| REGISTERED NUMBER: |
| Gluecom UK Limited |
| Strategic Report, Directors' Report and |
| Financial Statements |
| for the Year Ended 31 December 2024 |
| REGISTERED NUMBER: |
| Gluecom UK Limited |
| Strategic Report, Directors' Report and |
| Financial Statements |
| for the Year Ended 31 December 2024 |
| Gluecom UK Limited (Registered number: 13890315) |
| Contents of the Financial Statements |
| for the year ended 31 December 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Directors' Report | 4 |
| Independent Auditors' Report | 5 |
| Income Statement | 8 |
| Other Comprehensive Income | 9 |
| Balance Sheet | 10 |
| Statement of Changes in Equity | 11 |
| Notes to the Financial Statements | 12 |
| Gluecom UK Limited |
| Company Information |
| for the year ended 31 December 2024 |
| Directors: |
| Registered office: |
| Registered number: |
| Auditors: |
| Statutory Auditor |
| New Derwent House |
| 69-73 Theobalds Road |
| London |
| WC1X 8TA |
| Gluecom UK Limited (Registered number: 13890315) |
| Strategic Report |
| for the year ended 31 December 2024 |
| The directors present their strategic report for the year ended 31 December 2024. |
| Promoting the success of the company |
| The purpose of this report is to inform the members of the company and help them to assess how the directors have performed their duties under S172 of the Companies Act 2006, in promoting the success of the company. |
| The directors have performed their duties under S172 with regard to their responsibility to members of the company and wider stakeholder Interests. |
| Review of business |
| Gluecom UK was formed in February 2022 to facilitate the UK activities of DAM122 NV. Gluecom UK is 100% shareholder of Ace Adhesives Limited, Pafra Adhesives Limited, Britannia Adhesives Limited & Aztec Adhesives Limited. |
| Gluecom UK acts principally as a holding and property investment company. |
| Principal risks and uncertainties |
| Income is dependent on rent, management charges and dividends from Gluecom UK's subsidiaries. The largest part of that income is from dividends. The principal risk to the business would be a serious decline in the profitability of its subsidiaries. |
| Interest rate risk |
| The company has loans from DAM122NV and KBC. The loan from DAM122NV is at a fixed interest rate for the total duration of the loan. The KBC loan, which expires in March 2027, is at BOE rate + 1.75%. BOE rate from decreased from 5.25% to 4.75% during 2024. It is predicted that BOE rates will fall during the remainder of 2025.. |
| Currency risk |
| There is no exposure to foreign currency risk. |
| Credit risk |
| There is no exposure to credit risk. All income is from subsidiaries. |
| Liquidity risk |
| The cash position of subsidiary companies is extremely positive. Payment of management fees and rent to Gluecom UK is made in advance. Gluecom UK operates with a small cash surplus sufficient to cover every day costs. |
| Price risk |
| The cash position of subsidiary companies is extremely positive. Payment of management fees and rent to Gluecom UK is made in advance. Gluecom UK operates with a small cash surplus sufficient to cover every day costs. |
| Development and performance |
| The directors see a positive future for the coming years by strengthening the company's position in its core markets through further UK acquisitions. |
| Key performance indicators |
| Gluecom UK performed well in 2024 with most KPIs showing improvement |
| Income From Shares Increased |
| Profit Before Tax Increased |
| Shareholder Funds Increased |
| Post reporting period events |
| There are no post reporting period events specific to Gluecom UK Limited. |
| Gluecom UK Limited (Registered number: 13890315) |
| Strategic Report |
| for the year ended 31 December 2024 |
| On behalf of the board: |
| Gluecom UK Limited (Registered number: 13890315) |
| Directors' Report |
| for the year ended 31 December 2024 |
| The directors present their report with the financial statements of the company for the year ended 31 December 2024. |
| Principal activity |
| The principal activity in the period under review was acting as holding company and property investment company. |
| Dividends |
| No dividends will be distributed for the year ended 31 December 2024. |
| Directors |
| The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report. |
| Statement of directors' responsibilities |
| The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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; |
| - | 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. |
| Statement as to disclosure of information to auditors |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| On behalf of the board: |
| Independent Auditors' Report to the Members of |
| Gluecom UK Limited |
| Opinion |
| We have audited the financial statements of Gluecom UK Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the company's affairs as at 31 December 2024 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Directors' Report, but does not include the financial statements and our Auditors' Report thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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: |
| - | the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements. |
| Independent Auditors' Report to the Members of |
| Gluecom UK Limited |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities, 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 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. |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| We 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 discussed with the management the policies and procedures in place regarding compliance with laws and regulations. We discussed amongst the audit team the identified laws and regulations, and remained alert to any indications of non-compliance. |
| During the audit we focused on laws and regulations which could reasonably be expected to give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. |
| Our procedures in relation to fraud included but were not limited to: inquires of management whether they have any knowledge of any actual, suspected or alleged fraud, and discussions amongst the audit team regarding risk of fraud such as opportunities for fraudulent manipulation of financial statements. We determined that the principal risks related to posting manual journal entries to manipulate financial performance and management bias through judgements in accounting estimates. We also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. Our tests include agreeing the financial statement disclosures to underlying supporting documentation. |
| Independent Auditors' Report to the Members of |
| Gluecom UK Limited |
| Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. In assessing the potential risks of material misstatement we obtained an understanding of; the entities operations, including the nature of its revenue sources and services and of its objectives and strategies to understand the classes of transactions, account balances, expected financial statement disclosures and business risks that may result in risks of material misstatement. We did not identify any matters relating to non-compliance with laws and regulations relating to fraud. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report. |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| Statutory Auditor |
| New Derwent House |
| 69-73 Theobalds Road |
| London |
| WC1X 8TA |
| Gluecom UK Limited (Registered number: 13890315) |
| Income Statement |
| for the year ended 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| Turnover |
| Administrative expenses | ( |
) | ( |
) |
| (137,980 | ) | (52,569 | ) |
| Other operating income |
| Operating profit | 5 |
| Income from shares in group undertakings |
| 1,402,872 | 1,226,431 |
| Interest payable and similar expenses | 6 | ( |
) | ( |
) |
| Profit before taxation |
| Tax on profit | 7 | ( |
) |
| Profit for the financial year |
| Gluecom UK Limited (Registered number: 13890315) |
| Other Comprehensive Income |
| for the year ended 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| Profit for the year |
| Other comprehensive income | - | - |
| Total comprehensive income for the year |
| Gluecom UK Limited (Registered number: 13890315) |
| Balance Sheet |
| 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ | £ |
| Fixed assets |
| Tangible assets | 8 |
| Investments | 9 |
| Current assets |
| Debtors | 10 |
| Cash at bank |
| Creditors |
| Amounts falling due within one year | 11 |
| Net current liabilities | ( |
) | ( |
) |
| Total assets less current liabilities |
| Creditors |
| Amounts falling due after more than one year |
12 |
| Net assets |
| Capital and reserves |
| Called up share capital | 13 |
| Share premium | 14 |
| Retained earnings | 14 |
| Shareholders' funds |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Gluecom UK Limited (Registered number: 13890315) |
| Statement of Changes in Equity |
| for the year ended 31 December 2024 |
| Called up |
| share | Retained | Share | Total |
| capital | earnings | premium | equity |
| £ | £ | £ | £ |
| Balance at 1 January 2023 |
| Changes in equity |
| Total comprehensive income | - | - |
| Balance at 31 December 2023 |
| Changes in equity |
| Total comprehensive income | - | - |
| Balance at 31 December 2024 |
| Gluecom UK Limited (Registered number: 13890315) |
| Notes to the Financial Statements |
| for the year ended 31 December 2024 |
| 1. | Statutory information |
| Gluecom UK Limited is a |
| 2. | Accounting policies |
| Basis of preparing the financial statements |
| Financial Reporting Standard 102 - reduced disclosure exemptions |
| The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
| • | the requirements of Section 7 Statement of Cash Flows. |
| Where required equivalent disclosures are given in the group accounts of DAM122 NV. |
| Preparation of consolidated financial statements |
| The financial statements contain information about Gluecom UK Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, DAM 122 NV, Pathokeweg 122, 8000, Brugge, Belgium. |
| Related party exemption |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Tangible fixed assets |
| Freehold property | - |
| Investments in subsidiaries |
| Investments in subsidiary undertakings are recognised at cost. |
| Taxation |
| Taxation 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 equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Gluecom UK Limited (Registered number: 13890315) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 2. | Accounting policies - continued |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| 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 measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| 3. | Employees and directors |
| There were no staff costs for the year ended 31 December 2024 nor for the year ended 31 December 2023. |
| The average number of employees during the year was NIL (2023 - NIL). |
| 4. | Directors' emoluments |
| 2024 | 2023 |
| £ | £ |
| Directors' remuneration |
| 5. | Operating profit |
| The operating profit is stated after charging: |
| 2024 | 2023 |
| £ | £ |
| Depreciation - owned assets |
| Auditor remuneration |
| 6. | Interest payable and similar expenses |
| 2024 | 2023 |
| £ | £ |
| Bank loan interest |
| Other interest payable |
| Interest payable on group loan |
| 7. | Taxation |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 2024 | 2023 |
| £ | £ |
| Current tax: |
| UK corporation tax |
| Tax on profit |
| Gluecom UK Limited (Registered number: 13890315) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 7. | Taxation - continued |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2024 | 2023 |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of (2023 - |
| Effects of: |
| Expenses not deductible for tax purposes |
| Income not taxable for tax purposes | ( |
) | ( |
) |
| Utilisation of tax losses | ( |
) |
| Adjustments to tax charge in respect of previous periods |
| Tax losses not provided for | - | 45,922 |
| Total tax charge | - | 37,937 |
| 8. | Tangible fixed assets |
| Freehold |
| property |
| £ |
| Cost |
| At 1 January 2024 |
| and 31 December 2024 |
| Depreciation |
| At 1 January 2024 |
| Charge for year |
| At 31 December 2024 |
| Net book value |
| At 31 December 2024 |
| At 31 December 2023 |
| 9. | Fixed asset investments |
| Shares in |
| group |
| undertakings |
| £ |
| Cost |
| At 1 January 2024 |
| Additions |
| At 31 December 2024 |
| Net book value |
| At 31 December 2024 |
| At 31 December 2023 |
| Gluecom UK Limited (Registered number: 13890315) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 9. | Fixed asset investments - continued |
| The company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Registered office: Shenstone Drive, Northgate Aldridge, Walsall, West Midlands, WS9 8TP |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2024 | 2023 |
| £ | £ |
| Aggregate capital and reserves |
| Profit for the year |
| Registered office: Pafra House, Bentalls, Basildon, Essex, England, SS14 3BU |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2024 | 2023 |
| £ | £ |
| Aggregate capital and reserves |
| Profit for the year |
| Registered office: Victoria Road, Hyde, Cheshire, SK14 4QN |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2024 | 2023 |
| £ | £ |
| Aggregate capital and reserves |
| Profit for the year |
| This subsidiary is held indirectly. |
| Registered office: Shenstone Drive, Northgate Aldridge, Walsall, West Midlands, WS9 8TP |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2024 |
| £ | £ |
| Aggregate capital and reserves |
| Profit for the year |
| Gluecom UK Limited (Registered number: 13890315) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 9. | Fixed asset investments - continued |
| Registered office: C/O Pafra Adhesives, Bentalls, Basildon, Essex, England, SS14 3BU |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2024 | 2023 |
| £ | £ |
| Aggregate capital and reserves | ( |
) |
| (Loss)/profit for the year | ( |
) |
| On 30 August 2024 Gluecom UK Limited acquired 100% of the share capital of Adhesives Direct UK Limited. |
| 10. | Debtors: amounts falling due within one year |
| 2024 | 2023 |
| £ | £ |
| Amounts owed by group undertakings |
| Prepayments and accrued income |
| 11. | Creditors: amounts falling due within one year |
| 2024 | 2023 |
| £ | £ |
| Trade creditors |
| Amounts owed to group undertakings |
| Tax | ( |
) |
| VAT | 11,707 | 23,709 |
| Other creditors |
| Accrued expenses |
| 12. | Creditors: amounts falling due after more than one year |
| 2024 | 2023 |
| £ | £ |
| Amounts owed to group undertakings |
| Other creditors |
| 13. | Called up share capital |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary | 1.00 | 10,000 | 10,000 |
| Gluecom UK Limited (Registered number: 13890315) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 14. | Reserves |
| Retained | Share |
| earnings | premium | Totals |
| £ | £ | £ |
| At 1 January 2024 | 5,353,244 |
| Profit for the year |
| At 31 December 2024 | 6,499,167 |
| 15. | Ultimate controlling party |
| As at 31 December 2024 the immediate and ultimate parent company is DAM122 NV, a company incorporated in Belgium. The company's registered office and address for obtaining accounts is Pathoekeweg 122, 8000 Brugge, Belgium. |