWEALTH LIMITED
For the year end¢d 31 December 2023
that th¢ members are actively involved in the success of the business and that the community is strong and
healthy and
Supports SBCW in fulfilling the charitable objectives.
The Board of Directors of SBCL is Tesponsible for directing the affairs of SBCL in line with its values, using a clear
strdt¢gy. strong stewardship, and effective Controlg, to mcei ihe expectations and interests of its shareholdeTS and key
stakcholders. The SBCL Board conslsts of 9 Dircctors, 3 Executive Directors of SBCL (including the SBCL CEO, Keviii
Matihews)" 3 Non-lxecutive Directors" and 3 MLniber Directors, The CEO, Kcvin Matthews, Clio, Neil Miller and th¢
wider Group LeaderslLiP Team have responsibility for th¢ management of the SBCL GTOUP.
The Global Members, Board (GMB) - This is the inlernational democratic body that represents all Commonwealth
Members. comprised of12-14 elected iepresentatives, the Chair of SBCL and its own full time Cbair. The purpose of the
GMB is to lead our international and industrial democracy, give voice to thc SBCW Membership and hold the Subsidiary
Boards to account for the development and cxcculion of their Strategies according to the Guiding Principles. The GMB
aims to be a divers¢ and inclusive body thai fairly represents the inlcicsts of all SBCW Members.
Each of these goveii)aThce group5 has its i'cspcelive role to play as d¢fincd in their articles or associai¢d rules. Each sl)aie
inforniation to support the strategic dircction of Ihe business. Jn addition. the (ruardiaii l-rustees attend the SBCL and GMB
Ineelings as observers, which endble% them to monitor, on behalf of thc CWB. Ihat the business is managed in accordance
wilh the Guiding Principles as Sel out in the Conslitulion. This 15 a inajor contn'buting factor to Scott Bader achieving its
charitable obJ¢ctiv¢s.
Details of the Trustees who served Ihroughoul ilje y¢ar and to the date th¢se accounts are approved are in¢lud¢d below-
Andrew Bell (resigned 30 November 2023)
Agne Bengtsson
Benjamin Penney (appointed l April 2023)
David Black
David Harris (resigned 6 October 2023)
GAIIAan Shapiro {appoinled l May 2023)
Hansi Mam]ing (resigmed 31 December 2023)
Harry Manning (appointed 12 February 2024)
Jessica Clark (reSIg￿ed 31 March 2023)
Juliette Delprai (appointed 7 October 2023)
Paul Smith
RichaTd Tapp
Robert Gibson (resi￿)ed 31 March 2023)
Mana sement
The Conmionwealth Office is responsible for ihe day-to-day activities of SBCW and will take external advice when
required. Additionally, there is a Charity Sub_committee that decides which charilies lo support and authorises the payment
of grants. This Sub-connnittee is required to rcport to the CWB on a quart¢rly basis regarding the decisions iak¢n.
Other sub-committees arc fornied on a necds basis to deal with issues that may arise.
Method of recruitment and a
ointment or election of Trustees
The External Guardian Trustee5 arc seleLled by a Joint Nomiv]alion Committee (JNC), which is comprised of menibe
froni tlle CWB, GMB, and SBCL Board. One of tl)e Guardian Trustees is nominated by the Badcr tamily. If thc Radcr
faniily is unabl¢ or unwilling to noniinate ils Tn]stee, the curTcnt t-dT]iily noniinee i+hall remain in post by invitation of the
CWB. All candidates are providcd with an explanation of the aivlls and objectives of the role and the time co7￿1n1trnCn1
involved in b¢ing a Guardian I'rusl¢¢. The JNC is responsible for identifying and noniinating candidates to fill the Guardian
Trustee role. Appointments and rernovals ar¢ made by rcsolutions of both the SBCL Board and th¢ CWB and are subject
to approval by the GMB. Upon appointment, they are ronfirnied as a Comnioiiwealth Member.
In relation to Int¢rnally Elected Trustees. Domination5 for thes¢ positions are sought from the SBCW membership and
vacancies ar¢ filled by election administered by the Commonwealth Office. Each Internally Elected Director shall serve for
a tern) of three years and, at the end of such teTm, shall be eligibl¢ for re-election for one tsrther terni of three yeaTS. Eacb
Guardian Trust¢e shall serve for & lern] of thr¢¢ years and. at th¢ end of sucb ternL shall be eligibl¢ foT re-nomination for
two further ternis of three years.
Page 3

REPORT OF THE TRUSTEES (tNCORTrORATJNG THE STRATEGIC REPORT) TO THE MEMBERS OF THE
sco￿ BADER COMMONWEALTH LIMITED
For the year end¢d 31 December 2023
Policies and
roeedures ado
ted for the induclion and trainin
of Trustees
All Trustees, (appointed or elected) are PTovided with a handbook which contains inforn]ation relating lo their duties as a
charity Trustee, charity policies, financial reports, previous meeting minutes, and the articles of association for SBCW,
SBCL and the rules of the GMB. In addition to this a specifie induction plan is designed to meet the needs of the individual
to give them a more detailed understanding of how the Charity operat¢S" the busirtesses and strategy of SBCL and bow the
80vernance w4)rks.
Periodi¢ fornial training on the responsibilities of being a Trustee is provided and was previously provided by the Employee
Ownership Association in January 2022. Trustees are also encouraged to identify any specific training needs tbey require.
Arran
ements for settin
2nd remuneratfion of keTr mana
ement
rsonnel
Although the three intemally Elected Directrjrs are employed by SBCL, or one of its subsidiaries, non¢ of the Trustees
receive any remuneration for their Work for as a Tn￿tee of the Charity.
Key management personnel remuneration is set by the SBCL r¢muneration committ¢e, for colleagues employed by SBCL
only and is paid in line with best practice. An external Executive Salary B¢nchmark Review, conducted by Willis Towers
Watson was completed prior to the 2022 Salary review.
Members, liabilit
The liability of the SBCW Members 15 ITmited. Every SBCW Memb¢r undertakes to contribute to the ass¢ts of SBCW in
the event of the same being wound up during the time that they are a member, or within one year afterwards, for payinent
of the debts and liabilities of SBCW contracted before the time when they ceased to be a member, and of the costs. charges
and expenses of winding up th¢ same, and for the adjuslment of the rights of the contributories among themselves, such
amount as may be required not exceeding five pence.
Trustees, indemnitie5
Th¢ Trnstees {who are the directors of The Scott Bader Commonwealth Limited} ar¢ insured against the costs of
successfully d¢fcnding any actions brought for negligence in the perfornjanre of their duties as DirectoIs.
Public benefit
To check that the charities w¢ support meet the public ben¢fit requirement, the Trustees decided it would be prndent to
includ¢ a section within th¢ onlin¢ application fonn i¢questing applicants to provid¢ a short SUMM￿ of how ihey mext
this requirement,
To ensure ongoing awareness of the Charity Commission's guidance on public benefit all Trnstees are provided with
infornlation about this in their handbook.
Having regard to this guidance the Trustees consider Public Benefit al two levels l) in relation to the shareholding in SBCL
and 2} the activities of the Charity.
ement with em
liers customers and others in a business relationshi
with the charht
Ernest Bader established Scott Bader Commonwealth Limiled to be a foree for good in society. We are driven to make a
difference and Create social impact, using lh¢ skills and resources wlthin the group to support where help is needed. We
support our communities via a number of ways as highlighted throughout this report with the ambition to improve ih¢ lives
of thos¢ most vulneTable and enabling our colleagues th¢ opportunity to make a difference locally.
Our Core values remain at the heart of the Group to ensure we work co-operatively and collaboratively with our colleagues
and customers to deliver excellence, and to conduct ourselves in a fair. honest and ethical way.
SBCW is mindful of its broader commitrnents to stakeholders. Internally this includes consulting with colleagues on
significant decisions, the employment of di5abl¢d persons, offering equal opportunities to all, as w¢ll as ensuring we work
co-operatively and collaboratively. Externally this commitment covers broadeT corporate responsibility, the conduct of
business with honesty, integrity, and fairness at all times, and also our impact on the environrnent.
Page 4

REPORT OF THE TRUSTEES (INCORPORATING THE STRATEGIC REPORT) TO THE MEMBERS OF THE
SCOTT BADER COMMONWEALTH LIMITED
For the year ended 31 December 2023
Industrial d¢mocratlC Practice is a major pan of colleague engagem¢nt, and all those who work in the Company ar¢
consulted on decisions that may affect their interests in accordance with Scott Bad¢r's Constitution. It is the policy of Scott
Bader that colleague participation in decision njaking is implemented at all levels.
Related
rties Connected Charities and co4> eration with other or anisations
Related Parties-
Scott Bader Conllnonm'ealth Limited mainlains transparent and ethical relationships with Telated parties. Thesc may
include charities, subsidiaries, asso¢iates, Joint ventures. and other entities connected to their operatlons.
Connected Charities..
Scott Bader Commonwealth Limited's unique ovJncTship slructure. where all shares are held by a charitable trusl (the
Cornmonwealth), inh¢rently aligns with charilablc objectives. The company activcly collaborates with connected
charities, supporting c2us¢s related to education, soLial welfare, and conununity dcvelopTn¥nl. Th¢ir contributions
extend beyond profit-making, emphasising a broadcr societal impact.
Cooperation with Other OrganisatlOll5-
Scott Bader Coinmonwealth Limited Tecognises the power of collaboration. They actively engage with other
organisations, both within and outside their industry. Whether through resear¢h partnerships, knowledge sharing, or
joint initiatives, Scott Bader seeks to create synergies that benefit all stakeholders. Their cooperative spirit contributes
to innovation, sustainability. and positive change.
In summary, Scott Bader Commonwealth Limited's approach lo related parties, connected charities, and cooperation
¢xemplifies their conimitment to ethical business practices and societal well-being.
Environmental Care
SBCW Group meets the definition of a 'larg¢' consolidated group and Ih¢r¢fore should apply the Compani¢s (Directors,
RqK)rt} and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 ("the 2018 Regulations").
However, as a stand-alone Company, SBCW does not meet the relevant criteria &s it falls below the 40.OOOkWb threshold.
As the SBCL Group qualify at a group level, the infom￿tiOn disclosed b¢low is for SBCL Group only.
In 2020, we established a bas¢lin¢ year for our Scope l and Scop¢ 2 carf)on footprin¢ making a commitment to rethice this
by 600/0 over a 5-year period and tsrg¢ting nel-zero by 2028. Our EESG Board Committee has worked toward targets and
goals for the business to drive this change and to re-focus ow efforts.
We have built awareness in suslainability tI￿oUghoUt the business by rolling out biodiversity footprint training and carbon
literacy training for board members and members of the EESG Board Conllnittee. We have driven change in our
sustainability goals at our logistics hubs and crealed an internal team to assess and begin work on Lc￿PD for our
products.
We now purchasc grcen energy for our six operating njanufacturing sites, with a seventh site being opened lowaTd the end
of 2023 which will be included in ￿tUre green energy purchases" the managcment of the green energy will also movc to
encompass scope l emissions, with a soluts.on for biogas Purchasing being considered for EU sites initially.
2023
SRCL C.RC)UP
ENERGI. CON'SUNIPI"ION
LOC.-KTION'
13ASLI D
IARIKET
B.ISTr;I)
Non-Renewablo {GJ)
177,510
130,861
Renewablc (GJ)
4.157
38,426
Total (GJ)
181,667
Page 5

REPORT OF THE TRUSTEES {INCORPOIL4TtNG THE STRATEGIC REPORT) TO THE MEMBERS OF THE
SCOTT BADER COMMONWEALTH LIMITED
For the Ye￿ ¢nded 31 December 2023
GREENHOUSE GAS ENIISSIONS
SBCL GROLIP
Scope l {TeCO•e)
7,436
7,436
Scope 2 {TeC02e}
3,640
504
Seope l and Seope 2 (TeC02e)
11,076
7,940
II%,TEI*SITY FACTOR
SBCL CR()LIP
MJ/Te of prodllet
1,454
Energ)
Intensits.
GJlfull emplo!'eL'
218
MJI£OOO's re￿enue
663
kgC02elTe uf product
63.6
Carbon
Intensitv
{market
based)
TeC02elfull time emplovee
kgCO*el£OVU's rej'enue
29.0
2022
SBCI. C,ROUP
LOCATIO
VIARkEI'
B.4SED
BIISED
177,842
128,628
3,683
41,230
ENERGI, CONSU141PTIO
Non-Renewable {GJ)
Renem'able (GJ)
Total (GJ)
GREEIIHOUSL GAS EIIIISSIONS
Seope l (Tecoie)
Scope 2 (TeCO?e}
Scop¢ l and Scope 2 (TeCO?e)
INTENSITY bACTOR
iJrre of product
GJlfull time emploiee
MJI£OOO's rci'enue
kgC02elTe of product
TeC02eifull tinie employee
kgCn2el£OUU's rt'Tr'eiiue
181,525
SBCI. C-ROIIP
7.166
7,166
3,839
577
11,005
7,743
SBCL C'ROLIP
1.438
225
Entr￿,
IntensitF'
595
Carboii
Intensit
(market
based)
61
io
25
Diversi
and inelusion
Diversity, inclusion and mutual respect was added to ow Guiding Principles during the rec¢nt Constitution review where
Scott Bader aims to provid¢ an inclusive, div¢rse and mutually respectfijl Culture and ¢nvironment wher¢ everyone is tr¢ated
equally and given equal opportunities regardless of their race, age, gender, sexuality, disability, culture or individual
differences through all stages of th¢ colleague lifecy¢le from recruilment, through onboarding, training and development.
To help achieve and monitor this, the business gained certification to ISO 30415 in 2023.
As part of this process a Diversity & InclU.￿lOn CouDoiI has been forni¢d, made up of colleagues from around the group to
help define, review sjnd continually improve our policies, practices and behaviours ID this field going forward.
A Diversity & Inclusion Policy and Framewoik has been shared with all thc governance groups. which hav¢ all approved
and committed to fully support our iTnplem¢ntation of a fully divcrse and inclusive environmcni for all.
Page 6

REPORT OF THE TRUSTEES (INCORPORATING THE STRATEGIC REPORD TO THE MEMBERS OF THE
SCOTT BADER COMMONWEALTH LIMITED
For the year ended 31 December 2023
Social & Governance Committte
Em Iovee Envlronmen
EESG Committee
The EESG Committee is supported by an executive EESG Steering group with membership drawn from across the global
Scott Bader Group, including representation from both Global Members Board (GMB) & The Scott Bader Conllnonwealth
LimiteQ to work closely with the EES(y Board Committee. infornl the Conllnittee's work alld to support execution against
its objectives.
During the year, th¢ EESG Steering wup hcld six meetings and the Board EESG Committee held one fornlal meeting.
The EESG Steering Team has fornied four working groups. that each address either Employee. Environment. Social &
Governance issue& The WOTking groups have identified measures for a focused number of stralegic objectives and are
working closing with a Sponsoring senior exccutive.
It is anti¢ipated that attainment of thc5c strctching but achievable EESG tatgets over the next 2-3 years will enable the
organisation to move forward and ultimately meet the 2036 vision.
En a ement with em lo
includin disabled ersons
Industrial d¢mocratic practice is a majorpart of Colleague engagemenL and all those who work within the SBCL Group are
consulted on decisions that may affect their interests in accordancc with Scott Bader's Constitution. It is the policy of Scott
Badcr that colleaguc participation in d¢cision making is implcm¢nt¢d at all levels. Recognising that access to appropriate
infonnation is a PTcrcquisite to effective participation and consultation. the Group's monthly fjnancial results and full year
forecasts are shared with Commonwealth members and colleagues.
The GTOUP Leadership Team deliver a monthly briefing highlighting key perfornTrnce or business challenges to members.
In addition, a quarterly webinar has be¢n introduced that allows all colleagues to attend to receive aD update on company
performance and to ask questions.
Membership of The Scott Bader Commonwealth is open to all who work on a pernianent basis within th¢ Group and who
make a commitment to work according to the values expr¢ss¢d in the Constitution.
Members also have th¢ right to elect three of their number, including the Chair of the Global Members Board. to serve for
three years as members of the Board of Directors of SBCL.
It is the Group's policy to offer equal opporNnities to disabled persons applying for vacancies, having regard to their
aptitudes and abiliti¢s in relation to the posts for which they apply.
As far as possible, arrangements are made to ¢onlinue the employment of those colleagues who have become disabled
persons during their employment within the Group. In all instances, consideration will be given to arranging training
facilities, or providing special aids, wherc necessary. It is the Group's policy to provide disabled persons with the same
oppothnities tor training. career developmenl and promotion that are available to all colleagues, having consideration to
their aptitudes and abilities.
Scott Bad¢r r¢mains committcd to offcring equal opportunities to all and secured an ISO accreditation in Diversity and
tnclusion in 2023. When a vacancy arises. it is the Group's policy to consider all applications, in determining the best fit
for the role. This Tequires an assessmeni based on skills, knowledgi., experience and aliwnenl to the core values.
Involvement of CoJDmonwealth Members
The Matched Funding Seheme In 2023, the Matched Funding Scheme provided by SBCL and administered by the
Commonwealth Officc rcached approximately £15k. OveT 22 charities received double the amount they would have
received due to SBCL matching the amounts raised £1 for £1. This n￿rkS a slighl decrease cQTllpd￿d to 2022 where
£19.5k was raised. It's worth noting ihat more companies outside of the UK are now participaling in this scheme. There
are plans to promote this scheme globally to encourage more colleagues to participate.
Volunteering - SBCL supports its local communities, through a volunteering scheme. All colleagues are grdnted an
additional day's paid leave to voluntcer for a not for profitlcharitable organisation. The scheme enables colleagues to
build relationships and connect with their local communities in support of its wider social purpose.
In 2023, our HR Oracle platfonn recorded 536 volunteering hour5. Additionally, 546 hours were record¢d for colleagues
who continued to support a local charity based within K¢q) House in their own time, which is led by th¢ Commonwealth
Page 7

REPORT OF THE TRUSTF.ES (NCORPOL4TING THE STRATEGIC REPORT) TO THE MEMBERS OF THE
sco￿ BADER COMMONWEALTH LIMITED
For the year ended 31 December 2023
Offic¢. This marks an increase of over 700/0 compared ts) the prcvious year. We plan to contiDuc this upward trend so that
900/0 of all Colleagues aT¢ using their volunteering days for 2024.
Volunteering Hours
2000
1500
l(K)O
500
2017
2018
2019
2020
2021
2022
2023
Some of the a¢tivities undertaken by our colleagues are shown below.
Ecology:
Rexycling activities (UK)
Litter picking (UK)
Business..
Attending careers events al Schools and Colleges providing Careers advice and guidance (UK)
Supporting individuals with CV and interview skills (UK)
Humanity".
Sewing knitt¢d blankets together to be delivered to local care homes (UK)
Took part in I￿al running event to raise awareness and funds for cancer treatment (Croatia)
The Trustees are of the opinion that the self-governing Tepresentative structure of Scott Bader is of public benefit because
wherever it operates colleagu¢s know that the company must:
Contribute to the stability and economic growth locally, nationally, and internationally.
b. Take steps to minimise the effects of the business OD the environment.
Support its local con]munities via charitable giving and volunteering.
d. Be an exemplar of an alfrmative way to run a business.
STRATEGIC REPORT
Objectives, Strategies and Activities of SBCW (the Charity)
As mentioned above the objects of the Charity are:
i) The promolion of ethical principles in industy with a view to ensuring the discharge by persons engaged in industry
of their social obligations for the welfare of the communities within which th¢y operate.
2) The promotion of sustainable development for the ben¢fit of the public by the preservation, conservation and the
protection of the environment by the prudenl us¢ of natural resources and th¢ promotion of sustainable means of
achieving economic growth and regeneration.
Achievements and Performance a
ainst the Ob'ectSves set- Grant-makin
The Scott Bader Commonwealth Limited (SBCW) receives its income through a donation of profils from the individuals
employed by the Scoli Bader Group. This income is used to make grants to charitable organisations around the world whose
puqioses are in line with the Charitable objects. The Trustees annually approve the grant-giving policy and budget.
The SBCW'S main source of income is by payment of a donation from SBCL. There is a provision in the Articl¢s of
Association of SBCL lo ensure that there is a minimum amoiint paid lo the Charity each year (staff bonus or 10/0 of the
annual staff salary cost of the Scott Bader Group, which¢ver is greater). This would not be considered a major risk to SBCW
Page 8

REPORT OF THE TRUSTEES (tNCORPORATING THE STRATEGIC REPORT) TO THE MEMBERS OF THE
scorr BADER COMMONWEALTH LIMITED
For th¢ year ended 31 December 2023
unless the perforn]anc¢ of the Company becomes so pr¢cariou5 that payment of th¢ donation rnigbl threaten the very
existence of the Scott Badu Group.
The Charity Committee oversees the grant-giving on behalf of the Comtnonwealth Board (CWB). The Ci)mmittee meets
every three months to select the charities lo support and ihe fLmding amount for each charity. The Committee reports its
decisions to the CWB quarterly.
Charities can learn about funding opportunities from SBCW through networking, referrals from previous recipients, and
Inforn￿tion on the Scott Badcr website.
SBCW does not generally fvnd r¢quests thal support animals. individuals in need, travcl and &dvcnlure schemes. art
projects, sports clubs, general appeals. or building Construction in the UK.
Prospcrtive applicants must Submit their funding applications through a grant managen]ent tool called OPTIMY. This tool
helps simplify and streamline the grant-making pr￿ess.
In 2023. SBCW had four application cycles for its grants and received about 290 applications during the year. siinilar lo
about 300 in 2022.
After assessing the applications, SBCW IDade graT]ts totalling £32 Ik in 2023 compared to £382k in 2022.
SBCW aims to ensure that grants are used effectively and for the iiiteiided charitable purposes. We keep formal reporting
requirements simple and proportionate aiid share the infomiation received with the Charity Conimittee. We also n)eet with
grantees and potential grant¢es occasionally lo strengihen nctworkiiig aT]d to help the Charity learn niore about the specific
subject areas or reflect on its oivn praclice and priorities.
SBCW is also a member of rhe Association of Charitable Foundations {ACF) and National CouY)¢il for Voluntary
Oyganisalions INCVO). Both organisations provide training courses and helpful inforniation on good practice.
At 31 December 2023, SBCW l)ad nel assets of £1,925k (2022= £1.937k).
Tlie grant PTograninie areas run during 2023 are sunimarised below. A breakdown of the ainount spenl under each of these
programme areas is provided in note 9.
Glocal Funds
A budget is set for all the companies in the Scott Bader Group. The allocation is currently detern)ined as a set figuTe per
site with an additional sum proportionate to the number of Commonwealth Members at each location. Each location can
detennine how they wish to utilisc th¢ir allocation provided il cothplies WAth the Charity Policy and is approved by the
Charity Committee of the Commonwealth Board.
To help prospective applicants, we guide them to apply for funding for projects that enable them lo support social and
environtnental issues important to where they are Sktualed. Some locations choose to run a Nomination Scheme whereby
each Commonwealth Member has an allocation to nominate to a charity (OT charities) of their choice. The areas of
intervention can vary for this but tend to cover ihe following Youth Well-bcing, Disability, Education, Disadvantage, and
Health.
The CeDtenarn, Fund
Thi5 fund was launched in 2022 and was in cclcbration of the Company's l Ooth anniversary in 2021. l-hi% fund was lo
support lour large conimiinity-based PToj¢¢ls with £25.000 each. The projects submitted had to meet thc following criteria.
To help people to help themselves and give them a sense of dignity and self-respect.
To respond to the needs of people who are most undetpiivilegedldisadvantaged and
Enabled us to support local communilies to whom we have a special responsibility as a neighbour and employer.
The review pmcess for this fund was completed in 2022 and six projects were selected for our members to vote on their
preferred four Projects. The voting process took place in QI of 2023 and the four successful charities that were awarded
the grants were..
Th¢ Mud House Cbtldren's Foundation- This project was to improve th¢ health, welfare, and education ¢hanc¢s
of Maasai chilthen and their families in Northern Tanzania by building a bore hole and water well.
Page 9

REPORT OF THE TRUSTEES (INcoRPORAT￿G THE STIL4TEGIC REPORT) TO THE MEMBERS OF THE
scorr BADER COMMONWEALTH LIMITED
For the year ended 31 D¢c¢mber 2023
Hands Off Foundation - Based in Melbourne, Australia. This project was to provid¢ '￿eW slart in life" care packs
to supporl disadvantaged individuals with a new life.
Careers Worldwide- This project was to address the social, mental, physical, and economic necds of the fan]ily
¢arers across India, Nepal, and Banglad¢sh. Carers Worldwide will establish a sustainable income-g¢neratlDg
training and support programme for unpaid family carers in the Bagalkot District of Indi8.
Karen Hilltyibes Trust - This project was lo transforni the community health of two marginalised and isolated
Karen villagcs. in Northern Thailand by improving water and sanitation systems which will r¢thice discase. water
pov¢rty, and protect human dignity.
Godric Bader Fund
A budget is set annually.
This fund is used to SUPPOrt charities chosen by the Bader family. Three charities received grants, totslling £8,000 in 2023
and £7,500 in 2022.
Resear¢b Grants & Other donations
Research grants and other donations w¢re provided to th¢ following:
Employee Ownership Association - To provide the evidence that EO organisations make a difference compared to
other t)Tres of business ownership.
DEC Turkey- Syria Earthquake Appea]
Northamptonshire Community Foundation - Corporate Giving Network and tbe sponsorship of the annual awards
eveDillg.
A breakdown of thc 2023
ant ex
nditure 15 detailed bclojv.
Grant Expenditure
£'ooo
2023
196
loo
£?000
2022
322
Glocal Fund
Centena
Fund
Communil , Hardshi
Godric Bader Fund
Presidents Fund
Research & Other Grants
Fund
37
17
321
15
382
Breakdown of Ex
nditllre b , fund
Grant Giving 2023
£8,000, 3%
Glocal Fund
Centenary Fund
£17.450, 5%
£100,000. 31'_
Godric Bader Fund
£195.719, 61%
Research Grants & other
Donation5
Page 10

REPORT OF THE TRUSTEES (INCORPORATING THE STRATEGIC REPORT) TO THE MEMBERS OF THE
SCOTT BADER COMMONWEALTH LIMITED
For the year ended 3 l Dec¢mb¢T 2023
Th¢ grants awarded supported projects within three specific areas of int¢rv¢nlion. Environmental, Poverty aDd Education.
A breakdown of these intervention areas and the amount spent is detailed below.
£17,450, 5°A
Areas of Intervention
£8,OL)0, 2%
£8,200, 3°A
Education
£19,385, 6%
£93.881, 29%
Environment
Poverty
£8,300, 3Y.
. Nomirbation Scheme
£165,952, 52%
Godric Bader Fund
The Trustees still believe that allocating the charity's income in the way described above continues to enable the charity to
support a diverse range of activities with a relatively sniall amount of money. However, this is dependent on the profitability
ot thc company. but mechanisn)s exist to ensure that the charlty's income will increase in line with increased profitability.
Achievements and Performance SBCL Grou
The Principal activity of the SBCL Group wbich sits bcncath the Charity continued to be that of the pr(Kluction and
distribution of chcmicals and related products.
Fundraisin
The charity relies on surpluses generated by wholly owmed trading subxidiary companies to be able to carry out grant-
Tnaking to meet the charitable objectives and does not undertake any fundraising activities with the public. No professional
fundraisers have been engaged and no fi]nd raising has been undcrtaken on behalf of the Charity. No complaints havc bccn
re¢¢ived in relation to fundraising activities.
Investment oli
and erformance
The charity has an asset in the fonn of a property known as K¢¢p House, 124 High Street, Wollaston NN29 7RJ. This is a
Grade II listed stone-built fannhouse and is situated on the Wollaston site. The refurbishment of the propety was completed
in February 2020 and ￿1] occupancy of this building by local charities was achieved. By providing this facility the SBCW
is meeting its objectiv¢ of ¢nabling these chariti¢s to Continue the excellent work they do in the local community- It is also
intended that the building will be 5elf-fiJnding on finalisation of the asset plan. To support this, the Trnstees agreed in 2023
to allocate £20k to K¢¢p House to be used towards the asset plan to cover futtwe renovations.
In 2023, Keep House generated £34k in income, compared to £36k in 2022. This slight decrease was due to a vacant room
becoming available during the year. The income generaled from Keep House is used for the general Tefurbishment of the
building and to source and progTess local projcct and partnership opportunities.
An open mark¢t appraisal in November 2021. by an independent valueT with a rccognised and relevant professional
qualification, gave a value of £495k for this propety and the Trustees do noi believe Ihal there has been a material change
in value since the valuation. Another valuation is due to be completed during the Summer of2024.
As the main investment of the chI￿1ty is the SBCL group, its peTfoTmanre is monitored on a regular basis as reported under
the financial review section bclow.
Financial Revie
The majority of the Group relates to the SBCL Group and this is considcrcd on the following pages. The charity's (SBCW)
income is limited to the donation from SBCL and r¢ntal incorne and the expenditure of the charity been consldered on
page 9.
Pagell

REPORT OF THE TRUSTEES (INCORPORATING THE STRATEGIC REPORT) TO THE MEMBERS OF THE
SCOTT BADER COMMONWEALTH LIMITED
For the y¢ar ended 31 December 2023
Financial Revieiv of SBCL Groll
Whilst the CWB does not get involved in the day-l04ay management of SBCL it receives updates at every Commonweaiih
Board meeting from the CEO Kevin Matthews, and the CFO Neil Miller on the perforn]anoe of the group. In addition,
m¢mbers of the Group Leadership are invited to attend a CNVB m¢eting on an annual basis to provid¢ an updat¢ on their
business ar¢as.
During 2023, the CWB met with Julie ThoTburn, the Group HR Director, Neil Miller, Group Chi¢f Financial Officer. Kevin
Matthews, Group Chief Executive Officer. Andrew Cottrell. Group Operations DirectOT and Mike Findlay-wilson, Group
Chief Inforn]ation OffJc¢r. The Commonwealth Board is also infonned of any key issues from the Company Member of
the Board.
Having discussed and reviewed the business perforn]ance for 2023, the Trustees noted the following:
Annual sales volumes increased by 0.90/0 to I Iok tonnes (2022: 109k tonnes), despit¢ this, SBCL Group turnover decreas¢d
by £30.7m (-10. I % ) to £273m. This reduction was driven by raw material price decreases from the record high prices in
mid-2022 that flowed through into lower sales prices. We have seen raw material prices drop consistently since Q3 2022,
initially &s supply chains norn]alised after the disruption of the Russian invasion of Ukraine, and more rpxently as the global
economy slowed in H2 2023.
Th¢ SBCL Group made good progress on the strategic focus of improving product mix towards high¢r margin, sp¢ciality
products, leading to an increas¢ in margin of £4.8m to £77.6m (2022. £72.8m) and th¢ margin as a 0/0 of revenue to 28.4%
(+4.4ppt" 2022: 24.00/0
Other Operating costs have increased by £0.5m from £15.5m to £16.Om retlecting th¢ growth into the Americas and Asia
regions, as well as the continued investment in the business to build out operational and commeTcial capabilities as the
foundation for future growth.
Stsff costs increased on the year by £5.3m (12.90/0) to £46.2m from £40.9m, as a result of 8.7 0/0 net headcount additions of
67 to 834 (2022: 767) and average salary intlation of 3.96 %.
Operating Profit pre-staff bonuses of £2.5m (2022.. £nil) grew to £3.7m (2022: £2. Im). Profit Before Tax ('PBT'} was
£0.7m (2022: £2.3m) (note 14).
Offsetting the positive momentum on margin and good cost Control, the drivers of the reduction in Operating Profit and
PBT were. the half y¢aT paym¢nt of a Profit P¢rfom]anc¢ Plan ('PPP') bonus to employees of £2.5m in total which was
£nil ID 2022, an increase in foreign exchange costs predominantly coming from the revaluation of non-trading intercompany
loans of £1.3m (2022: £0.9m) and the increase in interest costs of £1.4m (2022.. £0.3m) due to the increase in the base rate
of interest in 2023 vs 2022 and full year's use of the SBCL Group's debt facilities.
Balance sheet
2023 saw a positive cashflow from operating activities of £l1.7m (2022.. outflow of £1.4m). This was derived from
Operating Profit and an improvement in working capital including th¢ new non-recourse d¢bt factoring facility in Franc¢.
In 2023, the SBCL Group continued its objective to invest the majority of the operating cashflow into the business to
support the delivery of the strategic priorities with regards to geographic growth, efficiency and innovatAOn.
Overall in the year. there was a £l.Im decrease in net cash on opening of £0.2m to net debt at the y¢ar-end of £0,9m driven
by the ongoing strategic investment programme in capita] expenditure £12.1 m (2022.. £13.3m) as w¢ll as cash outflows of
£1.5m (2022: £0.3m) in servicing the SBCL Group's debt facilities.
The SBCL Group continued to invest in line with strategy with the highlights being the completion of the green field
manufacturing 51te in Mocksville in the USA and the new R&D laboratory and office in our Amiens site in Franc¢. Further
capitsl investment went into new IT systems including the rollout of our M3 ERP system into Australia, as well as ¢onlinued
investment into the maintenance programme to ensure asset integrity.
The outlook for 2024 s¢¢s the continued focus on r¢ducing working capital and tight cash management while continuing ts)
invest th¢ cashflow from operations in supporting the stralegic growth prioritics.
Page 12

REPORT OF THE TRUSTEES (INCORPORATING THE STRATEGIC REPORT) TO THE MEMBERS OF THE
SCOTT BADER COMMONWEALTH LIMITED
For the year ended 31 D¢¢¢mb¢r 2023
The SBCL Group's Revolving Capitsl Facility (RCF) with NatW¢st was extended to a 5-y¢ar t¢rn] and increased to
USD20m in March 2023 providing the Group with significant additional funds for Working capital should it be needed. The
SBCL Group had in excess of £32m in receivables and £35m in inventories at the balance sheet date, which were free of
security for fmancing and available to raise working capital facilities if n¢ede(L
Th¢ SBCL Group recognised goodwill additions of £2.9m r¢presenting the fair valu¢ movement of the contingent
consideration associated with rhe 2022 acquisition of Scott Bader India with a corresponding liability Tecognised in creditors
gr¢ater than l year which would fall payable in 2025 subject to perforn]ance conditions being met.
The lax charge on Profit Before Tax was £0.9m (2022: £0.2m). The effective tax rate (ETR) for 2023 (excluding
adjuslments for prior year) was 64.90/0 (2022: 7.40/0). Main drivers of the increased ETR were the combination of adverse
pennanent differences and a decrease in PBT for the year and the partial de-re¢ognition of defeLTed tax assets in respect of
tax losses arislng in the UK.
Deferred tax assets of £4.Om weTe recognised in th¢ period, reflecting the expected utilisation of brought foNTard losses on
the basis that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxabl¢
profits, in line wilh updated forecasts.
Ke . PerformAnce Indicators
In 2023, th¢ TTUStees introduced a set of non-financial rnetrics to assess members, engagement levels and ¢valuate SBCL'S
adherence to the Guiding Principles. Our focus is on gathering data for areas that remain unexplored as w¢ progres5 through
2024.
Additionally, specific KPIS have been established to monitor the financial perforn]ance of the SBCL group duritig 2024.
These metrics will be diligently tracked and reported to the Con]monwealth Board (CWB) on a quarteTly basis:
Cash.. Tracking the available cash reseTves.
Financial performydnce against budget and prior year (PY).. Comparing actual financial results with plann¢d
budgets and previous year's perforniance.
Working capital: Evaluating th¢ company's Iiquldity and operational efficiency.
Capital expenditure: (Capex) spending and CAPEXldq)re¢iation ratio.. Assessing investhient in fixed assets
relative to depreciation.
These KPIS serve as essential benchrnarks, for SBCW to monitor the perforn]ance of SBCL'S slrategic decisions and
ensuring transparency in its financial and operational health.
Cash
Cumtly the Charlty holds a modest amount in deposit accounts, which are reviewed annually to ensure best return.
Finaneial Controls
The Financial Controls Policy, which includes the delegalion of authority and segregation of duties, is reviewed annually
to ensure that it is up-to-date and effective. The review process involves a thorough examination of the procedures and
systems in place to ensure that they are robust and followed diligently by all parties concerned. The Trustees Consider that
the procedures and systems in place ar¢ effective in nmintaining th¢ inte￿Ity of the fmancial controls and ensuring
compliance with th¢ relevant Tegulaiions.
Flnaneial and risk mana ement ob
ectives and Ileles
The Trustees have developed a more Tobust approach to managing the risks to which the charity is exposed to ensure that
appropriate controls are in place to provide reasonable assurance against the risks identified. The Trustees undertake a
quarterly revlew of the risk register, which assigns the management of the risks to specific individuals and recommends
actions to be taken, wh¢r¢ necessary, to n￿llage their lik¢lihood or impact. Risks are added to the register as they aris¢ and
are reported and discussed at the quarterly board meetings.
The SBCL Group uses various financial instrun)ents including loans, Cash, and items such as trade debtors and trade
creditors, that arise directly from its operations. The main PUTpose of these financial instruments is to raise finance for the
SBCL Gr(yUP'S operations and working capital requir¢m¢nts. The exist¢n¢¢ of these f￿anCIal instruments exposes th¢ SBCL
Page 13

REPORT OF THE TRUSTEES (tNCORPORATfNG THE STRATEGIC REPORT) TO THE MEMBERS OF THE
SCOTT BADER COMMONWEALTH LIMITED
For the year ended 31 December 2023
Group to a number of financial risks. The n]ain risks ar¢. currency risk, re¢¢ivables recoverability and liquidity and cash
flow.
Currencv risk
Th¢ SBCL Group is an international ch¢mical Company. In the international ch¢mical business, many of the raw materials
used by the SBCL Group are priced in US Dollars or Euros, as are many sales made outsid¢ of the UK, Consequently, the
SBCL Group is exposed to exchange rates. The SBCL Group does not make extensive use of hedging in5trum¢nts or
derivative% as tbere is a na￿ra1 balance of purchases and sales across the various cuffencies. Customer pricing inay be
adapted to deal with step changes in exchange rates as needed. The currency risk is closely monitored, and appropriate
actions taken when needed.
Trade and other receivables
All op¢rating companies have credit policies, that are approved at ihe appropriate l¢vel using the delegation of authority
matrix and monitor their cr¢dit exposure on an ongoing basis. Trade Y¢ceivabl¢s are stat¢d net of allowances for doubtful
receivables, estimated by lo¢al manag¢menl based on prior experience of customers and assessment of their Qu￿ent
economic environment and in line with group policy. Due lo the geographical spread of the operating companies, the credit
risk varies from Site to site and 15 influenced by th¢ nornial ¢redii praclices of that country as well as the prevailiDg macro-
economic climate of each geographic iegion and where appropriate the SBCL Group uses debt fa¢toring facilities.
and cash flow
The SBCL Group monitors its borrowings and future cashflows weekly and aims to ensure that there is always available
headroom in all entities to meet all obligations as they become due. The SBCL Group extended its USD Sl Om revolving
credit facility with NatW¢st in March 2023 to $20m although dtd not draw down further on the facility in the year. As at
31 December 2023, tbe SBCL Group had headroom which the Directors considered to be adequate for Cu￿1 business
demands.
Prinel al risks and uncertainties
The SBCW'S key risks are summarised below..
Risk l Uncertalnt
Miti
l. There is a risk to the charity
to continue opeTating due to lack
of funding, therefore unable to
achieve Charitable objectiv¢s &
constitutional requirements
Ther¢ is a fonnula in place to donate a minimum of 10/0 of th¢ ￿￿Oup'S salary
cost or 5 /0 of Ihe eligible PBT (whichever is the greater). However, SBCL
shoujd budget for minimum payment required to be paid to the Charity,
Financial inforniatloD Is reported oll a quarterly basis to the Commonwealth
Board on the perforniance of SBCL so it would be reported if the operating
company is al Tlsk.
Ther¢ is a sewnd income stream generat¢d from Keep House and there is a
view to explore other similar projects in other global locations as well as other
income options such as endowments.
2. There is a risk of a skills gap
for Trustees on the
Commonwealth Board resulting
in the non-cotnpliance with
Charity and Company Law.
All Board Memb¢TS are provided with the relevant Guidance from the Charity
Con]mission on their duli¢s and responsibilities,
A skills analysis has been introduced and we refer to this when recruiting new
Guardian Trustees. In addition, induction folders are provided upon
appointment, which includes a copy of the Constitution, financial reports,
minutes, agendas and policies and yearly training is also provided for the
Trustees.
3. Th¢re is a potential risk of
loss of fimds for the Charity,
leading to reputatlODal risk
The following Internal controls in place to mitigate against this.
Detailed quarterly reports are prepared comparing expenditUTe vs budget.
All cheques/bank transfers are authorised by two people, one of which needs
to be a Trustee.
Bank accounts are reconciled monthly.
Page 14

REPORT OF THE TRUSTEES (TNCORPORATING THE STRATEGIC REPORT) TO THE MEMBERS OF THE
SCOTT BADER COMMONWEALTH LIMtTED
For th¢ year ended 31 December 2023
Policies are reviewed on a yearly basis by the Charity CorLllnittee, prior to
submission to tbe full Commonwealth Board for approval.
4. There is a risk of potential
miscommunications and (cyber
security) risk of interception of
shared sensitive business
inforn￿tiOn.
All sensitive data is stored and shared via Diligent Boards which is a board
managemcnt sofvare and is part of the Diligent Governance Cluud.
5. There is a risk of under
occupancy of Keep House I not
achieving objectives to utilisc
the Keep House space, using
SBCW cash to fund the building
& utility costs
This is monitorcd regularly at the ongoing Keep Housc commitiee meetings.
Keep House is currently 800/0 occupied.
The SBCL'S key risks are summarised b¢low:
Siralcgic RAsks.' Strategic risks are riskts, botli internal and external. associated ￿'it11 the busincs5 iiiodcl. coryoia¢¢
strategy and long-tenii planning
Risk l Uncertaint
iti ation
Year-on- ear chan e
Geo
litical uncertain
macroeconomic chanive
and
As a result of tensions in the Middle East,
Business Continuity Planning ha5 been
conducted in the conlext of supply to and from
the Dubai site through the Straits of Hormuz.
Our r¢gional ptesen¢e was fi]rther expanded
with the completion of the new manufacturing
facility in North Carolina, USA. This further
balances the Group's geographical Presence.
The business continues to work on its
T￿asury policy to ￿rther Improve the
r¢sili¢nce of the business in the event of raw
material price increases.
Further development of ability to nlanufacttwe
key products al multiple sites and contract
nianufilcturing partners to improve resilience
and business continuity planning,
No change overall.
The continued
g¢opolitical
instsbility and the war
in Ukraine has
continued to
d¢monstrate the
interconnectedness
and fragility of global
supply chains. As the
situation around
Ukraine bas stabilised
and improved this has
been replaced by
issues in the Middle
East and we expect
the landscape to
remain volatile for
some time to come.
Th¢r¢ is a risk that external
geopolitical and
macroeconomic factors lead
to severe supply chain
disrnption, Ioss of revenue,
talent and strategic control as
well as potential closures of
sites.
Intellectual Pro ertv
mana
ment
Key miligations that have been implemented
or are work in progress include..
Appoinlment of an external patcnt agcncy to
support the developn]eTht5 of a moic active
patcnt strategy.
Improved cybereThime resilien¢e to prevent
theft of intellectual property.
Increasing use of legal contracts with
appropriate clauses to protect intellectual
property,
Audil of the Group's major elements of
intellectual property and an active
development of a repository of key elements
of intellectual
ro
New Risk.
The expansion of the
business into more
speCi￿ty markets
with in¢r¢asing
differentiation built
on intellectyal
property represents an
increasing risk for th¢
group
There is a risk that as th¢
business grows into new
areas, engages in new markets
and generates new t¢chnology
that without proper ¢ontrols
key intellethal propety could
be lost. In adth'tion. with an
ageing workforc¢ critical
knowhow could b¢ lost from
the organisation.
Page15

REPORT OF THE TRUSTEES (INCol￿oRATNG THE STRATEGIC REPORT) TO THE MEMBERS OF THE
sco￿ BADER COMMONWEALTH LIMITED
For the year ended 31 December 2023
ment
Pro
¢ct mana
In addition to th¢ mitigations report¢d last
y¢ar th¢ following actions have been
implem¢nted.
FurtheT improvement of the major PTojecl
approval process and governance oversight
with the forniation of a Capital Projects
Committee.
Fornialised integration processes have be¢n
strengthened as a result of post inv¢stment
reviews of completed projects.
-> No change overall.
There is a risk that the
significant number and scale
of the projects being
undertaken to deliver the
strategic plan will l¢ad to
delivery failure and project
overruns
The continued
number of major
projects and the level
of investment and
complexity continues
to represent a
significanl risk.
Operational Risks.. Operatioiial risks are risks derived from Scott Bader's core business practices. which rely on
systems. equipnjent and processes
Risk / Uneertaint
Year-on-vear ehan
chain mana
ement
In addition to the mitigations highlight¢d last
year-
Initiatives continue to improve Group wid¢
S&OP system.
Th¢ formation of regional supply chain
stnjctures with a greaier oversight of supply
chain perfonnance connecting supply points
into one network.
Upgrading of Group operation technical
resource to accelerate the development of dual
site manufactUriD
for ke
oducls.
Fornial Health & Safety strategy, framework
and refreshed policies in place with clear KPIS
and audils. Launch of life saving rul¢s
Investment in Health & Safety re50ur¢ing
(appointment of Group Occupational Health
Manager).
Improvements al site levels to ensure closing
off of HSE actions. Increase in number of
saf¢ty opportunities r¢ported across the Group.
Significant number of the Groups assets now
have an updated HAZOP (hazard and
operability Study) with mitigations
No change overall.
There is a risk that ineffective
management of our supply
chain causes production
delays l¢ading lo revenue
losses, increased likelihood
for non-supply fines and
potential loss of customers.
The Group sees
opportLmities for
productivity
improvements through
an effectiv¢ supply
chain management
system.
Health & Saf¢
No change.
There is a risk that poor safety
perforn]ance lead5 to serious
injury, loss of life, ternporary
or pern)anent site closure-
with potential for exposur¢ to
significant penalties.
This r¢mains a high
ongoing risk for the
Group and one that
continu¢s to receive
ongoing investment
and monitoring by
management including
improved prncesses
and a refresh of the
hazard evaluation
programm¢.
Securit and resilience of
lant
ocess control s
stems
No significant initiatives in 2023 pending
investments into new assets.
Upgraded syslems and procedures to counter
cybercrime.
Cloud based disaster recovery syslem.
Aligned ownership across different facets of
the risk across dedicated functions (Operations
and IT) and Amproved standardisalion of
process¢s"
No change.
This remains a high
ongoing risk foT the
Group. Completion of
the global PCS
assessment that was
started in 2021 with a
clear strategy now
established. This area
is expected to receive
increased investment
by management.
There is a risk that we do not
identify andlor address IT
Tesilience and security risks
related to plant process
ontrol systems and locally
procured software leading to
tempordry or pernianent site
closure, loss of revenue and
intemiption to our supply
chain.
Page 16

REPORT OF THE TRUSTEES (INCORPORATING THE STRATEGIC REPORT) TO THE MEMBERS OF THE
scorr BADER COMMONWEALTH LIMITED
For the year ended 31 December 2023
C ber and inforn]ation
securi
Continued improvement and updating of our
IT systems, including inv¢stment in cloud-
based disa5teT r￿0Very and clear investment
plans to mitigate potential for obsolescence
Ongoing assessment of data105s prevention
enablers and tooling
Ongoing pcnetration testing exercises to
ensure the cffcctiveness of existing IT controls
Continued investm¢nt
to irnplement state of
the art IT systems and
firewall security,
active penetration
testing, data loss
prevention tools and
data govcrnrtince
framework. It is
reco￿11$ed thai IT
failure could impact
the ability to
manufacture and
supply pmducts and
rnitigation plans are
being developcd.
There is a risk that Scott
Bader fails to mainlain the
confjdentiality. integrity and
availability of information and
key tsysterns le&ding to a loss
of customcr. p¢rsonnel or
onf1denlial dath and resulting
in disrnption lo our busines5,
reputational damage and
significant fmes.
in&illLi411 riskb: I￿1n1￿cial Tisks &tre ii¥>ks ¥45bvLialed with an oi'ganistition dbilily to I'lilbe capildl. illitintdill (ILLCSb lo
ci4)itdl and delivei. profitable growth
Risk l Uncertaintv
'ti ation
Year-on-vear chan e
Volatili
of demand and
mark¢t uncertainiv
We aim lo embed our produrt I service into
the client product cycle to provide a
diff¢r¢ntiated offering.
Proactively manag¢ raw materials lo optimise
the balance b¢tw¢¢n price and security of
supply with souwing from a broad and diverse
supplier base.
Improve supply chain connectivity to ensure
we respond rapidly to a slowdown or
acceleration in mark¢t demand,
Financial perfonnance closely monitored
against operating plans with variances
investigated. Clear focus on casll generation
Contingency and cost reduction plans
im
lernented in an economic downturn.
Significant improvemeDt in Ticasury ￿nction
and cash pooling to enable liquidity support
between entities.
Continued close supervision of cash
management activiti¢s and forecasting.
Active Project to impTove foreign exchange
management.
tIncreased risk.
The maTket slowdown
resulting from high
leve15 of interest rat¢s
impacted business
perfonnance in the
second half of the year
which also resulted in
in¢Teased levels of
working capital.
There is a risk that a
slowdown or a¢¢¢l¢ration in
demand lead5 to increasing
raw material pricing,
decreasing raw material
availability and results in
competition which can
3mpact sales, Capacity
utilisation, profii&bility, and
cash generation.
uidit
forei
CULTenc
mana
ement and
ex
5ures
No change:
The impact of a
significant increasc in
capital spending in 2023
and the challcnging
business cnvironment
continucs to have a
n]aterial impacl on
liquidily which Tequires
more active
rnanagement. The
foTcign ¢xchange risk is
increased due to
fluctuation of the sterlAng
vis-a-vis other currencies
in markets where we
incur a significant
proportion of our profits.
There is a risk that the
current levels of WOTking
capital, aT)ticipated capital
investment and strong
acqui51tion pipeline
significantly impact liquidity
levels across the Group.
There is a risk that Group's
financial re8ults are
Tnatcrially impacted by
advcrsc currency
movements leading to
volatility in the reported
profits and asset values.
Page 17

REPORT OF THE TRUSTEES (INCoR￿oRATlNG THE STRATEGIC REPORT) TO THE MEMBERS OF THE
SCOTT BADER COMMONIVEALTH LIMITED
For the year ¢nded 31 December 2023
People risks: Thes¢ are risks associalcd with an organisation's strntcgy and rclatioiiship ￿'1th its people. including
talcnt attraction and r¢t¢ntion, bel)aviour and culture, industrial relations and learning ajid developmcnl
Risk l Uncertainti,
Mlti
Year-on-
ear chan
Attraction and retention of
talent
Scott Bader offers competitive compensation
and benefits packages, and we have recently
carried out a salary benchmarking ¢xercise
Regular perforn]an¢¢ reviews and appraisals
Development of an employe¢ value
proposition has been an active project through
2023
No Change..
Recruitment and
retention continued to be
challenging in 2023 for
certain skills due to the
historically low levels of
unemployment and the
shortage of skills in
certain regions
There is a risk that Scott
Bader fails to attract,
develop and retain high
quality talent and
capabilities required to
deliv¢r the firn]'s strategy
and commercial ambitions.
Succe55ion
lannin
Succession plans and retention strategies are
in place for Group leadership and other key
positions
Ongoing tsl¢nt reviews and su¢¢ession
planning programm¢s
Talent management programme continue
including overseas secondment to build
experience
No Change:
There is a risk that
unplanned departures and
ov¢rreliance on key
individuals leads to
knowledge, customer and
supplier relationships and
competitive advantage are
lost or cornpromised.
The leadership
ompetency framework
was reinforced as part of
the 2023 annual
appraisal. The new
organisational structure
irnplemented at the end
of 2023 is also design¢d
to provide opportunities
for building experience
in bridging roles.
Regulatory & Conipliance risks: Regulatory und compliance ri4ks are risks associated w'ith coi]Ipliance to laws and
regulations, industry t4tandaTd5, contrdct requirement￿+ and internal policie
sk l Uncertaln
Miti
Year-on-i'ear chan
Chan
in
re
environment
lato
Experienced legal counsel, company secretary,
tax manager and head of product regulatory
affairs are furth¢r supported by external legal
and professional advisors
Risk, compliance, and governance report is
reviewed by the Board, Audit Committee, and
Intemal Audit at each meeting
Ongoing support from third paty advisors to
enbance the Govemance, Risk and
Complianc¢ Frameworks and to supplement
our internal knowl¢dge of regulatory change
Established delegation of authority between
Group leadership and local leadership teams
in owning local risks and complying with
local laws
Ongoing monitoring of sanctions and
reporting around high risk countries
No Change,.
This area remains a high
ongoing risk for the
Group as the Group
expands globally,
national regulations
tighten and a global
¢xpansion of data
protection laws. It
continues to receive
ongoing investment and
monitoring by
management.
Th¢re is a risk of failing to
comply with key laws and
regulalions across the
different Tegulatory
environments in which we
operale leading to major
regulalory enforcement
action. litigation or other
claims arising from products
andlor historical or ongoing
op¢rations.
Reserves
Ilc
Reserves are held to provide financial protection for Scott Bader Commonwealth Limited (SBCW) as a going concern, to
protect its operations from being adversely affected by unanticipated events, Unanticipated events are identified in the
Page 18

REPORT OF IIIE TRUSTEES {INCORPORATiNG THE STL4TEGIC REPORT) TO THE MEMBERS OF THE
scorr BADER COMMONWEALTH LIMITED
For th¢ year ended 31 Decemb¢r 2023
SBCW risk registcr. However, given that the primary source of income is from the donation received from Scott Bad¢r
Compgmy Limited (SBCL) this does create a risk for SBCW.
Tbe Trustees reviewed the Charity's Reserves Policy in April 2024 and agreed that reserves will be held for the following
purposes..
Ullrestri¢ted Funds - The TrL)Stees have agreed to r¢tain £180k in a range ¢quivalent to approximately three to six
months, forward expenditure. These aTe to b¢ hcld to protect SBCW against income fluctuations .
D¢signated Funds- The Trust¢¢s have agreed to retain a dcsignated fund equal in valuc to th¢ valuation uplift Im
Kccp House. At the Ye￿ end, this fund ioLqlled £487k (2022: £487k).
The TTUStees consider this appToach to be reasonable in the light of the nced for the money to be readily available for
expenditure against the budget and in the unlikely event that no donation 15 received from SBCL, grants will only be
award¢d to charities upon rcccipt of funds from SBCL.
At 31 Deccmbcr 2023, the Charity held tolal funds of £1,925k (2022: £1,937k) including unrestricted funds (frcc rCS￿v¢S)
of £1,438k (2022.. £1,450k). There are earniarked funds set aside to meet essential spending. £180k is set asidc to
protect SBCW'S operations from being adveTsely atTected by unanlicipated events. £566.5k is budgeted tu be spent
throughout 2024, and £72.5k is held for future Tenovations on Keep House. The balance remaining will be held and Used
in the unlikely event that no donation is received from SBCL.
The group reserves held at 3l December 2023 were £108,847k (2022.. £114,IW3k). These are held to provide working
capiial for the group.
Conflicts of Interest
SBCW has a set of processes to manage conflicts of interest. Th¢se include maintaining a complet¢ and up-to-date register
of interests, which is used for the day-to-day management and governancc of the Charity. The T¢gist¢r contains infonnation
about the interests of all parties involved with tbe Charity, th¢ inforniation on the register is us¢d to idenlify and manage
potential contlicts of interest that may arise in ihe course of the Charity'5 operations. These procedures ensure that the
Charity's interests are protected and that any potential conflicts of interest are identified and managed appropriately.
Section 172 (1) Statement
Understsnding the issues Ihat are important to our stakeholders is essential and integral to the way in which we develop
and execule our business strategy. It is also criiical to our long-terni success.
Oura
roach to Section 172
The Scott Bader Constitution sets out the Governance Principles expected of the Group and SBCL Board and demonstrates
how th¢ Group and SBCL Board should n]ake decisions for th¢ long-terni success of the Group and its stakeholders. noting
thc values and behaviours that must underpin the operation of a successful and thriving bu%incsy. Although ihe original
Con8titution pre-dates this section of the Companies Act. its continuing principles are closely aligned with thc QCA (Quoted
Companies Alliance) Governance Code and confonn to the requirements of Section 172 of the Companies Act 2006.
Our Section 172 statement describes the ways in which the Group and SBCL Board has carried out its responsibility to
promote the suC￿$S of the Group, recognising that the key decision5 it Jnak¢s today will affeci long-ternl perfomianc¢. The
statement considers paragraphs (a) to (Q of Section 172(1) and includes dctails on how the Group and SBCL Board has
considered and ¢ngaged with stakeholdcrs.
When making decisions, the Group and SBCL Board considers the needs of our different stakeholder groups as well as the
likely consequence5 that any action taken might have for Scott Bader's reputation. Stakeholder engagement is at the Core
of how Swtt Bader operales and infonn strategic discussions. including any implications for th¢ r¢silience of OUT busine8S
and the potential impact on our community and enviTonm¢nt. It is tbe SBCL Chair's responsibility to ensure that the Group
and SBCL Board considers Section 172 when making its decisions.
This process includes the SBCL Board and its Committ¢es considerlng tlle interests of OUT ¢mployees. We primarily engage
with employees through the M¢mber Directors, Global Members Board (,￿MB") and Th¢ Commonwealth Board.
Page 19

REPORT OF THE TRUSTEES (￿cORPORAT[NG THE STIL4TEGIC REPORT) TO THE MEMBERS OF THE
SCOTT BADER COMMONWE4LTH LIMITED
For ibe y¢ar ended 31 December 2023
Throughout the year. the SBCL Board received reports from management about their ¢ngagement with customers.
We recognise that it is not always possible to provide a positive out¢orne for all stak¢holders and that sometimes the SBCL
Board must make d¢¢isions based on competing priorities. The SBCL Board regularly assesses th¢ outcomes of its decisions
and is available to talk to stakeholders when needed. This engagementhelps the SBCL Board betteT understand what matters
most to our stakeholders and supports discussion on relevant issues. It also helps the SBCL Board choose the Course of
action that best leads to high standards of business conduct and success for Scott Bader in the long terni.
Stakeholder en
ement in 2023
Stakeholder groups
How the SBCL Board engaged In 2023
Customers
The SBCL Executive
Committee provided
¢uslomer related
intelliget)ce and feedback,
including from a customer
survey.
Given that sorne areas of
our busines5 have seen
weakened demand, the
SBCL Board kept up to
date with operational
issue5, including plant
capacity and shift
planning to match
production to demand
and reduce costs.
We work with customers worldwide,
providing the products they need to
address technical and sustainability
challenges in their own
manufacturing processes.
The SBCL Board approved
a refreshed strategy that
fo¢u5es on getting Closer to
our custom¢rs and on
growing in attractive end
markets.
SBCL ensured that
colleagu¢s were properly
consider¢d &s part of the
SBCL reorganisation in line
with the strategy refresh.
The SBCL Board supported
the application for D&l ISO
certification.
Employees
The SBCL Board
r¢ceived and considered
two reports on follow-up
actions from the results
of the Best Companies
employee survey.
Our succ¢ss relies on the talent of
our employees. We wani them to
f¢el part of a culture that valu¢s
diversity and inclusion, faArn¢S5 and
transparency.
Suppliers
The SBCL Board received
r¢ports on manag¢nient's
work to ensure the
Group's supply Chain
complied with the new
sanction regime put in place
as a result of Russia's war
in Ukraine.
European energy security
and cost was a key topic
for the SBCL Board
throughout 2023.
Management kept the
SBCL Board inforn]ed
on how it was engaging
with utility suppliers and
sit¢ hosts as it worked lo
reduce o erational risks.
The Member DirectQTS
are encouraged to be the
voice of the shareholders
(colleagues) at the SBCL
Board and contribute to
the SBCL Board on that
basis.
Our suppliers deliver the raw
materials and services we need to
make our products. We look for
ways to work in partnership with
suppliers to create a morc
sustainable supply chain.
Shoreholders
The Chair, CEO and CFO
provide the Group Board
with updates from their
meetings with the GMB
and Commonwealth Board
at Company Board
meetings.
As an Employee Owned business,
with a d¢fined C.onstitution, we have
a responsibility to deliver value for
our shareholders (also referred to as
colleagues),
GMB Chair shares
feedback and thoughts
with the SBCL Board as a
standing item on the SBCL
Board a
In canying out its duties, the SBCL Board Continued to ensure it understands, and considers, the issues that matter most to
these stakeholder groups, particularly when making material decisions.
Page 20

REPORT OF THE TRUSTEES (INCORPORATfNG THE STRATEGIC REPORT) TO THE MEMBERS OF THE
SCOTT BADER COMMONWEALTH LIMITED
For the year ended 31 December 2023
After two years of on-line meetings as a result of Covid 19 restrictions, w¢ w¢re pleased to return to holding an open Annual
General Meeting in July 2023 and continued io make th¢ AGM accessible to all through the use of Zoom VAdeo. We kept
in place the Option t.or shareholders (colleagues) to submit questions in advancc of the meeting, however, which we
introdu¢ed during the pandemic. We also have regular correspondence with shareholders (colleagues), through meetings
with the CotnTnonwealth Board and the GMB and by responding to suggestions and queries. In addition, our CEO mel with
a number of the site employee councils when visiting the Group's manufacturing locations.
Princi
I decisions in 2023
This was another busy year foT the SBCL Board, and one in which several key decisions were taken. Below we set out two
examples of principal decisions the SBCL Board took in 2023 and how it ¢on8idered Section 172 matters in the process.
Approving a refreshed strolegy
In 2023, thc SBCL Board approved a refreshed stralegy, with a focus on markets and innovation with tbe continuing thread
of sustainability. It was presented to the Con]monwealth Board and the GMB in October and has been 5ubscqucndy
cornmunicatcd to colleagu¢s and other stakcholdcrs.
How the SBCL Board made ILY decision
As the SBCL Board r¢fl¢cted on the potential strategic options. it considered all stakehold¢r groups - for example, th¢
impact on employees currently engaged in non-core products ofpuT5ing a focus on either commodity or spe¢iality chemicals
and on the value potential for shareholders (collea8ues). The SBCL Board considered that strategic alignment to end
Markets would enable the Company to better serve its ￿StomerS for the long tem) and to focus Its innovation and capital
allocation - and so deliver greater business value and community for shareholders (colleagues).
We also reflected on the potential disruption of a business reorganisation. We concluded that this was a necessary slep to
align everyone in the business with the new strategy and that it would prnvide greater opportunities for employee
development.
Refihancing
At the start of 2023, the SBCL Board asked management to update business plans and forecasts and to review the banking
facilitie5 in the light of those plans.
How the SBCL Booyd made Rls decision
The management team put fonvard to the SBCL Board for approval:
A programn]e of working capitsl, capital exp¢nditure and cost reduction and
Refinancing the SBCL Group with additional facilities including increasing its RCF with Natwest Jnd
implen)cnts"ng invoice factoring with Soclété Générale ID Francc.
The SBCL Board reviewed and considered M￿ageMent'S updaled business forecasts and budgets and agreed that
management should refinance to ensure that the business had appropriate medium-teTm facilities, with sufficient headroom,
to enable the business to operate through a period of p)tentially challenging econDTnic headwinds. The refinancing was
completed in Mar¢b 2023.
These were complex decisions for the SBCL Board, balancing the interests of shareholders (colleagues} and other
stakeholders. Our Guiding Principles (as set out in the Constitution) focused us in protecting value in the business aT)d
provjding a robust financial structure that aligned with the strategic needs of the business.
Future Plans
A revicw of th¢ Constittition was carried out during 2020121. The changes proposed were forn]ally acc¢pt¢d by the
c.ommonwealth Members at tlie AGM in May 2022 and are still being impleinented. This exercise lias enabled lis to ¢merge
stronger and witl) renewed confidence and vigour. It was agreed at the same tinie that a two-year review of this would also
happen. This is st&rting in 2024, any signifi¢ant amendments will be shared with the niernbers tor theiT appToval.
Page 21

REPORT OF THE TRUSTEES (tNCORPOIL4TING THE STRATEGIC REPORD TO THE MEMBERS OF THE
sco￿ BADER COMMONWEALTH LIMITED
For the year end¢d 31 December 2023
As a result of this revi¢w of thc Constitution the Trustees have identified that improvements were r¢quired in the way th¢
board itself operates and il identified that improvements were required in the following areas.
Charity
we will bolster and reconfigure charitable activities in order to deliver our charitable aims and
responsibilities. Funding ratios for charitable donations will remain as present and we wish to widen ihe meaning of
charitable giving including encouraging and re-energising the volunteering undertaken by colleagues. We aim to
replicate globally the Keep House model at Wollaston. This will provide local opportunities for good practice and
outreach around selected locations around the group.
In addition, Ihere are plans for the future lo in)pleineni a Social Return on liiveslllieiil (SROI) framework. This will
help us to measure and coinmunicate the social value and Impact of our grant-giving aclivilies. SROI is a principles-
bas¢d approach that involves identifying, iiieasuring, and valuiiig th¢ outcoines that matter to our stakeholders. By
using SROI, we hope lo iinprove our accountability, transparency,. and learning.
Income - Presently, the Commonwcalth Office engages in annual budget negotiations wilh the Group Board: who
approve it. In a proactiv¢ niove to safeguard fulure funding, we are exploring moditications to the tinancing structure
t-or the Coi))monwealih Office and its deniocratic endeavours.
In 2023: d dedicated PTojecl teani devised a fijnding strategy aimed at enipowering the C0111monwealth and Global
Members. Board with enhanced control and fin(Incial segregation. This strategic plan received approval in Q4
2023 and is scheduled for implementation in 2024
Engagement- We have implemented a refresh¢d way in whA¢h colleagues learn about the features and responsibilities
of democracy in Scott Bader. This includes both the induction, orientation, and 'onboarding' for new recruits along
with the ongoing refreshment necessary to k¢q) everyone committ¢d and ¢ngaged. We will continue to improve and
monitor this development throughout 2024.
SBCL will focus on building upon and integrating the recent investments in the USA and India. The impact of Brexit
has been felt a¢ross the business with increased work required to ensure ongoing compliance. These additional
administrative requirements continue to be a cost for SBCL, however the impact of this has been limited through
proactive planning.
SBCL continues to experi¢nce raw material supply shortages due to disrupted supply chains. the response has included
expanding the range of suppliers, incr¢asing stock levels where nc¢ded and increasing production flexibility.
SBCL remains in a strong financial position, with a number of opportunities offering strong potential for growth. The
Group Leadership Team is f(Kused on the key projects that will unlock this growth and deliver the changes required
to achieve 2036 vision. The future plans for SBCL are:
Future Developments
2024 starts with a certain degree of un¢ertainty and it is clear thai high interest rates are reducing inflation and causing an
economic slow-down, compounded by conflicts and geopolitical tensions around the world, that may last through the first
half of 2024. As the World readjusts and interest rates stabilise and then perhaps start to fall, we niay see markets pick-up
in the second half. At the same lime, we continue to have some exciting opportunities to deliver on key ¢lem¢nts of the
Group strategy such as India, North America and more effi¢i¢nt ulilisation of our Europ¢an assei base.
The transition from a product focus to a market focus as we en*r 2024 will allow us to d¢velop innovative and sustainable
solutions for our customers through a deepened understanding of the customer needs of both today and tomorrow.
To ensure that we can best meet the needs of both our global and lo¢al customers, we implemented a regional operating
structure into the two key r¢gions of Europe & Africa and Asia & Americas. This structure will support delivery of our
strategi¢ vision by creating increas¢d responsibility and autonomy to execute at an operational level within the regions.
These plans will h¢lp th¢ continued success of the business and thus provide stability for ¢haritable purposes and for the
people that work at Scott Bader.
Page 22

REPORT OF THE TRUSTEES (INCORPOIL4TING THE STRATEGIC REPORT) TO THE MEMBERS OF THE
SCOTT BADER COMMONWEALTH LIMITED
For the year ended 31 December 2023
Going Concern
When assessing the going concern principle for ihe Cofflmonwealth, considerations of the Trustees include, but are not
limited to the following in relation to SBCL. the Financial position of the SBCL Group as at 31 December 2023, th¢ most
r￿ent cash position, thc projc¢ted cashflows and the availability and headroom of the fllthncing facilities across the group.
including the availability of facilities secured in March 2023.
The perforn]ance of the SBCL Group in the year to date is below last year as a result of supressed economic activity
impacting Scott Bader's customers. Despite this, the SBCL GTOUP ¢onlinues lo trade profitably and have a number of
opportunities for grO￿tth. The SBCL Group obiained a waiver from its lending partn¢r for one of the two covenant tests
required to be met quarterly for which it was nol in complianrK.
During this challenging period. the Group Leadership Team {GLT) has generaled forecasts to December 2025 under a
variety of scenarios, including the application of prudent, worst case assumptions. On the basis of these forecasts, the
Tn￿teeS remain confident that the GTOUP will be sufficienily well capitalised for the foreseeable future.
Having considered the financial foT¢ca$ts, the Trustees are confident that the SBCL Group, and th¢r¢fore the
Commonw¢alth Group, remains a going concern, and that the results within this do¢um¢nt r¢present a true and fair view of
the position of the Group.
The accounts are prepared on the going concern basis.
Auditor
RSM UK Audit LLP have indlcated their willingn¢ss to continue in office and a resolution concerning their re-appointmcnl
will be proposed at the Annual General Meeting.
Statement as to disclosurc of inforniAtion trj auditors
In so far as thc Truslees are aware..
There is no relevant audit information of which the charitable company's auditor is unaware" and
The T￿ste¢S have tsken all steps that thcy ought ￿ have taken to make themsclves awarc of any Tel￿ant audit
infornlation and to establish that the auditor is aware of that inf0m￿tiOn.
The Report of the Trustees is approved by order of the board of Trustees and the Strategic Rq)ort (included therein} is
approved by the board of Trustees in their capacity as the directors at a meeting on 3 May 2024 and signed
. behalf
by:
Richard Tapp
Trustee
P<iuI Smith
Truslee
Page 23

TRUSTEES, RESPONSIBJLITIES STATEMENr
For the year ended 31 Decetllber 2023
Trustees, res
onsibilities statement
The Trust¢¢s who are also th¢ directors of the Scott Bad¢r Commonwealth Limited (for the purpose of company law)
are responsible for preparing th¢ Report of the Trnstees including the Strategic Report and the Director's Report and
th¢ financial statenients in accordanc¢ witl) applicable law and United Kingdom Accounting Standards, including
Financial ReportAng Standard 102.. The Financial Reporting Standard applicable in the UK and Republic of Ireland
(United Kingdom Gen¢rally Accepted Accounting Practi¢e).
The Trust¢es' powers and responsibilities are defined in the Articles of Association of SBCW in furtherance of which
SBCW has and may exercise the power to ex¢rcAse oversight of the Scott Bader GTOUP to ensure appropriate
gov¢rnance risk and compliance Processes are in place to ensure the long-terni success of the busin¢ss.
Under company and charity law the Trnstees must not approve the financial staten]ents unless they are satisfied that
they give a true and fair view of the stale of affairs of the group and the charitable company and of the incoming
resources and application of resources, including the income and expenditure, of the group and the charitable company
for thal period.
In preparing those financial statements, the T￿￿te¢S are required to..
sel¢ct suitable accounting policies and then apply th¢m consistently.
observe the methods and principles in th¢ Charities Statement of R¢comm¢nded Practice (SORP).
make judgements and a¢wunting ¢stimates that are r¢asonabl¢ and prud¢nt'
state whether applicable UK accounting standards have been followed, subject to any material departures disclosed
and explained in the financial statements; and
prepare the financial ststem¢nts on the going con¢ern basis unless it is inappropriat¢ lo presum¢ that the group and
the charitable company will continue in business.
The Trustees are responsible for keeping adequate accounting records that are sufficient to show and explain the
group's and the charitable company's transacttons and disclose with reasonable accuracy at any time the financial
position of th¢ group and the charitable Company and enable them to ensure that the financial stat¢ments comply with
the Companies Act 2006. They ar¢ also responsibl¢ for saf¢guarding the ass¢t5 of the group and the charitable
Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Trustees are r¢sponsibl¢ for th¢ maintenance and int¢grity of the corporate and fman¢ial infornialion included on
th¢ charitable company's website. Legislation in the United Kingdom gov¢rning Ihe preparation and dissemination of
financial statements may differ from legislation in oth¢r jurisdictions.
Page 24

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE SCOTT BADER
COMMONWEALTH LIMITED
inion
We have audit¢d th¢ financial statements of The Scott Bader Commonwealth Limited (the 'parent charitable
company'} and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Group and
Charity statements of Financial Activities {in¢oTporating an income and expenditur¢ account), Group and Charity
Balance Sheets, Group Statement of Cash Flows and notes to the financial ststements, including significant accounting
policies. The fmancial Teporting framework that has been applied in their preparation is applicable law and United
Kingdom Accounting Standards, including FRS 102 "The Financial Reporting Standard applicable in the UK and
Republic of Ireland" (United Kingdom Generally Accepted Accounting Practice).
In our opinion tb¢ financial statements..
give a true and fair view ofthe state of the group's and the parent ¢haritsble company's affairs as at 31 December
2023 and of th¢ group's incoming resources and application of resources, including its income and expenditure,
for the year then ended.
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Pra¢tice' and
have been prepared in accordance with the requirements of the Con)panies Act 2006.
Basis for o
inion
We conducted our audit in accordance with International StsndariLs on Auditing (UK) (ISAS (UK)) and applicable
law. OUT responsibilities under those standards are fither described in the Auditor's responsibilities for the audit of
the financial statements section of our report. We are independent of the group and parent charitable company in
accordance with the ethical requir¢m¢nts that are relevant lo our audit of the financial statements in the UK. including
th¢ 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 pmvide a basis for
our opinion.
Conclusions re174tin
to
oin
coneern
In auditing the fitwcial statements, we have concluded that the Trnstees, use of the going concern basis of accounting
in the preparation of the fll]ancial statements is appropriate.
Based on the work we have perfornied. we have not identifled any material uno¢rtainties relating to events or
Conditions that, individually or collectively. may cast significant doubt on the group's or parent charitsble company's
ability to continue as a going concern for a period of at least Iwelve months from when the financial statements are
authorised for issue.
Our responsibilities and the responsibilities of the Trustees with respect to going concem are described in the relevant
sections of this report.
Other information
The other inforniation comprises the inforn]ation included in the Report of the Trustees other than the financial
statements and our auditor's report thereon. The Trustees are responsible for the other infornlation contained within
the Report of the Tn￿le¢s. Our opinion on the financial statements does not cover the other inforn]ation and, except
to the extent otherwise explicidy stated in our report, wc do not express any forni of assurance conclusion thereon.
OurTesponsibility is to read the other infom]ation and, in doing so, consider whether the other inforn]ation is materially
inconsistent with the financial statements or our knowledge obtained in the course of the audit or otberwise appears
to be materially misstated. If we identify such material incon51Sten¢ies or apparent mat¢rial misstatements, we are
rquired to detennine whether this gives rise to a material misslatement in th¢ finan¢ial ststements themselves. If,
based on the work we have perfornied, we conclud¢ that there is a material misstatement of this other inforniatlOD, we
are required to report that fact.
We have nothing to report in this regard.
iniotts on other matters
rescribed b , the Com anles Act 2006
In our opinion, based on th¢ work undertaken in the ¢ours¢ of tbe audit:
the inforniation given in the Report of th¢ Trustees, which includes the Directors, R¢port and the SITategi¢ Report
pr¢pared for the purposes of company law. for the financial year for which th¢ f￿anCIal ststements are prepared
is consistent with the financial statements" and
Page 25

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE SCOTT BADER
COMMONWEALTH LIMITED
the DirectOTS' Report and the Strategic Report included within the Rqiort of ilie Trustees have been prepared in
accordance with applicable legal requirements.
Matters on whieh Ive are re
uired to re ort bi. exce
tion
In the light of the knowledge and understanding of th¢ group and the parent charitable company and their environm¢nt
obtained in the course of the audit, we have not identified material misstatements in the Directors, Report or the
Strategic Report included within the Report of the Trustees.
We hav¢ 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 by the parent charitable company, or returns adequate for our
audit have not been received from branches not visited by us; or
the par¢nt charilable company financial statements ar¢ not in agreement with the accounting records and returns.
or
certain disclosures of Trustees. remuneration specified by law are not made. or
we have not receiv¢d all the inforniation and explanations we require for our audit.
rf)nsfibilities of trustees
As explained more ￿llY in the Statement of Tn￿le¢s, Responsibilities set out on page 24, Ihe Tn￿teeS (who are also
the directors of the ¢haritable company for the purposes of Company law) are responsible for the pr¢paration of the
fii)ancial sta(em¢nts Jnd for being satisfied that th¢y give a tru¢ and fair view, and for such internal control as the
Trustees detemiin¢ is n¢¢essary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or ernr.
In preparing the financial statements, the Trustees are responsible for assessing the group's and parent charitable
¢ompany's ability to continue as a going conc¢rn, disclosing, as applicable, matters r¢lated to going concern and using
the going concern basis of accounting unless the Trustees either intend to liquidate the group or parent charitable
company or to ceas¢ operations, or have no realistic alternative but to do so.
Auditor's res
onsibilities for the audit of the finanefial ststements
Our obj¢ctiv¢s are to obtain reasonable assurance about wh¢ther th¢ financial statements as a whole are fre¢ from
material misstatement, whether due to fraud or error, and lo issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guaranlee thal an audit conducted in accordance with
ISAS (UK) will always det¢ct a material misstatement when il ¢xists. Misstatements can aris¢ froin fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to infiuence the
economic decisions of users taken on the basis of these f￿anCial staten]ents.
The extent to which the audit was ¢on5idered ca
able of d¢t¢etin
Irre
larAtfies includin
fraud
Irregulariti¢s are instances of non-compliance with laws and regulations. The objectives of OUT audit are to obtain
sutyicient appropriate audit evidence regarding compliance with laws and regulations that hav¢ a direcl effect on th¢
determination of material amounts and disclosures in the financial statements. to perfonn audit procedures to help
identify instsnces of non-compliance with other laws and regulations that may have a material ¢ffect on the financial
statements. and to respond approprial¢ly to id¢ntified or suspected non-¢omplianc¢ with laws and regulations
id¢ntified during the audit.
In relation to fraud, the objeclives of our audil are to identify and assess the risk of material misstatement of the
financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of
material misslatement due to fraud through designing and implementing appropriate responses and to respond
appropriately io fraud or suspected fraud identified during tlie audit.
However, it is the primary responsibility of managemenl with the oversight of those charged with governance, to
ensur¢ that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the
prev¢ntion and detection of fraud.
In identifying and assessing risks of material misstst¢ment in r¢spect of I￿egular1tie5, including fraud, the group audit
engagement team and component auditors:
Pag¢ 26

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE SCOTT BADER
COMMONWEALTH LIMITED
obtained an understanding of the nature of Ihe sector, including the legal and regulatory framework that the group
and parent Charitable company operate in and how ihe group and parent charitable company are complying with
th¢ legal and regulatory framework.
inquired of managemenL and those charged with governance, about their own identification and assessment of tb¢
risks of irregularities, including any known actual, suspected or all¢g¢d instances of fraud.
discussed matters about non-compliance with laws and regulations and how fraud might occur including
assessment of how and where the financial stafrments may be susceptible to fraud,
As a result of these procedures we consider the most significant laws and regulations that have a direct impact on th¢
financial stat¢m¢nts are FRS 102, Charities SORP {FRS 102). Companies Act 2006, Chariti¢s Act 2011, the parent
charitable con]pany's governing document and tax l¢gislation. We perfornied audit pro¢¢dur¢s lo detect non-
compliances which may have a nLaterial impact on the financial statements which included ieviewing the financial
statements including tbe Trustees, Report, remaining alert to new or unusual transaction5 which May not be in
accordance with the governing documents, inspecting CO￿¢Spondence with local tax authorities and evaluating advic¢
received from internal and external advisors.
The most significant laws and regulations that have an indirect impact on the financial statements are those in relation
to h¢alth and safety and environmental compliance. We perforn)ed audit Procedures to inquire of manag¢m¢nt and
those charged with governance wheth¢r ihe group is in compliance with these laws and regulations and inspecled
correspondence with licensing or T¢gulatory authorities.
The group audit engagement team identified the risk of management override of controls and revenue Tecognition as
the areas where the f)nancial statements were most susceptible to material misstatement due to fraud. Auditprocedures
perfornied included but were not limited to testing manual journal ¢ntries and other adjustments and evaluating the
business rationale in relation to significant, unusual transactions and transactions entered into outside the norn￿1
course of business, revieiv of accounting poh'cies in relation to revenue recognition and sample testing revenue.
All relevant laws and regulations identified al a Group l¢v¢l and areas susceptible to fraud that could bave a material
effect on the con501idated financial statements were communicated to component auditors. Any iiistances of non-
compliance with laws and regLdations idenlified and communicated by a component auditor were Considered in our
group audit approach.
A ￿rtI)er description of our responsibiliti¢s for the audit of the financial ststements is provided on the Financia]
Reporting Council's website at hitp://www.frc.org.uk/auditorsre$ponsibilities. This description forn￿ part of our
auditor's report.
Use of our re
This Teport is made solely to the charitable 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 ihal we might state to the charitable company's
members those matters we are required to state to them in an auditor's report and for no other pwyose. To the fullest
extent perniitted by law, w¢ do not accept OT assume r¢sponsibility to anyone other than the charitable company and
Ihe charitable company's members as a body, for our audit work, for this report, or for th¢ opinions we have fornied.
GARETH JONES (Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP, Statutory Auditor
Chartered Accountants
Riverniead House
7 Lewis Court
Grove Park
Leicester
Leicestershire
LE19 ISD
7 May 2024
Page 27

THE SCOTT BADER COMMONWEALTH LIMITED
GROUP AND CHARITY STATEMENTS OF FINANCIAL ACTIVITIES (incorporaling an incom¢ and
expenditure account)
For the year ended 31 December 2023
Group
Charity
2023
Unrestricted*
£?000
2023
Unrestricted*
£'ooo
2022
Unreqtricted*
£'ooo
2022
Unrestricted*
£'ooo
Notes
Income from:
Donations
Other trading a¢tivities'.
Commer¢ial trading operations
316
305
273,301
273,301
1353
274554
304,520
304,520
363
304,883
316
305
42
347
Investment income
Total income
367
Expenditure on;
Raising funds..
Commercial trading operations
Charitable activities
(273,702)
(335)
(302,469)
(387)
(379)
(444)
Tot21 expenditure
(274,037)
(302,856)
379
(4441
Net in¢omel(expenditure)
excluding joint venture income
Share of net income from joint
ven￿reS
Nel ineome/(expendlture) before
tax for the financial year
Tax payable
517
2,027
(12)
(97)
15
221
197
738
(875)
2,224
(237)
(12)
(97)
10
Net (expenditure)lincome
137
1,987
(12
(97)
Attributable to the owner
Attributable to Non-controlling
Interest
Net (expeDdilure)/ fineome
(168)
1,966
21
1,987
(13D
(12)
(97)
Other reeognised gaiDs / {losses):
Actuarial loss on defined benefit
pension
Change in valu¢ of hedging
instrum¢nt
Currency translation differences
Deferred tax on other recognised
gains and losses
Net movemenl in funds
23
(4,061}
() 0,054)
17
(13)
{2,050)
90
4.692
io
(5,246
772
(12
97
Attributabl¢ to the owner
Atlributable to the NCI
Net Movement In funds
(5,277)
31
5,246
(793)
21
(772
12
(97
Total fiinds brought forward
Total funds carried forward
25
25
114093
108,847
114.865
114,093
1,937
1,92S
2,034
1,937
*Unrestricted funds include designated funds and movement on thcse funds can be seen in note 25.
The a¢¢ompanying accounting policies and notcs fonn an int¢gral part of thesc financial statements.
Page 28

THE SCOTT BADER COMMONWEALTH LIMITED
GROUP AND CHARITY BALANCE SHEETS
At 31 December 2023
Group
2023
£'ooo
Charlty
2023
£'ooo
Notes
2022
£'ooo
2022
£'ooo
Fixed assets
InL2ngible fixed assets
Tangible tixed assets
Investment property
Investments in subsidiaries
Interests in joint ventures
12
13
15
14
14115
10,139
62,91M
495
7.768
58.143
495
495
495
392
73,930
414
66,820
495
495
Current asset8
Stocks
Debtors
Debtors greater than one year
Cash at bank and in hand
16
17
18
35,675
44,649
2,058
16,866
99,248
38,279
51,398
2,499
21,611
113,787
316
1,089
1,163
1,479
405
1,494
Current liabilities
Creditors: aTnounts falling due within one year
19
58,618
65,129
49
52
Net current assets
40,630
48,658
1,430
1,442
Total assets less current liabilities
114,560
115,478
1,925
1,937
Creditors: amounts falling due after more than one
year
Provisions
20
22
3,531
6,472
10,003
1.372
7,521
8,893
Net assets excluding pension asset
104557
106.585
1.925
1,937
Pension asset
23
4,290
7,508
Net assets
108,847
114,093
1,925
1,937
Reserves:
Gelleral reserve funds
Unrestricted income funds
25
108277
113.554
1,438
1,450
Designated funds
Fair Value Reserve
25
487
487
487
487
Total charity funds
Non-controlling interest
Non- Controlling interest
108,764
114.041
1,925
1,937
25
83
52
108,847
114,093
1,925
1,937
The financial ststements on pages 28 to 65 were approved by the board of
their behalf by
rustees on 3 May 2024 and signed on
Richard Tapp
Trustee
Paul Smith
Trustee
Company number: 496082
Thc accompanying accounting policies and not¢s fonn an integral part of these financial statements.
Page 29

THE SCOTT BADER COMMONWEALTH LIMITED
GROUP STATEMENT OF CASH FLOWS
For th¢ year ended 31 December 2023
Notes
2023
2022
£'ooo
£'oo
£'ooo
£'ooo
Net cash provided byl{u5ed ID) operatiDg activities
Taxalion re¢eivedl{paid)
Net cash generated from/{u5ed) Rn operAtiDg g¢tivities
26
12,404
696
13,100
{1.224)
3.105)
(4.329)
Cash llows from investing activities
Purchas¢ ot tangible assets
Purchase of intangible asscts
Procecds from disposals of tangiblc assets
Dividcnds r¢¢eivcd from jomt ventures
Rental incom¢ received
Inter¢st received
(12,072)
{925}
322
222
34
376
(13,297)
{8,092)
105
368
36
50
Net cash used in investing activities
(12,043)
(20,830)
Cash flows from financing aetivitie5
Repayment of bank loans
New bank loans
Interest paid
Net cash (used In)Igenerated from finanefing aetlvities
(417)
7.802
328
1,455
(1,872)
7,474
Net deerease in cash and cash equivalents
Effect of exchange rates on cash and cash equivalents
Cash and cash equivalents al the beginning of the year
Cash and cash equivalent5 at the end of the ycar
(815)
(409)
10,243
9,019
(17,685)
1,916
26,012
10.243
Cash and cash equivalents consist of-
Cash at bank and in hand
Bank overdrafts
Cash and Cash equivalents at the end of the year
16,866
7,847)
9,019
21,611
11,3681
10,243
The accompanying accounting policies and notes form an int¢gral part of these fmancial statenlents.
Within cash and cash equivalents there is a balance of £464k (2022: £459k) that is held in an escrow account. This
escrow ac¢ount has been established in agre¢menl with tbe d¢fined ben¢fit pension scheme and th¢ group have
been making agreed payments into ihe account. Further inforn]ation is included in note 23.
Page 30

THE SCOTT BADER COMMOIYWEALTH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 De¢ember 2023
STATEMENT OF COMPLIANCE
The Scott Bader Conllnonwealth Limited is a PTivate company, limited by guarantee, incorporated in England and Wales
and domiciled in England. The company number is 496082 and the registered office is Woll￿tOn Hdll. Wollaston,
Wellillgborough, Northamptonshire, NN29 7RL.
The financial statements have been prepared in compliance with Accounting and Reporting by Charlties: Slat¢m¢nt of
RecomTnendcd Practice applicable to chariti¢s preparing their accounts in accordance with the Financial Reporting Standard
applicabl¢ in the UK and Republic of Ireland (FRS 102) - (Charitics SORP IFRS 102)), the Financial Reporting Standard
applicabl¢ in the UK and Republic of Ireland (FRS 102) and the Companies Act 2006.
Principal activities are noted in the Report of the Trustees.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Thc principal accounting policies applicd in the preparation of these consolidated and separate financial stalements are set
out below. These policies have bccn consislently applied to all th¢ years presente￿ unless othcTWiSC Statcd.
Basis of preparation
These f￿all¢la1 statements ar¢ prepared on a going concern basis, under thr hi5tori¢al ¢ost convention, as modified by the
measurement of certain financial assets and liabilities M￿sUred at fair valuc.
The charitable company constitutes a public benefit entity as defmed by FRSIO2.
The preparation of fmancial statements requires the use of certain critical accounting estimates. It also requires management
to exercis¢ ils judgement in the process of applying the Group and Company accounting policies. The areas involving a
higheT degree of judgement or complexity, or areas where assumptions and estimate5 are Significant to the financial
statements are disclosed in note 3.
Reduced disclosures
In accordance WAth FRS 102, the ChaTity has taken advantage of the exemptions fron] the following disclosure requirements:
S￿tIOn 7 'Statement of Cash Flows, _ Presentation of a Stat¢ment of Cash Flow and related not¢s and disclosures.
Going Concern
When assessing the going concern principle for the Commonwealih, considerations of the Trustees include. but are nol
limited to the following in relation to SBCL. the Financial position of the SBCL Group as at 31 Dccembcr 2023, the most
rec¢nt cash position, the projected cashflow5 and the availability and headrnom of the financing facilities across the group,
including the availability of facilitics secured in March 2023.
The perforn]ance of the SBCL Group in the year to date is below last year as a result of supressea economic activity
impacting Scott Bader's customers. Despite this. the SBCL Group is forecast to trade profitably and have a numb¢r of
opportunitics for growth. The SBCL Group obtained a waiver from its lending partner for one of the two cov¢nanl lests
required to b¢ mct quarterly for which it was not in compliance.
During this challenging period. the Group Leadership Team (GLT) has generated forecasls to December 2025 undeT a
variety of scenarios, including the application of prudent, worst case assumptions. On the basis of these forecastb, the
Trustees remain confident that the Group will be sufficiently well capitalised for the foreseeable future.
Having considered the financial foi¢¢asts. the TTUStees are confid¢nt that the SBCL Group. and therefore the
Con]monwealth Group, remains a going concern. and that the results within this docurnent reprcscnt a true and fair view of
th¢ position of the Group.
The accounts are prepaT¢d on the going concern basis.
Pag¢ 31

THE SCOTT BADER COMMONWEALTH LIMITED
NOTES TO THE FtNANCIAL STATEMENTS
For ihe year ended 31 December 2023
ACCOUNTING POLICIES {CONTINUED)
Group financial statements and basis of consolidation
These financial statements consolidate the results ofthe Charity and all its subsidiary undertakings made up to 31 December.
A subsidiary is an entity controlled by the Group. Control is the power to govern the fmancial and operating policies of an
entity so as to obtain benefits froTn its activities.
Entities in which the group holds all int¢rest and which arc jointly controlled by the group and one or mor¢ other venturers
under a contractual arrangemcnt are treated as joint VelltU￿s.
In the group financial statements. joint ventures are accoun*d for using the equity mcthod.
Where a subsidiary has different accounting policies to the Group, adjustments are made to those subsidiary financial
statements to apply thc Group's accounting policies when preparing the consolid2ted fm3ncial statem¢nts.
All intra-Group transactions, balances, incomc and expenses are eliminatcd on consolidation. Adjustments are madc to
eliminate the profit or loss arising on transactions with associates to the extent of the Group's interest in the entity.
Foreign currency
(i) Functional and PT¢sentation currency
The Group financial slatements are PTesented in pound sterling and rounded to thousands. The Charity's functional and
presentation currency is the pound sterling.
(li) Transactions and balances
Foreign cU￿encY transactions are translated into the functional cU￿encY using the spot exchange rates at the dales of the
trdnsactions.
At each period end, foreign currency monetary jt¢ms are translated using the closing rate. Non-monetary items measured
at historical cost are translated using the ex¢hang¢ rate at th¢ date of th¢ transaction and non-monetary items m¢asured at
fair valu¢ are measured using the ¢xchaDge rate when fair valu¢ was determined.
Foreign exchange gains and losses resulting from the settlement of transa¢lions and from the translation at period<nd
exchange Tates of monetary &8s¢ts and liabililies denominated in forei￿ currencies are recognised in the stalement of
financial activities.
(iii) Translation
The trading r¢sult5 of Group undertakings are translated into sterling at the average exchange rates for the year. The assets
and Ilabilities of overseas Lmdertakings, including goodwill and fair valu¢ adjustm¢nts arising on acquisition, are Iranslated
at the exchange rate5 ruling at the year end. Exchange adjustments arising from the retranslation of opening net asseL$ and
from the trdnslation of the profits or losses at averdge rates are included in oiher recognised gain5 and losses.
Income recognition
Income rccognition includcs incom¢ recognis¢d in thc Group'5 trading activities.
Income is mcasured at the fair value of the consid¢ration received or receivabl¢ and represents the amount receivable for
goods supplied or scrvtces rend¢red, net of returns, discounts and rebates allowed by thc GTOUP and value added taxes.
The Group recognises income when (a) the significant risks and rewards of ownership have been transferred lo the buyer.
(b) the Group retains no continuing involvement or control over ihe goods. (c) the amount of income can be measured
reliably. (d) it is probable that future economi¢ b¢nefits will flow to the entily.
(i) Sale of goods
The risks and rewards of owneTship of goods are deemed to have been transferred when the goods are shipped to, or picked
up by the customer.
(li) Interest incotne
Interest income is recognis¢d using the effective interest rate method.
(iii) Rental income
Rental income is recognised on a slraight line basis over the life of the rental period.
Page 32

THE SCOTT BADER COMMONWEALTH LIMITED
NOTES TO THE FINANCIAL STATEMEKrs
For the year ended 31 December 2023
ACCOUNTING POLICIES (CONTINUED)
Income recognition (Continued)
(iv) Donalion income
Donation income including donations. gifts and granls that provide ¢(Jre fvnding or of a g¢neral nature are Tecognised where
there is entitl¢m¢nt, receipt IS Probable and the amount can be measured with suffici¢nt reliability.
Employee benefits
The Group provides a range of benefits to employees, including annual bonus arrangements. paid holiday arrangements
and defined benefit and defined contribution pension plans.
(i) Short terni benefits
Short tenn benefits, including holiday pay and other similar non-monetary benefits, are recognised as an ¢xpense in the
period in which the service is receiv¢d.
(li) Defmed contribution pension plans
The Group operates a number of country-specific defined Contribution plans for its employees. A defjned contribution plan
is a pension plan under which the GTOUP pays fixed contributions into a separate entity. Once the contributions have been
paid, the Group has no fiuther payment obligations. The contributions are recognised as an expense when they are due.
Amounts not paid are shown in accruals in the balance she¢t. The assets of the plan are held sq)arately from the Group i
independently admini8t¢r¢d funds.
(iii) Defined benefit pension plan
The Group operates a defined benefit plan for certain UK employees. This scheme was closed to future accTual from I
April 2006. A defmed benefit plan defines th¢ p¢nsion benefit that the employee will receiv¢ on Tetirement, usually
dependent upon several factors including age, length of service and remuneration. A defined b¢n¢fit plan is a pension plan
that is not a defjned contribution plan.
The asset recognised in the balance sheet in respect of the defined benefit plan is the fair value of the plan assets at the
reportlDg date less the present value of Ihe defined benefit obligation at the reporting date.
The defm¢d benefit obligation is calculat¢d using the projected unit credit method. Am]ually the GTOUP engages independent
actharics to calculate the obligation. The present value is detern]ined by discounting the e5tirnated future payments using
market yields on high quality ¢orporate bonds that are denominated in sterling and that have terms approximating the
estinwted period of the future payments ('discount rate,).
The fair value of plan assets is measured in accordance with the FRS 102 fair value hierarchy and in accordance with the
Group's policy for similarly held assets. This includes the use of appropria* valuation techniques.
The retirement benefit obligation recognised represents the deficil or surplus in the defined benefit plans. Any SUTpIus
resuliing from this calculation is limited to the present value of any economic benefits available in the forn) of refunds from
the plan or reductions in ￿tllre contributions from the plan.
Actuarial gains and losses arising from exp¢rien¢e adjustments and Changes in actuarial assumptions are charged or cr¢dited
lo other r¢¢ognised gains and losses. Th¢se amounts together with the return on plan assets, less amounts included in nct
interest. are disclosed as 'Actuarial (lossygain on d¢fmed benefit pension..
The cost of the defined benefit plan, recognised in profit or loss as employee costs, except where included in Ihe cost of an
asseL comprises:
(a) Ihe increase ill pension benefit liability aTising from employee service during the period,. and
(b) the cost of plan introductions, benefil Changes, curtailrnents and settlements.
The net interest cost is calculated by applying the discount rate to the net balance of the defmed benefit obligation and the
fair value of plan assets. This cost is recognised in profil or loss as 'Interest payable and similar charges,.
(iv) Other r¢tir¢m¢nt benefits
Scott Bader France is required by French law to provide a lump sum to employees on retirement, based on length of service
with the employer. The provision is calculated according to French government assumptions of life expectancy and a
standard discount rate. The provision is applied to those employees with less than 15 years until retirement because it is
assumed that some employees will leave before reaching retirement age.
Pag¢ 33

THE SCOTT BADER COMMONWEALTH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
ACCOUNTING POLICIES (CONTINUED)
(v) Anllual bonus plan
The Group operates a number of annual bonus plans for employees. An expense is recognised in the profit and loss account
when the Group has a legal or constnjctive obligation to make payments under the plans as a result of past events and a
reliable estimate of the obligation can be made.
Taxation
Taxation expense for the period comprises cu￿ent and deferred tax recognised in the reporting period. Tax is recognised in
the statemenl of financial activities, except to the extent that it relates to items in other recogni5ed gains and losses. In this
case, tax is also included in other recognised gains and losses.
Current or deferred taxation assets and liabiIities are not discounted.
(i) cu￿ellt tax
Cuffent tax is the amount of incon]¢ tax payabl¢ in respect of th¢ tsxable profit for the year or prior y¢ars. Tax is calculated
on the basis of tax rates and laws that have been ¢nacted or substantively enacted by the period end.
(ii) Def¢￿ed tan
Deferred tax arises from timing differences that are differences between taxabl¢ profits and total net income as stated in the
financial statements. These timing differences aTise fron] th¢ inclusion of in¢ome and expenses in tsx assessments in periods
different from those in which they are recognised in financial statements.
Deferred tax is recognised on all timing differences ai the reportlng date. Unrelieved tax losses and other d¢ferred tax assets
are only recognised when it is probable that they will be recovered against the reversal of defe￿ed tax liabilities or other
ture taxable profits.
Deferred tax is measured using tax rates and laws that have b¢en enacted 01 substantively enacted by the period end and
that are ¢xpect¢d to apply to the rev¢rsal of the timing differenc¢.
(tii) Deferred tax in business combinations
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a
business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax,
considering the manner in which the carrying amount of the &8set or liability is expected to be recovered or settled. The
deferred tax recognised is adjust¢d against goodwill or negative goodwill.
(iv) Offsetting deferred tax assets and liabilities
Deferr¢d tax assets and liabiliti¢s are offset where there is a legally enforc¢able right to offset current tax assets and
liabilities and where the deferred tax balances relate to the same taxation authority.
Buslness eombinatlons and goodwlll
Business combinations are accounted for by applying the purchase method. The cost of a business combinalion is the fair
value of the consideration given, liabilities incurr¢d or assumed and of equity instrum¢nts issu¢d plus th¢ costs directly
attributabl¢ to thc business combination. Wh¢r¢ control is achieved in stag¢s the cost is thc consideration at the date of each
transaction.
On acquisition of a business. fair valu¢s are attributed to the identifiable assets, liabilities and contingent liabilities unless
the fair valu¢ cannot be measured reliably, in which case the value is Inco￿Orated in goodwill. Where the fair value of
contingent liabilities cannot b¢ reliably measured they ar¢ disclosed on the satne basi5 as other contingent liabililies.
Goodwill recognised represents the exc¢ss of the tair value and directly attributable costs of the purchase consideration
over the fair values to the Group's interest in the identifiable net assets, liabilities and contingent liabililies acquired.
On acquisition, goodwill is allocated to ¢ash-generdting units ('CGU's') that are expected to benefit from the combination.
Goodwill is amortised over its expe¢t¢d useful life. Where the Group is unable to make a r¢liabl¢ estimate of useful life,
goodwill is amortised up to a period of O to 10 years. Goodwill is assessed for impairn)¢nt when there are indicators of
impainnent and any impairn]¢nt is charged to the statem¢nt of financial activities.
Page 34

THE SCOTT BADER COMMONWEALTH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
ACCOUNTING POLICIES (CONTINUED)
Intangible assets
Intangible assets are stated at cost or fair value at acquisition date less accumulated amortisation and a¢¢umulated
impairnient losses. Amortisation is calculated, using the straighi-line method, to allocate the depreciabjc amount of the
assets to their residual values ovw th¢ir estimated useful lives. of up to 10 years, in line with the Directors. assessment of
the beneficial period.
Goodwill
Technology
Custotller Lists
O- Ioyears
O- Ioyears
O- 10 years
Tanglble r￿ed asset5 and depreciation
Tangible assets are stated at C05t less accumulated depreciation and ac¢umulated impairnient losses. Deprecialion is
calculated, using th¢ straight-line method, to ajlocate the depreciable amounl of th¢ assets to their residual values over their
estimated usefijl lives.
(i) Land & buildings
Land and buildings are stated at cost (or d¢¢m¢d cost for land and buildings held at valuation at the date of transition to
FRS 102) l¢ss accumulated depreciation and accumulated impaimient losses.
Leasehold properties are amortised in equal instalments over the lesser of the unexpired tenn of the relevant lease or fifty
years, except that prerniums paid OT receivable on the acquisition of le&8ehold properties applicable to rental benefils are
wrAtten off over the period to the f]TSt open market rent review.
(li) Plant and ma¢hinery and fixtures. fittings, tools and equipment
Plant and nlacbinery and fixtures, fjttings, tools and equipment are stated at cost less accumulated depreciation and
accumulated impairnient losses.
(iii) Depreciation and r¢sidual values
Freehold land is not depreciated. Depreciation on other assets is calculated. using the straight-line method, to allocate th¢
depreciable amount to their residual values over their estimated useful lives. as follows".
Freehold buildings
50 years
Short leasehold land and buildings
over the lease period
Plant and equipm¢nt
3-20 years
Motor vehicles
4-5 years
Assets in th¢ course of construction ar¢ stated at cost. These assets are not d¢preciated until they are available for use.
Impgirment of fixed assets
An assessment is made at each reporting date of whether there are indicalions that a fixed asset may be impaired or that an
impairn)ent loss previously recognised has fully or partially revers¢d. If such indications exist, the Group estimates the
re¢ov¢r&ble amount of the asset or. for goodwill, the recoverable amount of the cash-generating unit to which th¢ goodwill
belongs.
Shortfalls between the carying value of fixed assets and their recoverable amounts, being the higher of fair value less costs
to sell and value-in-use, are recognised &s impairnient losses. Impairn)ents of revalued assets are treated as a revalualion
loss. All other impairnient losses are recognised in profit or loss.
Any impairnjent loss recognised for goodwill is not reversed. For fixed assets other than goodwill, recognised impairnjent
losses are reversed if, and only if, the reasons for the impairn)ent loss have ceased to apply. Reversals of impairnient losses
are recognised in profit or Ioss OT, for revalued assets, as a revaluation gain. On reversal of an impairn]ent loss, the
depreciation or amortisation is adjusted to allo¢ate the asset's revised carrying amount {l¢ss any residual value) over its
remaining use￿1 life,
Leased asset5
Al inception, the Group a55esses agreements that transfer the right to use assets. The assessment considers whether the
arrangement is, or contains, a lease based on the substance of the arrangement.
Page 35

THE SCOTT BADER COMMONWEALTH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
ACCOUNTING POLICIES (CONTINUED)
Leased assets {continued)
(i} Finance l¢ased assets
Leases of assets that transfer substantially all the risks and rewards incidental to ownership are classifjed as finance leases.
Finance leas¢s are capitalised at comn]en¢ement of the lease as assets at the fair value of the leas¢d asset or, if lower, the
present value of the minimujn lease payments calculated using the inter¢st rat¢ implicit in the leas¢.
Where the implicit rale cannot be deternjined the Group's incremental borrowing rate is used. Incrementsl direct costs
incurred in negotiating and arranging the lease, are included in the cost of the asset.
Assets are depreciated over the shorter of the lease tern] and the estimated useful life of th¢ asset. Assets are &ssessed for
impaimient ai each reporting date.
(i) Finance leased assets (continued)
The capitsl element of leas¢ obligations is recorded as a liability on inception of the arrangcment. Lease payments are
apportioned between capital repayment and finance cliarg¢. using th¢ effective interest rate method, to produce a constanl
rat¢ of charge on th¢ balance of the capital repayments Outstanding.
{ii) Operating leased assets
Leases that do not transfer all the risks and rewards of ownership are classified as operating l¢ases. Payments under
operating leases are charged to the profit and loss account on a straight-line basis over the period of the lease.
(iii) Lease incentives
Incentlves Teceived to enter into a finance lease reduce the fair value of the asset and are included in the calculation of
present value of minimum lease payments.
Inc¢ntives rec¢ived to enter into an operating lease are crediied to th¢ profit and loss account, to r¢duce the l¢ase expense,
on a straight-line basis over the peTiod of the leas¢.
The Group ha5 taken advantag¢ of the ex¢rnption in respect of lease incentives on leases in existenc¢ on the date of transition
to FRS 102 (l January 20 14) and conlinues to eredit such lease incentives to the stat¢ment of financial activities over the
period to the first review date on whicb the rent is adjusted to market rates.
Ini'estments
Charity investment in subsidiaries and joint ventures are held at cost less accumulated impairn]ent losses. Group
investments in joint ventures are stated in the group balance sheeÉ at the group's sbaTe of their net assets. The group's share
of profits less losses of joint ventures is included in the group siateinent of financial activities.
Stocks
Stocks ar¢ stat¢d at the lower of ¢051 and estimated selling price less costs to sell. Stocks are recognised as an ¢xpense in
the period in which the r¢lated revenue is r¢cognAsed.
Cost is detennined on the first-in, first-out {FIFO) melhod. Cost includes the purchase price, including taxes and duties and
transport and handling directly attributable to bringing the stock to its present location and condition. The cost of
n￿llufactured finish¢d goods includes design costs, raw materials. direct labour and othw direct costs and related production
ovejfieads (based on norn]al operating capacity).
At the ¢nd of each Teporting period, stock is assessed for impairnienL If an item of stock is impaired. the identifi¢d stock is
r¢duced to its selling price less ¢osts to complete and sell and an impainnent charge is recognised in the statement of
financial activities. Where a reversal of the impairnient is required tlie impairnient charge is reversed, up to the original
impalrment loss, and is recognised as a credit in the statemet)t of financial activittes.
Page 36

THE SCOTT BADER COMMONWEALTH LIMITED
NOTES TO THE FINANCIAL STATEMENrs
For the year ended 31 Decernber 2023
ACCOUNTING POLICIES (CONTINUED)
Casb and easb equlvalents
Cash and cash equivalents includes cash in hand deposits held at call with banks, other short-tern) highly liquid Investments
with original maturities of three months or less and bank overdrafts.
Provisions contingencie$
(i) Provisions
Provisions are recognised when the Gn>up has a present legal or constructive obligation as a result of past events" it is
probable that an outflow of resources will be required to sett]e the obligation" and the amount of the obligation can be
estimated reliably.
Where there are a number of similar obligations, the likelihood that an outflow will be Tequired in settlemenl is delemJin¢d
by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with
respect to any one item included in the same class of obligations might be small.
Provisions ar¢ m¢a5ur¢d at the present value of th¢ expenditures expected to be requircd to s¢ttl¢ the objigation using a pre-
tax rafe that reflects cwr¢nt market assessments of the time value of money and the risk8 specific to Ihe obligation. The
increase in the provision due to passage of time is r¢cognised as a fmance cost.
(li) Conlingencies
Contingent liabilities are not recognised, except those acquired in a business combination. Contingent liabilities arise as a
result of past events.when it is not probabl¢ that there will be an outflow of resources OT that the amount cannot be reliably
measur¢d at the reporting date. or
when the existence will be confinned by the occurrence or non-occurrence of uncertain future events not wholly within the
Group's control. Contingent liabilities are disclosed in the financial statements unless the likelihood of an outt]ow of
resources is remote.
Contingent assets are not recognised. Contingent assets are dI￿lOSed in the fmancial statsments when an iDAow of
economic benefits is probabl¢.
Flnanefial Instruments
The Group chosen to adopt Sections I l and 12 of FRS 102 in respect of financial instruments.
(i) Financial ass¢ts
Basic financial assets, including trade and other debtors, amounts owed by group undertakings, cash and bank balances and
listed investments are initially recogni5ed at transaction price, unless the arrangement constitutes a financing transaction,
where the trnnsaclion is measured at the presenl value of the future receipts discounted at a market rate of interest.
Such assets are subsequently carried at amortised cost using the effective interest method.
At the end of ¢a¢h reporting period, financial ass¢ts measured at amortised cost are assessed for objective evidence of
impairnient. If an asset is impaired, the impairn)ent loss is the difference between the carrying amount and the present valu¢
of the estimated cash flows discounted at ihe asset's Original effective interest rate. The impairnient loss is T￿ognISed in
profit or Ios8.
Financial assets are derecognised when
{a) th¢ contractual rights to the cash flows from the asset expire or are settled, or
(b) substantially all the risks and rewards of the owmership of the asset are transferred to another party or
(C) despit¢ having retained some significant risks and rewards of own¢rship. Control of the asset has been transferred
to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing
additional restrictions.
(li) Financial liabilities
Basic financial liabilities, including trade and other creditors, bank loans, amounts owed to group undertakings, are initially
recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt inslrnment is
measured at the present value of the future receipts discounted at a market rate of interest.
Debt instnllnents are subsequently ¢WTied at amortised cosl, using th¢ ¢ff¢ctive interest Tate method.
Page 37

THE SCOTT BADER COMMONWEALTH LIMITED
NOTES TO THE FtNANCIAL STATEMENTS
For the year ended 31 December 2023
ACCOUNTING POLICIES (CONTINUED)
(li) Financial liabilities (continued)
Bills of exchange are recognised at face value and recorded at amortis¢d cost until the date of maturity and the payment
against it is realised.
Trade cr¢ditors are obligations to pay for goods or servic¢s that have been acquired in the ordinary cours¢ of business from
suppliers. Accounts payabl¢ are classified as Current liabilities if payment is due within one year OT less. If not, tliey are
presented as n0n-¢u￿ent liabilities. Trade creditors are recognised initially at transaction price and subsequently measur¢d
at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and foThvard forei￿ exchange contracts, are not basic fmancial instruments.
Derivatives are initially Tecognised at fair value on the date a derivative contract is entered into and are subsequently re-
measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or
finance income as appropriate, unless they are included in a hedging arrangement, in which case th¢y flow through Other
Comprehensive Income.
Financial liabilities are derecognised when the liability is extinguished, that is when the contradual obligation is discharged,
Cancelled, or expires.
Research and development ¢ost8
Expenditure on research and development is written off as incu￿ed.
Fund accounting
General funds are unreslricted ￿n￿8 which ar¢ available for use at the dis¢r¢tion of the Trnste¢s in furtherance of the general
objectives of tbe Charity and which have not b¢en designated for oiher purposes.
Designated funds comprise unrestricted funds that have been set aside by the Trustees for particulaT purposes. If applicable,
the aim and use of each designated fund is set out in the notes to ihe financial slaternents.
All funds are general except for the fair value res¢rve which 15 a designated fund.
Expenditure
Expenditure is recognised when a liability is incurred. Contractual arrangements are recognised as goods or services are
supplied. Other payments are recognised when a conslrnctive obligation arises that results in the payment being
unavoidable.
Costs of raising funds ar¢ those costs incurr¢d in commercial trading activities.
Charitable activities include expenditur¢ associated with th¢ Commonwealth.
Governance costs include those incurred in the governance of the Charity and its assets and are primarily associated
with constitutional and statutory requirements.
Charitable donations and grants are account¢d for in ibe year of payment or when approv¢d and the recipient has
been inforn]ed in ￿TItIllg thal th¢ donation is to be made unconditionally, albeit that payment may be in a following
accounting period. Wbere it has b¢¢n agr¢ed to mak¢ such unconditional donation5 or grants to charity in future
years, thi5 is included in the accounts as a liability.
Investment property
Investment properties are initially re¢ognised at cost which includes purchase cost and any directly attributable expendI￿re.
Investment properties are Carried at taiT value with Changes in fair value being recognised in the statement of financial
activities. The cumulative fair value movemenl is presented in a Fair Value Reserve (designated fund).
Page 38

THE SCOTT BADER COMMONWEALTH LIMITED
NOTES TO THE FtNANCIAL STATEMETrtrs
For the year ended 31 December 2023
CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATION UNCERTAINTY
Estimates and judg¢ments are continually evaluated and are based on historical experience and other factors, including
expectations of events that are believed to be reasonable under the ¢ircumstances.
Critical accounting estimates and assumptions
The Group makes estimates and assumptions concerning the future. Th¢ resulting accounting c5timates will. by definition,
seldoTn cqual the related actual rcsults. The eslimates and assumptions that have a significant risk of causing a material
adjustrnenl to thc canying amounts nf asscts and liabilities within the next financial year are addrcssed below.
(i) Impairment of debtors (note 17)
The Group makes an cstimale of the recoverable value of trade and other dcbtors. When assessing impaiTment of tradc and
other debtOTS, management considers factors including the current crcdit rating of the debtor, the ageing profile of debiors
and historical experience.
{ii) Provisions (note 22)
Provisions are recognised when the (iroup has a present legal or constructive obligation as a result of past events. it is
probable that an oufflow of resources will be required to settle the obligation. and the amount of the obligation can be
estimated reliably. These provisions require management's best estimate of the costs that will be incurred based on
legislativ¢ and contractual r¢quirements. In addition, the timing of the cash flows and the discount ratrs used to establish
nei present value of the obligations require management's judgement.
(iii) Defined benefit pension scheme (note 23)
The Group has obligations to pay pension benefits lo certain employees. The cost of these benefits and the present value of
the obligation depend on a number of factors, including. life expectancy, salary increases, asset valuations and the discount
rat¢ on Corporate bonds. Management estimales these factors in detern]ining the net pension obligation in the balance sheet.
The assumptions ￿fleet historical experience and current trends.
(iv) Accruals for customer claims (note 19)
Accruals are made for customer claims to the extent that they are expected to b¢ payable based upon th¢ historical pattern
of customer claims and any known urtinsured product liability.
(v) ContiT)gent consideration (note 12)
The bToup fair values contingent considciation based on latest available inf0m￿tion as detailed in not¢ 12.
AIYALYSIS OF TOTAL INCOME
Group
2023
£'ooo
Charity
2023
£'ooo
2022
£'ooo
2022
£'ooo
External tUTnovcr of Scott Bader Company Limit¢d and its subsidiarics
Investment iDCQTnc
Donation from Scolt Bader Company Limited
273,301 304,520
1253
363
51
316
367
42
305
347
274,554 304,883
External turnover of Scott Bader Company Lirnited and its subsidiari¢s by geographical mark¢t is analysed below.,
2023
2022
£'ooo
£'ooo
41,896 51,706
JOO,468 135,202
130.937 117,612
273,301 304,520
UK and Eire
Continental Europe
Rest of World
Page 39

THE SCOTT BADER COMMONWEALTH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
INVESTMENT INCOME
Group
Charity
2023
£'ooo
2023
£'ooo
2022
£'ooo
2(122
£'i)00
Rentsl income
llltercst receivabl¢ and similar income
34
1,219
1253
34
17
51
36
356
363
42
ANALYSIS OF TOTAL EXPENDITURE
GTOUP
2022
£'ooo
Charity
2023
2022
£'ooo
£'ooo
2023
£'ooo
Raising funds..
stsff costs (including related costs) {not¢ I l )
Other trading costs
Totsl expenditure on cornmercial trading op¢rations
46.171
227,531
273,702
40,885
261,584
302.469
Charitable activities (note 9)
Total expenditt]Te
335
274,037
387
302,856
379
379
NET INCOMEI(EXPENDITURE)
Group
2023
Charity
2023
2022
2022
Net incom¢l(expenditure) is stated afier charging / (crediting) the
following items-
Research and d¢velopment
Depr￿latIOn and amortisation
N¢t inter¢st on DB Pension Scheme
Loss on disposal of tangible assets
Impairn]ent of trade debtors
Impairn]ent of slocks
Operating l¢ase charg¢s
Foreign exch&nge loss
Auditor's remuneration:
Fees payable to the Charity's auditors:
for the audit of the Charity's financial statements
for the audit of the Ch￿lty,5 subsidiaries
Other non-audit fees
£•ooo
£'ooo
£'ooo
£'ooo
3,354
6,621
(383)
4,376
5,959
(306)
33
185
722
2,753
510
{99)
(154)
1,706
1,172
23
373
150
22
274
79
23
22
The audit fees of the Charity itself are paid by Scott Bader CompaDy Limited.
INTEREST PAYABLE AND SIMILAR CHARGES
Group
2023
£'ooo
2022
£'ooo
Interest expense on bank loans and overdtafts
Interest expense on other loans
Total interest payable and similar ¢haTges
1,370
85
1.455
307
21
328
Page 40

THE SCOTT BADER COMMONWEALTH LIM￿ED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 DecembeT 2023
EXPENDITURE ON CHARITABLE ACTIVITIES
The Scott Bader Commonwealth Limited has a policy of making grants to organisations and not individuals. Infonnation
about the charitable donations (grants) made by The Scott Bader Commonwealth Lirnited is given below. As advised earlier
in the report, fi￿dS are made available to all ihe companies in ihe Scott Bader Group Iproportionate to the number of people
employed at each location). Via small Charity committees (if they choose) they Ihen submit applications via the grant
management tool OPTIMY, which was introduced to simplify and streamline the grant making process.
The Trustees are aware that some locations prefer to support the same charities year on year, but consider it is acceptable
to forni long tern) relationships witb the chariiies that they CODsider are looking after the welfare of those less fortunate in
the Communities where they operate.
Commonwealth Community Hr4rdship Fund
2023
£?000
None
In the prior year. th¢ charity made 9 grants to charitable institutions totalling £37k under the Commonwealth Community
Hardship Fund.
UK Fund (Glocal Fund)
Charity Name
2023
£'ooo
14.9
UK Nomination Scheme
Small donations to support small local charities with their fiJnd-
raising aclivities
Acorn Early Years Foundation (Ed)
Action for Childr¢n (P)
Independent Provider of Special Education Advice {IPSEA) (Ed)
Charnwood 20..20 (Love for Life) (Ed)
Sal's Shoes (P)
Spencer Contact (P)
Th¢ Lewis Foundation (P)
The Lowdown (Ed)
The Running Charity (P)
We Mind & Kelly Matters (Ed)
67.4
In the PTior year, the chaTity made 25 grants to charitable institutions totslling £120k under the UK Fund.
Jreland (Gloeal Fund)
Charlty Name
2023
£9000
Barnardo's (Ed)
Extern Ireland (Ed)
4J
In the prior year, the chaTity made one grant to a chalitable institution in Ireland totalling £lk.
Page 41

THE SCOTT BADER COMMONWEALTH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
EXPENDITURE ON CHARITABLE ACTIVITIES (CONTINUED)
FraD¢e (Glocal Fund)
Charity Name
2023
£'ooo
Small donations
La Bonne Casse (P}
Federation Somme Secours Populaire (P)
CRE2ADO (Ed)
L¢8 Terrasses Des Bords De Somme (En)
UDAF (P)
SOUC (Ed)
In tbe prior year, the charity made I I grants lo charitabl¢ institutions in France tolalliDg £46k.
Croatia {Glocal Fund)
Charity Name
2023
£yooo
Mali Zmaj (P)
Centar Za Rehabilitaciju Stanci¢ (Ed)
MS Pilates (Ed)
19.0
In the prior year, the charity made 6 grants to charitable institutions in Croatia tolalling £31k.
South Afrlca (Gloeal Fund)
Charlty Nan)e
2023
£'ooo
Africall Wanderers Football Club Academy {Ed)
Han]marsd&le Cato Ridge Developtnent Association (P)
Hammarsdale Athletics Club (P}
Inqophamlando SeTvice Center foT the Ag¢d (P)
Lulama TTUSt (En)
Okhule Edu-care Centr¢ (Ed)
Sakhisizwe Creche and Pre-school (Ed)
Bongimpilo Creche and Pre-school (Ed)
Thingo Youth Developmcnt Centre (P)
Tholulwazi Creche and Pr¢-School (Ed)
15.0
In the prior year, th¢ charity made 12 grants to charitablc institutions in South Africa tolalling £28k.
Dubai (Glocal Fund)
Charity Name
2023
£'ooo
MAAN Education & Hcalth Devclopmenl Organisation (Ed)
Royal Commonw¢alth Society for th¢ Blind (Ed)
Ruchika Social Service Organisation (P)
SOS Children's Village Philippines (Ed)
The Rainbow Centre Sri Lanka (Ed)
Trnst for lh¢ Rehabilitalion tor the Paralysed (Ed)
Marhaishi Karve Stree Shikshan Samstha (Ed)
22.7
In the prior year, the charity made I I grants to charitable institutions in Dubai totalling £39k.
Page 42

THE SCOTT BADER COMMONWEALTH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
EXPENDITURE ON CHAIUTABLE ACTIVITIES (CONTINUED)
Germany {Glocal Fund)
Charity Name
2023
£?000
Art7E Ohne Grenzen (P)
In the prior year, the charity made one granl to a charitable institution in Gernuny totalling £3k.
China (Gloeal Fund)
Charity Name
2023
£'ooo
Shanghai Charity Foundation (Ed)
In the prior year, the charity made on¢ grant to a charitable institution in China totallillg £7k.
USA {Gloeal Fund)
Charlty Name
2023
£'oo
Nomination Scheme
Small donations
In the prior yeaT, the charity mad¢ two grants to charitablc institutions in USA totalling £1 Ik.
Spaln (Glocal Fund)
Charity Name
2023
£'ooo
Fundacio Privada Catalana Corntal (Ed)
In the prior year. the charity made one grant to a charitsble institution in Spain totalling £4k.
Czech Republi¢ (Glocal Fund)
Charity Name
2023
£'ooo
Cz¢ch Blind United (Ed)
Hclppes Centnlm (Ed)
Nadace Jedlickova Ustavu (P)
In the prior year, th¢ charity made three grants to charitable institutions in Czech Republic totalling £5k.
Pag¢ 43

THE SCOTT BADER COMMONWEALTH LIMITED
NOTES TO THE FtNANCIAL STATEMENTS
For the yeaT ended 31 December 2023
EXPENDITURE ON CHARITABLE ACTIVITIES (CONTINUED}
Canada (Gloeal Fund)
Charity Name
2023
£?000
Centre d'ecoute et d¢ Prevention Suicide Drnmmond (Ed)
Comptoir Alimentare Drummond (P)
Fondation Rene Verrier (P)
La Tablee Populaire IP)
In th¢ prior year, the charity made six grants to charitable institutions in Canada totalling £14k.
Australia (Glocal Fund)
Charity Name
2023
£'ooo
Zero2Hero (Ed)
In the prior year, the charity made two grants to charitable institutions in Australia totalling £5k.
Japan (Glocal Fund)
Charity Name
2023
£'ooo
Non¢
In the prior year, the charity made on¢ granls to a charitable institution in Japan totalling £3k.
Sweden {Glocal Fund)
Charity Name
21123
£'ooo
BarncancerFonden (Ed)
Nene Valley Care Trust {Ed)
In the Prior year, the charity made two grants to charitable institutions in Sweden totslling £5k.
Illdia (Glo¢al Fund)
Charhty Name
2023
£91)00
Frank Water (En)
In the prior year, the charity made no granls to charitsble insti￿tionS ID India.
Page 44

THE SCOTT BADER COMMONWEALTH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
EXPENDITURE ON CHARITABLE ACTIVITIES (CONTINUED)
Italy (Glocal Fund)
Charity Name
2023
£'ooo
Children ID Crisis Italy (Ed)
In the prior year, the charity made no grants to charitable institutions in Italy.
Pr￿Ident'S Fund
Charity Name
2023
£'ooo
None
In the prior year, the charity made 10 grants to Charitable institutions totalling £8k under the President's Fund.
Research Grants
Charity Name
2023
£'ooo
EOA Knowledge Programme
11.8
In the PTior year, the charity made 2 research grants to charitable institutions iotalling £15k.
Centenary Fund
Charity NAme
2023
£'ooo
Carers Worldwide (P)
Hands Off foundation (P}
The Karen Hilltribes Trust (P)
The Mud House Children's Foundation (P)
25.0
25.0
25.0
25.0
ioo.o
In the prior year, the Charity made no grants lo Charitable institutions under the Centenary Fund.
Godric Bader Fund
Charity Name
2023
£'ooo
Quaker United Nations Office (QUNO)
Other small grants
In the prior year, the charity made no grants to charitable institutions under the Godric Bader Fund.
Pag¢ 45

THE SCOTT BADER COMMONWEALTH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
EXPENDITURE ON CHARITABLE ACTIVITIES (CONTINUED)
Other grants
Charity Name
2023
£'ooo
DEC Turkey-syria Earthquak¢ Appc81
Northamptonshire Communiiy Foundalion
In the prior year, the charity made no other grants to charitable institutions.
2023
£'ooo
2022
£'ooo
Total direct charitable expenditure (grants payable)
321
382
Support Costs:
GoveTnance costs
14
Total charltable expenditure (Group)
335
387
Add: Group cost recharges
57
Total Charitable expenditure (Charily only)
379
Page 46

THE SCOTT BADER COMMONWLiLTH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
10. TAXATION
The Commonwealth is registered as a Charity and as such is exempt from Corporation Tax. However tax is payable by
Scott Bader Company Lirnited and its. subsidiaries. The below notes relate specifically to the SBCL Group tax position.
a) Tax expense included in profit or lo$$
2023
£'ooo
2022
£'ooo
Current tax:
- UK Corporation tax on profits for the year
Foreign co4)oration tax on profits for the year
- Adjustment in respect of prior periods
Group and total current tax
Deferred tax:
Change in tax rate
Origination and reversal of timing differences
Adjustment in respect of prior periods
Group and total deferred tax
206
1,749
346
2JOI
(i)
483
(1,413)
(931)
{136)
(1,334)
44
(1,426)
(81}
(229)
1,478
1,168
Group current tax
Group deferred tax
Group tax on profit on ordinary activities
2,301
(1,426)
875
(931)
1,168
237
b) Tax expense included in other comprehensive income
2023
2022
£'ooo
D¢fe￿ed tax:
Change in tax rate
Origination and reversal of timing differences
Total tax credit included in oth¢r Comprehensive income
61
955
603
1.910
2,513
1,015
Page 47

THE SCOTT BADER COMMONWEALTH LIMrrED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
10. TAXATION {CONTINUED)
(c) Recon¢iliatioD of tax charge
The tax assessed for the year is higher (2022.. low¢r) than the standard rate of ¢Ory￿ratIon tax
in the UK at a blended rate of 23.50/0 (19% from l January 2023 to 31 March 2023 and 25 /
from l Apil 2023) {2022.. 190/0). The differences ar¢ ¢xplain¢d below:
2023
£'ooo
2022
£'ooo
Total nel incorne before tsx for the financial year
738
2,224
Profit on ordinary activities al standard rale of corporation taxation in the UK: 23.50/tr (2022..
19/)
Effects of:
Foreign subsidiary profits within zero tax rate regime
Other adjustments in respect of foreign tax rates
Expensesl(income) not d¢ductibl¢ for tax purposes
Unrecognised defe￿ed tax
Witholding tax suffered
Re-measuremenl of def¢￿ed lax (change in tax rats)
Adjustment in respect of prior periods
Group tax on profit on ordinary a¢tivitie5
173
423
(704)
(179)
317
976
38
(136)
390
875
(215)
49
(275)
271
(81)
65
237
Th¢ Effectiv¢ Tax Rat¢ (ETR) of the Group (excluding adjustmenls in respect of prior periods) increased by 57.50/0 to
64.9 /0 (2022: 7.40/0).
Due to the d¢creas¢ in the SBCL PBT for the year to £749k (2022.. £2,322k), profit mix and local tax rates have a much
larg¢r impact on ETR. The impact of profits for Scott Bader Middle East being within a z¢ro tax regime was a d¢crease in
ETR by 94.ofj/o (2022: 9.311/0). Th¢ impact of other local tax rat¢s outside of the UK on ETR was a decrease in ETR of
23.90/0 {2022: an increas¢ of 2.10/0).
Other faclors driving the ETR for the year were UK capital allowances super deductions (reducing ETR by 7.10/0), ¢xpenses
not deductible for tax purposes (increasing ETR by 50.80/0). non-recognition of deferred tax assets and the reduction of
defe￿ed tax assets recognised only on consolidation (increasing ETR by 130.3th/o) and the impact of changes in tax rates on
deferred tax balances (reducing ETR by 18.2 /•).
Change in Corporatlon Tax rate
The UK Corporatioii Tax rate incr¢ased from 190/0 to 250/0 on l April 2023. This tax Tate was enacted on 10 June 2021 and
has been reflected in the opening UK deferred tax balances as at l January 2023. A blended rat¢ of 23.50/. has been applied
to rnovements in the year.
Page 48

THE sco￿ BADER COMMONWEALTH LIMITED
NOTES TO THE FtNANCIAL STATEMENTS
For the year ended 31 December 2023
11. ANALYSIS OF STAFF COSTS
The charity employs 3 employees (2022: 2}. £4 Ik of staff costs were recharged to SBCW from SBCL in the yeaT (2022:
£46k). The following are disclosures for the Group.
2023
£'ooo
34,027
3,323
1,729
4,537
2,374
181
46,171
2022
£'ooo
31,561
401
1.706
4,782
1,915
520
40,885
Wages and salaries
Staff bonuses
Other staff benefits
Social security costs
Pension costs- current service cost
Redundancy costs
Expenses reimbursed to the Trustees in ihe year were £3.8k (2022: £4. Ik), relating to travel and subsistence for 5 Trustees
(2022.. 5).
In accordance wilh nornial commercial practice, the Group has purchased insurance to prolect Truste¢s and otTicers from
claims arising from negligent acts, e￿OrS or omissions occurring whilst on Charity business. It is not possible to quantify
the cost of this insurance as it is part of a combined policy. The Trustees of the Charity do not receive remuneration in their
role as Trustees of the Charity. Employee elected Trustees (Benjamin Penney, David B1￿k and Juliette Delprat} receive
remuneration for their op¢rational roles in the SBCL Group that they are employed, with th¢ amount received noted below
for their period as T￿Stee.
2023
£'ooo
186
io
2022
£'ooo
134
Basi¢ Salary
Pension contributions and other benefits
Bonuses
26
205
160
The remun¢ration of key management personn¢l of the Group was £2,157k (2022: £1,963k). This includes Truste¢s'
remuneration noted above. Key managemenl personnel are defined by iheir involvement within the day-to4ay decision
making of the Group strategy and comprise of the Group Leadership Team (GLT) and Regional Business Leaders. There
are no Trustees to whom retirement benefits are accruing.
Pag¢ 49

THE SCOTT BADER COMMONWEALTH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
11. ANALYSIS OF STAFF COSTS (CONTINUED)
The number of employees whose total employee benefits {ex¢luding employer pension costs) exceeded £60,000 during
the year for the charitable group was..
2023
Number
44
29
13
20
2022
Number
33
22
17
14
£60.001 _ £70.000
£70,001 _ £80,000
£80,001- £90.000
£90,001- £100,000
£ioo.ooi - £1 10,000
£110,001- £120,000
£120,001- £130,000
£130,001- £140.0
£140,001 - £150,0(x)
£150,001- £160.0(M)
£160,001- £170,0(M)
£170,001- £180,000
£180,001- £190.000
£190.001- £200,000
£200,001- £210,000
£250.001- £260,000
£270,001- £280,000
£330,001- £340,000
£370,001- £380,000
io
149
iio
The average number of persons employed during the period by geographical area was
as follows:
2023
Nllmber
334
221
279
834
2022
Number
328
UK and Eire
Continental Europe
Rest of World
219
220
767
The average number of persons employed by the Group by activity was &s follows..
2023
Number
141
52
524
117
834
2022
Number
109
53
453
152
767
Administration
R¢search & Dcv¢lopmcnt
Manufacturing & Distribution
Sales & Marketing
Page 50

THE SCOTT BADER COMMONWEALTH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
12. INTANGIBLE FIXED ASSETS
Group
Goodwill
Customer
Ilst$
£'ooo
1,308
Technology Group Total
£'ooo
£*ooo
£'ooo
Cost at l January 2023
Additions
Difference on exchange
Cost at 31 December 2023
1,752
2,928
(127)
4.553
7.382
925
(514)
7,793
10,442
3,853
{770}
13,525
(129)
1.179
Accumulated Amortisation at l January 2023
Charge for the year
Difference on exchange
At 31 Deeember 2023
1,415
88
86)
1,417
97
243
14
1,162
623
{170)
1,615
2,674
954
(242)
3J86
354
1¥4et book value at 31 Deeember 2023
Net book value at 31 Decemb¢r 2022
3,136
337
825
1,211
6,178
6,220
10,139
7,768
Assets in the course of conslrnction and on which amortisation has y¢1 to commence are included in the cost of Technology
to the value of £2,753k (2022: £1,906k).
Amortisation has been included within expenditure on conllnercial trading operations.
Goodwill additions represent the fair value movement of the contingent consideration associated with Ibe 2022 acquisition
of Scott Bader India. The fair value of the contingent consideration is based upon the likelihood of a rolling 12-month
targ¢t being hit within a 3 y¢ar window from the date of acquisition. The Group assesses, based upon the historical year to
date performance and forecasts, th¢ likelihood of the tsrget being m¢t is and has adjusted the fair value accordingly. For
the year ¢nded 31 December 2023, an incremental £2,928k has b¢¢n re¢ognised with a corresponding liability recognised
in creditois greater than one year which would fall payable in 2025 subject to perforniance conditions b¢ing met.
Page51

THE SCOTT BADER COMMONWEALTH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the y¢ar ended 31 December 2023
13. TANGIBLE FIXED ASSETS
Land and Buildings
Short
leasehold
£'ooo
Group
Plant and
equipment
£'ooo
Motor
vehicles
£'ooo
Freehold
£'ooo
Total
£'ooo
Cost or valuatlon:
At l January 2023
Additions
Disposals
ReclassifAcation
Difference on exchange
At 31 December 2023
41,658
1,492
(52)
237
(907)
42,428
5,635
59
(248)
101,286
9,909
(510)
(242)
1,029
109.414
494
612
(41)
149,073
12,072
(851}
(284)
5,167
537
528
157,537
Accumulated Depreclation:
At l January 2023
Charge for the year
Disposals
Difference on exchange
At 31 December 2023
19,936
1,115
3,328
ioi
(234)
67,406
4,388
{210)
260
63
(85)
70
308
90,930
5,667
1529)
530)
20,521 ￿95
70,509
94,633
Net book value
At 31 December 2023
At 31 December 2022
21907 ￿72
2,307
220
234
Assets in the course of construction and on which depr¢ciation has yet to commence are included in the cosl of Plant &
Equipmenl to the value of £17,1 I Ik (2022= £12,OIOk). Fre¢hold land of £5,092k (2022: £5,347k) is noi deprcciated.
14. SUBSIDIARY UNDERTAKINGS
The Conllnonwealth is thc registered holder of the whole of the share capital of Scott Bader Company Limited's 100,000
shares of 50p each. Of the8¢, the Commonwealth holds l 0.000 shares on behalf of the Guardian Trustees who have additional
responsibilities to their role as Charity Trustees as set oul in the Report of the Trustees.
These 10,000 shares are referr¢d lo in the Articl¢s of The Scott Bader Commonwealth Limited as Guardian Tn￿tee Shares.
Special voting rights in relation to these shares are exercised under Articles 27 and 68 of the Articles of Association of The
Scott Bader Cornmonwealth Limited. These relate to any resolution to alter the Articles of Association of either The Scott
Bader Commonwealth Limited or Scott Bader Company Limited or to dispos¢ of or dir¢ct the disposal of any shares in Scott
Bader Cotnpany Lin]ifrd.
The shares wer¢ given to the Commonwealth in 1951 and 1963 by Ern¢st Bader and his family in order to place Scott Bader
Company Limited in cornrnon ownership where it would be directed and managed nol only for the benefit of those working
in the Company but also for the wider community and for futtwe generations.
Under Article 14 of the Scott Bader Commonwealth Limited articles, th¢ SBCW Board shall have no power to dispose of any
Shares in SBCL or any other Subsidiary OT to exercise or direct ih¢ exercise of the votes or carry out any other responsibilities
attached to any such Shares. The SBCW Members and the Guardian Trustees shall exercise such powers and any such other
responsibilities in accordanc¢ with these Articlcs.
In September 2023, the Group signed an agreement to purchase the remaining shares of our joint venture in Brazil, Nova
Scott, from AT)derpol, This will give the gn)up full contnil over a manufacturing and distribution base in South America to
continue its geographic expansion and to be abl¢ to serve our global customers and penetrat¢ our chos¢n markets in Brazil
and across the South American contineDt. This transaction is expected to Complete in Q2 2024.
Page 52

THE scorr BADER COMMONWEALTH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For tb¢ year ended 31 Dec¢rnber 2023
14. sUBsID￿Ry UNDERTAKtNCS {CONTINUED)
Subsidiary undertakings
The Ciroup holds IOOO/D of the issued shares of all subsidiaries in the below table and, except where noted, the8e are held by
SBCL. None of the subsidiaries are listed on a recognised stock exchange and all have been included in the Lonsolidation.
Company
Country of
incoryoration and
princlp81 country
of oper*tlon
Great Britain
Company
Reg15tr4tion
Number
N*thre of
Business
Reglstered Offitt
Scott Bader
Company Lirnited
Scott Bader UK
Limited
00189141
Corporatc Head
office
Woll8Ston Hall, Wollaston,
WelliDgboiough, Northants. NN29 7RL
Wollaston Hall. Wollaston,
Wcllingborough, Nortlk)nts. NN29 7RL
65 Rue Sully. 81)000 Amiens
Great Britain
4562724
Manufacturer of
resins
Scott Bader SAS
Franc¢
631720 497
Manufacturer of
S¢ott Bader Middle
East Ltd
(Incorporated in
Jersey)
United Arab
Emirates
Statcs of Jersey..
Registration No.:
55367
JAFZA..
Registration No.:
173909
80008643
Manufacture of
resins
One The Esplanade, St Heli¢r. J¢TS¢y*
3QA, Channel Islands
Scott Bad¢r d.o.o.
Croatia
Manufa¢ture of
T¢sins
Manuf#¢tur¢ of
resins
Radnicka cesta 173 i, IOCKIO Zagreb
Scott Bader (Pty)
Ltdl
South Africa
1993 000 466 07
l Lubex Road, PO Box 1539, Hillcr¢st
3650, Hammar8dale. Kwazulu Natal, South
Africa
Scott Bader ATC
Inc.
Canada
1168859909
Manufa¢tur¢r of
adhesiv¢s
2400, Canadien Street #303.
Drummondville (Qc), J2C 7W3, CaDada
BOX 202, 31123 Fa]kenberg
Scott Bad¢r
Scandinavia ABI
Sweden
556399-5322
DiStn￿￿tOr of
resins
Scott Bader Eastern
Euro
Scott Bader tberica
SL1
Cze¢h Republic
250 45 580
Distributor of
resins
Distsibutor of
resins
Evropska 2588133a, Dejvice. 160 00 Praba
Spain
ESB 62948450.
Tomv
349491Folio 0202
Avda. Corts Calalanes. 8, 08173 Sant Cugat
del Va11¢5-Bar¢¢lona
Scott Badci InL
USA
2310546
Distributor of
rcsin5
RegistCTcd Ag¢nt Solutions. Jnc., 9E.
LoDckernian StreeL Suitc 311. Dov￿, DE
19901
Scott Bader
(Shanghai) TTading
Com
Ltd
91310(K)0664387
9063
China
Distributor of
resins
Room2402, Hitch Plaza 488 Wuning Road
(South) Shanghai China
3020001128001
S¢ott Bader Japan
Japan
Distributor of
resins
Nisso Bldg#l 8, Export Office#708. 3-7-18,
Shin-yokohama, Kohoku-ku. Yokoharna.
Kaagawa, Japan
Synthetic Resins
Limiled
00282663
Intenncdiate
holding
com
Great Britain
Wollaston Hall. Wollaston,
Wellingborough, Northa))is, NN29 7RL
03793984
Intennediate
holding
com
an
InternJ¢diat¢
holding
Boldhelp Lirnited
Great Btitsin
Wollaston Hall, Wollaston.
WellingboTough, Northants. NN29 7RL
S¢ott Bader Brdzil
Limited
08549866
Wollaston Hall. Wollaston.
Wellingborough, Northants, NN29 7RL
Great Britain
Page 53

THE SCOTT BADER COMMONWEALTH LIMITED
NOIES TO THE FINANCIAL STATEMENTS
For the y¢ar ended 31 December 2023
14. SUBSIDIARY UNDERTAKINGS (CONTINUED)
Company
Registration
Number
Country of
ineorporatio
And prinelpll
country of
ratloD
Nature of
Busines$
Compally
Regl$tered Offlce
2310544
Iniem)¢diate
holding
company
Corporate
Trustee
Registered Agent Solutions, Inc., 9E.
Loockennan Street, Suite 31 I, Dover, DE
19901
Scott Bader North
America In
USA
Scott Bader Community
Fund Tn￿lee Limit¢d
01282834
Wollaston Hall. Wollaston.
Wcllingborough, Northants, NN29 7RL
7d Dunboyiic Industrial Est. Dunboync.
C.'o. Meatli, Ireland
P.0. Box 1124
Bibra Lake, Western Australia 6965
Australia
307. Flo(Jr-3 Plot-267
A to Z Industrial Estate
Ganpatrao Kadam Marg
Lower Par¢1
Mumbai, Mumbai City, Maharashlra,
400013, India
307. Floor-3 Plol-267
A to Z Industrial Estat¢
Ganpatrao Kadam Marg
Lower Parel
Mumbai, Mumbai Cily. Maharashtra,
400013. India
600 North Bridge Road 323-01
ParkN'icw Squar¢
188788
Gr¢at Britain
694646
Di8tributoT of
resins
Scott Bader trcland Ltd
Ir¢land
640312170
Scott Bader Australia Pty
Ltdl
Distributor of
resins
Australia
U24290MH2022
PTC383674
Scott Bader Private
Limit¢d
Distributor of
resins
India
U24100MH2022
PTC388973
Scott Bad¢r
Manufacturing Private
Limited
Manufacturer
of resins
India
202209091H
IntcrtTJedi&te
holding
i>mpany
Sloii Badcr AsiaPac
Iloldco Ptc.Ltd.
Singapore
rc
held by Synthetic Resin5 Limited. Z held by Boldh¢lp Limite￿ - held by Scott Bader North America Inc, I held by Scott Bader
Commonwealth Limited
The group holds 800/0 of the issu¢d shares of the subsidiary in the below tabl¢. held by SBCL. This subsidiary is not listed
on a r¢wgnised stock exchange.
Coutstry of
incorporatlon
and princlpxl
¢ountry of
ration
Great Britain
Company
Regis¢ration
'umb¢r
Ngture of
Business
Company
RegisteTed orrice
Polymer Mim¢tics
Limited
12598928
Res¢ar¢b
Wollaston Hall, Wollaston.
Wellingborough, Northants, NN29 7RL
The Group's domant companies have not been listed in th¢ above tsble.
Page 54

THE SCOTT BADER COMMONWEALTH LIMJTED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 D¢ccmber 2023
14. SUBSIDIARY VNDERTAKINGS (CONTINUED)
Joint Ventures
Company
Country of In¢oryoratlon
Jnd printip*l eountry of
operation
Re¥ist¢rnd Offl¢e
NOVa￿Ott Especialidades
Quimicas Ttda (JV)
Brazil
Rodovia Gobernador Mario Covas. no 600. sala 48. Lote
Tabajar& Serra do Anil, CEP 29.147-030, City of CaTi&ciswES.
Brazil
Satyen Scott Bader LLP {JV)
previously Satyen Scott Bader
Privat¢ Limited
India
307, A-Z tndustrial Premise8 G K Mar8, Lower Parel Mumbai
Mumbai City MH 40￿1 3 IN
J shares held by Scott Bader Brazil Limited
All joint ventures manufacture and distribule compounded polyester resins and are 500/0 owned by the group. except where
noted above these shares arc h¢ld directly by SBCL.
Subsidiar
' results
A summary olthe results of the SBCL Group is shown below:
2023
£'ooo
2022
£'ooo
Turnover
Oth¢r operating income
Direct and indirect ov¢rheads
273J44
461
(272,563)
303.976
597
(302,476)
Group opeiatAng profit
Share of operating profit in joint ventures
Total operating profit: group and share of joint ventures
tnterest receivable and similar income
Interest payable and similar charges
Profit before taxation on ordinary activities
Taxation on profit on ordinary activities
1.242
221
1,463
741
1,455
749
(875)
2,097
197
2,294
356
(328)
2,322
(237)
(Loss)Iprofit for tbe fmancial year
(126)
2.085
A summary of the financial position of the SBCL Group is shown below:
2023
£'ooo
2022
£'ooo
Fixed assets
Current assets
Current liabilities
Long t¢nn liabilities
Provisions for liabilities
Pension asset
Net assets
73,435
98,131
{58,931)
(3,531)
(6,472)
4,290
106 922
66,325
113.382
(66,165)
(1,372)
(7,521)
7.508
112,157
Capital and r¢serYes
106,922
112,157
Page 55

THE SCOTT BADER COMMONWEALTH LIMrrED
NOTES TO THE FINANCIAL STATEMEwrs
For the year ended 31 December 2023
15. INVESTMENTS
Group
Joint
Ventures
Group and
Charlty
Investment
Property
2023
£?000
2023
£'ooo
2022
£'ooo
2022
£'ooo
Balance at l January
Share of profits retained
Dividend received
Difference on foreign exrhange
Balance at 31 December
414
591
221
197
(222) (368}
(6)
414
495
495
392
495
495
Investment property historical cost:
The investment property is owned by the charity:
2023
£'ooo
2022
£'ooo
Cost at l January and at 31 Dec¢mber
The investment prop¢ty was valued by an indep¢ndent valuer with a recognised and relevant Professional qualification and
with recent experience in the lo¢ation and category of the investment property b¢ing valued, Hanvoods Charter¢d Surv¢yors
& Estate Agents, in November 2021, on the basis of open market value. The valuation was arrived ai by reference to the
estimated amount for which the assel would be expected to exchang¢ between two independent parties on an arn]s-l¢ngth
basis using available market evideT]ce and local market knowledge. The Trustees believe that this valuation represents ihe
open market value at 31 December 2023. An independent valuation is planned to be perfonned in the year ended 31 December
2024.
16. GROUP STOCKS
2023
£'ooo
2022
£'ooo
Raw materials and consumables
Finished goods and goods for resale
15,651
18,267
20,024 20,012
35,675 38,279
There is no material difference between the balance sheet value of stock and its replacen]ent Cost.
17. DEBTORS
Group
2023
£'ooo
Charity
2023
£'ooo
2022
£'ooo
2022
£'IK)O
Trade debtors
Amounts owed by gTOUP undertakings
Corporation tax recoverable
D¢fe￿ed tax asset
Other tsxation recoverable
Other debtors
Prepayments and accrued income
32,014
42,572
316
1,089
217
2,207
817
1,827
7.567
44,649
3,096
712
535
1,342
3,141
51,398
316
Trade debiors are stated after PTovisions for irnpairn]ent of £305k (2022: £483k), Recorded within other debtors is derivative
financial instrum¢nt with thc value of £IOlk (2022.. £32k). Movement in the year wa5 loss of £13k (2022.. gain of £90k). Note
24 provides additional detail.
Page 56

THE sco￿ BADER COMMONWEALTH LtMITED
NOTES TO THE FINANCIAL STATEMENrs
For the year ended 31 December 2023
18. DEBTORS GREATER TIIAN ONE YEAR
Croup
2023
£'ooo
Charity
2023
£'ooo
2022
£'ooo
2022
£'ooo
Dcferred tax asset
2,058
2,058
2,499
2,499
19. CREDITORS: AMOiJNTS FALLING DUE WITHIN ONE YEAR
Group
2023
£'ooo
Charfity
2023
£'ooo
2022
£'ooo
2022
£'ooo
Bank loans and overdiafts
Trade creditors
Amounts ow¢d to group undertakings
Bills of exchange payable
Corporation tax
Other taxation and Social security
Other creditors
Accruals and deferred income
16,028
34,234
19,633
37.081
49
52
51
269
2,770
1,674
3,651
65,129
162
2,140
1,674
49
52
20. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
Group
2023
2022
£'ooo
iAbans
Within one to two years
Within two to five years
326
277
471
901
603
1,372
Contingent consideratlon
Within two to five years
2,928
1,372
Page 57

THE SCOTT BADER COMMONWEALTH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For th¢ year ended 31 December 2023
21.
LOANS AND OTHER BORROWINGS
Loans repayable, included within creditors, ar¢ analysed as follows:
Group
2023
£'ooo
2022
£'ooo
Due Ivithin one year or on demand
Bank loans and overdrafts
Due After more than one year
Bank loans and overdrafts
16,028
19,633
603
1,372
Total borrowings
16,631
21,005
Mathrity of fjnaneial liabillties:
ID one year or less, or on demand
In niore than on¢ year, but not mor¢ than two y¢ars
In more than two years, but not more than five yeaTS
16,028
326
277
19,633
471
901
16,631
21,005
£7,855k (2022: £9,449k) of GTOUP borrowings are secured by fixed and floaling charges ov¢r the Group's assets.
Th¢ Group's liabilities relating to Bank loans and overdrafts consisting of drawn amounts under a revolving credit facility
£7,855k (2022.. £8,264k), overdraft balances arising under cash pooling £2,565k (2022- £6,172k) and utilisation of a UK-
based invoice factoring facility £5,282k (2022: £5,196k). These facilities operate in various currencies and are subject to
interest rates based on the Tel¢vant base rate, with margins ranging from 1.25 % to 3,000/0 and loans of £326k (2022.. £471k)
(note 20).
Other Group bank loan$
Other bank loans include loans from three French banks which are denominated in Euros and are all repayable by quarterly
instalments with the final payments being due in July 2026. The initial total value of loans taken out in 2014 was E4.OOOk and
as at 31 December 2023 the outstanding amount wa5 E988k (£857k). They are all 5e¢ured by a charge over the Group's
trading subsidiary in France. These loans have variable rates and during 2023 they ranged from 0.771J/o to 5.250/0 (2022: 1.160/0
to 2.94% )- They are included within the above bank loans across maturity buckels.
The Charity previously provided a loan of £552k to the Group. The loan was unsecured, carried a variable interest rate of
1.25•/0 above SONIA per annum and was payable in 5 instalments with the final payment made in August 2023. The ternls
of the loan were documented in accordance with the advice of the Commonwealth's solicitors.
Pag¢ 58

THE SCOTT BADER COMMONWEALTH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
22. GROUP PROVISIONS FOR LIABILITIES
Group
Leaving Retirement
Environmental Provisions
Benefits
£'ooo
£'ooo
£'ooo
1,443
2,353
1,735
(4)
257
332
331
113
2,828
Deferred
£'(x)o
£'ooo
7,521
256
858
2,163
At l January 2023
Foreign exchange imp&¢t
Amounts charged to the profit and loss account
An]ounls used during the year
At 31 December 2023
(58)
60
1,620
253
(1,990)
253
1,771
The provision for deferred tsxation is disclosed as a Debtor falling due in 2 to 5 years (Nofr 18) £2,058k (2022: £2.499k) and
Debtor falling due in undeT l year (Note 17) £2,207k (2022- £712k} and a provision for liabilities and charges of£253k (2022-
£1,990k).
The net deferred tax as disclosed in notes 17. 18 and 22 Consists of the following aSSet￿{lIabIlIt1eS).
2023
£'ooo
2022
£'ooo
Excess of capital allowances over depreciation
Short tern) timing differences
Post-employment benefits
Losses
(3,091)
1,164
(1,072)
7,011
4,012
(1.606)
698
(1,877)
4,006
1,221
Environmental:
The environmental provision w&8 originally established in Scott Bader Company Limit¢d as a future paym¢nt for th¢ r¢quir¢d
restitution of land when the relevant subsidiary companies vacate the premises Cu￿entlY occupied. The Provision is expected
to be ulilised over l O years although there is no intention to leave any of the affected sites. The provision was estimated using
the reports as provided by an independent third-party specialist.
Leaving provisions:
The leaving provision is estsblished in Scott Bader Mid(lle East as a payment based on local requirements when employees
leave the business. The provision is expected lo be utilised as current employees leave the business between 2024 and 2049.
Retlrement benefits:
a) £1,038k (2022: £1,145k) relates to 'quasi pension, commitments given to fornier employees. The provision is expected to
be utilised over the expected lives of the fornier employees and their spouses betweell 2024 and 2041.
b) £582k (2022: £590k) relates to French statutory retirement benefits payable to France based employees of the Group. The
provision is expected to be ulilised between 2024 and 2038,
Pag¢ 59

THE SCOTT BADER COMMONWEALTH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For th¢ year ended 3 l De¢¢mber 2023
23. GROUP POST EMPLOYMENT BEIYEFITS
(a) Defined benefit scheme
For UK employees Scott Bader UK operates a defined benefit scheme with assets held in a separately administered ￿nd. The
scheme Provides retirement benefits on the basis of members, fmal salary. The plan is administered by an independent
Trustee, who is responsible for ensuring that the plan is sufficienily funded to meet ¢ll￿ellt and future obligations. The plan
was closed to new entrants in 2006.
The date of the most re¢¢nt actuarial valuation as ai 31 December 2022 revealed a funding shortfall of £2,823k {31 December
2019.. shortfall of £4,1 O Ik). If the Scheme is in deficit on a Tecl]nical Provisions basis calculated by tbe Scheme Actuary in
accordance with the Scheme's Statement of Funding Principles, further contribulions are expected into the Scheme through
2024 to a level of £460k p.a. (£38,333.33 per month).
Contributions:
Potential £460k pa in respect of l January 2023 to 31 December 2028
The proceeds of the Escrow accounl whi¢h amount¢d to £464k as at 30 Decemb¢r 2023, have been paid into th¢
Scheme by 31 March 2024
The 31 Decemb¢r 2019 actuarial valuation figures have been updated to the balance sheet in OTder to assess the additional
disclosure5 required under section 28 of FRS102 as at 31 December 2023. This update was done by an independent qualified
actuary, using the following major assumptions:
2023
n/a
2022
Rates of increase in salaries
Rate of increase in 50/D LPI pensions in payment
Rate of increase in 50/0 LPI p¢n5ions with 3.50/0 underpin in paym¢nt
Rate of increase in pensions in defern]ent
Discount rate
Inflation assumption
3.200/0
3.900/0
2.20 /0
4.500/0
3.201/b o
2.200/0
Assumed life expectancies on retirement at age 60..
2023
Years
26.0
28.8
26.6
29.6
2022
Years
26.4
29.1
27.0
29.8
Retiring today
Males
Females
Mal¢s
Females
Retiring in 10 year5
Page 60

THE SCOTT BADER COMMONWEALTH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For tbe year ended 31 December 2023
23. GROUP POST EMPLOYMENT BENEFITS (CONTINUED)
Reconciliation of scheme assets and liabilities=
Assets
£'ooo
Liabilities
£'ooo
Total
£'ooo
At l January 2023
Remeasurement gains l (losses)
Experience (losses) on liabilities
- Changes to demographic assumptions
- Actuarial loss
- Retum on plan assets excluding interest income
Net remeasurement gains
96,398
88,890
7,508
(1,992)
2,259
(4,539)
(1,992)
2,259
(4,539)
211
211
4,272
4,061
Benefits paid
Employer contributions
Interest incomel(expense)
At 31 December 2023
(6,135)
460
4,585
95,519
6,135
460
383
4,290
4.202)
(91,229)
The actual return on plan assets was £4.796k.
2023
£'ooo
2022
£'ooo
The fair values of the plan &qsets were..
Equities
Gilts and LDI funds
Coq)orat¢ Bonds
Cash & net current assets
5,936
67,180
18,007
4,396
95,519
5.136
61,489
24,377
5,396
96,398
(b) Defined contribution schemes
Following the closur¢ of tbe defined benefit scheme in the UK to new entrants, all employees, in countries where the stste
pension provision is not considered sutYi¢ient, hav¢ the opportunity to benefit from a defined contribution scheme provide
by their local employer. Outstanding contributions includ¢d in ￿editOrS as at 31 D¢c¢mb¢T 2023 W¢Te £203k (2022; £197k).
Group
The amount recognised a5 an expense for these defined contribution schemes was.
2023
£000
2022
£000
CurrerAt period contributions
1,707
1,913
Page 61

THE SCOTT BADER COMMONWEALTH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For th¢ year ended 31 December 2023
24. FINANCIAL INSTRUMEwrs
Group
2023
£000
Notes
2022
£000
Finaneial assets measured at fair value through profit or loss:
DeTivative f￿anCIal instrlllnents
17&19
ioi
32
Group:
Derivat5ve fiDancial Instruments - Interest rate swaps
The Group has entered into two interest rate swaps to r￿e1ve interest at EURIBOR and pay interest at a fixed 1.4611.49010.
The two swaps are based on a principal amount of 3,500k EUR, equal to loalls held with two French banks, and they mature
in 202612027 on the sarn¢ date as the bank loans to which they relate.
The instrnment$ are used to hedge ih¢ Group's exposure to interest rate movements on the two bank loans. The fair value of
the interest rate swaps is £19k (2022.. £32k).
Cash flows on both th¢ loan and the interest rate swaps are paid quarterly until 202612027. During the financial year, a hedging
loss of £13k (2022.. gain of £90k) was recognised in other Comprehensive income for changes in the fair value of the interest
rate swap.
Fonvard Forelgn Exehange contract
In October 2023, SBCL entered into foreign exchange contract non4leliverabl¢ forward INDF) was taken out in with a
settl¢ment date of F¢bNary 2024 to purchas¢ foreign CULTen¢y. The transaction did not meet the criteria for hedge accountlTI8.
The fair value is £82k and £82k was recognised as a fair value gain through the statement of fu￿ncial activities.
25. ANALYSIS OF MOVEMENT IN FUNDS
GROUP
Fafir Value
Reserve Unrestrieted
Non-
(Designated
income Controlling
Fund)
fllnds
Interest
£000
£000
£000
Total
£000
At l January 2022
Income
Exp¢nditure
Share of net income from joint ventures
Tax payable
Gainsl(losses)
At l January 2023
Income
Expenditure
Shar¢ of net income from joint
ventures
Tax payable
Gainsl(losses)
At 31 December 2023
487
114,347
304,883
(302,856)
176
(237)
(2,759
113,554
274,554
(274,037)
31
114.865
304,883
(302,856)
197
{237)
21
487
52
114,093
274,554
(274,037)
190
(875)
5,109
108 277
31
221
(875)
5.109)
108,847
487
83
Falr Value Reserve (Designated Fund)
The Fair Value Reserve is a designated ￿nd relating lo the fair value movements on the investment property meaning that
the fund cannot be distributed unless the properties are sold or the Directors are first assured that the investment property
maintains at least its previous markel value.
Page 62

THE SCOTT BADER COMMONWEALTH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
25. ANALYSIS OF MOVEMENT IN FUNDS (CONTINUED)
CHA￿Ty
F21r Value
Reserve
(Designated
fund)
Unrestrlcted
Ineome
funds
£000
1,547
347
{444
1,450
367
379
1,438
NOD-
Controlling
interest
£000
Total
£000
2,034
347
At l January 2022
Income
Expenditure
At l January 2023
Income
Exp¢ndtlure
At 31 December 2023
487
487
1.937
367
(379)
1,925
487
GROUP
For the year ended 31 December 2023
Fair Value
Reserve
(Designated
fund)
£000
Unrestricted
ncome
fund$
£000
10,139
62,904
400
40,547
(3,531)
(6.472)
4,290
108 277
Non-
Controlllng
interest
£000
Total
£000
10.139
62.904
887
40.630
(3,531)
(6,472)
4,290
J08,847
Intsngible fixed assets
Tangible fixed assets
Investments
Net current assets
Long tern) liabilities
Provisions
Pension ￿Set
487
83
487
83
CHARITY
For th¢ year ended 31 December 2023
Fair Value
Reserve
IDesignated
fund)
£000
487
Unrestrleted
Ineome
funds
£000
Non-
Controlllng
interest
£000
Total
£00
495
1,430
1,925
Investments
Net currenl assets
1,430
1,438
487
GROUP
For the year ended 31 December 2022
Fair Value
Reserve
(Designated
fund)
£000
Unrestricted
income
funds
£000
7.768
58,143
422
48,606
(1,372)
(7.521)
7,508
113554
Non-
Controlling
interesl
£Doo
Total
£000
Intangible fixed assets
Tangible fixed assets
Investments
Net current assets
Long temi liabililies
Provisions
Pension asset
7,768
58,143
909
48.658
(1,372)
(7.521)
7,508
114.093
487
52
487
52
Page 63

THE SCOTT BADER COMMONWEALTH LIMITED
NOTES TO THE FINANCJAL STATEMEINTS
For the y¢ar ended 31 Decemb¢r 2023
25. ANALYSIS OF MOVEMENT IN FUNDS (CONTINUED)
CHA￿Ty
For the year ended 31 December 2022
Fair Value
Reserve
(Designated
fund)
£000
487
Unrestricted
income
funds
£000
Non-
Controlllng
interest
£000
Total
£000
495
1,442
1,937
Investments
Net current assets
1,442
1,450
487
26. NOTES TO THE STATEMENT OF CASH FLOWS
a) Reconciliation of net (expenditure)lincome to net cash provided by/(used in) operating activities
2023
£'ooo
2022
£'ooo
Net (expenditure)lincome for the reportlng period (as per the statement of financial
activities)
(137)
1,987
Adjustments for:
Interest payable
Interest receivable
Rental income received
Taxation
Share of operating profit in joinl ventLwes
Profit on disposal of fixed assets
Depreciation and amortisation
Exchange diff¢rence
Contributions to UK defined benefit pension scheme
Decreas¢/(increas¢} in stocks
Decrease in debtors
Decrease in creditors
Increase in provisions
Net cash provided bvl(used in) operatin2 actlvities
1,455
(760)
(34)
875
(221)
{8)
6,621
{536)
(460)
2,604
6,093
(3,332)
244
12 404
328
{356)
(36)
237
(197)
(33)
5,962
1,355
(460)
(5,381)
1,836
(6,554)
88
b)
Analysis of ¢h2nges in net debl
Atl
January
2023
Exchange
ratc
movemcnt
At31
Dccember
2023
Cash
flow8
Non4ash
flows
Croup
£'ooo
£'ooo
£'ooo
£'ooo
£'ooo
Cash and cash equivalents:
Cash
Overdrdft
21,611
11.368)
10,243
(4,745)
3,521
(1,224)
16,866
7,847
9,019
Borrowlngs:
Borrowings - repayable within one year
Borrowings - repayable after one year
(8,265)
1.372
{9,637)
444
(769)
769
409
(8,181)
603
(8,784)
409
409
Net funds
235
Page 64

THE scorr BADER COMMONWEALTH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
27. GROUP CONTINGENT LIABILITIES
Group:
Pension Sch¢m¢ Funding: Scott Bader Company Limited enter￿ into a guarantee in March 2007 with Scott Bader Pension
Sch¢m¢ Trusl¢¢s Limited whereby the Company guaranl¢¢d that th¢ Scott Bader UK Limited pension scheme would be 1050/0
nd¢d on an Sl 79 valuation should th¢ principal employer, Scott Bad¢r UK Limited. fail to fulf11 its agreed obligations to
the Pension Trustees.
28. GROUP CAPITAL AND OTHER COMMITMENTS
Group
2023
£?000
Group
2022
£'ooo
) Contraets for future eapital expenditure not provided in the financial statements- Property,
plant and equipment
No expenditure has been incurred although contracts have been placed
1,238
522
b) future minimurn lease payment5 under non-cancellable operating leases for each of the
following periods:
Group
2023
£'ooo
Group
2022
£'ooo
Not lat¢r than one year
Later than onc y¢ar and not later than fiv¢ years
Lat¢r than fiv¢ y¢ars
1,566
3,501
1,270
6,337
1,711
2,779
1,757
6.247
The Charity has no capital or operating lease committnents at 31 December 2023 (2022., Nil).
29. RELATED PARTIES
Group
The Group received dividends from Satyen Scott Bader LLP of £222k (2022.. £nil}, one of the Group's joint ventures during
the year. At the yeaT-end, £Nil (2022= £nil) was outstanding.
The Group re¢¢iv¢d dividends from Novascott Espe¢ialidad¢s Quimicas Ttda of £nil (2022.. £368k), one of the Group's joint
v¢ntur¢s, during the y¢aT. At the y¢ar-¢nd. £Nil (2022: £nil} was outstanding.
Revenue in relation to the share of profil in joint ventures of £22 Ik (2022: £ l97k) has been recognised in the slatement of
financial activities of the Group.
The Group has provided a capital contribution to Polyrner Mimetics Litnited of £l,857k (2022: £1,343k).
Charlty
The Commonwealth received a donation from SBCL in the amount of £316k (2022: £305k). In addition, the Commonwealth
relmbu￿ed SBCL. at cost. for management services provided in the year of £41k (2022: £46k). The net yearwend balance of
money owed by Scott Bader Company Limited to The Scott Bader Commonwealth Limited was £275k (2022: £1,037k).
During the year, a loan of £552k from Scott Bader Commonwealth to SBCL was fully repaid.
30.
LEGAL STATUS OF THE SCOTT BADER COMMONWEALTH LIMITED
The Scott Bader Commonwealth Limited is a company limited by gLwalltee without shares and a registered Charity. The
liability of each member in the event of winding up is limited to 5p.
31. POST BALANCE SHEET EVENTS
On Wethiesday 13 September 2023, the SBCL Group signed a Quota Purchase and Sale Agreement and Other Covenants
(QPA) to effectively &cquire l OOO/o control of its Brazilian Joint Venture Nova Scott and associated manufacturing assets
from the JV partner Anderpol and its direct subsidiaries.
This acquisition is subject to certain regulatory approvals for manufacturing and marketing licenses being ITansfeTred to Nova
Scott which are anticipated to take 120 working days from the signing of the QPA. It is therefore likely that the deal will
close in the second quarter of 2024.
11 is anticipated that the acquisition will be accounted for using the Purchase Method.
Page 65