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2024-12-31-accounts

Company registration number: 496082 Charity registration number: 206391

THE SCOTT BADER COMMONWEALTH LIMITED FINANCIAL STATEMENTS For the year ended 31 DECEMBER 2024

THE SCOTT BADER COMMONWEALTH LIMITED COMPANY INFORMATION For the year ended 31 December 2024

Company registration number: 496082
Charity registered number: 206391
Registered office: Wollaston Hall
Wollaston
Wellingborough
Northamptonshire
NN29 7RL
Board of Trustees: Benjamin Penney
David Black
. Gillian Shapiro
Harry Manning
John Brenchley
Juliette Delprat
Paul Smith
Richard Tapp
Sonia Davies
Company Secretary: Hayley Sutherland
Solicitors HCR Hewitsons
Lancaster House
Nunn Mills Road,
Northampton,
Northamptonshire
NN1 5GE
Bankers Unity Trust Bank Plc
4 Brindley Place, Brunswick Street
Birmingham
B1 2JF
CAF Bank Limited
25 Kings Hill Avenue
Kings Hill
West Malling
Kent
ME19 4JQ
Scottish Widows
PO Box 883
Leeds LS1 9TY
Auditor RSM UK Audit LLP
Rivermead House
7 Lewis Court
Grove Park
Leicester
Leicestershire
LE19 1SD

THE SCOTT BADER COMMONWEALTH LIMITED

CONTENTS

For the year ended 31 December 2024

PAGE
Report of the Trustees 2-23
Trustees’ responsibilities statement 24
Independent auditor’s report 25-27
Group and Charity statements of financial activities 28
Group and Charity balance sheets 29
Group statement of cash flows 30
Notes to the financial statements 31-67

Page 1

REPORT OF THE TRUSTEES (INCORPORATING THE STRATEGIC REPORT) TO THE MEMBERS OF THE SCOTT BADER COMMONWEALTH LIMITED

For the year ended 31 December 2024

The Trustees who are also the Directors of the charity present their Annual Report and the Group and Charity Accounts of The Scott Bader Commonwealth Limited (the Charity or Scott Bader ), for the year ended 31 December 2024. The annual report serves the purpose of both a Trustees’ report, and a directors’ report and a strategic report under Company Law.

The financial statements comply with the Charities Act 2011, the Companies Act 2006, the Memorandum and Articles of Association, and Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the 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 chemicals business. In 1951, Ernest Bader and others transferred the ownership of the shares in SBCL to Scott Bader Commonwealth Limited (SBCW), which is a company limited by guarantee, a registered charity and a membership organisation. The holding of the shares of SBCL is now known as a programme related investment. The reason behind this transfer was to create a company whose wellbeing is entrusted 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 become a full Commonwealth Member. This means that they become a member, holding in common with other members, the shares of SBCL.

SBCW is unique in that it has no external shareholders, and instead, the wealth is held in common by Commonwealth Members. It’s important to understand the relationship between SBCW and SBCL and its subsidiaries when reading these accounts. Everyone who works for the company is responsible for ensuring that it continues to exist in the long term for current and future generations. While profitability is important to ensure that SBCL can continue to operate, adherence to the Guiding Principles and how that profit is achieved is paramount. Additionally, the Scott Bader Constitution which is a combination of the Articles of Association of SBCW, SBCL and the Global Members’ Board includes a provision to ensure that the Company is not run solely for the benefit of its colleagues. An amount equal to the amount payable as Group Staff Bonus or 1% of the Scott Bader Group Staff Salary Cost, whichever is greater, shall be paid by way of donation or otherwise to SBCW for charitable purposes.

The Objects of SBCW are:

The democratic governance structure enables the achievement of the above objectives in two ways:

  1. Commonwealth Members can stand for election to the governance groups listed 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 comprises of three internally elected Trustees and five externally appointed Guardian Trustees (Guardians of the Constitution who have special voting rights) . The Company Member (Paul Smith – SBCW Trustee), who is also the Chair of the SBCL Board, is also part of the CWB. The CWB is responsible for safeguarding the core values and Guiding Principles of SBCW Group. It ensures that the business is conducted in line with these principles and promotes the long-term sustainable success of SBCL. Additionally, the CWB ensures that the Charity is run in accordance with Charity law.

The CWB does not get involved in the day-to-day running of the business but is consulted on topics such as future business strategies, acquisitions, and the distribution of profits. The CWB also monitors the development of industrial democracy within the SBCL group to ensure it is:

Page 2

REPORT OF THE TRUSTEES (INCORPORATING THE STRATEGIC REPORT) TO THE MEMBERS OF THE SCOTT BADER COMMONWEALTH LIMITED

For the year ended 31 December 2024

The Board of Directors of SBCL is responsible for directing the affairs of SBCL in line with its values, using a clear strategy, strong stewardship, and effective controls, to meet the expectations and interests of its shareholders and key stakeholders. The SBCL Board consists of 8 Directors, 2 Executive Directors of SBCL; 3 Non-Executive Directors; and 3 Member Directors. The wider Group Leadership Team have responsibility for the management of the SBCL Group. Neil Miller stepped down as Group CFO and Executive Director on 31 October 2024. Kevin Matthews stepped down as Group CEO and Executive Director on 31 December 2024. Andrew Rodgers was appointed as an Executive Director on 24 January 2025.

The Global Members’ Board (GMB) – This is the international democratic body that represents all Commonwealth Members, comprised of 12-14 elected representatives, the Chair of SBCL and its own full time Chair. The purpose of the GMB is to lead our international and industrial democracy, give voice to the SBCW Membership and hold the Subsidiary Boards to account for the development and execution of their Strategies according to the Guiding Principles. The GMB aims to be a diverse and inclusive body that fairly represents the interests of all SBCW Members.

Each of these governance groups has its respective role to play as defined in their articles or associated rules. Each share information to support the strategic direction of the business. In addition, the Guardian Trustees attend the SBCL and GMB meetings as observers, which enables them to monitor, on behalf of the CWB, that the business is managed in accordance with the Guiding Principles as set out in the Constitution. This is a major contributing factor to Scott Bader achieving its charitable objectives.

Details of the Trustees who served throughout the year and to the date these accounts are approved are included below:

Agne Bengtsson (resigned 30 April 2025) Benjamin Penney David Black Gillian Shapiro Harry Manning (appointed 12 February 2024) John Brenchley (appointed 1 May 2025) Juliette Delprat Paul Smith Richard Tapp Sonia Davies (appointed 29 July 2024)

Management

The Commonwealth Office is responsible for the day-to-day activities of SBCW and will take external advice when required. Additionally, there is a Charity Sub-Committee that decides which charities to support and authorises the payment of grants. This Sub-Committee is required to report to the CWB on a quarterly basis regarding the decisions taken.

Other sub-committees are formed on a needs basis to deal with issues that may arise.

Method of recruitment and appointment or election of Trustees

The External Guardian Trustees are selected by a Joint Nomination Committee (JNC) , which is comprised of members from the CWB , GMB , and SBCL Board . One of the Guardian Trustees is nominated by the Bader family. If the Bader family is unable or unwilling to nominate its Trustee, the current family nominee shall remain in post by invitation of the CWB. All candidates are provided with an explanation of the aims and objectives of the role and the time commitment involved in being a Guardian Trustee. The JNC is responsible for identifying and nominating candidates to fill the Guardian Trustee role. Appointments and removals are made by resolutions of both the SBCL Board and the CWB and are subject to approval by the GMB. Upon appointment, they are confirmed as a Commonwealth Member.

In relation to Internally Elected Trustees, nominations for these positions are sought from the SBCW membership and vacancies are filled by election administered by the Commonwealth Office. Each Internally Elected Director shall serve for a term of three years and, at the end of such term, shall be eligible for re-election for one further term of three years. Each Guardian Trustee shall serve for a term of three years and, at the end of such term, shall be eligible for re-nomination for two further terms of three years.

Page 3

REPORT OF THE TRUSTEES (INCORPORATING THE STRATEGIC REPORT) TO THE MEMBERS OF THE SCOTT BADER COMMONWEALTH LIMITED

For the year ended 31 December 2024

Policies and procedures adopted for the induction and training of Trustees

All Trustees, (appointed or elected) are provided with a handbook which contains information relating to 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 specific induction plan is designed to meet the needs of the individual to give them a more detailed understanding of how the Charity operates; the businesses and strategy of SBCL and how the governance works.

Periodic formal training on the responsibilities of being a Trustee is provided on their appointment. Trustees are also encouraged to identify any specific training needs they require.

Arrangements for setting pay and remuneration of key management personnel

Although the three internally Elected Directors are employed by SBCL, or one of its subsidiaries, none of the Trustees receive any remuneration for their work for as a Trustee of the Charity.

Key management personnel remuneration is set by the SBCL remuneration committee, for colleagues employed by SBCL only and is paid in line with best practice. An external Executive Salary Benchmark Review, conducted by Willis Towers Watson was completed in 2024.

Members’ liability

The liability of the SBCW Members is limited. Every SBCW Member undertakes to contribute to the assets 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 payment 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 the same, and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding five pence.

Trustees’ indemnities

The Trustees (who are the directors of The Scott Bader Commonwealth Limited) are insured against the costs of successfully defending any actions brought for negligence in the performance of their duties as Directors.

Public benefit

To check that the charities we support meet the public benefit requirement, the Trustees decided it would be prudent to include a section within the online application form requesting applicants to provide a short summary of how they meet this requirement.

To ensure ongoing awareness of the Charity Commission’s guidance on public benefit all Trustees are provided with information about this in their handbook.

Having regard to this guidance the Trustees consider Public Benefit at two levels 1) in relation to the shareholding in SBCL and 2) the activities of the Charity.

Engagement with employees, suppliers, customers and others in a business relationship with the charity (see pages 20 and 21 for the Group statement)

Ernest Bader established Scott Bader Commonwealth Limited to be a force for good in society. We are driven to make a difference and create social impact, using the skills and resources within 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 the lives of those most vulnerable and enabling our colleagues the 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 commitments to stakeholders. Internally this includes consulting with colleagues on significant decisions, the employment of disabled persons, offering equal opportunities to all, as well as ensuring we work co-operatively and collaboratively. Externally this commitment covers broader corporate responsibility, the conduct of business with honesty, integrity, and fairness at all times, and also our impact on the environment.

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 2024

Industrial democratic practice is a major part of colleague engagement, and all those who work in the Company are consulted on decisions that may affect their interests in accordance with Scott Bader’s Constitution. It is the policy of Scott Bader that colleague participation in decision making is implemented at all levels.

- Related parties, Charities and co operation with other organisations

1. Related Parties :

Scott Bader Commonwealth Limited maintains transparent and ethical relationships with related parties. These may include charities, subsidiaries, associates, joint ventures, and other entities connected to their operations.

2. Charities :

Scott Bader Commonwealth Limited’s unique ownership structure, where all shares are held by a charitable trust (the Commonwealth), inherently aligns with charitable objectives. The company actively collaborates with other charities, supporting causes related to education, social welfare, and community development. Their contributions extend beyond profit-making, emphasising a broader societal impact.

3. Cooperation with Other Organisations :

Scott Bader Commonwealth Limited recognises the power of collaboration. They actively engage with other organisations, both within and outside their industry. Whether through research 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 to related parties, connected charities, and cooperation exemplifies their commitment to ethical business practices and societal well-being.

Environmental Care

SBCW Group meets the definition of a ‘large’ consolidated group and therefore should apply the Companies (Directors’ Report) 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 as it falls below the 40,000kWh threshold. As the SBCL Group qualify at a group level, the information disclosed below is for SBCL Group only.

Scott Bader have had a transitional year in 2024, with some big impacts on our environmental controls, along with setting up and managing potential change for 2025.

We have reviewed and changed our energy procurement strategy for our European sector and partnered with Schneider Electric for better management of group-based energy provision, which has given us a better route for green energy and better control over how we manage energy usage.

The EESG Committee has made progress towards delivering improved internal controls of our processes, which have led to some changes being made across the group; these changes have enabled more focus driven systems to support:

The business is now in a position to take advantage of several projects which may help elevate our environmental credentials and improve internal controls. These include the procedures to manage:

Page 5

REPORT OF THE TRUSTEES (INCORPORATING THE STRATEGIC REPORT) TO THE MEMBERS OF THE SCOTT BADER COMMONWEALTH LIMITED

For the year ended 31 December 2024

2024

ENERGY CONSUMPTION ENERGY CONSUMPTION SBCL GROUP SBCL GROUP
LOCATION
BASED		 MARKET
BASED
Non-Renewable (GJ) 179,393 130,567
Renewable (GJ) 4,641 42,341
Total (GJ) 184,034
GREENHOUSE GAS EMISSIONS SBCL GROUP
Scope 1 (TeCO2e) 7,008 7,008
Scope 2 (TeCO2e) 4,035 922
Scope 1 and Scope 2 (TeCO2e) 11,043 7,930
INTENSITY FACTOR SBCL GROUP
Energy
Intensity		 MJ/Te of product 1,571
GJ/full time employee 247
MJ/£000's revenue 727
Carbon
Intensity
(market
based)		 kgCO2e/Te of product 67.7
TeCO2e/full time employee 10.6
kgCO2e/£000's revenue 31.3

2023

ENERGY CONSUMPTION ENERGY CONSUMPTION SBCL GROUP SBCL GROUP
LOCATION
BASED		 MARKET
BASED
Non-Renewable(GJ) 177,510 130,861
Renewable(GJ) 4,157 38,426
Total(GJ) 181,667
GREENHOUSE GAS EMISSIONS SBCL GROUP
Scope 1(TeCO2e) 7,436 7,436
Scope 2(TeCO2e) 3,640 504
Scope 1 and Scope 2(TeCO2e) 11,076 7,940
INTENSITY FACTOR SBCL GROUP
Energy
Intensity		 MJ/Te of product 1,454
GJ/full time employee 218
MJ/£000's revenue 665
Carbon
Intensity
 kgCO2e/Te of product 64
10
TeCO2e/full time employee
(market based) kgCO2e/£000's revenue 29

Page 6

REPORT OF THE TRUSTEES (INCORPORATING THE STRATEGIC REPORT) TO THE MEMBERS OF THE SCOTT BADER COMMONWEALTH LIMITED

For the year ended 31 December 2024

Engagement with employees

Equality, Diversity & Inclusion

Scott Bader aims to provide an inclusive, diverse and mutually respectful culture and environment where everyone is treated equally and given equal opportunities regardless of their race, age, gender, sexuality, disability, culture or individual differences through all stages of the colleague lifecycle from recruitment, through onboarding, training and development. Scott Bader was awarded the ISO 30415 Certification for Human Resource Management Diversity and Inclusion and is one of the first Chemical Manufacturers to achieve the certification. As part of this process a Diversity & Inclusion Council has been formed, made up of colleagues from around the group to help define, review and continually improve our policies, practices and behaviours in this field going forward.

When a vacancy arises, it is advertised, and colleagues are encouraged to apply and receive support in their application from the Talent Acquisition Team. It is the Group’s Talent Acquisition Policy to consider all applications, and will consider all candidates based on their skills, knowledge, experience and alignment to the core values.

Employee, Environment, Social & Governance Committee (EESG Committee)

The EESG Committee is supported by an executive EESG Steering group with membership drawn from across Scott Bader, including representation from both the Global Members’ Board & The Scott Bader Commonwealth Limited the sole member and a England & Wales registered Charity, to work closely with the EESG Board Committee and inform the Committee’s work and to support execution of its objectives. During the year the EESG Steering group held five meetings and the Board EESG Committee held one formal meeting.

The EESG Steering Team has four working groups, that each address either Employee, Environment, Social or Governance issues . The working groups have identified measures for a focused number of strategic objectives and are working closing with a sponsoring senior executive.

It is anticipated that attainment of these stretching but achievable EESG targets over the next 2-3 years will enable the organisation to move forward and ultimately meet the 2036 vision.

Membership and composition of the EESG Committee as at the date of this report

Michael Findlay-Wilson Executive Director (Chair of the EESG Committee) Samuel Boustred Member Director

Kevin Matthews Executive Director stood down as Committee member on 31 December 2024.

Engagement with colleagues (including disabled persons)

Industrial democratic practice is a major part of colleague engagement, and all those who work within the SBCL Group are consulted on decisions that may affect their interests in accordance with Scott Bader’s Constitution. It is the policy of Scott Bader that colleague participation in decision making is implemented at all levels. Recognising that access to appropriate information is a prerequisite to effective participation and consultation, the Group's monthly financial results and full year forecasts are shared with Commonwealth members and colleagues.

The Group Leadership Team deliver a monthly briefing highlighting key performance or business challenges to members.

Membership of The Scott Bader Commonwealth is open to all who work on a permanent basis within the Group and who make a commitment to work according to the Code of Practice. Members also have the right to elect two of their number, to serve for three years as members of the Board of Directors of SBCL. The third Member Director is the Chair of the Global Members’ Board.

It is the Group's policy to offer equal opportunities to disabled persons applying for vacancies, having regard to their aptitudes and abilities in relation to the posts for which they apply. As far as possible, arrangements are made to continue 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, where necessary. It is the Group's policy to provide disabled persons with the same opportunities for training, career development and promotion that are available to all colleagues, having consideration to their aptitudes and abilities.

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REPORT OF THE TRUSTEES (INCORPORATING THE STRATEGIC REPORT) TO THE MEMBERS OF THE SCOTT BADER COMMONWEALTH LIMITED

For the year ended 31 December 2024

Involvement of Commonwealth Members

In 2024, we set an ambitious two-year EESG target of 90% of all colleagues per site to use their volunteering day. The scheme was regularly promoted and in recognition of the Employee Ownership Day celebrations we chose to promote the scheme and launched a volunteer leaderboard to track this target. The below bar chart captures the data recorded throughout 2024. We plan to continue this upward trend so that 90% of all colleagues per site are using their volunteering day for 2025.

Some of the activities undertaken by our colleagues are shown below.

Ecology:

Business:

Humanity:

The Trustees are of the opinion that the self-governing representative structure of Scott Bader is of public benefit because wherever it operates colleagues know that the company must:

Page 8

REPORT OF THE TRUSTEES (INCORPORATING THE STRATEGIC REPORT) TO THE MEMBERS OF THE SCOTT BADER COMMONWEALTH LIMITED

For the year ended 31 December 2024

Objectives, Strategies and Activities of SBCW (the Charity)

As mentioned above the objects of the Charity are:

STRATEGIC REPORT

Achievements and Performance against the Objectives set - Grant-making

The Scott Bader Commonwealth Limited (SBCW) receives its income through a donation of profits from the individuals employed by the Scott Bader Group. This income is used to make grants to charitable organisations around the world whose purposes 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 Articles of Association of SBCL to ensure that there is a minimum amount paid to the Charity each year (Group Staff Bonus or 1% of the Group staff salary cost, whichever is greater). This would not be considered a major risk to SBCW unless the performance of the Company becomes so precarious that the payment of the donation might threaten the very existence of the Scott Bader Group. The donation was paid in the year ended 31 March 2025.

The Charity Committee oversees the grant-giving on behalf of the Commonwealth Board (CWB). The Committee meets every three months to select the charities to support and the funding 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 information on the Scott Bader website.

SBCW does not generally fund requests that support animals, individuals in need, travel and adventure schemes, art projects, sports clubs, general appeals, or building construction in the UK.

Prospective applicants must submit their funding applications through a grant management tool called OPTIMY. This tool helps simplify and streamline the grant-making process.

In 2024, SBCW had four application cycles for its grants and received circa 354 applications during the year, which is an increase from circa 290 in 2023.

After assessing the applications, SBCW made grants totalling £336k in 2024 compared to £321k in 2023.

SBCW aims to ensure that grants are used effectively and for the intended charitable purposes. We keep formal reporting requirements simple and proportionate and share the information received with the Charity Committee. We also meet with grantees and potential grantees occasionally to strengthen networking and to help the Charity learn more about the specific subject areas or reflect on its own practice and priorities.

SBCW is also a member of the Association of Charitable Foundations (ACF) and National Council for Voluntary Organisations (NCVO). Both organisations provide training courses and helpful information on good practice.

At 31 December 2024, SBCW had net assets of £1,734k (2023: £1,925k).

The grant programme areas run during 2024 are summarised below. A breakdown of the amount spent 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 determined as a set figure per site with an additional sum proportionate to the number of Commonwealth Members at each location. Each location can determine how they wish to utilise their allocation provided it complies with the Charity Policy and is approved by the Charity Committee of the Commonwealth Board.

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REPORT OF THE TRUSTEES (INCORPORATING THE STRATEGIC REPORT) TO THE MEMBERS OF THE SCOTT BADER COMMONWEALTH LIMITED

For the year ended 31 December 2024

To help prospective applicants, we guide them to apply for funding for projects that enable them to support social and environmental issues important to where they are situated. Some locations choose to run a Nomination Scheme whereby each Commonwealth Member has an allocation to nominate to a charity (or charities) of their choice. The areas of intervention can vary for this but tend to cover the following - Education, Environment, and Poverty.

The Global Impact Fund (previously known as Centenary fund)

This fund, which was initially launched in 2023, and was renewed in 2024 it aims to support four community-based projects with £25,000 each. Selected projects needed to meet at least one of following focus areas: education, environment or poverty.

Following the review process ten charities were invited to present their projects to the Charity Committee. Following this, six projects were selected for our members to vote on their preferred four projects. The voting process formed part of our AGM and was held in Q2 of 2024. The four successful charities that were awarded the grants were:

Godric Bader Fund

A budget is set annually.

This fund is used to support charities chosen by the Bader family. Three charities received grants, totalling £8,000 in 2024 and £8,000 in 2023.

Research Grants & Other donations

Research grants and other donations were provided to the following:

  1. A donation was provided to the US for support during the aftermath of Hurricanes Helene and Milton.

  2. Northamptonshire Community Foundation – Corporate Giving Network and the sponsorship of the annual awards evening.

  3. Jericho Chambers – creating a report looking into the relationship between business and democracy.

A breakdown of the 2024 and 2023 grant expenditure is detailed below.

A breakdown of the 2024 and 2023 grant expenditure is detailed below.
Grant Expenditure £’000
2024		 £’000
2023
Glocal Fund 208 196
Global Impact Fund (previously known as the Centenary Fund) 100 100
Godric Bader Fund 8 8
Research and other grants 20 17
336 321

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REPORT OF THE TRUSTEES (INCORPORATING THE STRATEGIC REPORT) TO THE MEMBERS OF THE SCOTT BADER COMMONWEALTH LIMITED

For the year ended 31 December 2024

Breakdown of Expenditure by fund

The grants awarded supported projects within three specific areas of intervention, Environmental, Poverty and Education. A breakdown of these intervention areas and the amount spent is detailed below.

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 small amount of money. However, this is dependent on the profitability of the company, but mechanisms exist to ensure that the charity’s income will increase in line with increased profitability.

Achievements and Performance SBCL Group

The principal activity of the SBCL Group which sits beneath the Charity continued to be that of the production and distribution of chemicals and related products.

Fundraising

The charity relies on surpluses generated by wholly owned trading subsidiary companies to be able to carry out grantmaking to meet the charitable objectives and does not undertake any fundraising activities with the public. No professional fundraisers have been engaged and no fund raising has been undertaken on behalf of the Charity. No complaints have been received in relation to fundraising activities.

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REPORT OF THE TRUSTEES (INCORPORATING THE STRATEGIC REPORT) TO THE MEMBERS OF THE SCOTT BADER COMMONWEALTH LIMITED

For the year ended 31 December 2024

Investment policy and performance

The charity has an asset in the form of a property known as Keep House, 124 High Street, Wollaston NN29 7RJ. This is a Grade II listed stone-built farmhouse and is situated on the Wollaston site. The refurbishment of the property was completed in February 2020 and full occupancy of this building by local charities was achieved. By providing this facility the SBCW is meeting its objective of enabling these charities to continue the excellent work they do in the local community. It is also intended that the building will be self-funding on finalisation of the asset plan. To support this, the Trustees agreed in 2024 to allocate £20k to Keep House to be used towards the asset plan to cover future renovations.

In 2024, Keep House generated £27k in income, compared to £34k in 2023. This decrease was due to three vacant rooms becoming available during the year. The income generated from Keep House is used for the general refurbishment of the building and to source and progress local project and partnership opportunities.

An open market appraisal in June 2024 (previously November 2021), by an independent valuer with a recognised and relevant professional qualification, gave a value of £480k (£495k in November 2021) for this property.

As the main investment of the charity is the SBCL group, its performance is monitored on a regular basis as reported under the financial review section below.

Financial Review

The majority of the Group relates to the SBCL Group and this is considered on the following pages. The charity’s (SBCW) income is limited to the donation from SBCL and rental income and the expenditure of the charity has been considered on page 13.

Financial Review of SBCL Group

Whilst the CWB does not get involved in the day-to-day management of SBCL, business updates were received during the year from the CEO Kevin Matthews, and the CFO Neil Miller on the performance of the group. In addition, members of the Group Leadership Team are asked to provide a report with an update on their business areas.

Having discussed and reviewed the business performance for 2024, the Trustees noted the following:

Annual sales volumes decreased by 2.6% to 107k tonnes (2023: 110k tonnes) and the Group turnover decreased by £21m (-7%) to £252m. This reduction was caused by geopolitical uncertainty in the Middle East, Ukraine and Russia and election years in the US and major European nations generating ongoing macroeconomic uncertainty denting investment decisions and consumer confidence. We have seen raw material price volatility since 2022, initially as supply chains normalised after the disruption of the Russian invasion of Ukraine, and more recently as the global economy slowed in 2023 and continued in 2024. In 2024 this has resulted in an increase per unit in raw material and consumable costs which has placed further margin pressure on the Group.

Other operating costs have increased by £0.8m from £16.0m to £16.8m reflecting the previous investments made into growing the Americas and Asia regions, as well as the continued central investment in the business to build out operational and commercial capabilities as the foundation for future growth.

Staff costs decreased in the year by (£0.3m) to £45.9m from £46.2m, as a result of 4.1% net headcount reduction of 34 to 800 (2023: 834) offset by average salary inflation of 4.43%. As a result of both the challenging market conditions and the implementation of the strategic plan the Group made a number of redundancies both voluntary and compulsory across its sites resulting in £1.7m of associated one off charges.

The trading conditions and one-off costs resulted in an operating loss of (£3.3m) (2023: profit of £1.2m) and a loss before tax of £4.0m (2023: £0.7m profit).

The Group incurred foreign exchange costs predominantly coming from the revaluation of non-trading intercompany loans of £1.3m (2023: £1.3m) and net interest costs of £0.8m (2023: £0.7m).

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REPORT OF THE TRUSTEES (INCORPORATING THE STRATEGIC REPORT) TO THE MEMBERS OF THE SCOTT BADER COMMONWEALTH LIMITED

For the year ended 31 December 2024

Balance sheet

2024 saw a positive cashflow from operating activities of £8.1m (2023: inflow of £11.7m). This was derived from Operating Profit and an improvement in working capital including the new non-recourse debt factoring facility in Scott Bader Middle East Ltd.

In 2024 the 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 Health and Safety, geographic growth, efficiency and innovation. Key to this was the purchase of the remaining 50% of our Nova Scott Especialidades Quimicas Ttda (Nova Scott) joint venture in Brazil for £2.2m in June 2024.

Overall, in the year there was a £0.5m increase in net debt on opening of (£0.9m) to (£1.4m) driven by the ongoing strategic investment programme in capital expenditure £4.6m (2023: £12.1m) as well as cash outflows of £4.3m (2023: £0.5m) in repayment of the Group’s debt facilities.

The Group continues to make targeted investments in line with the corporate strategy with the highlights being the acquisition of the remaining 50% stake in our Brazilian joint venture. Further capital investment went into new Environmental, Health and Safety initiatives as well as the maintenance programme to ensure asset integrity.

The outlook for 2025 sees the continued focus on reducing working capital and tight cash management while continuing to invest the cashflow from operations in supporting the strategic growth priorities.

The Group’s USD20m Revolving Capital Facility (RCF) with National Westminster Bank PLC provides the Group with significant additional funds for working capital should it be needed. The Group had in excess of £30m in trade receivables and £27m in inventories at the balance sheet date, which were free of security for financing and available to raise working capital facilities if needed.

The Group recognised goodwill additions of £0.8m relating to the Nova Scott acquisition and a disposal of (£2.9m) representing the fair value movement of the contingent consideration associated with the 2022 acquisition of Scott Bader India with a corresponding liability derecognised in creditors.

Taxation

The tax charge on Profit Before Tax was £1,149k (2023: tax charge £0.9m). The effective tax rate (ETR) for 2024 (excluding adjustments for prior year) was -27.6% (2023: 64.9%). Main drivers of ETR were profit mix and local tax rates, adverse permanent differences and the de-recognition of deferred tax assets in respect of tax losses.

Deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Management judgment is required to determine the amount of the deferred tax asset that should be recognised, based upon the likely timing, geography and level of future taxable profits. Sources of future taxable profits include the existence of deferred tax liabilities as well as future business profits. Given the current macro-economic conditions and geo-political uncertainty, a provision has been made to de-recognise 20% of the deferred tax assets in respect of losses. The non-recognition of deferred tax assets has the impact of decreasing ETR by 50.6%.

Page 13

REPORT OF THE TRUSTEES (INCORPORATING THE STRATEGIC REPORT) TO THE MEMBERS OF THE SCOTT BADER COMMONWEALTH LIMITED

For the year ended 31 December 2024

Key Performance Indicators

In 2023, the Trustees introduced a set of non-financial metrics to assess members’ engagement levels and evaluate SBCL’s adherence to the Guiding Principles. The below data was tracked throughout 2024 and was reported on at every CWB meeting.

Additionally, specific KPIs have been established to monitor the financial performance of the SBCL group during 2025. These metrics will be diligently tracked and reported to the Commonwealth Board (CWB) on a quarterly basis:

These KPIs serve as essential benchmarks, for SBCW to monitor the performance of SBCL’s strategic decisions and ensuring transparency in its financial and operational health.

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REPORT OF THE TRUSTEES (INCORPORATING THE STRATEGIC REPORT) TO THE MEMBERS OF THE SCOTT BADER COMMONWEALTH LIMITED

For the year ended 31 December 2024

Cash

Currently the Charity holds a modest amount in deposit accounts, which are reviewed annually to ensure best return.

Financial Controls

The Financial Controls Policy, which includes the delegation 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 are effective in maintaining the integrity of the financial controls and ensuring compliance with the relevant regulations.

Financial and risk management objectives and policies

The Trustees have developed a more robust 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 review of the risk register, which assigns the management of the risks to specific individuals and recommends actions to be taken, where necessary, to manage their likelihood or impact. Risks are added to the register as they arise and are reported and discussed at the quarterly board meetings.

The SBCL Group uses various financial instruments including loans, cash, and items such as trade debtors and trade creditors, that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the SBCL Group's operations and working capital requirements. The existence of these financial instruments exposes the SBCL Group to a number of financial risks. The main risks are; currency risk, receivables recoverability and liquidity and cash flow.

Currency risk

The SBCL Group is an international chemical company. In the international chemical business, many of the raw materials used by the SBCL Group are priced in US Dollars or Euros, as are many sales made outside of the UK. Consequently, the SBCL Group is exposed to exchange rates. The SBCL Group does not make extensive use of hedging instruments or derivatives as there is a natural balance of purchases and sales across the various currencies. Customer pricing may 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 operating companies have credit policies, that are approved at the appropriate level using the delegation of authority matrix and monitor their credit exposure on an ongoing basis. Trade receivables are stated net of allowances for doubtful receivables, estimated by local management based on prior experience of customers and assessment of their current economic environment and in line with group policy. Due to the geographical spread of the operating companies, the credit risk varies from site to site and is influenced by the normal credit practices of that country as well as the prevailing macroeconomic climate of each geographic region and where appropriate the SBCL Group uses debt factoring facilities.

Liquidity and cash flow

The 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 Group extended its USD $10m revolving credit facility with National Westminster Bank PLC in March 2023 to $20m and repaid amounts owed on facility in the year. As at 31 December 2024 the Group had headroom which the Directors considered to be adequate for current business demands.

Principal risks and uncertainties

The SBCW’s key risks are summarised below:

Risk / Uncertainty Mitigation
1. There is a risk to the charity
to continue operating due to lack
of funding, therefore unable to
achieve charitable objectives &
constitutional requirements		 There is a formula in place to donate a minimum of 1% of the group’s salary
cost or 5% of the eligible PBT (whichever is the greater). However, SBCL
should budget for minimum payment required to be paid to the Charity.
Financial information is reported on a quarterly basis to the Commonwealth

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REPORT OF THE TRUSTEES (INCORPORATING THE STRATEGIC REPORT) TO THE MEMBERS OF THE SCOTT BADER COMMONWEALTH LIMITED

For the year ended 31 December 2024

Board on the performance of SBCL so it would be reported if the operating
company is at risk.
There is a second income stream generated 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-compliance with
Charity and Company Law.
All Board Members are provided with the relevant Guidance from the Charity
Commission on their duties 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. There is a potential risk of
loss of funds for the Charity,
leading to reputational risk		 The following Internal controls in place to mitigate against this.
Detailed quarterly reports are prepared comparing expenditure vs budget.
All cheques/bank transfers are authorised by two people, one of which needs
to be a Trustee.
Bank accounts are reconciled monthly.
Policies are reviewed on a yearly basis by the Charity Committee, prior to
submission to the full Commonwealth Board for approval.
4. There is a risk of potential
miscommunications and (cyber
security) risk of interception of
shared sensitive business
information.		 All sensitive data is stored and shared via Diligent Boards which is a board
management software and is part of the Diligent Governance Cloud.
5. There is a risk of under
occupancy of Keep House / not
achieving objectives to utilise
the Keep House space, using
SBCW cash to fund the building
& utilitycosts		 This is monitored regularly at the ongoing Keep House committee meetings.
Keep House is currently 80% occupied.

The SBCL’s key risks are summarised below:

Strategic Risks: Strategic risks are risks, both internal and external, associated with the business model, corporate strategy and long-term planning

Strategic Risks: Strategic risks are risks, both internal and external, associated with the business model, corporate
strategy and long-term planning		 Strategic Risks: Strategic risks are risks, both internal and external, associated with the business model, corporate
strategy and long-term planning		 Strategic Risks: Strategic risks are risks, both internal and external, associated with the business model, corporate
strategy and long-term planning		 Strategic Risks: Strategic risks are risks, both internal and external, associated with the business model, corporate
strategy and long-term planning		 Strategic Risks: Strategic risks are risks, both internal and external, associated with the business model, corporate
strategy and long-term planning		 Strategic Risks: Strategic risks are risks, both internal and external, associated with the business model, corporate
strategy and long-term planning		 Strategic Risks: Strategic risks are risks, both internal and external, associated with the business model, corporate
strategy and long-term planning
Risk / Uncertainty Mitigation 2024 Year-on-year change
Market/Economic
Deterioration
We serve over 30 countries
globally,
operating
in
numerous geographies across
a range of markets which can
be affected by political and/or
economic
changes
or
uncertainties.
Risks related to the geo-
political and macro-economic
conditions have increased over
the year, primarily as a result		 •
Setting prices that maximise revenue while
we
embark
on
our
transformation
programme,
and
our
continuous
improvement mindset across the business.
•
A key mitigation is close monitoring of the
geo-political
and
macro-economic
conditions
and
reacting
accordingly
through the business strategy process.
•
Our range of markets and geographic
spread help to mitigate the impacts of
political and economic change.
•
Uncertainty in supply chains is being
addressed
by
accelerating
supply		 ↑Increased risk
Where needed, we set
up project teams to
examine and address
specific risk.

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REPORT OF THE TRUSTEES (INCORPORATING THE STRATEGIC REPORT) TO THE MEMBERS OF THE SCOTT BADER COMMONWEALTH LIMITED

For the year ended 31 December 2024

of the ongoing war in Ukraine,
China’s economic outlook and
escalating
conflict
in
the
Middle East.
International tensions and the
imposition
of
barriers
to
international trade, such as
tariffs, may create additional
challenges in doing business
across territories.		 of the ongoing war in Ukraine,
China’s economic outlook and
escalating
conflict
in
the
Middle East.
International tensions and the
imposition
of
barriers
to
international trade, such as
tariffs, may create additional
challenges in doing business
across territories.		 resilience activity around dual/multiple
sourcing of key raw materials.
•
We use foreign exchange hedging to delay
the impact of changes in exchange rates
and manage short-term volatility.
Operational Risks: Operational risks are risks derived from Scott Bader’s core business practices, which rely on

systems, equipment and processes
Risk / Uncertainty Mitigation Year-on-year change
Supply chain management
There is a risk that an
ineffective supply chain may
lead to an inability to obtain
key raw materials at the right
time and price and result in
inefficient internal movement
of products.		 •
Initiatives continued to institutionalise a
group wide S&OP platform.
•
The Group’s supply chain function
developed a greater oversight of supply
chain performance connecting supply
points into one vertically integrated
network.
•
Developed 10-year Supply Plan in line
with the group’s Strategic Plan helped to
understand
capacity
constraints
and
opportunities to set and execute supply
chain priorities.
•
Uncertainty in supply chains is being
addressed
by
accelerating
supply
resilience activity around dual/multiple
sourcing of key raw materials, where good
progress has been made in the last year.
Maintaining our UK production of key raw
materials ensures we are not solely reliant
on international routes.		 ↑ Increased risk
The
Group
sees
opportunities
for
productivity
improvements through
an
effective
supply
chain
management
system.
Health & Safety
There is a risk that poor safety
performance leads to serious
injury, loss of life, temporary
or permanent site closure –
with potential for exposure to
significant penalties.		 •
Formal
Health
&
Safety
strategy,
framework and refreshed policies in place
with clear KPIs and audits.
•
Launch of Life Saving Rules and ensuring
frequent communication to colleagues on
the importance of those nine rules.
•
Improvements at site levels to ensure
closing off of HSE actions. Increase in
number of safety opportunities reported
across the Group.
•
Significant number of the Groups assets
now have an updated HAZOP (hazard and
operability study) with mitigations.		 → No change.
This remains a high
ongoing risk for the
Group and one that
continues to receive
ongoing
investment
and
monitoring
by
management including
improved
processes
and a refresh of the
hazard
evaluation
programme.

Page 17

REPORT OF THE TRUSTEES (INCORPORATING THE STRATEGIC REPORT) TO THE MEMBERS OF THE SCOTT BADER COMMONWEALTH LIMITED

For the year ended 31 December 2024

Critical Asset failure
A critical asset failure may
have a material effect on our
supply chains, performance
and reputation. In addition to
the failure of aged assets, we
are exposed to the effects of
climate
change.
We
understand that more frequent
extreme weather events and
natural disasters may disrupt
our operations
and increase our costs.		 •
Our asset failure risk management process
is to be strengthened to calibrate rigour
according to the criticality of assets and
risk profile of sites.
•
All our manufacturing sites are to be
categorised as high, medium and low risk
sites based on objective review of site
hazards and strategic importance to Scott
Bader. This will help prioritise resource
and capital expenditure allocation for
critical ageing assets.		 ↑Increased risk.
We will continue to
assess this risk based
on the level of exposure
across our businesses
and their reliance on
aged
critical
equipment.
Cyber
and
information
security
There is a risk that Scott Bader
fails
to
maintain
the
confidentiality, integrity and
availability of information and
key systems leading to a loss
of customer, personnel or
confidential data and resulting
in disruption to our business,
reputational
damage
and
significant fines.		 •
Continued improvement and updating of
our IT systems, including investment in
cloud-based disaster recovery and clear
investment plans to mitigate potential for
obsolescence.
•
Ongoing
assessment
of
data
loss
prevention enablers and tooling.
•
Ongoing penetration testing exercises to
ensure the effectiveness of existing IT
controls.
•
Deep dive review of modern Cyber
Support partners services in light of AI
changing the landscape.		 → No change.
Continued investment
to implement state of
the art IT systems and
firewall security, active
penetration
testing,
data loss prevention
tools
and
data
governance
framework.
It
is
recognised
that
IT
failure could impact the
ability to manufacture
and supply products
and mitigation plans
are being developed.

Financial risks: Financial risks are risks associated with an organisation’s ability to raise capital, maintain access to capital and deliver profitable growth

Financial risks: Financial risks are risks associated with an organisation’s ability to raise capital, maintain access to
capital and deliver profitable growth		 Financial risks: Financial risks are risks associated with an organisation’s ability to raise capital, maintain access to
capital and deliver profitable growth		 Financial risks: Financial risks are risks associated with an organisation’s ability to raise capital, maintain access to
capital and deliver profitable growth		 Financial risks: Financial risks are risks associated with an organisation’s ability to raise capital, maintain access to
capital and deliver profitable growth		 Financial risks: Financial risks are risks associated with an organisation’s ability to raise capital, maintain access to
capital and deliver profitable growth		 Financial risks: Financial risks are risks associated with an organisation’s ability to raise capital, maintain access to
capital and deliver profitable growth
Risk / Uncertainty Mitigation Year-on-year change
Liquidity
There is a risk that the current
levels of working capital,
anticipated
capital
and
investment
significantly
impact liquidity levels across
the Group.
There is a risk that Group’s
financial
results
are
materially
impacted
by
adverse currency movements
leading to volatility in the
reported profits and asset
values and/or the short term
funding options available to
it.		 •
Significant improvement in Treasury
function and cash pooling to enable
liquidity support between entities.
•
Continued close supervision of cash
management activities and forecasting.
•
Active
project
to
improve
foreign
exchange management.
•
Active monitoring of short and medium
term funding options available and suitable
for the Company		 → No change:
The
impact
of
a
significant increase in
capital spending in 2023
and
2024
and
the
challenging
business
environment continues to
have a material impact on
liquidity which requires
more active management.
The foreign exchange
risk is increased due to
fluctuation of the sterling
vis-à-vis other currencies
in markets where we
incur
a
significant
proportion of our profits.

Page 18

REPORT OF THE TRUSTEES (INCORPORATING THE STRATEGIC REPORT) TO THE MEMBERS OF THE SCOTT BADER COMMONWEALTH LIMITED

For the year ended 31 December 2024

People risks: These are risks associated with an organisation’s strategy and relationship with its people, including talent attraction and retention, behaviour and culture, industrial relations and learning and development

People risks: These are risks associated with an organisation’s strategy and relationship with its people, including
talent attraction and retention, behaviour and culture, industrial relations and learning and development		 People risks: These are risks associated with an organisation’s strategy and relationship with its people, including
talent attraction and retention, behaviour and culture, industrial relations and learning and development		 People risks: These are risks associated with an organisation’s strategy and relationship with its people, including
talent attraction and retention, behaviour and culture, industrial relations and learning and development		 People risks: These are risks associated with an organisation’s strategy and relationship with its people, including
talent attraction and retention, behaviour and culture, industrial relations and learning and development		 People risks: These are risks associated with an organisation’s strategy and relationship with its people, including
talent attraction and retention, behaviour and culture, industrial relations and learning and development		 People risks: These are risks associated with an organisation’s strategy and relationship with its people, including
talent attraction and retention, behaviour and culture, industrial relations and learning and development
Risk / Uncertainty Mitigation Year-on-year change
People and Culture
Retaining and developing the
experience and motivation of
our colleagues is critical to
maintaining our ability to
deliver
our
strategic
priorities. Failing to maintain
Scott Bader culture would
significantly
damage
our
ability to perform.		 •
We created a clear understanding of our
people manager expectations and their
importance in delivering our strategy.
•
We built commercial and engineering
capabilities to ensure that we have quality
leadership with appropriate skills to lead
the execution of our strategy.
•
Our employee engagement survey is
helping us ensure that everyone in our
company can share their views.		 → No Change:
The
leadership
competency framework
was reinforced as part of
the
2024
annual
appraisal.

Charity reserves policy

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 SBCW risk register. However, given that the primary source of income is from the donation received from Scott Bader Company Limited (SBCL) this does create a risk for SBCW.

The Trustees reviewed the Charity’s Reserves Policy in April 2024 and agreed that reserves will be held for the following purposes:

The Trustees consider this approach to be reasonable in the light of the need for the money to be readily available for expenditure against the budget and in the unlikely event that no donation is received from SBCL, grants will only be awarded to charities upon receipt of funds from SBCL.

At 31 December 2024, the Charity held total funds of £1,734k (2023: £1,925k) including unrestricted funds (free reserves) of £1,262k (2023: £1,438k). There are earmarked funds set aside to meet essential future spending. £180k is set aside to protect SBCW’s operations from being adversely affected by unanticipated events. £631.2k is budgeted to be spent throughout 2025, and £93.1k is held for future renovations 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 31 December 2024 were £100,849k (2023: £108,847k). These are held to provide working capital for the group.

Conflicts of Interest

SBCW has a set of processes to manage conflicts of interest. These include maintaining a complete and up-to-date register of interests, which is used for the day-to-day management and governance of the Charity. The register contains information about the interests of all parties involved with the Charity, the information on the register is used to identify and manage potential conflicts of interest that may arise in the course of the Charity’s 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

Understanding the issues that are important to our stakeholders is essential and integral to the way in which we develop and execute our business strategy. It is also critical to our long-term success.

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REPORT OF THE TRUSTEES (INCORPORATING THE STRATEGIC REPORT) TO THE MEMBERS OF THE SCOTT BADER COMMONWEALTH LIMITED

For the year ended 31 December 2024

Our approach to Section 172

The Scott Bader Constitution sets out the Governance Principles expected of the Group and SBCL Board and demonstrates how the Group and SBCL Board should make decisions for the long-term success of the Group and its stakeholders, noting the values and behaviours that must underpin the operation of a successful and thriving business. Although the original Constitution pre-dates this section of the Companies Act, its continuing principles are closely aligned with the QCA (Quoted Companies Alliance) Governance Code and conform 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 success of the Group, recognising that the key decisions it makes today will affect long-term performance. The statement considers paragraphs (a) to (f) of Section 172(1) and includes details on how the Group and SBCL Board has considered and engaged with stakeholders.

When making decisions, the Group and SBCL Board considers the needs of our different stakeholder groups as well as the likely consequences that any action taken might have for Scott Bader’s reputation. Stakeholder engagement is at the core of how Scott Bader operates and inform strategic discussions, including any implications for the resilience of our business and the potential impact on our community and environment. It is the 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 Committees considering the interests of our employees. We primarily engage with employees through the Member Directors, Global Members’ Board (“GMB”) and The Commonwealth Board.

Throughout the year, the SBCL Board received reports from management about their engagement with customers.

We recognise that it is not always possible to provide a positive outcome for all stakeholders and that sometimes the SBCL Board must make decisions based on competing priorities. The SBCL Board regularly assesses the outcomes of its decisions and is available to talk to stakeholders when needed. This engagement helps the SBCL Board better 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 term.

Stakeholder engagement in 2024

eholder engagement in 2024
Stakeholder groups How the SBCL Board engaged in 2024
Customers
We work with customers worldwide,
providing the products they need to
address technical and sustainability
challenges in their own
manufacturing processes.		 •
The SBCL Executive
Committee provided
customer related
intelligence and feedback.
•
The SBCL Board approved
a refreshed strategy that
focuses on better flexibility
across our manufacturing
locations striving to make
more efficient use of assets
whilst never compromising
on quality.
•
Given that some areas of
our business have seen
weakened demand, the
SBCL Board kept up to
date with operational
issues, including focus
on key distribution
channels has given us the
ability to ensure we have
the correct partnerships
to ringfence our business,
and position for growth
as economies and
markets recover.
Colleagues
Our success relies on the talent of
our employees. We want them to
feel part of a culture that values
diversity and inclusion, fairness and
transparency.		 •
SBCL ensured that
colleagues were properly
considered as part of the
SBCL reorganisation in line
with the strategy refresh.
•
The SBCL Board
received and considered
two reports on follow-up
actions from the results
of the Best Companies
employee survey.

Page 20

REPORT OF THE TRUSTEES (INCORPORATING THE STRATEGIC REPORT) TO THE MEMBERS OF THE SCOTT BADER COMMONWEALTH LIMITED

For the year ended 31 December 2024

Suppliers
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 more
sustainable supply chain.		 •
Contract coverage,
adherence, cost and forward
pricing were all high on the
agenda for the SBCL Board
throughout 2024.
Management increased the
number of suppliers &
contracts across our highest
spend raw materials thus
improving the competitive
landscape. They also
diversified our supply chain
ensuring we have suppliers
from different geographies
thereby improving security
of supply. A contract
tracking and pricing tool
was implemented that
provides visibility across
our main monomers which
also includes forward
pricing predictions based on
market intelligence.
•
Suppliers are regularly
assessed to ensure they
are aligned with our
values and adhere to our
standards outlined in the
Supplier Code of
Conduct. Our primary
tool for these
assessments is EcoVadis.
•
The SBCL Board
received regular reports
on any contract exposure,
main monomer price
movements and impacts
on profitability.
Employee Owners
As an Employee-Owned business,
with a defined Constitution, we have
a responsibility to deliver long term
value for our employee owners.		 •
The SBCL Chair, CEO and
CFO provide the SBCL
Board with updates from
their meetings with the
Global Members’ Board.
•
There is a standing agenda
item at all SBCL Board
meetings for the Chair of
the Global Members’ Board
to share colleagues
feedback with the SBCL
Directors.
•
The Chief Executive
Officer and Chief Financial
Officer met with a number
of employee Councils.
•
The Member Directors
are encouraged to share
Colleagues sentiments at
the SBCL Board
meetings.
•
The SBCL Chair is a
member of the Global
Members’ Board and a
Director of The Scott
Bader Commonwealth
Limited, the parent of the
Company and this aids
good governance
between the three bodies.
•
The Chief Executive
Officer visited all plants
in Q1 of 2024.

In carrying 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.

Colleagues

We recognise that our people are fundamental to the success of the business. We are committed to investing in our Colleagues and in 2024 we took a strategic approach to further engage and develop our workforce. We continue to improve our approach to appraisals and giving feedback. Performance of Colleagues is assessed by refence to an agreed set of objectives that align with our strategy and values. Annual salary reviews are determined by benchmarking and performance against agreed objectives.

We value the thoughts and views of our Colleagues and encourage regular feedback through various communication channels. In 2024 Sam Boustred, GMB Chair and Director of the Company visited our sites in France and US and held town hall meetings.

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REPORT OF THE TRUSTEES (INCORPORATING THE STRATEGIC REPORT) TO THE MEMBERS OF THE SCOTT BADER COMMONWEALTH LIMITED

For the year ended 31 December 2024

Communities

We aim to contribute in a proactive and positive way to the communities in which we operate. We encourage Colleagues to volunteer and provide all Colleagues with a paid day in each 12 month period to volunteer.

The AGM is accessible to all members of The Scott Bader Commonwealth Limited, (the parent of the Company) through the use of video conference. We have three Member Directors on the Board who keep the Board appraised of issues important to employee owners.

Principal decisions in 2024

This was another busy year for the SBCL Board, and one in which several key decisions were taken. The SBCL Board considers section 172 in their decision-making processes.

Principal activities

The principal activity of the Group continued to be that of the production and distribution of chemicals and related products. The Company continues to act as the holding company for the Group’s trading companies.

Future Plans

During 2025 SBCW plans to meet its charitable aims by delivering the following.

Going Concern

When assessing the going concern principle for the Commonwealth, considerations of the Trustees include, but are not limited to the following; the Financial position of the Group as at 31 December 2024, the most recent cash position, the projected cashflows and the availability and headroom of the financing facilities across the group, including the ability to meet future covenants.

The performance of the Group in the year to date is below last year as a result of continuing supressed economic activity impacting Scott Bader’s customers. The Group has taken a number of restructuring actions to address this for the long term and as a result did not trade profitably in the year. The Group obtained a waiver from its lending partner for one of the two covenant tests required to be met quarterly for which it was not in compliance.

Given continuing economic uncertainty, performance forecasts to June 2026 have been generated under a variety of scenarios, including the application of prudent, worst-case assumptions. In addition, several mitigating actions have been considered in relation to each model, including options to reduce both costs and capital expenditure without impacting on the day to day operations of the business. On the basis of these forecasts, the Directors remain confident that the Group will be sufficiently well capitalised and able to meet all lending covenants for the foreseeable future.

Page 22

REPORT OF THE TRUSTEES (INCORPORATING THE STRATEGIC REPORT) TO THE MEMBERS OF THE SCOTT BADER COMMONWEALTH LIMITED

For the year ended 31 December 2024

Having considered the financial forecasts and the mitigating actions available to adequately preserve cash and reduce cost, should this be necessary, the Directors are confident that the Group remains a going concern, and that the results within this document represent a true and fair view of the position of the Group and Charity.

Auditor

RSM UK Audit LLP have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.

Statement as to disclosure of information to auditors

In so far as the Trustees are aware:

The Report of the Trustees is approved by order of the board of Trustees and the Strategic Report (included therein) is approved by the board of Trustees in their capacity as the directors at a meeting on 20 May 2025 and signed on its behalf by:

Richard Tapp

Paul L Smith

Richard Tapp Trustee

Paul Smith Trustee

Page 23

TRUSTEES’ RESPONSIBILITIES STATEMENT

For the year ended 31 December 2024

Trustees’ responsibilities statement

The Trustees who are also the directors of the Scott Bader Commonwealth Limited (for the purpose of company law) are responsible for preparing the Report of the Trustees including the Strategic Report and the Directors’ Report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102: The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

The Trustees’ powers and responsibilities are defined in the Articles of Association of SBCW in furtherance of which SBCW has and may exercise the power to exercise oversight of the Scott Bader Group to ensure appropriate governance risk and compliance processes are in place to ensure the long-term success of the business.

Company law requires the Trustees to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the group and the charitable company and of the income and expenditure of the charitable group for that period.

In preparing those financial statements, the Trustees are required to:

The Trustees are responsible for maintaining proper accounting records which disclose with reasonable accuracy at any time the financial position of the group and the charitable company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the charitable company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Trustees are responsible for the maintenance and integrity of the corporate and financial information included on the charitable company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Page 24

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF THE SCOTT BADER COMMONWEALTH LIMITED

Opinion

We have audited the financial statements of The Scott Bader Commonwealth Limited (the ‘parent charitable company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2024 which comprise the Group and Charity Statements of Financial Activities (incorporating an income and expenditure account), Group and Charity Balance Sheets, Group Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting 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).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent charitable company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Trustees’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group’s or parent charitable company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the Trustees with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the Report of the Trustees other than the financial statements and our auditor’s report thereon. The Trustees are responsible for the other information contained within the Report of the Trustees. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

Page 25

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF THE SCOTT BADER COMMONWEALTH LIMITED

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent charitable company and their environment 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 have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of trustees

As explained more fully in the Statement of Trustees’ Responsibilities set out on page 24, the Trustees (who are also the directors of the charitable company for the purposes of company law) are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Trustees determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditor’s responsibilities for the audit of the financial statements

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

The extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit 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 misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the group audit engagement team and component auditors:

Page 26

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF THE SCOTT BADER COMMONWEALTH LIMITED

As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, Charities SORP (FRS 102), Companies Act 2006, Charities Act 2011, the parent charitable company’s governing document and tax legislation. We performed audit procedures to detect noncompliances which may have a material impact on the financial statements which included reviewing the financial statements including the Trustees’ Report, remaining alert to new or unusual transactions which may not be in accordance with the governing documents, inspecting correspondence with local tax authorities and evaluating any advice 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 health and safety and environmental compliance. We performed audit procedures to inquire of management and those charged with governance whether the group is in compliance with these laws and regulations and inspected correspondence with licensing or regulatory authorities.

The group audit engagement team identified the risk of management override of controls and revenue recognition as the areas where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business, review of accounting policies in relation to revenue recognition and sample testing revenue.

All relevant laws and regulations identified at a Group level and areas susceptible to fraud that could have a material effect on the consolidated financial statements were communicated to component auditors. Any instances of noncompliance with laws and regulations identified and communicated by a component auditor were considered in our group audit approach.

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

Use of our report

This report is made solely to the 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 that 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 purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the charitable company and the charitable company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

GARETH JONES (Senior Statutory Auditor)

For and on behalf of RSM UK Audit LLP, Statutory Auditor Chartered Accountants Rivermead House 7 Lewis Court Grove Park Leicester Leicestershire

23/05/25

Page 27

THE SCOTT BADER COMMONWEALTH LIMITED

GROUP AND CHARITY STATEMENTS OF FINANCIAL ACTIVITIES (incorporating an income and expenditure account)

For the year ended 31 December 2024

Notes
Income from:
Donations
Other trading activities:
Commercial trading operations
Investments
5
Total income
4
Expenditure on:
Raising funds:
Commercial trading operations
Charitable activities
9
Total expenditure
6
Net (expenditure)/income
excluding joint venture income
Share of net income from joint
ventures
15
Net (expenditure)/income before
tax for the financial year
Net losses on investments
15
Tax payable
10
Net expenditure before other
comprehensive income
7
Attributable to the owner
Attributable to Non-Controlling
Interest
Other comprehensive income:
Actuarial loss on defined benefit
pension
23
Change in value of hedging
instrument
17
Currency translation differences
Deferred tax on other recognised
gains and losses
10
Net movement in funds
Attributable to the owner
Attributable to the NCI
Net movement in funds
Total funds brought forward
25
Total funds carried forward
25		 Group
2024
Unrestricted
2023
Unrestricted
£’000
£’000
-
-
252,343
273,301
252,343
273,301
2,237
1,253
254,580
274,554
(258,149)
(273,702)
(689)
(335)
(258,838)
(274,037)
(4,258)
517
46**
221		 Group
2024
Unrestricted
2023
Unrestricted
£’000
£’000
-
-
252,343
273,301
252,343
273,301
2,237
1,253
254,580
274,554
(258,149)
(273,702)
(689)
(335)
(258,838)
(274,037)
(4,258)
517
46**
221		 Charity
2024
Unrestricted
2023
Unrestricted
£’000
£’000
466
316
-
-
466
316
47
51
513
367
-
-
(689)
(379)
(689)
(379)
(176)
(12)
-**
-		 Charity
2024
Unrestricted
2023
Unrestricted
£’000
£’000
466
316
-
-
466
316
47
51
513
367
-
-
(689)
(379)
(689)
(379)
(176)
(12)
-**
-
316
51
367
-
(379)
(379)
(12)
-
(4,212)
(15)
(1,149)
(5,376)
(5,394)
18

(981)
(13)
(1,873)
245
(7,998)
(8,016)
18
(7,998)
108,847
100,849		 738
-
(875)
(137)
(168)
31
(4,061)
(13)
(2,050)
1,015
(5,246)
(5,277)
31
(5,246)
114,093
108,847		 (176)
(15)
-
(191)
-
-

-
-
-
-
(191)
-
-
(191)
1,925
1,734		 (12)
-
-
(12)
-
-
-
-
-
-
(12)
-
-
(12)
1,937
1,925

*Unrestricted funds include designated funds and movement on these funds can be seen in note 25.

The accompanying accounting policies and notes form an integral part of these financial statements.

Page 28

THE SCOTT BADER COMMONWEALTH LIMITED GROUP AND CHARITY BALANCE SHEETS At 31 December 2024

Notes
Fixed assets
Intangible fixed assets
12
Tangible fixed assets
13
Investment property
15
Investments in subsidiaries
14
Interests in joint ventures
14/15
Current assets
Stocks
16
Debtors
17
Debtors greater than one year
18
Investments
Cash at bank and in hand
Current liabilities
Creditors: amounts falling due within one year
19
Net current assets
Total assets less current liabilities
Creditors: amounts falling due after more than one
year
20
Provisions
22
Net assets excluding pension asset
Pension asset
23
Net assets
Reserves:
Unrestricted funds:
General reserve funds
Unrestricted income funds
25
Designated funds
Fair Value Reserve
25
Total charity funds attributed to owners
Non-Controlling interest
Non – Controlling interest
25		 Group
2024
2023
£’000
£’000
8,333
10,139
61,982
62,904
480
495
-
-
-
392
70,795
73,930

27,614
35,675
43,523
44,649
3,919
2,058
200
-
10,380
16,866
85,636
99,248

50,834
58,618

34,802
40,630
105,597
114,560

387
3,531
8,814
6,472
9,201
10,003

96,396
104,557

4,453
4,290


100,849
108,847



100,276
108,277

472
487
100,748
108,764

101
83


100,849
108,847		 Charity
2024
2023
£’000
£’000
-
-
-
-
480
495
-
-
-
-
480
495

-
-
14
316
-
-
200
-
1,095
1,163
1,309
1,479

55
49

1,254
1,430
1,734
1,925

-
-
-
-
-
-

1,734
1,925

-
-

1,734
1,925



1,262
1,438

472
487
1,734
1,925

-
-

1,734
1,925		 Charity
2024
2023
£’000
£’000
-
-
-
-
480
495
-
-
-
-
480
495

-
-
14
316
-
-
200
-
1,095
1,163
1,309
1,479

55
49

1,254
1,430
1,734
1,925

-
-
-
-
-
-

1,734
1,925

-
-

1,734
1,925



1,262
1,438

472
487
1,734
1,925

-
-

1,734
1,925
-
316
-
-
1,163
1,479
49
1,430
1,925
-
-
-
1,925
-
1,925
1,438
487
1,925
-
1,925

The financial statements on pages 28 to 67 were approved by the board of Trustees on 20 May 2025 and signed on their behalf by:

Richard Tapp Richard Tapp Trustee

Paul Smith Paul L Smith Trustee

Company number: 496082

The accompanying accounting policies and notes form an integral part of these financial statements.

Page 29

THE SCOTT BADER COMMONWEALTH LIMITED

GROUP STATEMENT OF CASH FLOWS

For the year ended 31 December 2024

Notes
Net cash provided by operating activities
26
Taxation (paid)/received
Net cash generated from operating activities
Cash flows from investing activities
Purchase of tangible assets
Purchase of intangible assets
Proceeds from disposals of tangible assets
Dividends received from joint ventures
Acquisition of subsidiary
Investment in current assets
Rental income received
Interest received
Net cash used in investing activities
Cash flows from financing activities
Repayment of bank loans
Interest paid
Net cash used in financing activities
Net decrease in cash and cash equivalents
Effect of exchange rates
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Cash and cash equivalents consist of:
Cash at bank and in hand
Bank overdrafts
Cash and cash equivalents at the end of the year
2024
£’000
£’000
8,371
(1,015)
7,356
(4,378)
(994)
554
-
(1,799)
(200)
27
1,163
(5,627)
(4,343)
(2,167)
(6,510)

(4,781)
-
9,019
4,238

10,380
(6,142)
4,238		 2023
£’000
£’000
12,404
696
13,100
(12,072)
(925)
322
222
-
-
34
376
(12,043)
(417)
(1,455)
(1,872)
(815)
(409)
10,243
9,019
16,866
(7,847)
9,019		 2023
£’000
£’000
12,404
696
13,100
(12,072)
(925)
322
222
-
-
34
376
(12,043)
(417)
(1,455)
(1,872)
(815)
(409)
10,243
9,019
16,866
(7,847)
9,019
(815)
(409)
10,243
9,019
16,866
(7,847)
9,019

The accompanying accounting policies and notes form an integral part of these financial statements.

Within cash and cash equivalents there is a balance of £nil (2023: £464k) that is held in an escrow account. This escrow account has been established in agreement with the defined benefit pension scheme and the group have been making agreed payments into the account. Further information is included in note 23.

Page 30

THE SCOTT BADER COMMONWEALTH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

1. STATEMENT OF COMPLIANCE

The Scott Bader Commonwealth Limited is a private company, limited by guarantee, incorporated in England and Wales and domiciled in England. The company number is 496082 and the registered office is Wollaston Hall, Wollaston, Wellingborough, Northamptonshire, NN29 7RL.

The financial statements have been prepared in compliance with Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) - (Charities SORP (FRS 102)), the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) and the Companies Act 2006.

Principal activities are noted in the Report of the Trustees.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these consolidated and separate financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Basis of preparation

These financial statements are prepared on a going concern basis, under the historical cost convention, as modified by the measurement of certain financial assets and liabilities measured at fair value.

The charitable company constitutes a public benefit entity as defined by FRS102.

The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group and Company accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 3.

Reduced disclosures

In accordance with FRS 102, the Charity has taken advantage of the exemptions from the following disclosure requirements:

Going Concern

When assessing the going concern principle for the Commonwealth, considerations of the Trustees include, but are not limited to the following; the Financial position of the Group as at 31 December 2024, the most recent cash position, the projected cashflows and the availability and headroom of the financing facilities across the group, including the ability to meet future covenants.

The performance of the Group in the year to date is below last year as a result of continuing supressed economic activity impacting Scott Bader’s customers. The Group has taken a number of restructuring actions to address this for the long term and as a result did not trade profitably in the year. The Group obtained a waiver from its lending partner for one of the two covenant tests required to be met quarterly for which it was not in compliance.

Given continuing economic uncertainty, performance forecasts to June 2026 have been generated under a variety of scenarios, including the application of prudent, worst-case assumptions. In addition, several mitigating actions have been considered in relation to each model, including options to reduce both costs and capital expenditure without impacting on the day to day operations of the business. On the basis of these forecasts, the Directors remain confident that the Group will be sufficiently well capitalised and able to meet all lending covenants for the foreseeable future.

Having considered the financial forecasts and the mitigating actions available to adequately preserve cash and reduce cost, should this be necessary, the Directors are confident that the Group remains a going concern, and that the results within this document represent a true and fair view of the position of the Group and Charity.

The accounts are prepared on the going concern basis.

Page 31

2. ACCOUNTING POLICIES (CONTINUED)

THE SCOTT BADER COMMONWEALTH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

Group financial statements and basis of consolidation

These financial statements consolidate the results of the 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 financial and operating policies of an entity so as to obtain benefits from its activities.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures.

In the group financial statements, joint ventures are accounted for using the equity method.

Where a subsidiary has different accounting policies to the Group, adjustments are made to those subsidiary financial statements to apply the Group’s accounting policies when preparing the consolidated financial statements.

All intra-Group transactions, balances, income and expenses are eliminated on consolidation. Adjustments are made 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 presentation currency

The Group financial statements are presented in pound sterling and rounded to thousands. The Charity’s functional and presentation currency is the pound sterling.

(ii) Transactions and balances

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

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

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of financial activities.

(iii) Translation

The trading results of Group undertakings are translated into sterling at the average exchange rates for the year. The assets and liabilities of overseas undertakings, including goodwill and fair value adjustments arising on acquisition, are translated at the exchange rates ruling at the year end. Exchange adjustments arising from the retranslation of opening net assets and from the translation of the profits or losses at average rates are included in other recognised gains and losses.

Income recognition

Income recognition includes income recognised in the Group’s trading activities.

Income is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied or services rendered, net of returns, discounts and rebates allowed by the Group and value added taxes.

The Group recognises income when (a) the significant risks and rewards of ownership have been transferred to the buyer; (b) the Group retains no continuing involvement or control over the goods; (c) the amount of income can be measured reliably; (d) it is probable that future economic benefits will flow to the entity.

(i) Sale of goods

The risks and rewards of ownership of goods are deemed to have been transferred when the goods are shipped to, or picked up by the customer.

(ii) Interest income

Interest income is recognised using the effective interest rate method.

(iii) Rental income

Rental income is recognised on a straight line basis over the life of the rental period.

Page 32

2. ACCOUNTING POLICIES (CONTINUED)

THE SCOTT BADER COMMONWEALTH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

Income recognition (continued)

(iv) Donation income

Donation income including donations, gifts and grants that provide core funding to address any immediate needs or costs of the charity or of a general nature are recognised where there is entitlement, receipt is probable and the amount can be measured with sufficient 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 term benefits

Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the service is received.

(ii) Defined contribution pension plans

The Group operates a number of country-specific defined contribution plans for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid, the Group has no further payment obligations. The contributions are recognised as an expense when they are due. Amounts not paid are shown in accruals in the balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

(iii) Defined benefit pension plan

The Group operates a defined benefit plan for certain UK employees. This scheme was closed to future accrual from 1 April 2006. A defined benefit plan defines the pension benefit that the employee will receive on retirement, usually dependent upon several factors including age, length of service and remuneration. A defined benefit plan is a pension plan that is not a defined 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 reporting date less the present value of the defined benefit obligation at the reporting date.

The defined benefit obligation is calculated using the projected unit credit method. Annually the Group engages independent actuaries to calculate the obligation. The present value is determined by discounting the estimated future payments using market yields on high quality corporate bonds that are denominated in sterling and that have terms approximating the estimated 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 appropriate valuation techniques.

The retirement benefit obligation recognised represents the deficit or surplus in the defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plan or reductions in future contributions from the plan.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other recognised gains and losses. These amounts together with the return on plan assets, less amounts included in net interest, are disclosed as ‘Actuarial (loss)/gain on defined benefit pension’.

The cost of the defined benefit plan, recognised in profit or loss as employee costs, except where included in the cost of an asset, comprises:

(b) the cost of plan introductions, benefit changes, curtailments and settlements.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is recognised in profit or loss as ‘Interest payable and similar charges’.

(iv) Other retirement 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.

Page 33

2.

THE SCOTT BADER COMMONWEALTH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

ACCOUNTING POLICIES (CONTINUED)

(v) Annual 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 constructive 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 current and deferred tax recognised in the reporting period. Tax is recognised in the statement of financial activities, except to the extent that it relates to items in other recognised gains and losses. In this case, tax is also included in other recognised gains and losses.

Current or deferred taxation assets and liabilities are not discounted.

(i) Current tax

Current tax is the amount of income tax payable in respect of the taxable profit for the year or prior years. Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the period end.

(ii) Deferred tax

Deferred tax arises from timing differences that are differences between taxable profits and total net income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements.

Deferred tax is recognised on all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are only recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

(iii) 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 asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

(iv) Offsetting deferred tax assets and liabilities

Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority.

Business combinations and goodwill

Business combinations are accounted for by applying the purchase method. The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction.

On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities.

Goodwill recognised represents the excess of the fair 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 liabilities acquired.

On acquisition, goodwill is allocated to cash-generating units (‘CGU’s’) that are expected to benefit from the combination.

Goodwill is amortised over its expected useful life. Where the Group is unable to make a reliable estimate of useful life, goodwill is amortised up to a period of 0 to 10 years. Goodwill is assessed for impairment when there are indicators of impairment and any impairment is charged to the statement of financial activities.

Page 34

THE SCOTT BADER COMMONWEALTH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

2. ACCOUNTING POLICIES (CONTINUED)

Intangible assets

Intangible assets are stated at cost or fair value at acquisition date less accumulated amortisation and accumulated impairment losses. Amortisation is calculated, using the straight-line method, to allocate the depreciable amount of the assets to their residual values over their estimated useful lives, of up to 10 years, in line with the Trustees’ (Directors’) assessment of the beneficial period.

Goodwill 0 – 10 years Technology 0 – 10 years Customer Lists 0 – 10 years

Tangible fixed assets and depreciation

Tangible assets are stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation is calculated, using the straight-line method, to allocate the depreciable amount of the assets to their residual values over their estimated useful lives.

(i) Land & buildings

Land and buildings are stated at cost (or deemed cost for land and buildings held at valuation at the date of transition to FRS 102) less accumulated depreciation and accumulated impairment losses.

Leasehold properties are amortised in equal instalments over the lesser of the unexpired term of the relevant lease or fifty years, except that premiums paid or receivable on the acquisition of leasehold properties applicable to rental benefits are written off over the period to the first open market rent review.

(ii) Plant and machinery and fixtures, fittings, tools and equipment

Plant and machinery and fixtures, fittings, tools and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.

(iii) Depreciation and residual values

Freehold land is not depreciated. Depreciation on other assets is calculated, using the straight-line method, to allocate the 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 equipment 3-20 years Motor vehicles 4-5 years

Assets in the course of construction are stated at cost. These assets are not depreciated until they are available for use.

Impairment of fixed assets

An assessment is made at each reporting date of whether there are indications that a fixed asset may be impaired or that an impairment loss previously recognised has fully or partially reversed. If such indications exist, the Group estimates the recoverable amount of the asset or, for goodwill, the recoverable amount of the cash-generating unit to which the goodwill belongs.

Shortfalls between the carrying value of fixed assets and their recoverable amounts, being the higher of fair value less costs to sell and value-in-use, are recognised as impairment losses. Impairments of revalued assets are treated as a revaluation loss. All other impairment losses are recognised in profit or loss.

Any impairment loss recognised for goodwill is not reversed. For fixed assets other than goodwill, recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Reversals of impairment losses are recognised in profit or loss or, for revalued assets, as a revaluation gain. On reversal of an impairment loss, the depreciation or amortisation is adjusted to allocate the asset’s revised carrying amount (less any residual value) over its remaining useful life.

Leased assets

At inception, the Group assesses 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

2. ACCOUNTING POLICIES (CONTINUED)

THE SCOTT BADER COMMONWEALTH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

Leased assets (continued)

(i) Finance leased assets

Leases of assets that transfer substantially all the risks and rewards incidental to ownership are classified as finance leases.

Finance leases are capitalised at commencement of the lease as assets at the fair value of the leased asset or, if lower, the present value of the minimum lease payments calculated using the interest rate implicit in the lease.

Where the implicit rate cannot be determined the Group’s incremental borrowing rate is used. Incremental 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 term and the estimated useful life of the asset. Assets are assessed for impairment at each reporting date.

The capital element of lease obligations is recorded as a liability on inception of the arrangement. Lease payments are apportioned between capital repayment and finance charge, using the effective interest rate method, to produce a constant rate of charge on the 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 leases. 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

Incentives received 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.

Incentives received to enter into an operating lease are credited to the profit and loss account, to reduce the lease expense, on a straight-line basis over the period of the lease.

The Group has taken advantage of the exemption in respect of lease incentives on leases in existence on the date of transition to FRS 102 (1 January 2014) and continues to credit such lease incentives to the statement of financial activities over the period to the first review date on which the rent is adjusted to market rates.

Investments

Charity investment in subsidiaries and joint ventures are held at cost less accumulated impairment losses. Group investments in joint ventures are stated in the group balance sheet at the group's share of their net assets. The group's share of profits less losses of joint ventures is included in the group statement of financial activities.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell. Stocks are recognised as an expense in the period in which the related revenue is recognised.

Cost is determined on the first-in, first-out (FIFO) method. 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 manufactured finished goods includes design costs, raw materials, direct labour and other direct costs and related production overheads (based on normal operating capacity).

At the end of each reporting period, stock is assessed for impairment. If an item of stock is impaired, the identified stock is reduced to its selling price less costs to complete and sell and an impairment charge is recognised in the statement of financial activities. Where a reversal of the impairment is required the impairment charge is reversed, up to the original impairment loss, and is recognised as a credit in the statement of financial activities.

Page 36

THE SCOTT BADER COMMONWEALTH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

2. ACCOUNTING POLICIES (CONTINUED)

Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts.

Cash held within accounts with a notice period of three months or more are held in current asset investments.

Provisions and contingencies

(i) Provisions

Provisions are recognised when the Group 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 settle 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 required in settlement is determined 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 are measured at the present value of the expenditures expected to be required to settle the obligation using a pretax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as a finance cost.

(ii) Contingencies

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 probable that there will be an outflow of resources or that the amount cannot be reliably measured at the reporting date; or

when the existence will be confirmed 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 outflow of resources is remote.

Contingent assets are not recognised. Contingent assets are disclosed in the financial statements when an inflow of economic benefits is probable.

Financial instruments

The Group has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.

(i) Financial assets

Basic financial assets, including trade and other debtors, amounts owed by group undertakings, cash and bank balances and listed investments are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period, financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are derecognised when

(a) the contractual rights to the cash flows from the asset expire or are settled, or

(b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or

(c) despite having retained some significant risks and rewards of ownership, 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.

(ii) 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 instrument is measured at the present value of the future receipts discounted at a market rate of interest.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Page 37

THE SCOTT BADER COMMONWEALTH LIMITED

2. ACCOUNTING POLICIES (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

(ii) Financial liabilities (continued)

Bills of exchange are recognised at face value and recorded at amortised cost until the date of maturity and the payment against it is realised.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments.

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured 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 they flow through Other Comprehensive Income.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled, or expires.

Research and development costs

Expenditure on research and development is written off as incurred.

Fund accounting

General funds are unrestricted funds which are available for use at the discretion of the Trustees in furtherance of the general objectives of the Charity and which have not been designated for other purposes.

Designated funds comprise unrestricted funds that have been set aside by the Trustees for particular purposes. If applicable, the aim and use of each designated fund is set out in the notes to the financial statements.

All funds are general except for the fair value reserve which is 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 constructive obligation arises that results in the payment being unavoidable.

Investment property

Investment properties are initially recognised at cost which includes purchase cost and any directly attributable expenditure. Investment properties are carried at fair value with changes in fair value being recognised in the statement of financial activities. The cumulative fair value movement is presented in a Fair Value Reserve (designated fund).

3. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATION UNCERTAINTY

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Page 38

NOTES TO THE FINANCIAL STATEMENTS

THE SCOTT BADER COMMONWEALTH LIMITED

For the year ended 31 December 2024

Critical accounting estimates and assumptions

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

(i) Impairment of debtors (note 17)

The Group makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.

(ii) Provisions (note 22)

Provision is made for various employee benefits payable on retirement or exit from the Group. These provisions require management’s best estimate of the costs that will be incurred based on legislative and contractual requirements. In addition, the timing of the cash flows and the discount rates used to establish net present value of the obligations require management’s judgement.

Provision is also made for potential future tax liabilities incurred within the group, and for the release of any such provisions, as a result of prior year restatements. These provisions require management’s best estimate of the costs that will be incurred based on available expert opinion and legislative requirements.

Provision is also made for potential future payment for the required restitution of land when subsidiary companies vacate premises currently occupied. These provisions require management’s best estimate of the costs that will be incurred based on available expert opinion and legislative requirements.

(iii) Defined benefit pension scheme (note 23)

The Group has obligations to pay pension benefits to 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 rate on corporate bonds. Management estimates these factors in determining the net pension obligation in the balance sheet. The assumptions reflect 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 be payable based upon the historical pattern of customer claims and any known uninsured product liability.

(v) Contingent consideration (note 12)

The Group fair values contingent consideration based on latest available information as detailed in note 12.

(vi) Intangible Assets & Goodwill (note 12)

The Group reviews the carrying value of its intangible assets to determine if there is any indication that those assets are impaired. The group’s intangible assets and goodwill predominantly relate to its acquisition of the remaining 50% of its Joint Venture in India in 2022. Whilst the business has faced overall trading headwinds it is not assessed that sufficiently triggers a formal impairment assessment. The Group’s long term strategic plan supports the value of the assets acquired.

(vii) Deferred Taxation (note 10, note 17, note 18 and note 22)

As discussed elsewhere in the report the Group is forecast to return to a profitable tax paying position in 2025 and beyond having taken steps to restructure the business during a turbulent 2024, despite ongoing uncertainty in the global macro-economic environment.

The group has therefore recognised a £6.2m deferred tax asset, which is dependent on the existence of future taxable profits to enable the utilisation of brought forward taxable losses available. In order to support the recognition of the £7.5m deferred tax asset on losses, modelling was undertaken to review the recovery period of the deferred tax asset. The modelling was based on management forecasts, consistent with that used for the going concern assessment and asset impairment testing and showed that the deferred tax asset on losses is expected to be recovered by 2027.

We have assessed that the current group structure continues to be sustainable under the tax law substantively enacted at the balance sheet date and the Group’s intentions and therefore that the recoverability of the deferred tax asset recognised is probable in line with FRS102.

Page 39

4. ANALYSIS OF TOTAL INCOME

THE SCOTT BADER COMMONWEALTH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

ANALYSIS OF TOTAL INCOME
External turnover of Scott Bader Company Limited and its subsidiaries

Investment income
Donation from Scott Bader Company Limited
 Group
2024
2023
£’000
£’000
252,343273,301
2,237
1,253
-
-
254,580
274,554		 Charity
2024
2023
£'000
£'000
-
-
47
51
466
316
513
367
254,580 274,554 513

External turnover of Scott Bader Company Limited and its subsidiaries by geographical market is analysed below:

UK and Eire
Continental Europe
Rest of World		 2024
2023
£’000
£’000
44,191
41,896
88,828
100,468
119,324
130,937
252,343
273,301

5. INVESTMENT INCOME

INVESTMENT INCOME
Rental income
Interest receivable and similar income
ANALYSIS OF TOTAL EXPENDITURE
Raising funds:
Staff costs (including related costs) (note 11)
Other trading costs
Total expenditure on commercial trading operations
Charitable activities (note 9)
Total expenditure		 Group
Charity
20242023
2024
2023
£’000£’000
£’000
£’000
35
34
27
34
2,202
1,219
20
17
2,237
1,253
47
51
Group
2024
2023
£’000
£’000
45,912
46,171
212,237
227,531		 Charity
2024
2023
£’000
£’000

-
-

-
-
258,149
689
273,702

335
-

689
-

379

379
258,838
274,037
689

6. ANALYSIS OF TOTAL EXPENDITURE

Page 40

THE SCOTT BADER COMMONWEALTH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

7. NET EXPENDITURE

NET EXPENDITURE
Group Charity
2024 2023 2024 2023
Net expenditure is stated after charging / (crediting) the following
items: £’000 £’000 £’000 £’000
Research and development
3,731		 3,354 - -
Depreciation and amortisation 5,517 6,621 - -
Net interest on DB Pension Scheme 218 (383) - -
(Gain)/loss on disposal of tangible assets (436) 8 - -
Impairment of trade debtors 285 (99) - -
Impairment of stocks 1,060 (154) - -
Operating lease charges 2,166 1,706 - -
Foreign exchange loss 229 1,172 - -
Auditor's remuneration:
Fees payable to the Charity's auditors:
-
for the audit of the Charity's financial statements		 24 23 24 23
-
for the audit of the Charity's subsidiaries		 433 373 - -
Other non-audit fees 163 156 9 9

In 2023, the audit fees of the Charity itself were paid by Scott Bader Company Limited.

8. INTEREST PAYABLE AND SIMILAR CHARGES

INTEREST PAYABLE AND SIMILAR CHARGES
Interest expense on bank loans and overdrafts
Interest expense on other loans
Total interest payable and similar charges		 Group
2024
2023
£’000
£’000
1,895
1,370
271
85
2,166
1,455
2,166 1,455

Page 41

THE SCOTT BADER COMMONWEALTH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

9. EXPENDITURE ON CHARITABLE ACTIVITIES

The Scott Bader Commonwealth Limited has a policy of making grants to organisations and not individuals. Information about the charitable donations (grants) made by The Scott Bader Commonwealth Limited during 2024 is provided below. The amount available to each location in the Scott Bader Group is proportionate to the number of people employed at that location. Grants are recommended by all of the locations where SBCL operates and are submitted via a grant management tool called 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 form long term relationships with the charities that they consider are looking after the welfare of those less fortunate in the communities where they operate.

UK Fund (Glocal Fund)

Charity Name
UK Nomination Scheme
Baby Basics Northampton (P)
Cransley Hospice Trust (P)
Dentaid The Dental Charity (P)
Earls Barton Primary School (Ed)
Emmaus Turvey Limited (Ed)
Energy Sparks (En)
Fareshare Midlands (P)
Natural Breaks Limited (P)
Northampton Hope Centre (P)
Northampton Mind (Ed)
Northamptonshire Domestic Abuse Service (P)
Partnership for Children (Ed)
Read for Good (P)
Spencer Contact (P)
The Northamptonshire Community Foundation (P)
Teamwork Trust (Ed)
The Compassionate Friends (Ed)
The Outward Bound Trust (Ed)
The Reanella Trust (P)
Wollaston & Strixton Pre-School (Ed)		 2024
£’000
11.6
3.0
0.5
4.0
1.5
2.4
4.0
2.0
4.0
2.0
2.0
3.0
3.8
3.8
3.9
3.1
2.0
1.2
3.6
4.0
2.0
67.4

In the prior year, the charity made twelve grants to charitable institutions totalling £67.4k under the UK Fund.

Ireland (Glocal Fund)

Charity Name
Barnardo’s (Ed)
Extern Ireland (P)
 2024
£’000
2.1
2.2
4.3

In the prior year, the charity made two grants to charitable institutions in Ireland totalling £4.3k.

Page 42

THE SCOTT BADER COMMONWEALTH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

9. EXPENDITURE ON CHARITABLE ACTIVITIES (CONTINUED)

France (Glocal Fund)

Charity Name
Small donations
Association Les Fees Sourires (P)
Association Secours Populaire (P)
La Bonne Casse (P)
For Senegal (P)
Initi’elles (P)
Nouvelle Ere (En)
Maisons D’Accueil I’llot (P)		 2024
£’000
5.9
1.3
1.3
3.0
3.4
3.3
1.2
3.3
22.7

In the prior year, the charity made ten grants to charitable institutions in France totalling £24.6k.

Croatia (Glocal Fund)

Charity Name
International Association of Natural Health (Ed)
Izaberi Zivot (P)
Mali Zmaj (Ed)
MS Pilates (Ed)		 2024
£’000
0.3
7.3
9.9
2.0
19.5

In the prior year, the charity made three grants to charitable institutions in Croatia totalling £19.0k.

South Africa (Glocal Fund)

Charity Name
African Wanderers Football Club Academy (Ed)
Enhalalahahle Creche (Ed)
Focus On iThemba (Ed)
Hammarsdale Cato Ridge Development Association (En)
Hammarsdale Athletics Club (P)
Lulama Trust (En)
Okhule Edu-Care Centre (Ed)
Rally to Read (Ed)
Starfish Greathearts Foundation (Ed)
Tholulwazi Creche and Pre-School (Ed)		 2024
£’000
1.5
1.5
1.7
1.7
1.5
1.5
1.5
1.5
1.5
1.4
15.3

In the prior year, the charity made ten grants to charitable institutions in South Africa totalling £15.0k.

Page 43

THE SCOTT BADER COMMONWEALTH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

9. EXPENDITURE ON CHARITABLE ACTIVITIES (CONTINUED)

Dubai (Glocal Fund)

Dubai (Glocal Fund)
Charity Name
MAAN Education & Health Development Organisation (Ed)
Fazilia Trust Pakistan (Ed)
Royal Commonwealth Society for the Blind (Ed)
Ruchika Social Service Organisation (P)
SOS Children’s Village Philippines (Ed)
The Rainbow Centre Sri Lanka (Ed)
Trust for the Rehabilitation for the Paralysed (P)
Marharshi Karve Stree Shikshan Samstha (Ed)
In the prior year, the charity made seven grants to charitable institutions in Dubai totalling £22.7k.
Germany (Glocal Fund)
Charity Name
Artze Ohne Grenzen (P)
In the prior year, the charity made one grant to a charitable institution in Germany totalling £2.8k.
China & Japan (Glocal Fund)
Charity Name
Global Giving UK (P)
In the prior year, the charity made one grant to a charitable institution in China totalling £5.0k.
USA (Glocal Fund)
Charity Name
Nomination Scheme
Small donations
In the prior year, the charity made five grants to charitable institutions in USA totalling £7.0k.
Spain (Glocal Fund)
Charity Name
Fundacio Noelia Ninos Contra La Distrofia Muscular (Ed)
In the prior year, the charity made one grant to a charitable institution in Spain totalling £3.0k.		 2024
£’000
5.0
2.5
2.5
2.5
2.5
2.5
2.5
2.5
22.5
2024
£’000
2.8
2.8
2024
£’000
7.8
7.8
2024
£’000
4.0
3.0
7.0
2024
£’000
3.2
3.2

Page 44

9. EXPENDITURE ON CHARITABLE ACTIVITIES (CONTINUED)

THE SCOTT BADER COMMONWEALTH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

Czech Republic (Glocal Fund)

Charity Name
Czech Blind United (Ed)
Helppes Centrum (Ed)
Nadace Jedlickova Ustavu (P)		 2024
£’000
1.7
0.7
1.4
3.8

In the prior year, the charity made three grants to charitable institutions in Czech Republic totalling £3.8k.

Canada (Glocal Fund)

Charity Name
Centre d’ecoute et de Prevention Suicide Drummond (Ed)
Escadron 607 Drumondville (Ed)
Fondation Le Tremplin (Ed)
Fondation Rene Verrier (P)
La Tablee Populaire (P)		 2024
£’000
1.6
1.5
1.6
2.4
2.4
9.5

In the prior year, the charity made four grants to charitable institutions in Canada totalling £8.4k.

Australia (Glocal Fund)

Charity Name
The Wetlands Centre Cockburn (En)		 2024
£’000
4.0
4.0

In the prior year, the charity made one grant to a charitable institution in Australia totalling £4.0k.

Turkey (Glocal Fund)
Charity Name
Turkiye Yesilay Cemiyeti (Ed)
In the prior year, the charity made no grants to charitable institutions in Turkey.
Sweden (Glocal Fund)
Charity Name
BarncancerFonden (P)
Falkenbergs Fontanhus (P)		 2024
£’000
2.7
2.7
2024
£’000
3.0
1.0
4.0

In the prior year, the charity made two grants to charitable institutions in Sweden totalling £3.5k.

Page 45

THE SCOTT BADER COMMONWEALTH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

9. EXPENDITURE ON CHARITABLE ACTIVITIES (CONTINUED)

Italy (Glocal Fund)

Italy (Glocal Fund)
Charity Name
Children in Crisis Italy (Ed)
In the prior year, the charity made one grant to a charitable institution in Italy totalling £2.8k.
India (Glocal Fund)
Charity Name
Carers Worldwide (P)
Hkm Charitable Foundation (Ed)
In the prior year, the charity made one grant to a charitable institution in India totalling £2.5k.		 2024
£’000
2.8
2.8
2024
£’000
2.5
6.0
8.5

Research & other Grants

Research & other Grants
Charity Name
Christel House Europe (P)
Jericho Chambers
Northamptonshire Community Foundation
The Vayyu Foundation (En)
SB Inc – Hurricane Relief
ACF & NCVO Subscriptions
In the prior year, the charity made one research grant to a charitable institution totalling £11.8k.		 2024
£’000
5.0
4.0
3.7
5.0
2.0
0.7
20.4
Godric Bader Fund
Charity Name
Quaker United Nations Office (QUNO)
Victoria Centre
Wollaston Heritage Society		 2024
£’000
7.0
0.6
0.4
8.0

In the prior year, the charity made two grants to charitable institutions under the Godric Bader Fund totalling £8.0k.

Global Impact Fund (previously known as the Centenary Fund)

Charity Name
Advantage Africa (P)
EdUKaid (Ed)
Taste (En)
The Lewis Foundation (P)		 2024
£’000
25.0
25.0
25.0
25.0
100.0

In the prior year, the charity made four grants to charitable institutions under the Centenary Fund totalling £100k.

Page 46

9. EXPENDITURE ON CHARITABLE ACTIVITIES (CONTINUED)

THE SCOTT BADER COMMONWEALTH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

Other grants

In the prior year, the charity made two other grants to charitable institutions totalling £5.7k.

Total direct charitable expenditure (grants payable)
Support costs:
Governance costs
Other support costs
Total charitable expenditure (Group)
Add: Group cost recharges
Total charitable expenditure (Charity only)		 2024
£’000
336
167
186
689
-
689		 2023
£’000
321
14
-
335
44
379

Page 47

THE SCOTT BADER COMMONWEALTH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

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 Limited and its subsidiaries. The below notes relate specifically to the SBCL Group tax position.

a) Tax expense included in profit or loss
Current tax:
– UK Corporation tax on profits for the year
– Foreign corporation 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
Group current tax
Group deferred tax
Group tax on (loss)/profit on ordinary activities
b) Tax expense included in other comprehensive income
Deferred tax:
– Change in tax rate
– Origination and reversal of timing differences
Total tax credit included in other comprehensive income		 2024
£’000
313
554
(134)
733
2
242
172
416
733
416

1,149
2024
£’000
-
245
245		 2023
£’000
206
1,749
346
2,301
(136)
(1,334)
44
(1,426)
2,301
(1,426)
875
2023
£’000
60
955
1,015

Page 48

10. TAXATION (CONTINUED)

THE SCOTT BADER COMMONWEALTH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

(c) Reconciliation of tax charge

(c) Reconciliation of tax charge
The tax assessed for the year is higher (2023: higher) than the standard rate of corporation tax
in the UK of 25% (2023: 23.5%). The differences are explained below:
Total net (expenditure)/income before tax for the financial year
(Loss)/profit on ordinary activities at standard rate of corporation taxation in the UK: 25%
(2023: 23.5%)
Effects of:
Foreign subsidiary profits within zero tax rate regime
Other adjustments in respect of foreign tax rates
Expenses/(income) not deductible for tax purposes
Unrecognised deferred tax
Witholding tax suffered
Re-measurement of deferred tax (change in tax rate)
Adjustment in respect of prior periods
Group tax on (loss)/profit on ordinary activities		 2024
£’000
(4,212)

(1,053)

(124)
(52)
178
2,040
120
3
37
1,149		 2023
£’000
738
173
(704)
(179)
317
976
38
(136)
390
875

Change in Effective Tax Rate

The Effective Tax Rate (ETR) of the Group (excluding adjustments in respect of prior periods) decreased by 47.8% to 17.1% (2023: 64.9%).

Due to the decrease in the SBCL PBT for the year to a loss before tax of £4,036k (2023: profit £749k), profit mix and local tax rates have a much larger impact on ETR. The impact of profits for Scott Bader Middle East being within a zero tax regime was a decrease in ETR by 3.1% (2023: 94.0%). The impact of other local tax rates outside of the UK on ETR was a decrease in ETR of 1.3% (2023: a decrease of 23.9%). It should be noted that due to the loss before tax, adjustments that decrease the group's tax liability will be shown as having the impact of increasing ETR and adjustments that increase the group's tax liability will be shown as having the impact of decreasing ETR.

Other factors driving the ETR for the year were irrecoverable withholding tax, mainly arising in the UK (reducing ETR by 3.0%) and non-recognition of deferred tax assets (decreasing ETR by 6.0%).

Page 49

NOTES TO THE FINANCIAL STATEMENTS

11. ANALYSIS OF STAFF COSTS

THE SCOTT BADER COMMONWEALTH LIMITED

For the year ended 31 December 2024

The charity employs 3 employees (2023: 3). £176k of staff costs were recharged to SBCW from SBCL in the year (2023: 41k). The following are disclosures for the Group.


41k). The following are disclosures for the Group.
Wages and salaries
Staff bonuses
Other staff benefits
Social security costs
Pension costs – current service cost
Redundancy costs		 2024
£’000
34,654
879
1,865
4,460
2,532
1,698
46,088
2023
£’000
34,027
3,323
1,729
4,537
2,374
181
46,171

Expenses reimbursed to the Trustees in the year were £4.2k (2023: £3.8k), relating to travel and subsistence for 4 Trustees (2023: 5).

In accordance with normal commercial practice, the Group has purchased insurance to protect Trustees and officers from claims arising from negligent acts, errors 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 Black and Juliette Delprat) receive remuneration for their operational roles in the SBCL Group that they are employed, with the amount received noted below for their period as Trustee:

Basic Salary
Pension contributions and other benefits
Bonuses		 2024
£’000
164
13
-
177		 2023
£’000
186
10
9
205

The remuneration of key management personnel of the Group was £2,506k (2023: £2,157k). This includes Trustees’ remuneration noted above. Key management personnel are defined by their involvement within the day-to-day 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.

Page 50

11. ANALYSIS OF STAFF COSTS (CONTINUED)

THE SCOTT BADER COMMONWEALTH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

The number of employees whose total employee benefits (excluding employer pension costs) exceeded £60,000 during the year for the charitable group was:

£60,001 - £70,000
£70,001 - £80,000
£80,001 - £90,000
£90,001 - £100,000
£100,001 - £110,000
£110,001 - £120,000
£120,001 - £130,000
£130,001 - £140,000
£140,001 - £150,000
£150,001 - £160,000
£160,001 - £170,000
£170,001 - £180,000
£180,001 - £190,000
£200,001 - £210,000
£210,001 - £220,000
£250,001 - £260,000
£270,001 - £280,000
£290,001 - £300,000
£330,001 - £340,000		 2024
Number
42
25
16
18
7
7
3
2
4
3
-
2
3
1
1
-
-
1
-
135		 2023
Number
44
29
13
20
9
10
4
3
5
5
1
2
-
1
-
1
1
-
1
149

The average number of persons employed during the period by geographical area was as follows:


UK and Eire
Continental Europe
Rest of World
The average number of persons employed by the Group by activity was as follows:
Administration
Research & Development
Manufacturing & Distribution
Sales & Marketing		 2024
Number
299
224
277
800
2024
Number
137
52
494
117
800		 2023
Number
334
221
279
834
2023
Number
141
52
524
117
834

Page 51

12. INTANGIBLE FIXED ASSETS

THE SCOTT BADER COMMONWEALTH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

INTANGIBLE FIXED ASSETS
Group
Cost at 1 January 2024
Additions
Reclassifications
Disposals
Difference on exchange
Cost at 31 December 2024
Accumulated Amortisation at 1 January 2024
Charge for the year
Disposals
Difference on exchange
At 31 December 2024
Net book value at 31 December 2024
Net book value at 31 December 2023		 Goodwill
£’000
4,553
834
-
(2,937)
(58)
2,392
1,417
80
(2)
(54)
1,441
951
3,136		 Customer
lists
£’000
1,179
-
-
-
(17)

Technology

£’000

7,793

994

239

-

(61)

8,965
1,615
562
-
(13)

2,164

6,801

6,178		 Group Total
£’000
13,525
1,828
239
(2,937)
(136)
1,162 12,519
354
233
-
(6)		 3,386
875
(2)
(73)
581 4,186
581 8,333
825 10,139

Assets in the course of construction and on which amortisation has yet to commence are included in the cost of Technology to the value of £3,379k (2023: £2,753k).

Amortisation has been included within expenditure on commercial trading operations.

Goodwill additions represent the purchase of the Group remaining 50% stake in the joint venture Nova Scott. Disposals represent the fair value movement of the contingent consideration associated with the 2022 acquisition of Scott Bader India. The fair value of the contingent consideration is based upon the likelihood of a rolling 12-month target being hit within a 3 year window from the date of acquisition which expires June 2025. The Group assesses, based upon the historical year to date performance and forecasts, the likelihood of the target being met and has adjusted the fair value accordingly. For the year ended 31 December 2024, a reduction in the goodwill of £2,937k to a balance of nil has been recognised (31 December 2023 addition of £2,928k) with a corresponding reduction in corresponding liabilities as the group assess performance conditions are unlikely to be met.

Page 52

THE SCOTT BADER COMMONWEALTH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

13. TANGIBLE FIXED ASSETS

TANGIBLE FIXED ASSETS
Group
Cost or valuation:
At 1 January 2024
Additions
Disposals
Reclassification
Difference on exchange
At 31 December 2024
Accumulated Depreciation:
At 1 January 2024
Charge for the year
Disposals
Difference on exchange
At 31 December 2024
Net book value
At 31 December 2024
At 31 December 2023		 Land and Buildings
Freehold
Short
leasehold
£’000
£’000
42,428
5,167
155
198
(336)
-
10,190
150
(917)
(23)
51,520
5,492
20,521
3,295
916
50
(291)
-
(543)
(400)
20,603
2,945


30,917
2,547
21,907
1,872		 Plant and
equipment
£’000

109,414
4,252

(690)

(10,606)
(1,836)
100,534
70,509
3,620
(617)
(1,312)
72,200
28,334
38,905		 Motor
vehicles
£’000
528
-
-
27
(1)
554
308
56
-
6
370


184
220		 Total

£’000

157,537

4,605

(1,026)

(239)

(2,777)
158,100
94,633
4,642
(908)
(2,249)
96,118

61,982
62,904

Assets in the course of construction and on which depreciation has yet to commence are included in the cost of Plant & Equipment to the value of £3,878k (2023: £17,111k). Freehold land of £4,934k (2023: £5,092k) is not depreciated.

14. SUBSIDIARY UNDERTAKINGS

The Parent Charity is the registered holder of the whole of the share capital of Scott Bader Company Limited’s 100,000 shares of 50p each. Of these, the Commonwealth holds 10,000 shares on behalf of the Guardian Trustees who have additional responsibilities to their role as Charity Trustees as set out in the Report of the Trustees.

These 10,000 shares are referred to in the Articles of The Scott Bader Commonwealth Limited as Guardian Trustee Shares. Special voting rights in relation to these shares are exercised under Articles 16.2 and 18.2 of the Articles of Association of The Scott Bader Commonwealth 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 dispose of or direct the disposal of any shares in Scott Bader Company Limited.

The shares were given to the Commonwealth in 1951 and 1963 by Ernest Bader and his family in order to place Scott Bader Company Limited in common ownership where it would be directed and managed not only for the benefit of those working in the Company but also for the wider community and for future generations.

Under Article 14 of the Scott Bader Commonwealth Limited articles, the SBCW Board shall have no power to dispose of any Shares in SBCL or any other Subsidiary or to exercise or direct the 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 accordance with these Articles.

In September 2023, the Group signed an agreement to purchase the remaining shares of our joint venture in Brazil, Nova Scott, from Anderpol. This will give the group full control over a manufacturing and distribution base in South America to continue its geographic expansion and to be able to serve our global customers and penetrate our chosen markets in Brazil and across the South American continent. This transaction completed in Q2 2024.

Page 53

THE SCOTT BADER COMMONWEALTH LIMITED NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

14. SUBSIDIARY UNDERTAKINGS (CONTINUED)

Subsidiary undertakings

The Group holds 100% of the issued shares of all subsidiaries in the below table and, except where noted, these are held by SBCL. None of the subsidiaries are listed on a recognised stock exchange and all have been included in the consolidation.

Company Country of
incorporation and
principal country
of operation		 Company
Registration
Number		 Nature of
Business		 Registered Office
Scott Bader
Company Limited4		 Great Britain 00189141 Corporate Head
office		 Wollaston Hall, Wollaston,
Wellingborough, Northants, NN29 7RL
Scott Bader UK
Limited		 Great Britain 4562724 Manufacturer of
resins		 Wollaston Hall, Wollaston,
Wellingborough, Northants, NN29 7RL
Scott Bader SAS France 631 720 497 Manufacturer of
resins		 65 Rue Sully, 80000 Amiens
Scott Bader Middle
East Ltd
(Incorporated in
Jersey)1		 United Arab
Emirates		 States of Jersey:
Registration No.:
55367
JAFZA:
Registration No.:
173909		 Manufacture of
resins		 One The Esplanade, St Helier, Jersey, JE
3QA, Channel Islands
Scott Bader d.o.o.2 Croatia 80008643 Manufacture of
resins		 Radnička cesta 173 i, 10000 Zagreb
Scott Bader (Pty)
Ltd1		 South Africa 1993 000 466 07 Manufacture of
resins		 1 Lubex Road, PO Box 1539, Hillcrest
3650, Hammarsdale, Kwazulu Natal, South
Africa
Scott Bader ATC
Inc.		 Canada 1168859909 Manufacturer of
adhesives		 2400, Canadien Street #303,
Drummondville (Qc), J2C 7W3, Canada
Scott Bader
Scandinavia AB1		 Sweden 556399-5322 Distributor of
resins		 BOX 202, 31123 Falkenberg
Scott Bader Eastern
Europe1		 Czech Republic 250 45 580 Distributor of
resins		 Evropska 2588/33a, Dejvice, 160 00 Praha
6
Scott Bader Iberica
SL1		 Spain ESB 62948450.
Tomo
34949/Folio 0202		 Distributor of
resins		 Avda. Corts Catalanes, 8, 08173 Sant Cugat
del Valles-Barcelona
Scott Bader Inc3 USA 2310546 Distributor of
resins		 Registered Agent Solutions, Inc., 9E.
Loockerman Street, Suite 311, Dover, DE
19901
Scott Bader
(Shanghai) Trading
Company Ltd
Scott Bader Japan
KK		 China 91310000664387
9063		 Distributor of
resins		 Room2402, Hitch Plaza 488 Wuning Road
(South) Shanghai China
Japan 3020001128001 Distributor of
resins		 Nisso Bldg#18, Export Office#708, 3-7-18,
Shin-Yokohama, Kohoku-ku, Yokohama,
Kaagawa, Japan
Synthetic Resins
Limited		 Great Britain 00282663 Intermediate
holding
company		 Wollaston Hall, Wollaston,
Wellingborough, Northants, NN29 7RL
Boldhelp Limited Great Britain 03793984 Intermediate
holding
company		 Wollaston Hall, Wollaston,
Wellingborough, Northants, NN29 7RL
Scott Bader Brazil
Limited		 Great Britain 08549866 Intermediate
holding
company		 Wollaston Hall, Wollaston,
Wellingborough, Northants, NN29 7RL

Page 54

THE SCOTT BADER COMMONWEALTH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

14. SUBSIDIARY UNDERTAKINGS (CONTINUED)

Company Country of
incorporation
and principal
country of
operation		 Company
Registration
Number		 Nature of
Business		 Registered Office
Scott Bader North
America Inc1		 USA 2310544 Intermediate
holding
company		 Registered Agent Solutions, Inc., 9E.
Loockerman Street, Suite 311, Dover, DE
19901
Scott Bader Community
Fund Trustee Limited		 Great Britain 01282834 Corporate
Trustee		 Wollaston Hall, Wollaston,
Wellingborough,Northants,NN29 7RL
Scott Bader Ireland Ltd Ireland 694646 Distributor of
resins		 7a Dunboyne Industrial Est, Dunboyne,
Co. Meath,Ireland
Scott Bader Australia Pty
Ltd1		 Australia 640312170 Distributor of
resins		 P.O. Box 1124
Bibra Lake, Western Australia 6965
Australia
Scott Bader Brasil
Especialidades Quimicas
Limitada		 Brazil 32201731807 Manufacturer
of resins		 Rodovia Gobernador Mario Covas, no
600, sala 48, Lote Tabajara, Serra do Anil,
CEP 29.147-030, City of Cariacisa/ES,
Brazil
Scott Bader Private
Limited		 India U24290MH2022
PTC383674		 Distributor of
resins		 307, Floor-3 Plot-267
A to Z Industrial Estate
Ganpatrao Kadam Marg
Lower Parel
Mumbai, Mumbai City, Maharashtra,
400013, India
Scott Bader
Manufacturing Private
Limited		 India U24100MH2022
PTC388973		 Manufacturer
of resins		 307, Floor-3 Plot-267
A to Z Industrial Estate
Ganpatrao Kadam Marg
Lower Parel
Mumbai, Mumbai City, Maharashtra,
400013, India
Scott Bader AsiaPac
Holdco Pte.Ltd.		 Singapore 202209091H Intermediate
holding
company		 600 North Bridge Road 323-01
Parkview Square
188788
Singapore

1 held by Synthetic Resins Limited, 2 held by Boldhelp Limited, 3 held by Scott Bader North America Inc, 4 held by Scott Bader Commonwealth Limited

The group holds 80% of the issued shares of the subsidiary in the below table, held by SBCL. This subsidiary is not listed on a recognised stock exchange.

Company Country of
incorporation
and principal
country of
operation		 Company
Registration
Number		 Nature of
Business		 Registered Office
Polymer Mimetics
Limited		 Great Britain 12598928 Research Wollaston Hall, Wollaston,
Wellingborough, Northants, NN29 7RL

The Group’s dormant companies have not been listed in the above table.

Page 55

THE SCOTT BADER COMMONWEALTH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

14. SUBSIDIARY UNDERTAKINGS (CONTINUED)

Joint Ventures

Company Country of incorporation
and principal country of
operation		 Registered Office
Satyen Scott Bader LLP (JV)
previously Satyen Scott Bader
Private Limited		 India 307, A-Z Industrial Premises G K Marg, Lower Parel Mumbai
Mumbai City MH 400013 IN

1 shares held by Scott Bader Brazil Limited

All joint ventures manufacture and distribute compounded polyester resins and are 50% owned by the group, except where noted above these shares are held directly by SBCL.

Subsidiary results

A summary of the results of the SBCL Group is shown below:

Turnover
Other operating income
Direct and indirect overheads
Group operating (loss)/profit
Share of operating profit in joint ventures
Total operating (loss)/profit: group and share of joint ventures
Interest receivable and similar income
Interest payable and similar charges
(Loss)/profit before taxation on ordinary activities
Taxation on (loss)/profit on ordinary activities
(Loss) for the financial year
A summary of the financial position of the SBCL Group is shown below:
Fixed assets
Current assets
Current liabilities
Long term liabilities
Provisions for liabilities
Pension asset
Net assets
Capital and reserves		 2024
£'000
252,343
822
(256,452)

(3,287)
47
(3,240)
1,371
(2,167)
(4,036)
(1,149)

(5,185)
2024
£'000
70,315
84,328
(50,780)
(387)
(8,814)
4,453
99,115

99,115		 2023
£'000
273,344
461
(272,563)
1,242
221
1,463
741
(1,455)
749
(875)
(126)
2023
£'000
73,435
98,131
(58,931)
(3,531)
(6,472)
4,290
106,922
106,922

Page 56

THE SCOTT BADER COMMONWEALTH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

15. INVESTMENTS

Balance at 1 January
Share of profits retained
Dividend received
Disposal
Revaluation
Difference on foreign exchange
Balance at 31 December
Investment property historical cost:
The investment property is owned by the charity:
Cost at 1 January and at 31 December		 Group
Joint
Ventures
2024
2023
£’000
£’000
392
414
46
221
-
(222)
(377)
-
-
-
(61)
(21)
-
392		 Group and
Charity
Investment
Property
2024
2023
£’000
£’000
495
495
-
-
-
-

(15)
-
-
-
480
495
2024
2023
£’000
£’000
8
8		 Group and
Charity
Investment
Property
2024
2023
£’000
£’000
495
495
-
-
-
-

(15)
-
-
-
480
495
2024
2023
£’000
£’000
8
8
495
2023
£’000
8

The investment property was valued by an independent valuer with a recognised and relevant professional qualification and with recent experience in the location and category of the investment property being valued, Harwoods Chartered Surveyors & Estate Agents, in June 2024, on the basis of open market value. The valuation was arrived at by reference to the estimated amount for which the asset would be expected to exchange between two independent parties on an arms-length basis using available market evidence and local market knowledge. The Trustees believe that this valuation represents the open market value at 31 December 2024.

In June 2024, the Group signed an agreement to purchase the remaining shares of our joint venture in Brazil, Nova Scott from Anderpol

16. GROUP STOCKS

Raw materials and consumables
Finished goods and goods for resale		 2024
£’000
12,521
15,093		 2023
£’000
15,651
20,024
27,614 35,675

There is no material difference between the balance sheet value of stock and its replacement cost.

17. DEBTORS

DEBTORS
Trade debtors
Amounts owed by group undertakings
Corporation tax recoverable
Deferred tax asset
Other taxation recoverable
Other debtors
Prepayments and accrued income		 Group
2024
2023
£’000
£’000
30,936
32,014
-
-
584
217
2,319
2,207
864
817
2,031
1,827
6,789
7,567		 Charity
2024
2023
£’000
£’000
14
-
-
316
-
-
-
-
-
-
-
-
-
-
43,523 44,649 14 316

Amounts owed by group undertakings are interest free and repayable on demand.

Page 57

THE SCOTT BADER COMMONWEALTH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

17. DEBTORS (CONTINUED)

Trade debtors are stated after provisions for impairment of £652k (2023: £305k). Recorded within other debtors is derivative financial instrument with the value of £5k (2023: £101k). Movement in the year was a loss of £13k (2023: loss of £13k). Note 24 provides additional detail.

18. DEBTORS GREATER THAN ONE YEAR

DEBTORS GREATER THAN ONE YEAR
Deferred tax asset Group
2024
2023
£’000
£’000
3,919
2,058		 Charity
2024
2023
£’000
£’000
-
-
3,919 2,058 - -
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Bank loans and overdrafts
Trade creditors
Amounts owed to group undertakings
Corporation tax
Other taxation and social security
Other creditors
Accruals and deferred income		 Group
2024
2023
£’000
£’000

10,442
16,028
31,191
34,234
-
-
263
162
2,283
2,140
1,471
1,674
5,184
4,380
50,834
58,618		 Charity
2024
2023
£’000
£’000
-
-
14
-
-
49
-
-
-
-
1
-
40
-
55
49

19. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

20. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Loans
Within one to two years
Within two to five years
Other creditors
Within one to two years
Contingent consideration
Within two to five years		 Group
2024
£’000
2023
£’000
238
326
25
277
263
603
124
-
124
-
-
2,928
387
3,531		 Group
2024
£’000
2023
£’000
238
326
25
277
263
603
124
-
124
-
-
2,928
387
3,531

603

-

-

2,928

3,531

Page 58

THE SCOTT BADER COMMONWEALTH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

21. LOANS AND OTHER BORROWINGS

Loans repayable, included within creditors, are analysed as follows:

Loans repayable, included within creditors, are analysed as follows:
Due within one year or on demand
Bank loans and overdrafts
Due after more than one year
Bank loans and overdrafts
Total borrowings
Maturity of financial liabilities:
In one year or less, or on demand
In more than one year, but not more than two years
In more than two years, but not more than five years		 Group
2024
£’000
2023
£’000
10,442
16,028

263
603
10,705
16,631
10,442
16,028
238
326
25
277
10,705
16,631
16,631

16,028
326
277
16,631

£3,988k (2023: £7,855k) of Group borrowings are secured by fixed and floating charges over the Group’s assets.

The Group’s liabilities related to Bank and other borrowings consisting of drawn amounts under a revolving credit facility £3,988k (2023: £7,855k), overdraft balances arising under cash pooling £763k (2023: £2,565k) and utilisation of a UK-based invoice factoring facility £5,379k (2023: £5,282k). These facilities operate in various currencies and are subject to interest rates based on the relevant base rate, with margins ranging from 1.25% to 3.00% and loans of £312k (2023: £326k).

Other Group bank loans

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 €4,000k and as at 31 December 2024 the outstanding amount was €630k (£522k). They are all secured by a charge over the Group’s trading subsidiary in France. These loans have variable rates and during 2024 they ranged from 0.77% to 5.25% (2023: 0.77% to 5.25%). They are included within the above bank loans across maturity buckets.

The Charity previously provided a loan of £552k to the Group. The loan was unsecured, carried a variable interest rate of 1.25% above SONIA per annum and was payable in 5 instalments with the final payment made in August 2023. The terms of the loan were documented in accordance with the advice of the Commonwealth’s solicitors.

Page 59

THE SCOTT BADER COMMONWEALTH LIMITED NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

22. GROUP PROVISIONS FOR LIABILITIES

Group

Group
At 1 January 2024
Foreign exchange impact
Amounts charged to the profit and loss account
Amounts used during the year
At 31 December 2024		 Environmental
Leaving
Provisions
Retirement
Benefits
Deferred
Tax
£’000
£’000
£’000
£’000
£’000
1,771
2,828
1,620253
6,472
1
17
-
-
18
328
356
(79)2,089
2,694
-
(117)
-
(253)
(370)
2,100
3,084
1,541
2,089
8,814

The provision for deferred taxation is disclosed as a Debtor falling due in 2 to 5 years (Note 18) £3,919k (2023: £2,058k) and Debtor falling due in under 1 year (Note 17) £2,319k (2023: £2,207k) and a provision for liabilities and charges of £2,089k (2023: £253k).

The net deferred tax as disclosed in notes 17, 18 and 22 consists of the following assets/(liabilities):

Excess of capital allowances over depreciation
Short term timing differences
Post-employment benefits
Losses		 2024
£’000
(3,943)
1,692
(1,113)
7,513
4,149		 2023
£’000
(3,091)
1,164
(1,072)
7,011
4,012

Environmental:

The environmental provision was originally established in Scott Bader Company Limited as a future payment for the required restitution of land when the relevant subsidiary companies vacate the premises currently occupied. The provision is expected to be utilised over 10 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 established in Scott Bader Middle East as a payment based on local requirements when employees leave the business. The provision is expected to be utilised as current employees leave the business between 2025 and 2050.

Retirement benefits:

a) £935k (2023: £1,038k) relates to ‘quasi pension’ commitments given to former employees. The provision is expected to be utilised over the expected lives of the former employees and their spouses between 2025 and 2042.

b) £606k (2023: £582k) relates to French statutory retirement benefits payable to France based employees of the Group. The provision is expected to be utilised between 2025 and 2039.

Page 60

THE SCOTT BADER COMMONWEALTH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

23. GROUP POST EMPLOYMENT BENEFITS

For the year ended 31 December 2024

(a) Defined benefit scheme

For UK employees, Scott Bader UK operates a defined benefit scheme with assets held in a separately administered fund. The scheme provides retirement benefits on the basis of members’ final salary. The plan is administered by an independent Trustee, who is responsible for ensuring that the plan is sufficiently funded to meet current and future obligations. The plan was closed to new entrants in 2006.

The date of the most recent actuarial valuation as at 31 December 2022 revealed a funding shortfall of £2,823k (31 December 2019: shortfall of £4,101k). If the Scheme is in deficit on a Technical Provisions basis calculated by the Scheme Actuary in accordance with the Scheme’s Statement of Funding Principles, further contributions are expected into the Scheme through 2024 to a level of £460k p.a. (£38,333.33 per month).

Contributions:

The 31 December 2019 actuarial valuation figures have been updated to the balance sheet in order to assess the additional disclosures required under section 28 of FRS102 as at 31 December 2024. This update was done by an independent qualified actuary, using the following major assumptions:


actuary, using the following major assumptions:
2024 2023
Rates of increase in salaries n/a n/a
Rate of increase in 5% LPI pensions in payment 3.20% 3.10%
Rate of increase in 5% LPI pensions with 3.5% underpin in payment 3.90% 3.90%
Rate of increase in pensions in deferment 2.30% 2.20%
Discount rate 5.40% 4.50%
Inflation assumption 3.30% 3.20%
Assumed life expectancies on retirement at age 60: 2024 2023
Years Years
Retiring today Males 26.0 26.0
Females 28.8 28.8
Retiring in 10 years Males 26.6 26.6
Females 29.5 29.6

Page 61

THE SCOTT BADER COMMONWEALTH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

23. GROUP POST EMPLOYMENT BENEFITS (CONTINUED)

Reconciliation of scheme assets and liabilities:
At 1 January 2024
Remeasurement gains / (losses)
- Experience (losses) on liabilities
- Changes to demographic assumptions
- Actuarial loss
- Return on plan assets excluding interest income
Net remeasurement gains
Benefits paid
Employer contributions
Interest income/(expense)
At 31 December 2024
The actual return on plan assets was £4,607k (2023: £4,769k).
The fair values of the plan assets were:
Equities
Gilts and LDI funds
Corporate Bonds
Cash & net current assets		 Assets
£’000
95,519
-
-
-
(8,791)
(8,791)
(6,278)
926
4,184
85,560		 Liabilities
£’000

(91,229)
89
217
7,504
-
7,810
6,278
-
(3,966)
(81,107)
2024
£’000
6,946
60,781
14,821
3,012
85,560		 Total
£’000
4,290
89
217
7,504
(8,791)
(981)
-
926
218
4,453
2023
£’000
5,936
67,180
18,007
4,396
95,519

(b) Defined contribution schemes

Following the closure of the defined benefit scheme in the UK to new entrants, all employees, in countries where the state pension provision is not considered sufficient, have the opportunity to benefit from a defined contribution scheme provide by their local employer. Outstanding contributions included in creditors as at 31 December 2024 were £185k (2023: £203k).

Group
The amount recognised as an expense for these defined contribution schemes was: 2024 2023
£000 £000
Current period contributions 1,491 1,707

Page 62

THE SCOTT BADER COMMONWEALTH LIMITED NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

24. FINANCIAL INSTRUMENTS

FINANCIAL INSTRUMENTS
Group
Note 2024 2023
£000 £000
Financial assets measured at fair value through profit or loss:
Derivative financial instruments 17 5 101

Group:

Derivative financial instruments – Interest rate swaps

The Group has entered into two interest rate swaps to receive interest at EURIBOR and pay interest at a fixed 1.46/1.49%. The two swaps are based on a principal amount of 3,500,000 EUR, equal to loans held with two French banks, and they mature in 2026/2027 on the same date as the bank loans to which they relate.

The instruments are used to hedge the Group’s exposure to interest rate movements on the two bank loans. The fair value of the interest rate swaps is £5k (2023: asset of £19k).

Cash flows on both the loan and the interest rate swaps are paid quarterly until 2026/2027. During the financial year, a hedging loss of £13k (2023: loss of £13k) was recognised in other comprehensive income for changes in the fair value of the interest rate swap.

25. ANALYSIS OF MOVEMENT IN FUNDS

GROUP
At 1 January 2023
Income
Expenditure
Share of net income from joint ventures
Tax payable
(Losses)
At 1 January 2024
Income
Expenditure
Share of net income from joint
ventures
Tax payable
(Losses)
At 31 December 2024		 Fair Value
Reserve
(Designated
Fund)
£000
487
-
-
-
-
-
487
-
-
-
-
(15)
472		 Unrestricted
income
funds
£000

113,554

274,554

(274,037)

190

(875)
(5,109)

108,277

254,580

(258,838)

28

(1,149)
(2,622)

**100,276 **
Non –
Controlling
interest
£000

52

-

-

31

-

-

83

-

-

18

-
-
101
Total

£000

114,093

274,554

(274,037)

221

(875)
(5,109)

108,847

254,580

(258,838)

46

(1,149)
(2,637)
100,849

Fair Value Reserve (Designated Fund)

The Fair Value Reserve is a designated fund relating to 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 market value.

Page 63

THE SCOTT BADER COMMONWEALTH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

25. ANALYSIS OF MOVEMENT IN FUNDS (CONTINUED)

CHARITY
At 1 January 2023
Income
Expenditure
At 1 January 2024
Income
Expenditure
(Losses)
At 31 December 2024
ANALYSIS OF NET ASSETS BETWEEN FUNDS
GROUP
For the year ended 31 December 2024
Intangible fixed assets
Tangible fixed assets
Investments
Net current assets
Long term liabilities
Provisions
Pension asset
CHARITY
For the year ended 31 December 2024
Investments
Net current assets
GROUP
For the year ended 31 December 2023
Intangible fixed assets
Tangible fixed assets
Investments
Net current assets
Long term liabilities
Provisions
Pension asset		 Fair Value
Reserve
(Designated
fund)
£000
487
-
-
487
-
-
(15)
472
Fair Value
Reserve
(Designated
fund)
£000
-
-
472
-
-
-
-
472
Fair Value
Reserve
(Designated
fund)
£000
472
-
472
Fair Value
Reserve
(Designated
fund)
£000
-
-
487
-
-
-
-
487		 Unrestricted
income
funds
£000
1,450
367
(379)
1,438
513
(689)
-
1,262
Unrestricted
income
funds
£000
8,333
61,982
8
34,701
(387)
(8,814)
4,453
100,276
Unrestricted
income
funds
£000
8
1,254
1,262
Unrestricted
income
funds
£000
10,139
62,904
400
40,547
(3,531)
(6,472)
4,290
108,277		 Non –
Controlling
interest
£000
-
-
-
-
-
-
-
-
Non –
Controlling
interest
£000
-
-
-
101
-
-
-
101
Non –
Controlling
interest
£000
-
-
-
Non –
Controlling
interest
£000
-
-
-
83
-
-
-
83
Total

£000

1,937

367
(379)

1,925

513

(689)
(15)

**1,734 **

Total

£000

8,333

61,982

480

34,802

(387)

(8,814)
4,453
100,849

Total

£000

480
1,254
1,734

Total

£000

10,139

62,904

887

40,630

(3,531)

(6,472)
4,290
108,847

Page 64

THE SCOTT BADER COMMONWEALTH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

25. ANALYSIS OF MOVEMENT IN FUNDS (CONTINUED)

CHARITY
For the year ended 31 December 2023
Investments
Net current assets		 Fair Value
Reserve
(Designated
fund)
£000
487
-
487		 Unrestricted
income
funds
£000
8
1,430
1,438		 Non –
Controlling
interest
£000
-
-
**- **
Total

£000

495
1,430
1,925

26. NOTES TO THE STATEMENT OF CASH FLOWS

a) Reconciliation of net expenditure to net cash provided by operating activities

Net expenditure for the reporting period (as per the statement of financial activities)
Adjustments for:
Interest payable
Interest receivable
Rental income received
Taxation
Share of operating profit in joint ventures
Profit on disposal of fixed assets
Depreciation and amortisation
Impairment
Exchange difference
Contributions to UK defined benefit pension scheme
Decrease in stocks
Decrease in debtors
Decrease in creditors
Increase in provisions
Net cash provided by operating activities
b)
Analysis of changes in net funds/(debt)
Group
At 1
January
2024
Cash
flows
Non-cash
flows
£’000
£’000
£’000		 Net expenditure for the reporting period (as per the statement of financial activities)
Adjustments for:
Interest payable
Interest receivable
Rental income received
Taxation
Share of operating profit in joint ventures
Profit on disposal of fixed assets
Depreciation and amortisation
Impairment
Exchange difference
Contributions to UK defined benefit pension scheme
Decrease in stocks
Decrease in debtors
Decrease in creditors
Increase in provisions
Net cash provided by operating activities
b)
Analysis of changes in net funds/(debt)
Group
At 1
January
2024
Cash
flows
Non-cash
flows
£’000
£’000
£’000		 2024
£'000
(5,376)
2,166
(1,381)
(27)
1,149
(46)
(436)
5,517
15
(838)
(926)
8,235
2,563
(2,935)
691		 2023
£'000
(137)
1,455
(760)
(34)
875
(221)
(8)
6,621
-
(536)
(460)
2,604
6,093
(3,332)
244
12,404
8,371

Group		 Exchange
rate
movement		 At 31
December
2024
£’000 £’000
Cash and cash equivalents: 16,866
(6,486)
-
(7,847)
1,705
-
Cash - 10,380
Overdraft - (6,142)
9,019
(4,781)
-		 - 4,238
Borrowings: (8,181)
4,343
(340)
(603)
-
340
Borrowings - repayable within one year (122) (4,300)
Borrowings-repayable after one year - (263)
(8,784)
4,343
-		 (122) (4,563)
Net funds/(debt) 235
(438)
-		 (122) (325)

Page 65

THE SCOTT BADER COMMONWEALTH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

27. GROUP CONTINGENT LIABILITIES

Group:

Pension Scheme Funding: Scott Bader Company Limited entered into a guarantee in March 2007 with Scott Bader Pension Scheme Trustees Limited whereby the Company guaranteed that the Scott Bader UK Limited pension scheme would be 105% funded on an S179 valuation should the principal employer, Scott Bader UK Limited, fail to fulfil its agreed obligations to the Pension Trustees.

28. GROUP CAPITAL AND OTHER COMMITMENTS

a) Contracts for future capital expenditure not provided in the financial statements – Property,
plant and equipment
No expenditure has been incurred although contracts have been placed
b) future minimum lease payments under non-cancellable operating leases for each of the
following periods:
Not later than one year
Later than one year and not later than five years
Later than five years
Group
2024
£’000
389
Group
2024
£’000
2,113
4,404
615
7,132		 Group
2023
£’000
1,238
Group
2023
£’000
1,566
3,501
1,270
6,337

The Charity has Nil capital or operating lease commitments at 31 December 2024 (2023: Nil).

29. RELATED PARTIES

Group

The Company received dividends from Satyen Scott Bader LLP of £36k (2023: £222k), the Group’s joint venture which is currently undergoing liquidation proceedings, during the year. At the year-end £Nil (2023: £nil) was outstanding.

Revenue in relation to the share of profit in joint ventures of £47k (2023: £221k) has been recognised in the statement of financial activities of the Group.

The Group has provided a capital contribution to Polymer Mimetics Limited of £2,297k (2023: £1,857k).

Charity

The Commonwealth received a donation from SBCL in the amount of £466k (2023: £316k). In addition, the Commonwealth reimbursed SBCL, at cost, for management services provided in the year of £176k (2023: £41k). The net year-end balance of money owed by Scott Bader Company Limited to The Scott Bader Commonwealth Limited was £Nil (2023: £275k).

30. LEGAL STATUS OF THE SCOTT BADER COMMONWEALTH LIMITED

The Scott Bader Commonwealth Limited is a company limited by guarantee without shares and a registered Charity. The liability of each member in the event of winding up is limited to 5p.

Page 66

THE SCOTT BADER COMMONWEALTH LIMITED NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

31. ACQUISITION OF NOVA SCOTT ESPECIALIDADES QUIMICAS LIMITADA

In September 2023 the Group signed a Quota Purchase and Sale Agreement and Other Covenants (QPA) to effectively acquire 100% control of its Brazilian Joint Venture Nova Scott and associated manufacturing assets from the JV partner Anderpol and its direct subsidiaries. This completed on 4 June 2024.

Details of the purchase consideration, the net assets acquired and the goodwill are as follows:

Tangible assets
Cash and Cash Equivalents
Debtors
Inventory
Deferred Tax Asset
Other Assets
Total assets
Creditors
Long Term Creditors
Total liabilities
Net assets acquired
Goodwill
Total consideration
Satisfied by:
Cash
Cost of existing 50% shares in Nova Scott
Directly attributable costs
Total consideration		 Fair value
BRL‘000
1,514
6,285
3,609
1,158
2,021
260
14,848
(3,891)
(961)
(4,852)
9,996
5,564
15,560
12,002
1,762
1,796
15,560		 Fair value
£’000
227
942
541
174
303
39
2,226
(583)
(144)
(727)
1,498
834
2,332
1,799
264
269
2,332

The useful life of goodwill has been estimated to be 10 years. The acquisition will be accounted for using the Purchase Method.

Revenue and profit contribution

The acquired business contributed revenues of £1,526k and net profit/(loss) of £92k to the Group for the period from 4[th] June 2024 to 31 December 2024

Page 67