ELDON_COLLIERY_LIMITED - Accounts

The directors present their annual report and financial statements for the year ended 31 December 2022.

The principal activity of the company continued to be that of manufacture of Briquettes for home heating. Eldon Colliery Limited manufactures Briquettes solely for Oxbow Coal Limited, its parent company.

The results for the year are set out on page 6.

Ordinary dividends were paid amounting to £300,000.

Prior year restatement

During the year it was determined that the company had non-deliberately underpaid corporation tax in the years ending 31st December 2017 – 31st December 2020. The Directors have accrued for their best estimate of the total liability due based on an assessment carried out by their tax advisors and have voluntarily disclosed this to HMRC. Further detail is provided in Note 18.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The company's operations expose it to a variety of financial risks that include price risk, credit risk, liquidity risk and interest rate risk. The company has in place a risk management programme which seeks to limit adverse effects on the financial performance of the company.

Given the size of the company, the directors have not delegated the responsibilities of monitoring financial risk management to a sub-committee of the board. The policies set by the Board of directors and the parent company's treasury department are implemented by the company's finance department. This department has policies and procedures which provide guidelines for the management of financial risk.

The company has limited exposure to product price risk as a result of its operations. However, given the size of the company's operations and the characteristics of the operations, the board of directors manage the risk by continuously monitoring component prices and market conditions in conjunction with another group company's treasury department and other group companies' sourcing departments.

The directors will re-assess the appropriateness of this policy should the company's operations change in size or nature. The company has no exposure to equity securities price risk, as it holds no listed or other equity investments.

The company manufactures products for other group companies and is not subject to external credit risk

The company retains sufficient cash to ensure it has sufficient available funds for operations. The company also has access to longer term funding from its immediate parent company if required.

BHP LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

•     select suitable accounting policies and then apply them consistently;

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

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

This report has been prepared in accordance with the special provisions relating to small sized companies within Part 15 of the Companies Act 2006. The company has taken the exemption to not produce a Strategic report.

The company is in a net liabilities position at the year end. The directors believe the company has sufficient resources to meet its liabilities as they fall due and therefore remains a going concern. In addition to this, Oxbow Carbon LLC have provided a letter of support to confirm that it will continue to provide financial support to enable the company to meet its liabilities as they fall due, if required.

We have audited the financial statements of Eldon Colliery Limited (the 'company') for the year ended 31 December 2022 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity 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 Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

•     give a true and fair view of the state of the company's affairs as at 31 December 2022 and of its profit for the year then ended;

•     have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

•     have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the directors' report has been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report.

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

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

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

•     certain disclosures of remuneration specified by law are not made; or

•     we have not received all the information and explanations we require for our audit; or

•     the directors were not entitled to take advantage of the small companies exemption from the requirement to prepare a strategic report.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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.

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

We gained an understanding of the legal and regulatory framework applicable to the Company and the industry in which it operates and considered the risk of acts by the Company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

We focused on laws and regulations, relevant to the Company, which could give rise to a material misstatement in the financial statements. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management, review of company minutes and legal expenses. There are inherent limitations in the audit procedures described and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

As part of our audit, we addressed the risk of management override of internal controls, including testing of journals and review of nominal ledger. We evaluated whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

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

The principal activity of the company is coal processing. The company is a private company limited by shares and is incorporated and domiciled in the UK. It is registered in England and the registered address can be found at the front of these financial statements.

New or amended Accounting Standards and Interpretations adopted.

The Company has adopted all of the new or amended Accounting Standards and Interpretations issued by the Financial Reporting Council ('FRC') that are mandatory for the current reporting period. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

Prior year restatement

The primary statements and certain notes have been restated in order to reflect the identification of an error in previously reported amounts related to taxation. See note 18 for further details.

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

• inclusion of an explicit and unreserved statement of compliance with IFRS;

• presentation of a statement of cash flows and related notes;

• disclosure of the objectives, policies and processes for managing capital;

• disclosure of key management personnel compensation;

• disclosure of the categories of financial instrument and the nature and extent of risks arising on these financial instruments;

• the effect of financial instruments on the statement of comprehensive income;

• comparative period reconciliations for the number of shares outstanding and the carrying amounts of property, plant and equipment, intangible assets, investment property and biological assets;

• disclosure of the future impact of new International Financial Reporting Standards in issue but not yet effective at the reporting date;

• comparative narrative information; and

• related party disclosures for transactions with the parent or wholly owned members of the group.

The company is in a net liabilities position at the year end. The directors believe the company has sufficient resources to meet its liabilities as they fall due and therefore remains a going concern. In addition to this, Oxbow Carbon LLC have provided a letter of support to confirm that it will continue to provide financial support to enable the company to meet its liabilities as they fall due, if required.true

Eldon Colliery Limited has one customer, The Parent, which it manufactures Briquettes on a tolling basis and recognises revenue as follows:

Revenue from contracts with customers

The Company recognises revenue from contracts with customers based on a five step model as set out in IFRS 15:

•     Identify the contract(s) with a customer: A contract is defined as an agreement between two or more parties that creates enforceable rights and obligations and sets out the criteria for every contract that must be met.

•     Identify the performance obligations in the contract: A performance obligation is a promise in a contract with a customer to transfer a good or service to the customer.

•     Determine the transaction price: The transaction price is the amount of consideration to which the Company expects o be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties.

•     Allocate the transaction price to the performance obligations in the contract: For a contract that has more than one performance obligation, the Company will allocate the transaction price to each performance obligation in an amount that depicts the amount of consideration to which the Company expects to be entitled in exchange for satisfying each performance obligation.

•     Recognise revenue when (or as) the entity satisfies a performance obligation at a point in time or over time.

The Company satisfies a performance obligation and recognises revenue at a point in time, if one of the following criteria is met:

•     The customer simultaneously receives and consumes the benefits provided by the Company's performance as the Company performs; or

•     T

•     The Company's performance does not create an asset with an alternative use to the Company and the entity has an enforceable right to payment for performance completed to dale.

For performance obligations where one of the above conditions are not met, revenue is recognised at the point in time at which the performance obligation is satisfied. The Company assesses each of its contracts with customers to determine whether performance obligations are satisfied at a point in time in order to determine the appropriate method of recognising revenue. As part of the impact assessment exercise, the Company has concluded that for the majority of its arrangements, it recognises the revenue at a point in time i.e. when the entity satisfies the performance obligation by transferring a good or service to the customer. The customer gets the control upon getting the legal title and the physical possession of the goods at the same time and the customer also gets the significant risks and rewards of ownership. When the Company satisfies a performance obligation by delivering the promised goods or services it creates a contract asset based on the amount of consideration earned by the performance. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes and duty. The Company assesses its revenue arrangements against specific criteria to determine if it is acting as principal or agent. The Company has concluded that it is acting as a principal in all of its revenue arrangements. Revenue is recognised in the income statement to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur and the revenue and costs, if applicable, can be measured reliably.

Property, plant and equipment is stated at historic purchase cost less accumulated depreciation. Historical cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Depreciation is calculated using the straight-line method so as to write off the cost of fixed assets less their estimated residual values over the expected useful lives of the assets concerned. The principal lives used for this purpose are:

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within 'Administrative Expenses' in the income statement.

Cash and cash equivalents is cash at bank.

Trade and other receivables are amounts due from customers for products sold or services performed in the ordinary course of business. These are classified as current assets since collection is expected in one year or less.

Trade receivables are initially recognised at their transaction price. Trade and other receivables are subsequently measured at amortised cost less provision for expected credit losses.

The Company applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of the lifetime expected loss provision for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. Expected credit losses incorporate forward looking information, take into account the time value of money when there is a significant financing component and are based on days past due; the external credit ratings of its customers; and significant changes in the expected performance and behaviour of the borrower.

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised at fair value and are subsequently measured at amortised cost.

The tax expense for the year comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in shareholder's funds. In this case, the tax is also recognised in other comprehensive income or directly in shareholder's funds, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the country where the company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; or arise from initial recognition of an asset or liability in a transaction other than a business combination that at the time of transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event and it is probable that the company will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

The company provides a defined contribution scheme for certain employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate policy. Pension contributions are charged to the income statement as the costs are incurred. Differences between contributions payable and contributions paid are shown as either accruals or prepayments in the statement of financial position.

Leases in which substantially all the risks and rewards of ownership are retained by the lessor, are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are classified and measured under IFRS16.

Eldon Colliery Limited leases land and buildings for a fixed period of 20 years with the option for extension. The lease terms are negotiated on an individual basis and contain a wide range of terms and conditions. Leased assets may not be used as security for borrowing purposes.

Until the 2019 financial year, leases of land and buildings and vehicles were classified as operating leases. From 1 January 2020, leases are recognised as a right of use asset and a corresponding liability at a date at which the leased asset is available for use.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

• fixed payments for the lease rental. Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case, the lessee's incremental borrowing rate is used, and being the rate the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

To determine the incremental borrowing rate, Eldon Colliery Limited:

• where possible, uses recent third party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing conditions since the third party financing was received

• makes adjustments specific to the lease, e.g. term, country, currency and security.

Right of use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight line basis. Payments associated with short-term leases of equipment and vehicles and all leases of low value assets are recognised on a straight line basis as an expense in profit or loss. Short term leases are leases with a lease term of 12 months or less.

Functional and presentational currency: Items included in the financial statements of the company are measured using the currency of the primary economic environment in which the company operates ("the functional currency"). The financial statements are presented in 'Pounds Sterling' (£), which is also the company's functional currency.

Transactions and balances: Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuations where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities are dominated in foreign currency are recognised in the income statement.

Share capital

Ordinary shares are classified as equity.

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.

The annual depreciation charge for property, plant and equipment is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the asset. See accounting policies for the useful economic lives of each class of assets.

During the year it was determined that the company had non-deliberately underpaid corporation tax in the years ending 31st December 2017 – 31st December 2020. The Directors have accrued for their best estimate of the total liability due based an assessment carried out by their tax advisors and have voluntarily disclosed this to HMRC. Refer to Note 18 for details.

All revenue is attributable to the company's principal activity.

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

The directors' remuneration for the services provided to the company for the year ended 31 December 2022 and 31 December 2021 was borne by Oxbow Coal Limited.

The charge for the year can be reconciled to the profit per the income statement as follows:

For the financial year starting April 2023, corporation tax will increase to 25% for companies with profits exceeding £250,000.

The dividend was declared on 13 June 2022 by written resolution of the Directors. This was prior to the identification of the historical underpaid corporation tax, which resulted in the Company entering a net liabilities position. Refer to note 18 for further detail on the restatement to prior year retained earnings. As noted in the Directors' report, the Directors believe the company has sufficient resources to meet its liabilities as they fall due and therefore remains a going concern.

The following right-of-use assets are held by the business. These are displayed separately on the face of the balance sheet.

The additions to the right of use asset during the year were zero.

Note 12 provides further information on the lease liabilities in related to right-of-use assets where Eldon Colliery Limited is a lessee.

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

Amounts owed to group undertakings are interest free, unsecured and are repayable on demand.

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

The provision relates to underpaid corporation tax in previous years. Refer to Note 18 for details.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.

The ordinary "A" shares are non-voting shares.

The immediate parent undertaking is Oxbow Coal Limited.

The ultimate parent undertaking and controlling party is Oxbow Carbon LLC, a company incorporated in the United States of America.

Oxbow Carbon LLC is the parent undertaking of the largest group of undertakings to consolidate these financial statements at 31 December 2022. The consolidated financial statements of Oxbow Carbon LLC are available from 1601 Forum Place, Suite 1400, West Palm Beach, Florida 33401, USA.

Oxbow Netherlands Cooperative U.A is the parent undertaking of the smallest group of undertakings to consolidate these financial statements. The consolidated financial statements of Oxbow Netherlands Cooperative U.A. are available from Wilhelminakade 93, Rotterdam, 3072 AP, Netherlands.

The company has taken advantage of the exemption under FRS 101, "Related Party Disclosures" not to disclose related party transactions between fellow group companies on the grounds that it is a wholly owned subsidiary of a group headed by Oxbow Carbon LLC, whose financial statement are publicly available. The transactions not explicitly disclosed are transactions between entities under common control.

During the year it was determined that the company had non-deliberately underpaid corporation tax in the years ending 31st December 2017 – 31st December 2020. The issue arose with respect to the application of the UK anti-hybrid and other mismatches rules. The Directors have accrued for their best estimate of the total liability due based on an assessment carried out by their tax advisors and have voluntarily disclosed this to HMRC.