Company Registration No. 03366192 (England and Wales)
Solventis Limited
Annual report and financial statements
for the year ended 31 December 2024
Solventis Limited
Company information
Directors
Nicholas Johnson
Christopher Gilbert
Martin Gratton
(Appointed 3 June 2024)
Russel Argo
(Appointed 3 June 2024)
Company number
03366192
Registered office
Alpha House
Lawnswood Business Park
Redvers Close
Leeds
West Yorkshire
LS16 6QY
United Kingdom
Independent auditor
Deloitte LLP
Statutory Auditors
1 City Square
Leeds
United Kingdom
LS1 2AL
United Kingdom
Solventis Limited
Contents
Page
Strategic report
1 - 6
Directors' report
7 - 10
Independent auditor's report
11 - 13
Statement of comprehensive income
14
Statement of financial position
15
Statement of changes in equity
16
Notes to the financial statements
17 - 35
Solventis Limited
Strategic report
For the year ended 31 December 2024
1

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

Review of the business

In this period of review the group, of which Solventis Ltd was a part of, was acquired by Brenntag NV which is part of the Brenntag SE group of companies (the Brenntag Group). Shares in the UK Solventis entities were subsequently transferred by Brenntag NV to Brenntag UK Holding Limited which is also a part of the Brenntag Group.

Whereas prior accounts reflected the performance of the whole Solventis Group, comprising Solventis Limited and all subsidiaries, there is now no such requirement and so these accounts now only reflect the performance of Solventis Limited.

Company revenue in 2024 was down 8% at €75m compared to €81m in 2023. Whilst total volumes were similar year on year, weakening market demand reduced volumes to 3 rd parties by 6% and prices in coolants (pricing down 5%) and solvents (pricing down 8%).

This resulted in gross profit falling from €21.0 m to €17.1m.

Whilst distribution costs fell by €1.0m, administrative costs rose by €8.4m including €7.9m one-off costs incurred as part of the acquisition by the Brenntag Group. This resulted in a net operating loss of €5.2m for the year. Administrative costs are expected to return to normal levels in 2025 and so it is expected the business will quickly return to operating profitability.

Whilst net operating expenses (excluding exceptional costs) reduced compared to the prior year, these savings were not enough to offset the impact of the market pressures on the gross profit resulting in the adjusted operation margin falling from 7.6% to 3.6%.

Stock turnover increased from 9.8 in 2023 to 12.6 in 2024 as Solventis Limited held €1.47m of urea at the end of 2023 that was wholly transferred to its subsidiary, Solvenox Limited, in 2024.

Shortly after the acquisition as part of the restructuring of the entities to transfer UK entities under the control of Brenntag UK Holding Limited and Belgian entities under the control of Brenntag NV, Solventis Limited divested its interests in all Belgian registered entities, selling them to Brenntag NV. The net impact of these divestments was a gain on disposal of €37.2m and dividends received of €37.4m.

These significant gains in the year have been offset by a dividend paid to Brenntag UK Holding Limited of €90.9m.

Solventis Limited
Strategic report (continued)
For the year ended 31 December 2024
2
Principal risks and uncertainties

The group's principal risks and mitigation policies are:

Non-payment by customers.

The company has a consistent policy of insuring trade debtors and of using other established instruments to guarantee payment and credit insurance.

Currency movements.

The company has two main policies to protect itself. Firstly it attempts as far as possible to match assets and liabilities in each currency and secondly where purchases and sales are contracted in unmatched currencies, to use forward foreign exchange contracts to mitigate such risk.

Fluctuations in chemical prices.

The volatility of worldwide prices presents both risks and opportunities. Risk is managed by having a management structure and process that enables the company to react quickly to a movement in prices and thus contain and minimise any potential reduction in margin when prices are falling.

In markets where prices or currencies show volatility, opportunities arise due to uncertainty of the established market price which leads to opportunities to gain higher margins by trading between different markets.

Cash flow and liquidity risk.

The business has a low exposure to cash flow and liquidity risk due to a very low concentration of customers and these customers cover many countries. The stocks we hold are freely traded and therefore easily converted to cash assets if required. The company's strong net asset position of €32,667,688 at 31 December 2024 provides a considerable buffer against any short-term liquidity pressures and underpins the company's ability to continue to meet its liabilities as they fall due.

Development and performance

The company’s strategy is to continue to expand its business using organic growth through sales to existing markets and new markets whilst looking for opportunities to increase its product portfolio with higher margin products. Following the acquisition by the Brenntag Group it is also looking to generate commercial synergies through cross selling of its products into the Brenntag customer base whilst also supporting Brenntag’s UK operations with the capabilities of its facilities and workforce.

Measures taken to improve energy efficiency

Energy usage covered in this disclosure covers all services provided in the UK, and is primarily the energy usage at its Gunness site. Opportunities for energy saving at its Head office is limited as the fit out was 5 years ago and energy saving features such as time out lighting and low energy lighting was installed at the time of fit out. The ESOS report identifies the key areas for energy savings at our Gunness site and, during 2024, we have installed solar panels on the main warehouses at this site with go live expected in early 2025.

Solventis Limited
Strategic report (continued)
For the year ended 31 December 2024
3
Key performance indicators

The company considers its key performance indicators to be:

| 2024 | 2023
Volumes (tonnes) sold to companies outside the Brenntag group | 65,192 | 69,107
Adjusted operating margin (exceptional costs excluded) | 3.63% | 7.56%
Stock turnover (cost of sales product only) | 12.59 | 9.75

Non-financial key performance indicators

For the Company, nothing has a higher priority than the health and safety of our staff and ensuring that we carry out our operations free of incidents. It therefore considers its key non-financial indicator to be the number of lost time injuries incurred. Accidents at work and similar occurrences are recorded and evaluated centrally according to the Brenntag Group standard reporting system. Key lessons learned from any incidents are reported through the entire Brenntag Group and it is the Group’s policy to continually improve its processes and safety culture. The Company reported one lost time injury during the year (2023 – none).

Solventis Limited
Strategic report (continued)
For the year ended 31 December 2024
4
Directors' statement of compliance with duty to promote the success of the company

Under section 172(1) of the Companies Act 2006, the Board has a duty to act in good faith and in a way that would be most likely to promote the success of the Company for the benefit of its shareholders whilst having regard to matters set out in S172(1) (a‑f) of the Act:

(a) the likely long term consequences of decisions;
(b) the interest 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 and conduct; and
(f) the need to act fairly as between the Company’s owners.
To discharge their section 172(1) duties the Board have had regard to the factors set out above and acknowledge that for the business to grow over the long term, a full understanding of the Company’s stakeholders is required to ensure that the Board can make informed decisions which factor in stakeholder interest.

The Board consider its significant stakeholder groups to be:

(i) Customers and suppliers

The Company is part of the Brenntag Group, the global market leader in chemical and ingredient distribution. Brenntag’s aim is to connect chemical manufacturers (our suppliers) with chemical users (our customers) providing a complete distribution solution rather than just chemical products.

Brenntag's business partners and other stakeholders deserve the highest level of quality, reliability and efficient, innovative solutions. In order to meet these standards, Brenntag uses five core values to guide its actions:

- Care – We take responsibility for each other, our partners and the world;

- Trust – We build relationships through authenticity and commitment;

- Clarity – We work towards common goals with focus and determination;

- Excellence – We go beyond expectations, through excellence, innovation and collaboration;

- Safety – We put safety first in everything we do.

Brenntag provides its business partners with in‑depth product, application and industry expertise. The Company is able to address the different requirements of its suppliers and customers flexibly and with the focus on providing the right solution because we have experts and specialists for all customer industries in which we operate. Our experts share their knowledge of local conditions and the specific applications of our products, thereby creating real added‑value for our partners.

As part of the Brenntag Group the Company has access to a global supply network whilst maintaining a unique local depot network – this ensures that the Company is well placed to meet its business partners’ diverse requirements.

The Company’s business partners are vital to ensuring the long‑term success of the Company, this principle remains unchanged and as a business we constantly review our business model with a view to leveraging further potential.

Solventis Limited
Strategic report (continued)
For the year ended 31 December 2024
5

Directors' statement of compliance with duty to promote the success of the company (continued)

(ii) Employees

Our employees, with their expertise and dedication, play a key role in the Company’s success and long term prospects. As part of the Brenntag Group, the Company follows the Brenntag global human resources strategy. A key part of this strategy is to promote employee retention and development at every level. We encourage open dialogue, allowing employees to play a part in shaping the Company and foster a change and performance culture.

Keeping our employees safe is of the upmost importance for Brenntag. Throughout the Group, Brenntag operates in accordance with the “Safety First” principle, relying strongly on personal commitment and responsibility. Brenntag uses various methods to continuously raise employee awareness of occupational health and safety. Training is carried out regularly and best practice is constantly reviewed and rolled out across the Company.

Diversity at Brenntag encompasses several aspects, such as employees’ different cultural backgrounds, qualifications and needs. Through the exchange of knowledge, ideas and experience, diversity makes a decisive contribution to Brenntag’s success. The Company wishes to foster this exchange and further increase the diversity of the workforce to create a cosmopolitan work culture and a dynamic work environment where all employees can learn from one another.

Brenntag wishes to develop its employees according to their talents and qualifications. Across all levels of the Company and at all sites, it establishes a culture of learning and gives employees numerous opportunities to develop professionally and personally. The individual and continuous support given to our employees accords with Brenntag’s corporate values. In this context, the Company places emphasis on development measures and a feedback culture at all levels that is also part of the training programs. Brenntag offers learning programs aimed at different target groups within the organisation.

The internal online group portal supports and promotes the flow of information, communication and cooperation between Brenntag Group employees. The platform brings together Brenntag Group employees and facilitates the sharing of information, experiences and best practice methods. Throughout the Group, Brenntag places emphasis on agile and flexible working. The Company has implemented flexible working arrangements for employees provided this is compatible with their job profile.

During the year the Company also participated in the Brenntag global e‑learning programme, which offers flexible and digital‑based training on specific professional skills and regional compliance. The programme aims to foster a culture of autonomous learning.

The directors believe that investing in the Company's staff is key to its long‑term success.

(iii) Shareholders

Brenntag Group policies and procedures ensure that the Board constantly engages with its ultimate parent company Brenntag SE, which promotes and maintains consistently high standards of current, relevant, compliance. Brenntag SE’s representatives are actively involved in decisions relating to strategy, operational performance, capital investments and financial structure and their input is factored into all such decisions.

(iv) The community and environment

As part of the Brenntag Group, the consideration of the impact on the community and environment is taken at Group level. Solventis Limited is fully aligned to the Group's strategy. Further details are available in the Group Sustainability Statement of the ultimate parent company Brenntag SE which is available on the Group’s website at https://corporate.brenntag.com/en/sustainability/.

Solventis Limited
Strategic report (continued)
For the year ended 31 December 2024
6

Directors' statement of compliance with duty to promote the success of the company (continued)

ESG is a top priority in Brenntag’s activities and an essential part of our growth strategy. As global market leader, we have undertaken to promote a sustainable future. The Group published the “Future Sustainable Brenntag” strategy and vision in April 2022, and set an ambitious ESG agenda. This includes achieving net‑zero emissions by 2045 for scope 1 and 2 carbon emissions, increasing the extent to which we use sustainability criteria to steer our product portfolio and driving sustainability in our supply chains.

Details of the Company’s greenhouse gas emissions, energy consumption and energy efficiency actions can be found on page 8.

On behalf of the board

Christopher Gilbert
Director
10 October 2025
Solventis Limited
Directors' report
For the year ended 31 December 2024
7

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activit ies of the company continue to be that of the purchase, blending and resale of chemicals.

Results and dividends

The results for the year are set out on page 14.

Ordinary dividends were paid amounting to €90,863,585 (2023: €nil). The directors do not recommend payment of a final dividend.

Going concern

The company has access to considerable financial resources and has rigorous procedures for identifying, quantifying and mitigating all aspects of risk relevant to the business.

The directors have carried out a robust assessment of the risks facing both the company and the UK Group of companies of which it forms part of. The directors have prepared sensitivity analysis to assess the company’s cash flows based on different scenarios including a severe downturn in the UK economy. The cashflows cover the period to 31 December 2026 and in each scenario both the company and the UK Group of companies maintain substantial liquidity.

In addition, the directors have received confirmation from Brenntag UK Holding Limited that financial support is in place for at least 12 months from the date of signing these financial statements.

As such 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 of accounting in preparing the annual financial statements.

Future developments

The directors are satisfied with the company's performance and anticipate continued success in the future through its robust strategies. There are no plans to change the company's activities in the foreseeable future.

Directors

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

David Lubbock
(Resigned 3 June 2024)
Lisa Lubbock
(Resigned 3 June 2024)
Nicholas Johnson
David Brimacombe
(Resigned 3 June 2024)
John Marmion
(Resigned 3 June 2024)
Christopher Gilbert
Martin Gratton
(Appointed 3 June 2024)
Russel Argo
(Appointed 3 June 2024)

Qualifying third party indemnity provisions

Qualifying third party indemnity insurance was in place for the benefit of all of the directors of the company during the year and up to the date of signing the financial statements.

Auditor

The independent auditors, Deloitte LLP, were appointed during the year and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. Deloitte LLP have expressed their willingness to continue in office.

Solventis Limited
Directors' report (continued)
For the year ended 31 December 2024
8
Energy and carbon report

The firm is committed to making careful assessments of its levels of energy consumption and to reducing the impact of carbon dioxide emissions on the environment. The Company has undertaken its phase 2 ESOS audit using energy consultants and identified areas to focus on.

2024
2023
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
933,599
825,152
2024
2023
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
50.36
33.12
- Fuel consumed for owned transport
6.02
3.15
56.38
36.27
Scope 2 - indirect emissions
- Electricity purchased
187.03
130.81
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the company
1.45
10.34
Total gross emissions
244.86
177.42
Intensity ratio
Tonnes of CO2e per €'m of company revenue
3.28
2.19
Quantification and reporting methodology

Energy usage has been calculated based on gas and electricity meter readings from our invoices. Fuel used in respect of both reimbursed business mileage and in respect of vehicles owned by the firm have been taken from expense claims and have been extrapolated where data was not available.

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2024 UK Government’s Conversion Factors for Company Reporting.

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per €'m of company revenue, the recommended ratio for the sector.

Measures taken to improve energy efficiency

Energy usage covered in this disclosure covers all services provided in the UK, and is primarily the energy usage at its Gunness site. Opportunities for energy saving at its Head office is limited as the fit out was 5 years ago and energy saving features such as time out lighting and low energy lighting was installed at the time of fit out. The ESOS report identifies the key areas for energy savings at our Gunness site.

Solventis Limited
Directors' report (continued)
For the year ended 31 December 2024
9
Statement of directors' responsibilities

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;

- 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.

Strategic report

The directors have elected under Section 414c of the Companies Act 2006 to set out in the company's strategic report on pages 1 to 5 information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of information on exposure to price risk, credit risk, liquidity risk, cash flow risk and the management of these risks and engagement with suppliers, customers and others.

Post balance sheet events

There have been no significant events affecting the company since the year end.

Statement of disclosure to auditor

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.

Environment note

The company recognises the importance of its environmental responsibilities and monitors its impact on the environment and designs and implements appropriate policies to minimise any damage that might be caused by the company's activities. Initiatives designed to minimise the company's impact on the environment include recy cl ing and reducing energy consumption wherever possible.

Solventis Limited
Directors' report (continued)
For the year ended 31 December 2024
10
Donations

The co mpany made donations to charitable organisations of €99,345 (2023 - €18,239) during the year. No political donations were made during the year (2023 - €Nil).

Employee involvement

The directors systematically provide employees with information on matters of concern to them, consult them or their representatives regularly, so that their views can be taken into account when making decisions that are likely to affect their interests.

Employee involvement in the company is encouraged, as achieving a common awareness on the part of all employees of the financial and economic factors affecting the company plays a major role in maintaining its performance.

The directors encourage the involvement of employees by means of in-house newsletters, intranet, briefing and focus groups and the distribution of the company's annual results.

Disabled employees

The company is committed to employment policies, which follow best practice, based on equal opportunities for all employees, irrespective of sex, race, colour, disability or marital status. The company gives full and fair consideration to applications for employment from disabled persons, having regard to their particular aptitudes and abilities. Appropriate arrangements are made for the continued employment and training, career development and promotion of disabled persons employed by the company. If members of staff become disabled the company continues employment, either in the same or an alternative position, with appropriate retraining being given if necessary.

Approved on behalf of the board by
Christopher Gilbert
Director
10 October 2025
Solventis Limited
Independent auditor's report
To the members of Solventis Limited
11
Report on the audit of the financial statements
Opinion

In our opinion the financial statements of Solventis Limited (the ‘company’):

- 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, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”; and

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

We have audited the financial statements which comprise:

- the statement of comprehensive income;

- the statement of financial position;

- the statement of changes in equity; and

- the related notes 1 to 34

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).

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 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.

Solventis Limited
Independent auditor's report
To the members of Solventis Limited (continued)
12

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.

Responsibilities of directors

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.

Auditor's responsibilities for the audit of the financial statements

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

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

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

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 and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company’s business sector.

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 Companies Act 2006, pensions legislation 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.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

Solventis Limited
Independent auditor's report
To the members of Solventis Limited (continued)
13

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 in-house 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.

Report on other legal and regulatory requirements
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.

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 any material misstatements in the directors’ report.

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report in respect of the following matters 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; or

We have nothing to report in respect of these matters.

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 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 members as a body, for our audit work, for this report, or for the opinions we have formed.

Louise Cooper FCA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Leeds, United Kingdom
10 October 2025
Solventis Limited
Statement of comprehensive income
For the year ended 31 December 2024
14
2024
2023
Notes
€
€
Turnover
3
74,749,434
80,969,530
Cost of sales
(57,643,088)
(59,950,534)
Gross profit
17,106,346
21,018,996
Distribution costs
(4,620,990)
(5,618,949)
Administrative expenses
(9,772,284)
(9,274,904)
Exceptional items - acquisition related one-off costs
4
(7,901,617)
-
0
Operating (loss)/profit
5
(5,188,545)
6,125,143
Interest receivable and similar income
9
182,874
327,496
Income from shares in group undertakings
37,357,777
Interest payable and similar expenses
10
-
(192,728)
Gain on sale of subsidiary
11
37,224,403
-
Profit before taxation
69,576,509
6,259,911
Tax on profit
12
(584,247)
(1,502,746)
Profit for the financial year
68,992,262
4,757,165

The income statement has been prepared on the basis that all operations are continuing operations.

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.

The notes on page 17 to 35 form part of these financial statements.

Solventis Limited
Statement of financial position
As at 31 December 2024
15
2024
2023
as restated
Notes
€
€
€
€
Fixed assets
Intangible assets
14
205,987
240,382
Tangible assets
15
10,938,053
10,573,884
Investments
16
6,834,577
20,960,683
17,978,617
31,774,949
Current assets
Stocks
18
4,250,272
5,745,628
Debtors
19
9,855,431
33,492,923
Cash equivalents
20
8,326,935
7,879,098
Cash at bank and in hand
904,338
4,108,295
23,336,976
51,225,944
Creditors: amounts falling due within one year
21
(7,627,711)
(27,621,883)
Net current assets
15,709,265
23,604,061
Total assets less current liabilities
33,687,882
55,379,010
Provisions for liabilities
Provisions
23
191,579
-
0
Deferred tax liability
25
828,615
839,999
(1,020,194)
(839,999)
Net assets
32,667,688
54,539,011
Capital and reserves
Called up share capital
27
143
143
Other reserves
28
160,441
160,441
Profit and loss reserves
28
32,507,104
54,378,427
Total equity
32,667,688
54,539,011
The financial statements were approved by the board of directors and authorised for issue on 10 October 2025 and are signed on its behalf by:
Christopher Gilbert
Director
Company Registration No. 03366192
Solventis Limited
Statement of changes in equity
For the year ended 31 December 2024
16
Share capital
Other reserves
Profit and loss reserves
Total
Notes
€
€
€
€
As restated for the period ended 31 December 2023:
Balance at 1 January 2023
143
160,441
49,621,262
49,781,846
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
4,757,165
4,757,165
Balance at 31 December 2023
143
160,441
54,378,427
54,539,011
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
68,992,262
68,992,262
Dividends
13
-
-
(90,863,585)
(90,863,585)
Balance at 31 December 2024
143
160,441
32,507,104
32,667,688
Solventis Limited
Notes to the financial statements
For the year ended 31 December 2024
17
1
Accounting policies
Company information

Solventis Limited is a private company limited by shares incorporated in England and Wales. The registered office is Alpha House, Lawnswood Business Park, Redvers Close, Leeds, West Yorkshire, United Kingdom, LS16 6QY.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in euro's, 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.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Brenntag SE. The consolidated financial statements of Brenntag SE are available at their registered office, at Messeallee 11, D-45131, Essen, Germany.

Solventis Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
18
1.2
Going concern

The company has access to considerable financial resources and has rigorous procedures for identifying, quantifying and mitigating all aspects of risk relevant to the business.true

The directors have carried out a robust assessment of the risks facing both the company and the UK Group of companies of which it forms part. The directors have prepared sensitivity analysis to assess the company’s cash flows based on different scenarios including a severe downturn in the UK economy. The cashflows cover the period to 31 December 2026 and in each scenario both the company and the UK Group of companies maintain substantial liquidity.

In addition, the directors have received confirmation from Brenntag UK Holding Limited that financial support is in place for at least 12 months from the date of signing these financial statements.

As such 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 of accounting in preparing the annual financial statements.

1.3
Turnover

The company sell a variety of Solvents, Acrylates, Monomers and Automotive products to the UK, Europe, Africa, Americas and Asian markets.

Turnover represents amounts receivable for goods and services net of VAT and trade discounts. Turnover is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer. The risk and reward of the sale is dependent on the relevant incoterms of each transaction.

1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Patents
15 years straight line
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Land and buildings Freehold
4% per annum
Property improvements
10% per annum
Plant and machinery
10% - 25% per annum
Fixtures and fittings
25% per annum
Computer equipment
25% per annum
Solventis Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
19

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.6
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.8
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.9
Cash and cash equivalents

Cash at bank and in hand are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Solventis Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
20
1.10
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Solventis Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
21
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.11
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Solventis Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
22
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.13
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, 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 the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision i s measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.14
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.15
Retirement benefits

The company operates a defined contribution scheme for the benefit of its employees. Contributions payable are charged to the profit and loss account in the year they are payable.

1.16
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to income on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease asset are consumed.

1.17
Foreign exchange

Monetary assets and liabilities denominated in foreign currencies are translated into euros at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to profit and loss account. As at 31 December 20 24, the closing exchange rate was GBP 1:1.2099 EUR, and USD 1:0.9657 EUR.

Solventis Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
23
2
Critical accounting judgements and key sources of estimation uncertainty

In the application of the Company's accounting policies, which are described in note 1, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are continually evaluated and are based on historical experience and other factors that are considered to be relevant.

The directors believe that none of the accounting judgements or estimation uncertainties applied have a significant risk of causing a material adjustment to the carrying value of assets and liabilities within the next financial year.

3
Turnover

An analysis of the company's turnover is as follows:

2024
2023
€
€
Turnover analysed by class of business
Sales and delivery of chemicals
74,749,434
80,969,530
2024
2023
€
€
Turnover analysed by geographical market
United Kingdom
64,437,738
68,356,416
Europe
10,084,765
12,349,973
Rest of the World
226,931
263,141
74,749,434
80,969,530
4
Exceptional items - acquisition related one-off costs
2024
2023
€
€
Expenditure
Exceptional items - acquisition related one-off costs
7,901,617
-
Included in exceptional items is an amount of €4,149,183 relating to completion bonuses paid to staff including directors on the acquisition in the year. This amount is also included in the directors' remuneration note. In addition €2,557,171 was incurred in relation to consultancy and advisory costs. A further €1,195,263 of costs were recorded in relation to provisions and accruals, booked as part of the acquisition.
5
Operating (loss)/profit
2024
2023
Operating (loss)/profit for the year is stated after charging/(crediting):
€
€
Exchange gains
(594,299)
(15,094)
Depreciation of owned tangible fixed assets
790,226
462,198
Amortisation of intangible assets
34,395
34,350
Operating lease charges
289,427
270,038
Solventis Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
24
6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
€
€
For audit services
Audit of the financial statements of the company
124,200
131,780
For other services
Taxation compliance services
-
0
49,987
Services relating to corporate finance transactions
-
0
43,848
-
93,835

The appointment of auditor changed during the year from Saffery LLP to Deloitte LLP, to align with the auditor of the Brenntag group.

7
Employees

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

2024
2023
Number
Number
Sales, marketing and logistics
45
48
Finance and administration
21
10
Total
66
58

Their aggregate remuneration comprised:

2024
2023
€
€
Wages and salaries
8,587,403
3,981,713
Social security costs
484,179
531,159
Pension costs
213,627
173,184
9,285,209
4,686,056
As described in Note 4 'Exceptional items', 2024 staff remuneration includes a one-off completion bonus paid to staff including directors on completion of the acquisition of Solventis by Brenntag of €4,149,183 (2023: €nil).
Solventis Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
25
8
Directors' remuneration
2024
2023
€
€
Remuneration for qualifying services
4,005,116
1,351,814
Company pension contributions to defined contribution schemes
35,946
32,526
4,041,062
1,384,340
Included in remuneration for qualifying services is an amount of €3,212,370 as described in Note 4 - Exceptional Items.

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 - 3).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
€
€
Remuneration for qualifying services
3,475,459
754,473
Company pension contributions to defined contribution schemes
12,689
-

The directors are considered to be the company's key management personnel.

9
Interest receivable and similar income
2024
2023
€
€
Interest income
Interest receivable from group companies
72,917
175,000
Other interest income
109,957
152,496
Total interest revenue
182,874
327,496
Income from fixed asset investments
Income from shares in group undertakings
37,357,777
-
0
Total income
37,540,651
327,496
10
Interest payable and similar expenses
2024
2023
€
€
Interest on bank overdrafts and loans
-
90,446
Interest on invoice finance arrangements
-
0
102,282
-
0
192,728
Solventis Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
26
11
Gain on disposal of subsidiary
2024
2023
€
€
Gains on disposal of subsidiary
37,224,403
-

On 14 June 2024, the company sold its 100% interest in the ordinary share capital of Solventis Europe NV to Brenntag NV, part of the Brenntag SE group of companies.

12
Taxation
2024
2023
€
€
Current tax
UK corporation tax on profits for the current period
718,590
1,001,787
Adjustments in respect of prior periods
(122,959)
217,087
Total current tax
595,631
1,218,874
Deferred tax
Origination and reversal of timing differences
(11,384)
283,872
Total tax charge
584,247
1,502,746

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
€
€
Profit before taxation
69,576,509
6,259,911
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
17,394,127
1,472,365
Tax effect of expenses that are not deductible in determining taxable profit
1,626,354
132,499
Adjustments in respect of prior years
209,311
-
0
Group relief
-
0
(98,535)
Permanent capital allowances in excess of depreciation
-
0
(497,922)
Research and development tax credit
-
0
(6,620)
Under/(over) provided in prior years
-
0
220,914
Dividend income
(18,645,545)
-
0
Foreign exchange differences
-
0
(950)
Deferred tax
-
0
283,872
Other adjustments
-
0
(2,877)
Taxation charge for the year
584,247
1,502,746
Solventis Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
12
Taxation (continued)
27

Factors that may affect future tax charges

Pillar Two legislation has been enacted and becomes effective for the financial year beginning 1 January 2024. The company has made an assessment of the effect of Pillar Two and concluded that there is no direct financial impact related to the UK entities from the introduction of the rules.

13
Dividends
2024
2023
€
€
Interim dividend paid €908,636 (2023 - €nil) per £1 ordinary share
90,863,585
-
0

Two interim dividends for the financial year ended 31 December 2024 amounting to €16,000,000 and €74,863,585 were proposed and paid on 14 June 2024 and 10 December 2024 respectively. €16,000,000 was paid by way of a cash dividend, €74,863,585 by way of intercompany loans. The directors do not recommend the payment of a final dividend.

One interim dividend for the financial year ended 31 December 2025 amounting to €6,828,317.40 has been proposed and paid on 25 June 2025, €3,501,900 of which was paid by a cash dividend, €3,326,417.40 by way of deed of assignment.

14
Intangible fixed assets
Patents
€
Cost
At 1 January 2024 and 31 December 2024
552,789
Amortisation and impairment
At 1 January 2024
312,407
Amortisation charged for the year
34,395
At 31 December 2024
346,802
Carrying amount
At 31 December 2024
205,987
At 31 December 2023
240,382
Solventis Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
28
15
Tangible fixed assets
Land and buildings Freehold
Property improvements
Plant and machinery
Fixtures and fittings
Computer equipment
Total
€
€
€
€
€
€
Cost
At 1 January 2024
6,057,003
2,196,541
4,147,840
65,203
172,901
12,639,488
Additions
133,047
641,190
380,158
-
0
-
0
1,154,395
At 31 December 2024
6,190,050
2,837,731
4,527,998
65,203
172,901
13,793,883
Depreciation and impairment
At 1 January 2024
84,965
758,454
1,010,146
40,449
171,590
2,065,604
Depreciation charged in the year
184,660
209,647
372,130
23,066
723
790,226
At 31 December 2024
269,625
968,101
1,382,276
63,515
172,313
2,855,830
Carrying amount
At 31 December 2024
5,920,425
1,869,630
3,145,722
1,688
588
10,938,053
At 31 December 2023
5,972,038
1,438,087
3,137,694
24,754
1,311
10,573,884
16
Fixed asset investments
2024
2023
Notes
€
€
Investments in subsidiaries
17
6,834,577
20,960,683
Movements in fixed asset investments
Shares in subsidiaries
€
Cost or valuation
At 1 January 2024
20,960,683
Disposals
(14,126,106)
At 31 December 2024
6,834,577
Carrying amount
At 31 December 2024
6,834,577
At 31 December 2023
20,960,683
Solventis Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
29
17
Subsidiaries

These financial statements are separate company financial statements for Solventis Limited.

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Kilfrost Europe Limited
Note 1
Ordinary
100
-
Solvenox Limited
Note 1
Ordinary
100
-
Solventis Solutions Limited
Note 1
Ordinary
0
100
FCL Organisation Limited
Note 1
Ordinary
0
100
FCSL Holdco Limited
Note 1
Ordinary
100
-
1
Alpha House, Lawnswood Business Park, Redvers Close, Leeds, England, LS16 6QY

During the year the company disposed of its direct interest in Solventis Europe NV. The company's subsidiary Kilfrost Europe Limited disposed of its direct interest in Kilfrost Europe NV.

18
Stocks
2024
2023
€
€
Finished goods and goods for resale
4,250,272
5,745,628

As at the balance sheet date, the stock provision amounted to €191,360 (2023: €81,972).

19
Debtors
As restated
2024
2023
Amounts falling due within one year:
€
€
Trade debtors
403,701
605,815
Corporation tax recoverable
4,405,213
3,847,001
Amounts owed by group undertakings
4,298,647
9,670,027
Other debtors
428,432
18,991,664
Prepayments and accrued income
319,438
378,416
9,855,431
33,492,923
Solventis Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
19
Debtors (continued)
30

Trading balances are receivable in line with the terms and conditions of sale (consistent with third party arrangements) and no interest is charged. Amounts owed by group undertakings are unsecured. For non-trading balances, interest is charged at market rate and repayment terms are as stated in the respective loan agreements.

Trade debtors are stated after provisions for impairment of €70,187 (2023 - €Nil).

The comparative information has been restated to reclassify balances receivable under an invoice factoring agreement from Other Debtors to Cash Equivalents. Further information can be found in note 33.

20
Cash equivalents
As restated
2024
2023
€
€
Cash equivalents
8,326,935
7,879,098

The comparative information has been restated to reclassify balances receivable under an invoice factoring agreement from Other Debtors to Cash Equivalents. Further information can be found in note 33.

21
Creditors: amounts falling due within one year
2024
2023
Notes
€
€
Bank loans and overdrafts
22
-
0
471
Trade creditors
1,051,182
2,749,669
Amounts owed to group undertakings
-
0
21,970,362
Taxation and social security
2,114,636
1,693,901
Other creditors
1,382,167
165,568
Accruals and deferred income
3,079,726
1,041,912
7,627,711
27,621,883

Trading balances are payable in line with the terms and conditions of sale (consistent with third party arrangements) and no interest is charged. Amounts owed to group undertakings are unsecured. For non-trading balances, interest is charged at market rate and repayment terms are as stated in the respective loan agreements.

22
Loans and overdrafts
2024
2023
€
€
Bank overdrafts
-
0
471
Payable within one year
-
0
471
Solventis Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
22
Loans and overdrafts (continued)
31

The bank overdraft is secured by a debenture dated 27 April 2003.

This debenture includes a fixed charge over all present freehold and leasehold property; First fixed charge over book and other debts, chattels, goodwill and uncalled capital, both present and future; and First floating charge over all assets and undertaking both present and future dated 27 April 2003.

‬

Since 19 December 2019, Solventis have held a general guarantee with HSBC. This is secured by an unlimited multilateral guarantee previously involving Solventis Europe NV, Kilfrost Europe NV and Kilfrost Europe Limited, but now also including Solvenox Limited and Solventis Solutions Limited.

23
Provisions for liabilities
2024
2023
€
€
Environment restoration
191,579
-
Movements on provisions:
Environment restoration
€
Additional provisions in the year
191,579

Environmental costs

The nature of the company's operations gives rise to obligations relating to the rehabilitation of soil and ground water for current and former, owned and leased sites but also cover costs for further and accompanying measures such as necessary environmental inspections and observations. A provision is recognised in the Statement of Comprehensive Income for the estimated associated cost, based on reports prepared by third party environmental consultants.

24
Contingent liabilities

In connection with the elimination of environmental damage, as at 31 December 2024, there were contingent liabilities with a fair value of €215,519.64 (2023 – €nil).

The company assesses its potential environmental provisions on an annual basis. Costs are defined as probable, possible and remote, where €215,519.64 corresponds to the possible costs associated with the elimination of environmental damage.

Solventis Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
32
25
Deferred taxation

Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Liabilities
Liabilities
2024
2023
Balances:
€
€
ACAs
1,253,950
839,999
Short term timing differences
(425,335)
-
828,615
839,999
2024
Movements in the year:
€
Liability at 1 January 2024
839,999
Credit to profit or loss
(11,384)
Liability at 31 December 2024
828,615

The net deferred tax liability of €828,615 is not expected to materially change in 2025.

26
Retirement benefit schemes
2024
2023
Defined contribution schemes
€
€
Charge to profit or loss in respect of defined contribution schemes
213,627
173,184

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions totalling €nil (2023: €nil) were payable to the fund at the balance sheet date.

27
Share capital
2024
2023
€
€
Ordinary share capital
Issued and fully paid
100 Ordinary shares of £1 each translated at EUR 1.43
143
143
143
143

The company has one class of ordinary shares which carry no right to fixed income. The ordinary shares carry equal voting rights.

Solventis Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
33
28
Reserves
Equity reserve

Called up share capital represents the nominal value of shares that have been issued.

Other Reserves

This reserve records the foreign exchange translation differences resulting from the change in presentational currency in May 2014.

Profit and loss reserves

The profit and loss account includes all current and prior period retained profits and losses.

29
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2024
2023
€
€
Within one year
3,880,541
3,672,768
Between two and five years
14,826,734
14,195,908
In over five years
28,912,661
30,574,552
47,619,936
48,443,228

Operating lease payments represent rental on leased cars, the lease of Compton House and the tank facility in Antwerp. Of the total operating lease commitments €47.0m (2023: €47.6m) are paid by other group companies and no cost is borne in Solventis Limited.

The prior year operating lease commitments have been amended to include commitments for additional tank storage, not included in the prior year disclosure note. This amendment affects the disclosure note only and has no impact on the primary statements.

30
Directors' transactions

During the year, the amount owed by a director to the company was repaid in full. As at 31 December 2024 there is an outstanding balance of €nil (2023: €11,247,168) due from a director. The loan was unsecured, interest free and repayable on demand.

Solventis Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
34
31
Related party transactions

During the year, payments of €80,756 (2023: €484,675) were made to Surrey Heli Charters LLP, an entity controlled by David Lubbock, relating to transport and travelling expenditure. At 31 December 2024, the balance outstanding was €nil (2023: €901,633).

As at 31 December 202 4 there is an outstanding balance of €nil (202 3: €5,123,075) due from Daunara Investments in relation to money loaned by Solventis Limited in the year. David Lubbock is the ultimate controlling party of Daunara Investments. The loan was interest free and repaid in the year in full.

During the year, interest of €nil (202 3: €36,544) was received from Lawbrook Limited. As at 31 December 202 4 there is an outstanding loan of €nil (202 3: €1,409,3 96) due from Lawbrook Limited. David Lubbock and Lisa Lubbock ar e directors and shareholders of Lawbrook Limited. The loan was repaid in the year in full and no interest was charged.

During the year, the company made purchases of €653,192 (2023: €64,633) from LiquidEx Limited, a company jointly controlled by a close family member of key management personnel prior to acquisition. At the year end a balance of €51,569 (2023: -€112,054) was due from LiquidEx Ltd.

During the year, sales tota l ling €nil (202 3: €nil) and purchases total l ing €nil (202 3: €nil) were made on agreed terms to and from Antwerp Distillation Company Limited. Law b rook Limited own ed 75% of the share capital of Antwerp Distillation Company until 3 June 2024. On 3 June 2024 Antwerp Distillation Company was bought by Brenntag SE.

During the year the company paid remuneration and benefits of €1 12,476 (202 3: €124,138) to a close family member of key management personnel.

The company is exempt under FRS 102 from disclosing related party transactions with members of the same group that are wholly owned. The transactions with entities controlled by Solventis Limited in the 5 month period prior to the acquisition by Brenntag NV are disclosed below.

The company charged interest of €72,917 (2023: full year €175,000) to Kilfrost Europe Limited.

The company made sales of €322,656 (2023: full year €nil) to Kilfrost Europe NV.

The company made sales of €4,909,602 (2023: full year €6,329,621) and purchases of €12,026,901 (2023: full year €23,439,194) with Solventis Europe NV.

The company made sales of €2,059,512 (2023: full year €3,508,903) and purchases of €88.872 (2023: full year €406,625) with Solventis Solutions Limited.

The company made sales of €857,956 (2023: full year €2,727,448) and purchases of €337,615 (2023: full year €2,792,188) with Solvenox Limited.

Solventis Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
35
32
Group reorganisation

On 3 June 2024, the Company was acquired by Brenntag NV, which is part of the Brenntag SE group of companies.

On 14 June 2024, shares in the Company were transferred by Brenntag NV to Brenntag UK Holding Limited, which is also part of the Brenntag SE group of companies.

On 14 June 2024, the company disposed of its 100% interest in Solventis Europe NV to Brenntag NV. The combination was accounted for as a disposal in the accounts of Solventis Limited and an acquisition in the accounts of Brenntag NV.

33
Prior period adjustment
Changes to the statement of financial position
As previously reported
Adjustment
As restated at 31 Dec 2023
€
€
€
Current assets
Debtors due within one year
41,372,021
(7,879,098)
33,492,923
Cash equivalents
-
7,879,098
7,879,098
Net assets
54,539,011
-
54,539,011
Capital and reserves
Total equity
54,539,011
-
54,539,011
Reconciliation of changes in equity
The prior period adjustments do not give rise to any effect upon equity.
Notes to reconciliation
Non-recourse debtors

In the prior year a balance of €7,879,098 of cash equivalents arising from debts sold under an invoice finance agreement were included in current assets under debtors. These have been restated and are now presented under current assets (cash equivalents). The accounts have been restated to correct the comparative figures in Cash Equivalents and Other Debtors as above, with no impact on the income statement.

34
Ultimate controlling party

The company's immediate parent company is Brenntag UK Holding Limited which is registered in the United Kingdom.

The Company’s ultimate parent company and controlling entity is Brenntag SE which is incorporated in Germany.

Brenntag SE is the parent undertaking of the smallest and largest group to consolidate these financial statements at 31 December 2024. The consolidated financial statements of Brenntag SE are available at their registered office, at Messeallee 11, D-45131, Essen, Germany.

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