Company registration number 04627336 (England and Wales)
KERAKOLL U.K. LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
KERAKOLL U.K. LIMITED
COMPANY INFORMATION
Directors
Mr F Sghedoni
Mr C Gardner
Company number
04627336
Registered office
Unit 4
Tomlinson Road
Leyland
PR25 2DY
Auditor
MHA
Richard House
9 Winckley Square
Preston
PR1 3HP
KERAKOLL U.K. LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 25
KERAKOLL U.K. LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present the strategic report for the year ended 31 December 2025.

Fair review of the business

2025 was a challenging year for the business in a market with low growth, and this can be seen by the macro- economic numbers of low GDP, inflation at higher than the Bank of England’s targets, leading to longer and higher interest rates which have directly affected our market.

Our revenue performance in 2025 was mixed. We delivered outstanding growth in Ireland following the investment in a new local logistics solution, and our entry into the contract market has made a strong start, securing several key specifications. However, this progress was offset by a decline in revenues across our more traditional routes to market, which remain highly competitive.

Margins across the business remained strong, with well controlled prices at cost of sales level.

Payroll costs were affected by a number of issues, such as higher quality recruitment. Inflation impacted on the costs as did the National Insurance changes for employers that increased the cost burden. During the last quarter, the business was reviewed in readiness for 2026 and beyond and this resulted in a reorganisation cost that impacted on the P&L but left the business moving into 2026 with a more cohesive workforce and structure.

During 2025, we took significant steps to strengthen our business—particularly across our people, processes, and product development. We believe these investments were essential. While the 2025 result is disappointing, we now have a stronger, more capable organisation that is aligned with our ambitions as we prepare to open our new distribution centre at the end of 2026.

Our internal EBITDA (which excludes specific group recharges, foreign exchange gains and losses and reorganisation costs) has again been positive.

The company is focused on maintaining and building upon its reputation as one of the leading tile adhesives, flooring products and grout manufacturers in the UK. As part of the Kerakoll Group of international companies, we manufacture and provide quality products that are backed up by our excellent customer service and technical support. We are committed to developing and training our staff so that the business achieves some of the best performance criteria in the industry and we maintain high standards in everything that we do.

We have a long-term objective which is to continue to grow the business, both in our traditional tiling markets as well as the flooring sector and will achieve this by a combination of bringing new and existing products to new and existing customers, increasing the level of Service to our customers and increasing industrial efficiencies by constant investments in our footprint.

During 2025, significant work was undertaken across the business to further enhance product performance. This has been, and remains, one of our key priorities as we strive to build a reputation for innovative, high quality products that are closely aligned with customer needs.

2025 saw a further increase in the share capital of £6.8m which allowed the start of the new warehousing facility to start to be built in mid-2025

The balance sheet remains strong, with a fixed asset base above £21m with stock holding at £3.4m. Working capital has been well controlled, which has seen us finish the year with a healthy cash position.

The directors wish to thank the employees for their continued hard work during the year.

KERAKOLL U.K. LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Principal risks and uncertainties

The directors and management of the company manage the company’s risk in conjunction with Kerakoll SPA, our holding company.

The company manages its liquidity and cash flow risk through a positive cash balance held in the UK. This is controlled by regular monitoring and preparation of cash flow forecast and budget process. The working capital requirements and cash flow are reviewed on a regular basis at both local and holding company level.

In order to manage trade debtors, one of the principal credit risks, all customers are set credit limits by senior managements and directors. This is based on a combination of payment history, sales team awareness and third-​party credit references. The limits are reviewed on a regular basis and a complex block system within our debtor process automatically flags any overdue issues. The company looks to mitigate supply chain risk by implementing a rigorous supplier selection process and working closely with a variety of suppliers.

A number of our suppliers are from the European market and the company is exposed to translation and transaction foreign exchange risk. To reduce this risk, the company purchases from our largest intercompany supplier in pounds sterling for goods to be sold in the UK.

The economic situation remains uncertain in the UK moving into 2026 although inflation is at lower levels. The economic picture is one of slow growth in the UK.

The building investment is moving at a pace and the new facility should be occupied in the last quarter of 2026 which will allow for growth and expansion to continue.

We feel that with our strong balance sheet and the cornerstones we have put in place during 2025 together with continued support of the parent group, we are well placed to weather the continued economic storms.

Key performance indicators

The directors monitor the performance of the company on the following Key Performance Indicators:

2025
2024
Gross profit margin
33.33%
32.43%
Operating profit margin
(5.48)%
(1.01)%
Group measure of earnings*
173,602
862,349

* Earnings Before Interest, Tax, Depreciation and Amortisation ("EBITDA"), excluding specific group recharges, foreign exchange gains and losses and reorganisation costs.

Fixed assets

Details of the additions and disposals to fixed assets are set out in the notes to the financial statements. During the year the company has spent £6.9m on the new plant and £0.3m on assets to be used at the existing site. All the asset increases have been financed from cash reserves. The directors do not intend to adopt a policy of periodic revaluations for any class of asset as permitted by FRS102.

On behalf of the board

Mr C Gardner
Director
9 February 2026
KERAKOLL U.K. LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company continued to be that of manufacturing and selling of tile adhesive, grout and other tiling products.

With effect from 19th June 2024, the name of the Company was changed from Tilemaster Adhesives Limited to Kerakoll U.K. Limited.

Results and dividends

The results for the year are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

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

Mr F Sghedoni
Mr C Gardner
Future developments

As stated in the last report, we have now found a suitable logistics partner in Ireland, increasing our service levels which has seen us increase our headcount in people serving the Irish market. Building continues at pace on our new facility which will come on stream in the last quarter of 2026.

Looking ahead to 2026, we remain committed to advancing our people-centric initiatives, in alignment with the global standards set by the broader group. Key focus areas include:

- Leadership Development & Succession Planning: Nurturing current and future leaders to ensure the sustained growth and success of the organisation, both locally and globally.

- Values and Behaviours: Strengthening the implementation and engagement strategies to embed the Company's values and behaviours at every level.

Auditor
The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP.
MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report 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 financial risk management.

KERAKOLL U.K. LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
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.

Executive People Summary

2025 has been a defining year for Kerakoll UK, as we continued to evolve our culture and organisation to better support our people, deliver on our strategic ambitions, and further embed inclusion and sustainability into our working practices.

We have successfully delivered significant progress in the following areas:

1) Embedding Collaboration to Drive Delivery & Engagement

We identified opportunities to further strengthen our ways of working by embedding collaboration at both local and global levels. This approach has enabled Kerakoll UK to leverage the collective strengths of talent across our business to drive key strategic initiatives forward.

By adopting a cross-functional approach supported by robust project management methodologies, we established shared accountability for the design and delivery of critical activities and milestones within our prioritised strategic initiatives. This collaborative approach has supported the commercial diversification of our business, progressed the first phase of construction for our new Distribution and Manufacturing site, and enabled the successful delivery of employee-led initiatives focused on engagement, health, safety, and wellbeing.

2) Optimising Compensation Practices & Organisation Design

During 2025, Kerakoll Group implemented a global job family and grading framework, aligning functional roles across all Group companies within three defined career pathways: operational, professional, and managerial. This framework ensures transparency of career development opportunities for our employees and underpins the Group’s compensation strategy. For Kerakoll UK, this has been hugely beneficial through providing an effective mechanism to benchmark roles against market data, ensuring external competitiveness and internal equity to attract, retain, and develop talent.

The Kerakoll Group also evolved the organisational design of its international subsidiaries to create a consistent structure for core business functions and strengthen regional leadership capability. This enabled Kerakoll UK to attract external talent and benefit from internal mobility within the Kerakoll Group to enhance leadership across Commercial, Operating, and Research & Development functions. The Regional Leadership team is now well placed to support Kerakoll UK to achieve its strategic ambitions in the years ahead.

In late 2025, a comprehensive business review was conducted which identified opportunities to align talent and resources more effectively with functional and strategic priorities. This led to a restructuring programme across multiple departments, positioning the organisation to support future growth and operational effectiveness.

3) Accelerating Business Growth Through Developing Our People

Developing the capability of our people remains central to driving sustainable business growth. In 2025, we introduced a strategic approach to workforce planning, identifying future Group and functional capabilities aligned with our business strategy. This data-driven approach allows us to proactively build the skills, capacity, and leadership required to support both near-term priorities and long-term growth ambitions.

KERAKOLL U.K. LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
Executive People Summary (continued)

We have continued to invest in building internal capability through the expansion of apprenticeship programmes and continued investment in professional development across key departments, creating structured pathways to develop critical skills and broaden our talent pipeline. Additionally, through a collaborative approach, we designed a comprehensive people management development programme for delivery in 2026 aimed at enhancing leadership capability, improving consistency in people management practices, and equipping managers with the tools to engage, develop, and retain employees within their teams.

4) Encouraging an Inclusive workplace

Building an inclusive workforce remains a core commitment for Kerakoll UK as a B Corp certified organisation. The principles of justice, equity, diversity, and inclusion are embedded throughout our People Management Development Programme, to foster an inclusive culture and drive equitable practices across the entire employee lifecycle.

Our workforce remains weighted towards males, primarily due to the composition of our manufacturing and logistics teams. We recognise the ongoing challenge of improving gender balance in these areas, highlighted by a 2% decrease in female representation to 24% of the workforce at the end of December 2025. Furthermore, we anticipate that this balance may decline even more in 2026 as we expand our logistics team with the opening of the Distribution facility at our new site.

5) Continuously Driving Improvement through Sustainability

As we enter our fifth year as a B Corp certified company, sustainability continues to shape how we protect, support and develop people across our business and supply chain. In 2025, we introduced EcoVadis in the UK, a widely recognised external sustainability assessment for suppliers, to strengthen our visibility of labour standards, health & safety, ethics and human rights within the companies we work with. This deeper insight helps us ensure that the people contributing to our products – both within our own operations and across our supply chain – are treated fairly and responsibly. It also gives our employees and customers greater confidence that we operate to consistently high ethical and social standards.

Internally, sustainability has been a catalyst for building stronger systems, processes and training that enable people to work safely, confidently and with purpose. By enhancing our procedures and creating clear channels for employees to raise issues and suggest improvements within the Quality Management System (QMS), we have strengthened training, reduced reliance on informal practices, and ensured that everyone has the tools and processes they need to work safely, learn and contribute to continuous improvement. Together, these developments are helping us create a more supportive, stable and empowering workplace where people can take pride in contributing to a responsible and sustainable business.

In summary, during 2025 we strengthened collaboration, invested in the development of our people, optimised organisational structures, and advanced our sustainability practices both internally and across our supply chain. We believe that our talented, engaged, inclusive and socially responsible workforce positions us strongly to drive sustainable growth and deliver on our ambitions in 2026 and beyond.

On behalf of the board
Mr C Gardner
Director
9 February 2026
KERAKOLL U.K. LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -

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;

- 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.

KERAKOLL U.K. LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF KERAKOLL U.K. LIMITED
- 7 -
Opinion

We have audited the financial statements of Kerakoll U.K. Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

We have nothing to report in this regard.

KERAKOLL U.K. LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF KERAKOLL U.K. LIMITED (CONTINUED)
- 8 -

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' r eport 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 identifie d material misstatements in the strategic report or the directors' r eport.

Matters on which we are required to report by exception

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

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

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

- certain disclosures of 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 directors' r esponsibilities s tatement, 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 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.

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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud, is detailed below:

KERAKOLL U.K. LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF KERAKOLL U.K. LIMITED (CONTINUED)
- 9 -

- Enquiries with management, about any known or suspected instances of non-compliance with laws and regulations and fraud;

- Reviewing management and board meeting minutes;

- Challenging assumptions and judgments made by management in their significant accounting estimates, in particular in relation to provisions;

- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness;

- Review of legal and professional expenditure to identify any evidence of ongoing litigation or enquiries; and

- Auditing the risk of fraud in revenue by testing a sample of revenue transactions to goods despatch and other records, to ensure the revenue is not materially overstated in the financial statements.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Use of our report

This report is made solely to the company's 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.

Paul Spencer BSc(Hons) FCA
Senior Statutory Auditor
For and on behalf of MHA, Statutory Auditor
Preston, United Kingdom
9 February 2026
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)
KERAKOLL U.K. LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
2025
2024
Notes
£
£
Turnover
3
32,242,301
33,468,506
Cost of sales
(21,495,101)
(22,613,541)
Gross profit
10,747,200
10,854,965
Administrative expenses
(12,516,137)
(11,213,342)
Other operating income
2,213
21,313
Operating loss
4
(1,766,724)
(337,064)
Interest receivable and similar income
7
6,022
94,477
Loss before taxation
(1,760,702)
(242,587)
Tax on loss
8
-
0
-
0
Loss for the financial year
(1,760,702)
(242,587)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

KERAKOLL U.K. LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
9
12,945
20,137
Tangible assets
10
21,053,217
14,686,481
21,066,162
14,706,618
Current assets
Stocks
11
3,375,214
3,572,285
Debtors
12
7,333,245
6,281,285
Cash at bank and in hand
4,838,768
4,115,913
15,547,227
13,969,483
Creditors: amounts falling due within one year
13
(10,120,402)
(7,222,412)
Net current assets
5,426,825
6,747,071
Net assets
26,492,987
21,453,689
Capital and reserves
Called up share capital
16
27,600,100
20,800,100
Profit and loss reserves
(1,107,113)
653,589
Total equity
26,492,987
21,453,689
The financial statements were approved by the board of directors and authorised for issue on 9 February 2026 and are signed on its behalf by:
Mr C Gardner
Director
Company registration number 04627336 (England and Wales)
KERAKOLL U.K. LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2024
10,800,100
896,176
11,696,276
Year ended 31 December 2024:
Loss and total comprehensive income
-
(242,587)
(242,587)
Issue of share capital
16
10,000,000
-
10,000,000
Balance at 31 December 2024
20,800,100
653,589
21,453,689
Year ended 31 December 2025:
Loss and total comprehensive income
-
(1,760,702)
(1,760,702)
Issue of share capital
16
6,800,000
-
6,800,000
Balance at 31 December 2025
27,600,100
(1,107,113)
26,492,987
KERAKOLL U.K. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
1
Accounting policies
Company information

Kerakoll U.K. Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 4, Tomlinson Road, Leyland, PR25 2DY.

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 sterling, which is the functional currency of the company. Monetary a mounts 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 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;

- 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’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values;

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

The financial statements of the company are consolidated in the financial statements of Fin-Firel S.p.a. These consolidated financial statements are available from its registered office, Camera di Modena, Via Canaletto 80, 41100 Modena, Italy.

KERAKOLL U.K. LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.2
Going concern

The company has well established relationships with customers and suppliers. Supplier volatility on prices and supply has continued to ease during 2025.There is a written confirmation in place from its parent company that it will provide adequate financial support for at least 12 months from signing, should the company require it.true

Although 2026 looks to be a difficult market, we maintain a positive outlook as we look to move into different markets, supported by strengthening of our organisation and our Marketing and Brand investments.

2025 has seen a lot of positive activity in the business which has seen us strengthen through recruitment at senior levels as well as a reorganisation exercise to make the business stronger as we move from 2026 onwards.

2025 saw positive success in both the Irish market and the contract side of our business and plans are in place for this to continue in line with the five -year business plan.

A further share injection of £6.8m took place in the year as work was started on the new building complex which will dramatically improve our service into the market.

The company maintained good working capital with strong positive bank balance and the debt balance to Kerakoll Spa was paid to terms.

Although the year was challenging and saw some changes, a positive result , taking into account reorganisational costs, under the group measure was recorded.

As part of the company 5-year plan, which has been approved by group, a profit and loss forecast shows that the company will continue to move forward into profit and the cash flow is in place to support this.

Further investment is planned in the UK that will secure the long-term future and ongoing development.

Therefore, at the time of approving the financial statements, the directors have reasonable expectation that the company has adequate resources to continue in operational existence for at least the 12 months following the approval of these financial statements. Thus, the directors continue to adopt the going concern basis of accounting in preparing these statements.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

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.

KERAKOLL U.K. LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -

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:

Software
25% on cost
1.5
Tangible fixed assets

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

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

Freehold property
4% on cost
Integral fixtures
10% on cost
Plant and machinery
10% on cost
Fixtures and fittings
10% on cost
Computer equipment
25% on cost

Freehold land and assets in construction are not depreciated.

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
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 is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

1.7
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.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand or at bank only.

KERAKOLL U.K. LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.9
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 balance sheet 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 and cash and bank balances, 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.

Impairment of financial assets

Financial assets, 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.

KERAKOLL U.K. LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
Basic financial liabilities

Basic financial liabilities, including creditors, loans from fellow group companies, 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.

Derecognition of financial liabilities

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

1.10
Equity instruments

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

1.11
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 profit and loss account 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.

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. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. 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.

KERAKOLL U.K. LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
1.12
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.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss 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 s asset are consumed.

1.15
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

There were no significant areas of judgement or estimation uncertainty.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Tiling adhesives and grout
32,242,301
33,468,506
KERAKOLL U.K. LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
3
Turnover and other revenue
(Continued)
- 19 -
Restated
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
30,350,879
32,173,138
ROI
1,891,422
1,295,368
32,242,301
33,468,506

On review of this disclosure in the current year, the prior year disclosure of sales in ROI has been restated to correctly reflect the allocation of sales by geography.

4
Operating loss
2025
2024
Operating loss for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
32,000
19,500
Depreciation of owned tangible fixed assets
753,873
740,980
(Profit)/loss on disposal of tangible fixed assets
-
9,666
Amortisation of intangible assets
7,192
7,192
Operating lease charges
872,573
794,260
5
Employees

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

2025
2024
Number
Number
Sales
33
30
Production
63
64
Administration
30
25
Total
126
119
KERAKOLL U.K. LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
5
Employees
(Continued)
- 20 -

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
5,689,928
5,078,871
Social security costs
710,702
520,989
Pension costs
331,663
271,393
6,732,293
5,871,253
6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
263,319
270,661
Company pension contributions to defined contribution schemes
31,952
29,080
295,271
299,741

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
263,319
162,368
Company pension contributions to defined contribution schemes
31,952
15,603

The 2025 disclosure above represents a full year's remuneration of the Director compared to a part year in 2024.

7
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
6,022
92,218
Other interest income
-
0
2,259
Total income
6,022
94,477
KERAKOLL U.K. LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
8
Taxation

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

2025
2024
£
£
Loss before taxation
(1,760,702)
(242,587)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(440,176)
(60,647)
Tax effect of expenses that are not deductible in determining taxable profit
1,896
13,022
Tax effect of income not taxable in determining taxable profit
-
0
(565)
Change in unrecognised deferred tax assets
412,475
22,181
Permanent capital allowances in excess of depreciation
25,805
26,009
Taxation charge for the year
-
-

Legislation was enacted with effect from the accounting period ended 31 December 2024 to implement the Pillar Two Model Rules published by the OECD. Kerakoll U.K. Ltd is within the scope of Pillar Two. Tax chargeable under Pillar Two is £nil in the period (2024: £nil)

9
Intangible fixed assets
Software
£
Cost
At 1 January 2025 and 31 December 2025
28,768
Amortisation and impairment
At 1 January 2025
8,631
Amortisation charged for the year
7,192
At 31 December 2025
15,823
Carrying amount
At 31 December 2025
12,945
At 31 December 2024
20,137
KERAKOLL U.K. LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
10
Tangible fixed assets
Freehold property
Integral fixtures
Assets under construction
Plant and machinery
Fixtures and fittings
Computer equipment
Total
£
£
£
£
£
£
£
Cost
At 1 January 2025
10,749,848
50,374
910,321
7,313,541
283,468
371,612
19,679,164
Additions
5,110
-
0
6,867,506
156,026
11,000
80,967
7,120,609
At 31 December 2025
10,754,958
50,374
7,777,827
7,469,567
294,468
452,579
26,799,773
Depreciation and impairment
At 1 January 2025
568,574
41,887
-
0
3,890,291
219,683
272,248
4,992,683
Depreciation charged in the year
103,223
1,503
-
0
581,335
11,640
56,172
753,873
At 31 December 2025
671,797
43,390
-
0
4,471,626
231,323
328,420
5,746,556
Carrying amount
At 31 December 2025
10,083,161
6,984
7,777,827
2,997,941
63,145
124,159
21,053,217
At 31 December 2024
10,181,274
8,487
910,321
3,423,250
63,785
99,364
14,686,481
KERAKOLL U.K. LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
10
Tangible fixed assets
(Continued)
- 23 -

Included in the cost of Freehold Property is freehold land of £8,148,194 (2024: £8,143,084) which is not depreciated.

11
Stocks
2025
2024
£
£
Raw materials and consumables
1,253,780
1,557,933
Finished goods and goods for resale
2,121,434
2,014,352
3,375,214
3,572,285
12
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
6,069,650
5,703,420
Amounts owed by group undertakings
27,945
-
0
Other debtors
408,450
-
0
Prepayments and accrued income
827,200
577,865
7,333,245
6,281,285
13
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
6,551,088
3,004,925
Amounts owed to group undertakings
1,976,299
1,842,327
Taxation and social security
174,741
728,382
Other creditors
22,640
27,604
Accruals and deferred income
1,395,634
1,619,174
10,120,402
7,222,412

Amounts owed to group undertakings are repayable on demand and not subject to interest.

KERAKOLL U.K. LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
14
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2025
2024
Balances:
£
£
Accelerated capital allowances
1,006,494
1,004,795
Tax losses
(999,593)
(997,894)
Other timing differences
(6,901)
(6,901)
-
-

Deferred tax has been provided for at a rate of 25% (2024: 25%).

Deferred tax is not recognised in respect of tax losses of £5,486,223 (2024: £3,786,700), equating to tax credits of £1,371,556 (2024: £946,675).

15
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
331,663
271,393

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.

16
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
20,800,000
20,800,000
27,600,000
20,800,000
Ordinary "A" shares of £1 each
40
40
40
40
Ordinary "B" shares of £1 each
40
40
40
40
Ordinary "C" shares of £1 each
20
20
20
20
20,800,100
20,800,100
27,600,100
20,800,100
KERAKOLL U.K. LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
17
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:

2025
2024
£
£
Within one year
649,909
727,986
Between two and five years
913,202
1,372,194
1,563,111
2,100,180
18
Capital commitments

Amounts contracted for but not provided in the financial statements:

2025
2024
£
£
Acquisition of tangible fixed assets
16,920,000
-

These are costs contracted for at the year end, that have not yet been incurred (recognised) in the financial statements.

19
Related party transactions

The company has taken advantage of the exemption permitted under Section 33.1A from disclosing transactions with the parent and fellow wholly owned group subsidiary companies.

20
Ultimate controlling party

The parent company is Kerakoll S.p.a, and the ultimate parent company is Fin-Firel S.p.a, both incorporated in Italy.

Fin-Firel S.p.a is owned and controlled by Fabio and Emilia Sghedoni, who are considered to be the ultimate controlling party.

The parent undertaking of the largest and smallest group for which Group accounts are prepared is Fin-Firel S.p.a and are available from Camera di Modena, Via Canaletto 80, 41100 Modena, Italy.

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