Company registration number 08014397 (England and Wales)
TER (UK) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
TER (UK) LIMITED
COMPANY INFORMATION
Directors
Mr G K Manley
Mr A Maddy
Mr O Leptien
(Appointed 17 March 2026)
Company number
08014397
Registered office
Fitzroy House
Crown Street
Ipswich
Suffolk
IP1 3LG
Auditor
Sumer Auditco Limited
Fitzroy House
Crown Street
Ipswich
Suffolk
IP1 3LG
Business address
Milton Hall
Ely Road
Milton
Cambridge
CB24 6WZ
TER (UK) LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 22
TER (UK) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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

Principal activities

The principal activity of the company continued to be the supply of raw materials, speciality chemicals and food ingredients for various application industries.

Review of the business

Ter (UK) Limited is part of the TerChemicals Distribution Group, one of the leading European distributors for speciality chemicals and raw materials. The company was founded in 2012 to further strengthen the group's increasing pan-European network and is now an established leader in the importation, storage and distribution of speciality chemicals, intermediates and food ingredients.

The year to 31 December 2025 saw an 11.5% reduction in turnover reflecting market conditions, but the gross profit percentage was only slightly reduced at 21.9% compared to 22.1%. Post-tax profit for 2025 amounted to £129,141 compared to £565,374 for 2024. No dividend was paid this year (2024 - £1,000,000). Net assets increased to £4,055,302 from £3,926,161.

This year saw some changes which will help the continued delivery of the company's mission of value for customers and suppliers by providing quality materials and technology and customer satisfaction. Sustaining long-term relations remains central in achieving growth in turnover from both existing accounts and new ones.

The satisfaction of our customers and suppliers is how we define quality. Our responsibility and compliance with quality assurance requirements is confirmed by regular internal system checks and external audits.

Principal risks and uncertainties

The principal risk and uncertainties for the company are mainly financial and we have put measures in place to mitigate such risks where necessary. Particular areas of financial risk are:

Liquidity and credit risk: the company operates both GBP and non-GBP accounts and has tight credit controls in place over both levels of stock and credit limits of customers.

Foreign exchange rate risk: the company sources products from various countries worldwide and a significant element of purchases are in either USD or Euros and therefore the company is exposed to the fluctuations in these currencies. The company therefore operates a hedging system and operates with foreign currency bank accounts to mitigate the risk.

The management of the parent company and of Ter (UK) Limited continues to monitor the economic situation carefully and take measures as necessary.

Development and performance

The company continues to work closely with suppliers and customers in the development of products so as to grow its business. In 2025 this included onboarding of a number of new suppliers to supplement our portfolios into core market sectors.

Key performance indicators

The company's key performance indicators focus on turnover growth, gross margins and profitability as detailed in the review of the business. Customer retention and service levels and employee engagement and retention are also considered key.

TER (UK) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

On behalf of the board

Mr G K Manley
Director
7 May 2026
TER (UK) 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.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid (2024 - £1,000,000). The directors do not recommend payment of a final dividend (2024 - nil).

Directors

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

Mr G K Manley
Mr A Frueh
(Resigned 17 March 2026)
Mr A Maddy
Mr O Leptien
(Appointed 17 March 2026)
Future developments

The company continues to interact with suppliers and customers to develop products and achieve business growth.

Auditor

The auditor, Sumer Auditco Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

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.

On behalf of the board
Mr G K Manley
Director
7 May 2026
TER (UK) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

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 United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

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

TER (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF TER (UK) LIMITED
- 5 -
Opinion

We have audited the financial statements of Ter (UK) 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 profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the 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.

TER (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF TER (UK) LIMITED (CONTINUED)
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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'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.

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 identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial experience and through discussions and enquiries of the Directors and m anagement. During the engagement team briefing, the outcomes of these discussions were shared with the team, as well as consideration as to where and how fraud may occur in the Company.

The following laws and regulations were identified as being of significance to the Company:

· Those laws and regulations considered to have a direct effect on the financial statements including UK financial reporting standards, UK taxation legislation and UK Company Law; and

· Those laws and regulations considered to have an indirect effect on the financial statements including GDPR. Health and Safety Legislation, Employment Rights, Data Protection and Privacy, Contract and Commercial Law

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-

compliance with laws and regulations) comprised of: enquiries of management and those charged with governance

as to whether the Company complies with such regulations; enquiries of management and those charged with

governance concerning any actual or potential litigation or claims, inspection of relevant legal documentation,

review of Board minutes, testing of journal entries, performance of analytical review to identify any unexpected

movements in account balances which may be indicative of fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance

with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we

would become aware of it. Irregularities that result from fraud might be inherently more difficult to detect than

irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements

may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

TER (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF TER (UK) LIMITED (CONTINUED)
- 7 -

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

Use of our report

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

John Perry (Senior Statutory Auditor)
For and on behalf of Sumer Auditco Limited, Statutory Auditor
Chartered Accountants
Fitzroy House
Crown Street
Ipswich
Suffolk
IP1 3LG
7 May 2026
TER (UK) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
12,975,253
14,662,947
Cost of sales
(10,131,032)
(11,422,669)
Gross profit
2,844,221
3,240,278
Distribution costs
(265,560)
(272,316)
Administrative expenses
(2,414,468)
(2,255,259)
Other operating income
18,519
34,221
Operating profit
4
182,712
746,924
Interest receivable and similar income
8
52,526
13,718
Interest payable and similar expenses
9
(51,656)
28,324
Loss on financial instruments at fair value
10
(13,215)
(24,023)
Profit before taxation
170,367
764,943
Tax on profit
11
(41,226)
(199,569)
Profit for the financial year
129,141
565,374

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

The notes on pages 11 to 22 form part of these financial statements.

TER (UK) LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 9 -
2025
2024
Notes
£
£
£
£
Current assets
Stocks
15
2,884,468
2,872,425
Debtors
16
702,130
1,313,878
Cash at bank and in hand
2,567,424
1,120,433
6,154,022
5,306,736
Creditors: amounts falling due within one year
17
(2,098,720)
(1,380,575)
Net current assets
4,055,302
3,926,161
Capital and reserves
Called up share capital
19
50,000
50,000
Share premium account
20
133,400
133,400
Profit and loss reserves
21
3,871,902
3,742,761
Total equity
4,055,302
3,926,161

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 7 May 2026 and are signed on its behalf by:
Mr G K Manley
Director
Company registration number 08014397 (England and Wales)
TER (UK) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2024
50,000
133,400
4,177,387
4,360,787
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
565,374
565,374
Dividends
12
-
-
(1,000,000)
(1,000,000)
Balance at 31 December 2024
50,000
133,400
3,742,761
3,926,161
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
129,141
129,141
Balance at 31 December 2025
50,000
133,400
3,871,902
4,055,302
TER (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
1
Accounting policies
Company information

Ter (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is Fitzroy House, Crown Street, Ipswich, Suffolk, IP1 3LG.

1.1
Basis of preparation

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, modified to include the revaluation of certain financial instruments at fair value. 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 Ter Chemicals GmbH & Co KG. These consolidated financial statements are available from its registered office, Boersenbrucke 2, 20457 Hamburg, Germany.

1.2
Going concern

A true t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future, for the purposes of approving these financial statements this is considered to be a period of 12 months from the date of approval. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Revenue

Revenue comprises sales of goods which are raw materials, speciality chemicals and food ingredients for various application industries provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer.

The company recognises revenue from the following major sources:

- Sale of goods

- Commission

TER (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 12 -

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

Sale of goods

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.

Commission

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recover able.

1.4
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and has been fully amortised in previous period's accounts.

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:

Fixtures and fittings
20% per year straight line (fully depreciated in previous years)

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 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.

1.7
Stocks

Stocks are stated at the lower of cost and net realisable value comprising 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.

Cost is determined using a moving average method.

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.

TER (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
1.8
Cash and cash equivalents

Cash and cash equivalents 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.

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.

Other financial assets

Other financial assets, comprising foreign exchange forward contracts, 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.

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.

TER (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and 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.

Other financial liabilities

Derivatives held by the company comprise forward foreign exchange contracts. These are not basic financial instruments. Forward contracts are initially recognised at fair value on the date a contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of contracts are recognised in profit or loss as amounts written off investments.

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.

1.10
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 when paid in the case of interim dividends and when approved by shareholders in the case of final dividends.

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.

TER (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -

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.

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
As lessee

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 foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

TER (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Stock provision

In assessing the net realisable value of stock judgement is required in assessing the need for provisions for slow moving and obsolete stock.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Sale of goods
12,975,253
14,651,089
Commission
-
11,858
12,975,253
14,662,947
2025
2024
£
£
Turnover analysed by geographical market
UK
12,525,673
14,163,300
Other European countries
449,580
499,647
12,975,253
14,662,947
2025
2024
£
£
Other revenue
Interest income
52,526
13,718
4
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange gains
(13,370)
(50,150)
Operating lease charges
255,243
225,693
TER (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
25,300
17,050
For other services
Taxation compliance services
7,165
6,580
Other taxation services
4,680
4,895
All other non-audit services
16,365
21,978
28,210
33,453
6
Employees

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

2025
2024
Number
Number
Sales
15
15
Administration
8
6
Total
23
21

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
1,085,758
1,106,489
Social security costs
142,306
156,930
Pension costs
69,532
38,115
1,297,596
1,301,534
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
124,607
199,751
Company pension contributions to defined contribution schemes
11,107
5,437
135,714
205,188

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

TER (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest receivable from group companies
47,962
13,718
Other interest income
4,564
-
0
Total income
52,526
13,718
9
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
382
(32,702)
Interest on invoice finance arrangements
49,167
-
0
Other interest
2,107
4,378
51,656
(28,324)
10
Loss on financial instruments at fair value
2025
2024
£
£
Fair value gains/(losses) on financial instruments
Loss on forward foreign exchange contracts held at fair value through profit or loss
(13,215)
(24,023)
11
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
46,466
199,569
Adjustments in respect of prior periods
(5,240)
-
0
Total current tax
41,226
199,569
TER (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
11
Taxation
(Continued)
- 19 -

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:

2025
2024
£
£
Profit before taxation
170,367
764,943
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
42,592
191,236
Tax effect of expenses that are not deductible in determining taxable profit
3,874
8,333
Adjustments in respect of prior years
(5,240)
-
0
Taxation charge for the year
41,226
199,569
12
Dividends
2025
2024
£
£
Interim paid
-
0
1,000,000
13
Intangible fixed assets
Goodwill
£
Cost
At 1 January 2025 and 31 December 2025
60,754
Amortisation and impairment
At 1 January 2025 and 31 December 2025
60,754
Carrying amount
At 31 December 2025
-
0
At 31 December 2024
-
0
14
Tangible fixed assets
Fixtures and fittings
£
Cost
At 1 January 2025 and 31 December 2025
2,095
Depreciation and impairment
At 1 January 2025 and 31 December 2025
2,095
TER (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
14
Tangible fixed assets
Fixtures and fittings
£
(Continued)
- 20 -
Carrying amount
At 31 December 2025
-
0
At 31 December 2024
-
0
15
Stocks
2025
2024
£
£
Finished goods and goods for resale
2,884,468
2,872,425
16
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
427,515
1,114,760
Other debtors
225,824
104,855
Prepayments and accrued income
48,791
94,263
702,130
1,313,878
17
Creditors: amounts falling due within one year
2025
2024
£
£
Payments received on account
86,900
-
0
Trade creditors
805,504
553,320
Amounts owed to group undertakings
427,207
319,019
Taxation and social security
272,908
229,458
Other creditors
378,500
19,347
Accruals and deferred income
127,701
259,431
2,098,720
1,380,575

Amounts owed to group undertakings comprise interest-free trading balances due on 30 day terms.

TER (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
18
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
69,532
38,115

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 £5,858 (2024 - £5,316) were payable as at the year-end.

19
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
50,000
50,000
50,000
50,000

The ordinary shares carry full r ights to vote and participate in distribution and capital repayments.

20
Share premium account
2025
2024
£
£
At the beginning and end of the year
133,400
133,400
21
Profit and loss reserves
2025
2024
£
£
At the beginning of the year
3,742,761
4,177,387
Adjusted balance
3,742,761
4,177,387
Profit for the year
129,141
565,374
Dividends declared and paid in the year
-
(1,000,000)
At the end of the year
3,871,902
3,742,761
22
Financial commitments, guarantees and contingent liabilities

A bank guarantee was in place at the reporting date as security for an HMRC customs duty deferment account. The amount of the financial guarantee contract is £600,000.

23
Operating lease commitments
As lessee
TER (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
23
Operating lease commitments
(Continued)
- 22 -

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 1 year
80,587
56,636
Years 2-5
87,678
34,926
168,265
91,562
25
Ultimate controlling party

The company's immediate parent is Ter Chemicals GmbH & Co KG. The ultimate parent is Ter Hell & Co GmbH. The registered office of both companies is Boersenbrucke 2, 20457 Hamburg, Germany. Copies of the group financial statements can be obtained from that address.

The ultimate controlling party is Christian Westphal, a shareholder in Ter Hell & Co GmbH.

The following are t he parents of the largest and smallest groups in which this company's results are consolidated:

Largest group
Ter Hell & Co GmbH
Smallest group
Ter Chemicals GmbH & Co KG
26
Off balance sheet arrangements

The company entered into a factoring agreement during the year. The factor purchases receivables and bears the risk of debtor insolvency. At 31 December 2025 the balance regarding purchased receivables amounted to £1,332,201 which has been accounted for as a reduction in the trade debtors on the balance sheet. Ter Hell & Co GmbH has assumed joint and several liability for liabilities arising under the agreement.

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