wk-2024-12-31-ixbrl

Page 2

THE VALSPAR (UK) HOLDING CORPORATION LIMITED

(REGISTERED NUMBER: 03171339)

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The Directors present their strategic report for the year ended 31 December 2024.

PRINCIPAL ACTIVITIES

The principal activity of The Valspar (UK) Holding Corporation Limited (the "Company") is to act as a holding

company. The Company's subsidiary undertakings activities are the consumer business, manufacturing and

distribution of coatings and ink to the metal packaging industry.

REVIEW OF BUSINESS

Profit and loss account

The loss for the year, after taxation, amounted to (£9,270,421) (2023: loss of (£8,003,643)). No dividends were

received during the year (2023: £nil) and no dividends were paid during the year (2023: £nil).

Balance sheet

The Directors re-assessed the holding value of the individual investments in subsidiary undertakings and

concluded there was no additional impairment provision for this year (2023: £nil). There were no exchange

differences that have arisen on the loans within investments (2023: exchange differences of £nil).

Accumulated losses amounted to £1,728,031 (2023: accumulated profit £7,542,390). During the year the

Company received capital contribution of £7,602,309 (2023: £857,763)

Consolidation

The Sherwin-Williams Company is the parent of the group in whose accounts the entity is consolidated.

PRINCIPAL RISKS AND UNCERTAINTIES

The Company has implemented a coordinated set of risk management and control systems, including strategic

planning and management reporting, to help anticipate, measure, monitor and manage its exposure to risk.

Risks impacting the Company include:

Foreign exchange risk

The Company has investments in companies based overseas. The Company is therefore exposed to foreign

exchange risk.

Interest Rate Risk

The Company has loans and borrowings, which are subject to floating interest rates. The Company is therefore

exposed to interest rate risk.

Investment Risk

The Company holds a number of investments. These companies operate in competitive environments. This

competition could lead to decreased performance of the Company's investments and therefore lead to risk of

impairment for the Company.

SECTION 172(1) STATEMENT

See Report of the Directors page 4.

Page 3

THE VALSPAR (UK) HOLDING CORPORATION LIMITED

(REGISTERED NUMBER: 03171339)

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2024

ANALYSIS OF KEY PERFORMANCE INDICATORS

The Company measures its performance on a number of key performance indicators, including:

- accurate monthly accounts closed by day 3 of month end - monitored by corporate;

- balance sheet accounts reconciled by end of the following month - monitored by corporate;

- annual impairment reviews made on investments - monitored by corporate;

- loans rolled over and sufficient funding available for acquisitions, with minimal interest expense - monitored

by corporate;

- statutory accounts filed on time and no penalties incurred - evidenced by filing date;

- tax returns filed on time and no penalties incurred - evidenced by filing date and;

- clean audit reports, both internal and external, as evidenced by no material misstatements or audit

qualifications - evidenced by no misstatement.

ON BEHALF OF THE BOARD:

.........................................................................

J J Miklich - Director

Date: 1 October 2025

Page 4

THE VALSPAR (UK) HOLDING CORPORATION LIMITED

(REGISTERED NUMBER: 03171339)

REPORT OF THE DIRECTORS

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.

DIVIDENDS

Dividends of £0 were paid or received during the year ended 31 December 2024 (2023 - £0). A dividend of

£34,000,000 was paid in February 2025.

FUTURE DEVELOPMENTS

The Company will continue to hold existing and future investments in companies which are ultimately owned

by The Sherwin-Williams Company.

POST BALANCE SHEET EVENTS

During 2025 £60m was transferred from share premium reserve to the capital contribution reserve. A dividend

of £34m was paid to Sherwin-Williams Coatings S.a.r.l, a Company incorporated in Luxembourg, during

quarter one of 2025.

DIRECTORS

The Directors, who served during the financials year and to the date of this report except as noted, were as

follows:

J J Miklich

J M Donchess - resigned on 20 January 2025

S J Walker

J P Lang - appointed on 20 January 2025

FINANCIAL INSTRUMENTS

The Company's financial risk management objectives and policies, including the exposure to market risk, credit

risk and liquidity risk are set out below.

The Company has implemented a co-ordinated set of risk management and control systems, including strategic

planning and management reporting, to help anticipate, measure, monitor and manage its exposure to risk.

DIRECTORS' LIABILITIES

The Company has granted an indemnity to one or more of its Directors against liability in respect of proceedings

brought by third parties, subject to the conditions set out in section 234 of the Companies Act 2006. Such

qualifying third party indemnity provision remains in force as at the date of approving the Directors' report.

GOING CONCERN

The Company operates in a low growth market environment which is set to continue in 2025. The Company

continues to manage its risk by developing innovation in its product range, and maintaining a very strong brand

presence through advertising and promotional literature spend. The Company is financially sound and continues

to have strong customer retention from its customer base who place a value on continuity of supply.

In assessing the appropriateness of the application of the going concern basis, the Directors have considered the

uncertainties around the general economic environment, the current and future trading performance of the

Company and the available cash. The Directors have a reasonable expectation that the Company has adequate

resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the

going concern basis in preparing the financial statements.

The Company is part of The Sherwin-Williams Company, a company incorporated in the United States of

America. The Company is a Listed Fortune 500 Company and provides comfort in respect of the provision of

financial support to this company to assist in meeting liabilities as and when they fall due to the extent that

money is not otherwise available to meet such liabilities.

S172 STATEMENT

The Directors fulfil their duty by ensuring that there is a strong governance structure and process running

through all aspects of the Sherwin-Williams Group's (the group of companies that make up The Sherwin-

Williams Company) operations. The Sherwin-Williams Group's strategy and business model are underpinned by

the employees and all members of the Board undertake regular site visits to deliver key engagement and

development programmes. The Sherwin-Williams Group engages with its key stakeholders in a variety of ways,

Page 5

THE VALSPAR (UK) HOLDING CORPORATION LIMITED

(REGISTERED NUMBER: 03171339)

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2024

explained in more detail in the Strategic Report (pages 2 to 3) and the Directors' responsibilities statement on

page 6. The Board is kept informed of all relevant issues by means of a number of written reports against agreed

Key Performance Indicators (KPIs).

The Board of Directors of The Valspar (UK) Holding Corporation Limited (the "Company") consider that they,

both individually and collectively, have acted in a way that would be most likely to promote the success of the

Company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in

S172(1)(a-f) of the Act) in the decisions they have taken during the year ended 31 December 2024. In making

this statement the Directors considered the longer-term consideration of stakeholders and the environment and

have taken into account the following:

a) the likely consequences of any decisions in the long-term;

b) the interests of the Company’s employees;

c) the need to foster the Company’s business relationships with suppliers, customers and others;

d) the impact of the Company’s operations on the community and the environment;

e) the desirability of the Company maintaining a reputation for high standards of business conduct; and

f) the need to act fairly as between members of the Company.

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 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.

AUDITORS

The auditors, Bradshaw Johnson, will be proposed for re-appointment at the forthcoming Annual General

Meeting.

ON BEHALF OF THE BOARD:

.........................................................................

J J Miklich - Director

Date: 1 October 2025

Page 6

THE VALSPAR (UK) HOLDING CORPORATION LIMITED

(REGISTERED NUMBER: 03171339)

STATEMENT OF DIRECTORS' RESPONSIBILITIES

FOR THE YEAR ENDED 31 DECEMBER 2024

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), including FRS 102

“The Financial Reporting Standard applicable in the UK and Republic of Ireland”. 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 judgments 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.

Page 7

THE VALSPAR (UK) HOLDING CORPORATION LIMITED

(REGISTERED NUMBER: 03171339)

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

THE VALSPAR (UK) HOLDING CORPORATION LIMITED

Opinion

We have audited the financial statements of The Valspar (UK) Holding Corporation Limited (the "Company")

for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Statement of

Financial Position, 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 Account 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 Company's affairs as at 31 December 2024 and of its profit for the 12

month period 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

Financial Reporting Council’s (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, the Report of the Directors and the Statement of Directors' Responsibilities, but does not

include the financial statements and our Report of the Auditors 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.

Page 8

THE VALSPAR (UK) HOLDING CORPORATION LIMITED

(REGISTERED NUMBER: 03171339)

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

THE VALSPAR (UK) HOLDING CORPORATION LIMITED

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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of

the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

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 set out on page six, 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.

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 a Report of the Auditor's 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 considered the nature of the Company's industry and its control environment, and reviewed the Company's

documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We

also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the Company operates in, and

identified the key laws and regulations that:

- had a direct effect on the determination of material amounts and disclosures in the financial statements. These

included the UK Companies Act and tax legislation; and

- do not have a direct effect on the financial statements but compliance with which may be fundamental to the

Company's ability to operate or to avoid a material penalty.

Page 9

THE VALSPAR (UK) HOLDING CORPORATION LIMITED

(REGISTERED NUMBER: 03171339)

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

THE VALSPAR (UK) HOLDING CORPORATION LIMITED

We discussed among the audit engagement team including relevant internal specialists such as tax specialists

regarding the opportunities and incentives that may exist within the organisation for fraud and how and where

fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to

the risk of management override. In addressing the risk of fraud through management override of controls, we

tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in

making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any

significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

- reviewing financial statement disclosures by testing to supporting documentation to assess compliance with

provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of

material misstatement due to fraud;

- enquiring of management and external legal counsel concerning actual and potential litigation and claims, and

instances of non-compliance with laws and regulations; and

- reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing

correspondence with HMRC.

A further description of our responsibilities for the audit of the financial statements is located on the Financial

Reporting Council's website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of

our Report of the Auditors.

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 a Report of the Auditor’s 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.

Andrew Pearce (Senior Statutory Auditor)

for and on behalf of Bradshaw Johnson

Chartered Accountants

Statutory Auditor

Croft Chambers

11 Bancroft

Hitchin

Hertfordshire

SG5 1JQ

Date: 1 October 2025

Page 10

THE VALSPAR (UK) HOLDING CORPORATION LIMITED

(REGISTERED NUMBER: 03171339)

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024


		31.12.24	31.12.23
	Notes	£	£
TURNOVER		—	—

Administrative expenses		17,055	16,598

		(17,055)	(16,598)

Other operating income	3	29	13

OPERATING PROFIT/(LOSS)	6	(17,026)	(16,585)

Interest receivable and similar income	7	1,440,018	1,685,129

		1,422,992	1,668,544

Interest payable and similar expenses	8	10,693,413	9,672,187

LOSS BEFORE TAXATION		(9,270,421)	(8,003,643)

Tax on loss	9	—	—

LOSS FOR THE FINANCIAL YEAR		(9,270,421)	(8,003,643)

OTHER COMPREHENSIVE INCOME

Capital contribution		—	857,763

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX		—	857,763

TOTAL COMPREHENSIVE LOSS FOR THE YEAR		(9,270,421)	(7,145,880)

The notes form part of these financial statements

Page 11

THE VALSPAR (UK) HOLDING CORPORATION LIMITED

(REGISTERED NUMBER: 03171339)

STATEMENT OF FINANCIAL POSITION

31 DECEMBER 2024


		31.12.24		31.12.23
	Notes	£	£	£	£
FIXED ASSETS
Investments	10		560,448,709		560,448,709

CURRENT ASSETS
Debtors	11	310,434,711		140,512,404
Cash at bank		38,889,734		7,927,789
		349,324,445		148,440,193


CREDITORS
Amounts falling due within one year	12	504,847,375		302,295,011

NET CURRENT LIABILITIES			(155,522,930)		(153,854,818)

TOTAL ASSETS LESS CURRENT LIABILITIES			404,925,779		406,593,891

CAPITAL AND RESERVES
Called up share capital	14		1,005		1,005
Share premium	15		398,192,733		398,192,733
Capital contribution reserve	15		8,460,072		857,763
Retained earnings	15		(1,728,031)		7,542,390

SHAREHOLDERS' FUNDS			404,925,779		406,593,891

The financial statements were approved and authorised for issue by the Board of Directors on 1 October 2025

and were signed on its behalf by:

......................................................................

J J Miklich - Director

The notes form part of these financial statements

Page 12

THE VALSPAR (UK) HOLDING CORPORATION LIMITED

(REGISTERED NUMBER: 03171339)

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024


	Called up share capital	Retained earnings	Share premium	Capital contribution reserve	Total equity
	£	£	£	£	£
Balance at 1 January 2023	1,005	15,546,033	398,192,733	—	413,739,771

Changes in equity
Deficit for the year	—	(8,003,643)	—	—	(8,003,643)
Other comprehensive income	—	—	—	857,763	857,763
Total comprehensive loss	—	(8,003,643)	—	857,763	(7,145,880)

Balance at 31 December 2023	1,005	7,542,390	398,192,733	857,763	406,593,891

Changes in equity
Total comprehensive loss	—	(9,270,421)	—	—	(9,270,421)
Capital Contribution	—	—	—	7,602,309	7,602,309

Balance at 31 December 2024	1,005	(1,728,031)	398,192,733	8,460,072	404,925,779

The notes form part of these financial statements

Page 13

THE VALSPAR (UK) HOLDING CORPORATION LIMITED

(REGISTERED NUMBER: 03171339)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1. STATEMENT OF COMPLIANCE

The Valspar (UK) Holding Corporation Limited is a private company limited by shares incorporated in England.

The registered office is:

Avenue One

Station Lane

Witney, Oxfordshire

OX28 4XR

The Company's financial statements have been prepared in compliance with FRS 102 as it applies to the

financial statements for the year ended 31 December 2024.

2. ACCOUNTING POLICIES

2.1. Basis of preparing the financial statements

The financial statements have been prepared in accordance with applicable accounting standards. The financial

statements are prepared in sterling.

2.2. Going concern

The Directors have considered the adoption of the going concern basis in preparing the financial statements

given the current economic climate and have formed the conclusion that there are no material uncertainties with

respect to the Company's ability to continue as a going concern for the foreseeable future. In forming this view

the Directors have considered the uncertainties around the general economic environment, the current and future

performance of the Company and the available cash. The Directors have a reasonable expectation that the

Company has adequate resources to continue in operational existence for the foreseeable future. The Company

is dependent on financial support being made available by its ultimate parent company, The Sherwin-Williams

Company, to enable it to continue in operational existence and to meet its debts as they fall due. The Directors

confirm this support is in place and have assessed the ability of the parent company to provide this support and

therefore believe that it is appropriate to prepare financial statements on a going concern basis.

2.3. Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial

statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of

Ireland":


-	the requirements of Section 7 Statement of Cash Flows;
-	the requirement of paragraph 33.7.

2.4. Group financial statements

The financial statements contain information about The Valspar (UK) Holding Corporation Limited as an

individual company and do not contain consolidated financial information as the parent of a group. The

Company is exempt under Section 400 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, The Sherwin-Williams Company, a Company registered in the

United States of America.

2.5. Critical accounting judgements and key sources of estimation uncertainty

Investments in subsidiaries are recorded at cost. Where there is an indication of investment impairment,

impairment reviews are carried out annually using a discounted cash flow model.

2.6. Taxation

Taxation for the year comprises current 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 taxation assets and liabilities are not discounted.

Page 14

THE VALSPAR (UK) HOLDING CORPORATION LIMITED

(REGISTERED NUMBER: 03171339)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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 statement of financial position date.

2.7. Deferred taxation

Deferred tax is not recognised.

2.8. Foreign currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at

the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate

of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the

operating result.

2.9. Dividends

Income is recognised when the Company's right to receive payment is established.

2.10. Investment in subsidiaries

Investments held as fixed assets are stated at cost less any provisions for impairment. Investments are reviewed

annually for impairment if events or changes in circumstances indicate that the carrying amount may not be

recoverable.

2.11. Short-term debtors and creditors

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at

transaction price. Any losses arising from impairment are recognised in the income statement in other operating

income.

3. OTHER OPERATING INCOME


	31.12.24	31.12.23
	£	£
Exchange gains	29	13

4. EMPLOYEES AND DIRECTORS

There were no staff and no staff costs for the years ended 31 December 2024 and 2023, respectively.

5. DIRECTORS' REMUNERATION

Directors' remuneration for the year ended 31 December 2024 and year ended 31 December 2023 have been

borne by the ultimate parent undertaking. The Directors of the Company are also Directors or Officers of other

companies within the Sherwin-Williams group (the group of companies that make up The Sherwin-Williams

Company). The Directors' services to the Company do not occupy a significant amount of their time. As such,

the Directors have not received any remuneration for their incidental services to the Company for the year ended

31 December 2024 and year ended 31 December 2023.

Share options in the ultimate parent undertaking are granted to the Directors. During the year no directors

exercised share options (2023: nil).

Page 15

THE VALSPAR (UK) HOLDING CORPORATION LIMITED

(REGISTERED NUMBER: 03171339)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

6. OPERATING (LOSS)/PROFIT

The operating profit (2023 - operating loss) is stated after charging:


	31.12.24	31.12.23
	£	£
Auditors' remuneration	1,800	1,800
Professional services	12,000	12,000
Foreign exchange differences	(29)	(13)

7. INTEREST RECEIVABLE AND SIMILAR INCOME


	31.12.24	31.12.23
	£	£
Interest receivable from group undertakings	1,440,018	1,685,129

8. INTEREST PAYABLE AND SIMILAR EXPENSES


	31.12.24	31.12.23
	£	£
Interest payable to group undertakings	10,693,413	9,672,187

9. TAXATION

9.1. Analysis of the tax charge

No liability to UK corporation tax arose for the years ended 31 December 2024 and 2023, respectively.

9.2. Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is

explained below:


	31.12.24	31.12.23
	£	£
Loss before tax	(9,270,421)	(8,003,643)

Loss multiplied by the standard rate of corporation tax in the UK of 25%	(2,317,605)	(2,000,911)

Effects of:
Gain on disposal of investment	—	—
Exempt dividend received	—	—
Group relief for nil payment	2,317,605	2,000,911
Impairment in subsidiaries	—	—

Total tax charge	—	—

Page 16

THE VALSPAR (UK) HOLDING CORPORATION LIMITED

(REGISTERED NUMBER: 03171339)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

9.3. Tax effects relating to effects of other comprehensive income


	31.12.24
	Gross	Tax	Net
	£	£	£
Capital contribution	—	—	—

9.4. Deferred taxation

The deferred tax asset not recognised in the financial statements is as follows:


		2024		2023
		Not		Not
	Recognised	Recognised	Recognised	Recognised
	£	£	£	£
Tax losses	—	1,219,293	—	3,973,302
Deferred tax asset (unrecognised)	—	1,219,293	—	3,973,302

The standard rate of tax applied to reported profit on ordinary activities is 25% (2023: 25%). Tax losses

continue to be unrecognised in The Valspar (UK) Holding Corporation Limited as it is loss making.

10. INVESTMENTS


	Loan	Equity	Totals
	£	£	£
COST
At 1 January 2024 and 31 December 2024	1,014,076	608,887,581	609,901,657

PROVISIONS
At 1 January 2024 and 31 December 2024	—	49,452,948	49,452,948

NET BOOK VALUE
At 31 December 2024	1,014,076	559,434,633	560,448,709

At 31 December 2023	1,014,076	559,434,633	560,448,709

The loan included within Investments, relates to an interest free loan provided to Sherwin Williams Italy S.r.l.

The outstanding amount as of 31 December 2024 is (£1,014,076.) This interest free loan has no fixed

repayment terms. This loan is not expected to be repaid within 12 months.

Details for the investments in which the Company (unless indicated) hold 20% or more of the nominal value of

any class of share capital are as follows:


Name of company	Country of registration or incorporation	Holding	Proportion of voting rights and shares held
Sherwin-Williams UK Limited	England and Wales	Ordinary shares	100%
The Valspar (Nantes) Corporation S.A.S	France	Ordinary shares	100%

Page 17

THE VALSPAR (UK) HOLDING CORPORATION LIMITED

(REGISTERED NUMBER: 03171339)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024


The Valspar (Switzerland) Corporation AG	Switzerland	Ordinary shares	100%
The Valspar (Finland) Corporation Oy	Finland	Ordinary shares	100%
Sherwin-Williams Italy S.R.L	Italy	Ordinary shares	100%
Investment:
Vemiplast AG Switzerland* (held by a subsidiary undertaking)	Switzerland	Ordinary shares	35%
Inver S.p.A.* (held by a subsidiary undertaking)	Italy	Ordinary shares	100%
Sherwin-Williams France Finishes SAS (held by a subsidiary undertaking)	France	Ordinary shares	100%
Invercolor Bologna S.r.l. (held by a subsidiary undertaking)	Italy	Ordinary shares	100%
Valspar LLC (Russia) (held by a subsidiary undertaking)	Russia	Ordinary shares	100%
Valspar (France) Corporation SAS (held by a subsidiary undertaking)	France	Ordinary shares	100%
Inver Polska Sp. z o.o (held by a subsidiary undertaking)	Poland	Ordinary shares	100%
ICA Iberia Sau (held by a subsidiary undertaking)	Spain	Ordinary shares	100%
ICA Deutschland Lacke GmbH (held by a subsidiary undertaking)	Germany	Ordinary shares	100%
ICA Pidilite Private Ltd (held by a subsidiary undertaking)	India	Ordinary shares	45%
ICA China Co. Ltd (held by a subsidiary undertaking)	Hong Kong	Ordinary shares	70%
Zhongshan ICA Trading Co. Ltd (held by a subsidiary undertaking)	China	Ordinary shares	100%
ICA Polska Sp. z o.o. (held by a subsidiary undertaking)	Poland	Ordinary shares	100%
ICA Radomsko Sp. Zoo (held by a subsidiary undertaking)	Poland	Ordinary shares	52.50%
ICA Lodz Sp. Zoo (held by a subsidiary undertaking)	Poland	Ordinary shares	52.50%
ICA Jarocin Sp. Zoo (held by a subsidiary undertaking)	Poland	Ordinary shares	37.50%
Inver France SAS (held by a subsidiary undertaking)	France	Ordinary shares	100%
The Valspar Research Corporation SAS (held by a subsidiary undertaking)	France	Ordinary shares	100%
Sherwin-Williams Poland Sp. z o.o (held by a subsidiary undertaking)	Poland	Ordinary shares	100%
Powdertech OU (held by a subsidiary undertaking)	Estonia	Ordinary shares	100%
Phoenix Fire Protection (Asia) Ltd. (held by a subsidiary undertaking)	BVI	Ordinary shares	100%
Phoenix Fire Technologies (UK) Limited* (held by a subsidiary undertaking)	England and Wales	Ordinary shares	100%
Inver East Med A.E. (held by a subsidiary undertaking)	Greece	Ordinary shares	100%
Isva Vernici S.r.l (held by a subsidiary undertaking)	Italy	Ordinary shares	100%
Inver Industrial Coatings Srl (held by a subsidiary undertaking)	Romania	Ordinary shares	100%
Valspar D.o.o Beograd (held by a subsidiary undertaking)	Serbia	Ordinary shares	100%
ICA Opole Sp. Zoo (held by a subsidiary undertaking)	Poland	Ordinary shares	27%

Page 18

THE VALSPAR (UK) HOLDING CORPORATION LIMITED

(REGISTERED NUMBER: 03171339)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024


ICA S.p.A (held by a subsidiary undertaking)	Italy	Ordinary shares	100%

*Non-trading

All of the subsidiaries are unlisted and have accounting periods coterminous to The Valspar (UK) Holding

Corporation Limited.

All of the trading subsidiaries are involved in the manufacture and supply of coatings and inks.

In the opinion of the Directors, the investments in and amounts due from the Company's subsidiary undertakings

are worth at least the amounts at which they are stated in the balance sheet.

11. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


	31.12.24	31.12.23
	£	£
Amounts owed by group undertakings	310,434,711	140,512,404

12. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


	31.12.24	31.12.23
	£	£
Amounts due to other group undertakings	504,820,698	302,282,134
Accruals and deferred income	26,677	12,877

	504,847,375	302,295,011

Amounts owed to fellow group undertakings, other than those presented as falling due after more than one year,

are repayable on demand in the month following the invoice. Interest is charged at listed base rates (or 0.00%)

+/- 200 basis points.

EUR: Daily Euro short-term rate (€STR) as published by the European Central Bank

GBP: Daily SONIA overnight rate as published by the Bank of England

USD: Daily 30-Day Average of SOFR as published by the Federal Bank of New York

13. LOANS

An analysis of the maturity of loans is given below:


	31.12.24	31.12.23
	£	£
Amounts falling due within one year or on demand:
Bank overdrafts	—	—

14. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:


Number:	Class:	Nominal value:	31.12.24	31.12.23
			£	£
1,005	Ordinary	£1	1,005	1,005

Page 19

THE VALSPAR (UK) HOLDING CORPORATION LIMITED

(REGISTERED NUMBER: 03171339)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15. RESERVES


	Retained Earnings	Share premium	Capital contribution reserve	Totals
	£	£	£	£
At 1 January 2024	7,542,390	398,192,733	857,763	406,592,886
Deficit for the year	(9,270,421)	—	—	(9,270,421)
Capital contribution	—	—	7,602,309	7,602,309
At 31 December 2024	(1,728,031)	398,192,733	8,460,072	404,924,774

During the period, the Company received a capital contribution in relation to intercompany balances across

Sherwin-Williams EMEAI entities

16. RELATED PARTY TRANSACTION

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.

17. ULTIMATE PARENT UNDERTAKING AND CONTROLLING PARTY

The Company's immediate parent undertaking is Sherwin-Williams Coatings S.a.r.l, a Company incorporated in

Luxembourg.

As at 31 December 2024 the Company's ultimate parent undertaking and controlling party is The Sherwin-

Williams Company, which is incorporated in the United States of America. Copies of its group financial

statements, which include the Company are available from www.investors.sherwin-williams.com and:

The Sherwin-Williams Company

101 W. Prospect Avenue

Cleveland

Ohio

USA

44115-1075

18. POST BALANCE SHEET EVENTS

During 2025 £60m was transferred from share premium reserve to the capital contribution reserve. A dividend

of £34m was paid to Sherwin-Williams Coatings S.a.r.l, a Company incorporated in Luxembourg, during

quarter one of 2025.


	Page

Company Information	1

Strategic Report	2

Report of the Directors	4

Statement of Directors' Responsibilities	6

Report of Independent Auditors	7

Statements of Comprehensive Income	10

Statements of Financial Position	11

Statements of Changes in Equity	12

Notes to the Financial Statements	13


DIRECTORS:	J J Miklich
	S J Walker
	J P Lang

REGISTERED OFFICE:	Avenue One
	Station Lane
	Witney, Oxfordshire
	OX28 4XR

REGISTERED NUMBER:	03171339 (England and Wales)

AUDITORS:	Bradshaw Johnson
	Chartered Accountants
	Statutory Auditor
	Croft Chambers
	11 Bancroft
	Hitchin
	Hertfordshire
	SG5 1JQ