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Registered number: 02853384 SCHLUTER SYSTEMS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
SCHLUTER SYSTEMS LIMITED COMPANY INFORMATION
Directors | M Schlüter
| U Schlüter
| J Backes
Registered number | 02853384
Registered office | Units 3-6 Bardon 22 Industrial Estate
| Bardon Hill
| Coalville
| Leicestershire
| LE67 1TE
Independent auditors | PKF Smith Cooper Audit Limited
| 2 Lace Market Square
| Nottingham
| NG1 1PB
Solicitors | Ashfords
| Ashfords House
| Grenadier Road
| Exeter
| EX1 3LH
SCHLUTER SYSTEMS LIMITED CONTENTS
| Page
Strategic Report | 1
Directors' Report | 2 - 3
Independent Auditors' Report | 4 - 7
Statement of Comprehensive Income | 8
Balance Sheet | 9
Statement of Changes in Equity | 10
Statement of Cash Flows | 11
Analysis of Net Debt | 12
Notes to the Financial Statements | 13 - 25
SCHLUTER SYSTEMS LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The Directors present their strategic report for year ended 31 December 2025. In line with the long-term strategy, the Company has again been focussing on product and service solutions for premium tile and stone applications in domestic and commercial buildings. The Company has continued to provide best in class products, services and in particular education/training to our customer base either at our Education Centre or in the field. With the launch of new and innovative products and services, a stable, well-educated and engaged workforce Schlüter Systems Limited remains one of the leading companies in its industry.
Business review
The Directors consider 2025 as a positive result for the Company with a strong sales performance of £12,160k (2024: £12,493k). The project pipeline for the next 3 years remains healthy. In line with the above mentioned indicators, stock levels increased slightly in 2025 to £1,346k (2024: £1,285k). Profit before tax amounted to £862k (2024: £235k), up from the previous year.
Principal risks and uncertainties
For 2026, the Directors of Schlüter Systems Limited remain optimistic, with regards to their expectations for turnover. As in previous years the Company is committed to its long-term strategy and will continue to provide new and existing innovative products and services which the Company considers to be the best solutions for its customers in their premium tile and stone applications. The Directors expect ongoing exchange rate volatility due to Geopolitical issues (e.g. the Middle East), which are also contributing to inflation and affecting customer sentiment. However, the Directors remain optimistic that the measures implemented will mitigate the impact on sales and margins in 2026. This report was approved by the board on 24 June 2026 and signed on its behalf.
................................................ J Backes Director
Page 1
SCHLUTER SYSTEMS LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The Directors present their report and the financial statements for the year ended 31 December 2025.
Directors' responsibilities statement
The Directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to: ∙select suitable accounting policies for the Company's financial statements 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 to 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.
Results and dividends
The profit for the year, after taxation, amounted to £602,745 (2024 - £110,531). No dividends have been recommended.
Directors
The Directors who served during the year were:
M Schlüter
U Schlüter
J Backes
Disclosure of information to auditors
Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Post balance sheet events
There have been no significant events affecting the Company since the year end. Page 2
SCHLUTER SYSTEMS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Auditors
The auditors, PKF Smith Cooper Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 24 June 2026 and signed on its behalf.
................................................ J Backes Director
Page 3
SCHLUTER SYSTEMS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SCHLUTER SYSTEMS LIMITED
Opinion
We have audited the financial statements of Schluter Systems Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Analysis of Net Debt, the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 December 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Auditors' 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. Page 4
SCHLUTER SYSTEMS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SCHLUTER SYSTEMS LIMITED (CONTINUED)
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report. We have nothing to report in respect of the following matters 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' Responsibilities Statement set out on page 2, 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. Page 5
SCHLUTER SYSTEMS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SCHLUTER SYSTEMS LIMITED (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Based on our understanding of the company and industry, we identify the key laws and regulations affecting the company. We identified that the principal risk of fraud or non-compliance with laws and regulations related to: • Management bias in respect of accounting estimates and judgements made; • Management override of control; • Posting of unusual journals or transactions. We focussed on those areas that could give rise to a material misstatement in the Company financial statements. Our procedures included, but were not limited to: • Enquiry of management and those charged with governance around actual and potential litigation and claims, including instances of non-compliance with laws and regulations and fraud; • Reviewing legal expenditure in the year to identify instances of non-compliance with laws and regulations and fraud; • Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; • Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias. It is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud. 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 for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report. Page 6
SCHLUTER SYSTEMS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SCHLUTER SYSTEMS LIMITED (CONTINUED)
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Sarah Flear (Senior Statutory Auditor) for and on behalf of PKF Smith Cooper Audit Limited Statutory Auditors 2 Lace Market Square Nottingham NG1 1PB 24 June 2026 Page 7
SCHLUTER SYSTEMS LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 12,160,351 | 12,492,828
Cost of sales |  | (5,656,909) | (5,998,967)
Gross profit |  | 6,503,442 | 6,493,861
Administrative expenses |  | (5,637,575) | (6,054,023)
Other operating income | 5 | 7,978 | 1,721
Gains/(losses) on financial instruments |  | 88,562 | (85,830)
Operating profit | 6 | 962,407 | 355,729
Interest receivable and similar income |  | 2 | 113
Interest payable and similar expenses |  | (100,005) | (120,753)
Profit before tax |  | 862,404 | 235,089
Tax on profit | 10 | (259,659) | (124,558)
Profit for the financial year |  | 602,745 | 110,531
There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 13 to 25 form part of these financial statements.
Page 8
SCHLUTER SYSTEMS LIMITED REGISTERED NUMBER: 02853384 BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 11 |  | 9,866,202 |  | 4,496,620
Investments | 12 |  | 8,890 |  | 8,890
|  |  | 9,875,092 |  | 4,505,510
Current assets |  |  |  |  |
Stocks | 13 | 1,345,526 |  | 1,284,552 |
Debtors: amounts falling due within one year | 14 | 2,925,592 |  | 2,186,939 |
Cash at bank and in hand | 15 | 2,881,560 |  | 2,066,664 |
|  | 7,152,678 |  | 5,538,155 |
Creditors: amounts falling due within one year | 16 | (2,248,095) |  | (1,690,140) |
Net current assets |  |  | 4,904,583 |  | 3,848,015
Total assets less current liabilities |  |  | 14,779,675 |  | 8,353,525
Creditors: amounts falling due after more than one year | 17 |  | (7,349,595) |  | (1,472,092)
Provisions for liabilities |  |  |  |  |
Deferred tax | 20 |  | (304,303) |  | (358,401)
Net assets |  |  | 7,125,777 |  | 6,523,032
Capital and reserves |  |  |  |  |
Called up share capital | 21 |  | 100,000 |  | 100,000
Profit and loss account | 22 |  | 7,025,777 |  | 6,423,032
|  |  | 7,125,777 |  | 6,523,032
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 24 June 2026.
................................................ J Backes
Director
The notes on pages 13 to 25 form part of these financial statements. Page 9
SCHLUTER SYSTEMS LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2024 | 100,000 | 6,312,501 | 6,412,501
Comprehensive income for the year |  |  |
Profit for the year | - | 110,531 | 110,531
At 1 January 2025 | 100,000 | 6,423,032 | 6,523,032
Comprehensive income for the year |  |  |
Profit for the year | - | 602,745 | 602,745
At 31 December 2025 | 100,000 | 7,025,777 | 7,125,777
| The notes on pages 13 to 25 form part of these financial statements.
Page 10
SCHLUTER SYSTEMS LIMITED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit for the financial year | 602,745 | 110,531
Adjustments for: |  |
Depreciation of tangible assets | 567,836 | 550,725
Interest paid | 100,005 | 120,753
Interest received | (2) | (113)
Taxation charge | 259,659 | 124,558
(Increase) in stocks | (60,974) | (47,279)
(Increase) in debtors | (819,430) | (34,020)
(Decrease) in creditors | (296,708) | (555,789)
Increase/(decrease)) in amounts owed to groups | 136,850 | (21,606)
Net fair value (gains)/losses recognised in P&L | (88,562) | 85,830
Corporation tax received/(paid) | 80,777 | (297,620)
Net cash generated from operating activities | 482,196 | 35,970
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (5,937,418) | (315,668)
Interest received | 2 | 113
Net cash from investing activities | (5,937,416) | (315,555)
Cash flows from financing activities |  |
Other new loans | 6,935,122 | -
Repayment of loans | (565,001) | (528,401)
Interest paid | (100,005) | (120,753)
Net cash used in financing activities | 6,270,116 | (649,154)
Net increase/(decrease) in cash and cash equivalents | 814,896 | (928,739)
Cash and cash equivalents at beginning of year | 2,066,664 | 2,995,403
Cash and cash equivalents at the end of year | 2,881,560 | 2,066,664
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 2,881,560 | 2,066,664
The notes on pages 13 to 25 form part of these financial statements.
Page 11
SCHLUTER SYSTEMS LIMITED ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 DECEMBER 2025
| At 1 January 2025 | Cash flows | Other non-cash changes | At 31 December 2025
| £ | £ | £ | £
Cash at bank and in hand | 2,066,664 | 814,896 | - | 2,881,560
Debt due after 1 year | (1,472,092) | (6,284,329) | 406,826 | (7,349,595)
Debt due within 1 year | (438,939) | (85,792) | (406,826) | (931,557)
The notes on pages 13 to 25 form part of these financial statements.
Page 12
SCHLUTER SYSTEMS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Schluter Systems Limited is a private Company limited by shares incorporated in England within the United Kingdom. The address of the registered office is the same as the place of business being Units 3-6 Bardon 22 Industrial Estate, Bardon Hill, Coalville, Leicestershire, LE67 1TE. The company’s registration number is 02853384. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Exemption from preparing consolidated financial statements
Bardon 22 (2008) Limited is not controlled by Schluter Systems Ltd and is therefore not considered a subsidiary for the purposes of consolidation, therefore no consolidated financial statements are required.
| 2.3 | Going concern
In preparing the financial statements on a going concern basis, the Directors have paid due regard to relevant forecast financial information, including cash flows, and factored in sensitivities and uncertainties affecting the Company. Unwavering support has also been confirmed from shareholders of the parent and other Group Companies. In the Directors’ opinion, the Company is a going concern for a minimum of twelve months from the date of the approval of the financial statements.
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Page 13
SCHLUTER SYSTEMS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.5 | Revenue
Turnover is measured at the fair value of the consideration received or receivable net of VAT and trade discounts. The policies adopted for the recognition of turnover are as follows: Sale of goods Turnover from the sale of goods is recognised when significant risks and rewards of ownership of the goods have transferred to the buyer, the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the Company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. This is usually on dispatch of the goods.
| 2.6 | Operating leases
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
| 2.7 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.8 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.9 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.10 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds. Page 14
SCHLUTER SYSTEMS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.11 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.12 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. Depreciation is provided on the following basis:
|  |  |  | Freehold property | - | 2% straight line down to residual value
|  |  |  | Short-term leasehold property | - | 10% straight line on original building, improvements over the lease term
|  |  |  | Plant and machinery | - | 25% and 50% straight line
|  |  |  | Fixtures and fittings | - | 25% and 50% straight line
|  |  |  | Software | - | 33% straight line
|  |  |  | Computer equipment | - | 25% straight line
| 2.13 | Investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.14 | Stocks
Stocks are valued at the lower of cost and net realisable value. Cost is calculated using the first-in, first-out formula. Provision is made for damaged, obsolete and slow-moving stock where appropriate. Page 15
SCHLUTER SYSTEMS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.15 | Debtors and creditors receivable/payable within one year
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.16 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.
| 2.17 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.18 | Derivatives
Derivative financial instruments are initially measured at fair value at the date on which a derivative contract is entered into and are subsequently measured at fair value through profit or loss. At the prior year end, the company had forward currency contracts in existence. The fair value of those instruments has been estimated with reference to the year end market spot rate. Any gains or losses have been recognised in the profit and loss account and no hedge accounting has been applied.
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements. Financial instruments - fair values have been estimated at the amount the Company would expect to receive or pay to terminate the forward contracts at the balance sheet date based on prevailing foreign currency rates. Page 16
SCHLUTER SYSTEMS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Sales | 12,160,351 | 12,492,828
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 12,005,231 | 12,351,425
| Rest of Europe | 155,120 | 141,403
|  | 12,160,351 | 12,492,828
5. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other operating income | 7,978 | 1,721
6. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Depreciation | 567,836 | 550,725
| Exchange differences | 64,977 | 138,908
| Other operating lease rentals | 583,139 | 606,340
7. | Auditors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the Company's financial statements | 13,500 | 12,500
Page 17
SCHLUTER SYSTEMS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Employees
| Staff costs, including Directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 2,279,845 | 2,347,011
| Social security costs | 239,717 | 236,803
| Cost of defined contribution scheme | 183,108 | 179,078
|  | 2,702,670 | 2,762,892
| The average monthly number of employees, including the Directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Average employees | 45 | 50
9. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 262,790 | 257,811
| Company contributions to defined contribution pension schemes | 59,291 | 47,748
|  | 322,081 | 305,559
| During the year retirement benefits were accruing to 1 Director (2024 - 1) in respect of defined contribution pension schemes.
| The highest paid Director received remuneration of £262,790 (2024 - £257,811).
| The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £59,291 (2024 - £47,748).
| The total accrued pension provision of the highest paid Director at 31 December 2025 amounted to £NIL (2024 - £NIL).
Page 18
SCHLUTER SYSTEMS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 313,757 | -
| Adjustments in respect of previous periods | - | (10,961)
|  | 313,757 | (10,961)
| Total current tax | 313,757 | (10,961)
| Deferred tax |  |
| Origination and reversal of timing differences | (54,098) | 135,519
| Total deferred tax | (54,098) | 135,519
| Taxation on profit on ordinary activities | 259,659 | 124,558
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 862,404 | 235,089
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 215,601 | 58,772
| Effects of: |  |
| Expenses not deductible for tax purposes | 44,058 | 73,855
| Capital allowances for year in excess of depreciation | 1,640 | 2,814
| Adjustments to tax charge in respect of prior periods - deferred tax | - | 78
| Adjustments to tax charge in respect of prior periods | - | (10,961)
| Adjustments to tax charge in respect of prior periods - deferred tax | (1,640) | -
| Total tax charge for the year | 259,659 | 124,558
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 19
SCHLUTER SYSTEMS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Tangible fixed assets
|  | Freehold property | Short-term leasehold property | Plant and machinery | Fixtures and fittings | Software | Computer equipment | Total
|  | £ | £ | £ | £ | £ | £ | £
| Cost |  |  |  |  |  |  |
| At 1 January 2025 | - | 7,288,127 | 175,853 | 965,732 | 355,335 | 726,285 | 9,511,332
| Additions | 5,891,395 | 294 | - | 7,514 | 19,025 | 19,190 | 5,937,418
| Transfers between classes | 7,288,421 | (7,288,421) | - | - | - | - | -
| At 31 December 2025 | 13,179,816 | - | 175,853 | 973,246 | 374,360 | 745,475 | 15,448,750
| Depreciation |  |  |  |  |  |  |
| At 1 January 2025 | - | 2,990,549 | 172,048 | 871,520 | 348,015 | 632,580 | 5,014,712
| Charge for the year on owned assets | - | 485,747 | 2,305 | 29,985 | 7,585 | 42,214 | 567,836
| Transfers between classes | 3,476,296 | (3,476,296) | - | - | - | - | -
| At 31 December 2025 | 3,476,296 | - | 174,353 | 901,505 | 355,600 | 674,794 | 5,582,548
| Net book value |  |  |  |  |  |  |
| At 31 December 2025 | 9,703,520 | - | 1,500 | 71,741 | 18,760 | 70,681 | 9,866,202
| At 31 December 2024 | - | 4,297,578 | 3,805 | 94,212 | 7,320 | 93,705 | 4,496,620
Page 20
SCHLUTER SYSTEMS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Fixed asset investments
|  | Investments in associated companies
|  | £
| Cost |
| At 1 January 2025 | 8,890
| At 31 December 2025 | 8,890
| Net book value |
| At 31 December 2025 | 8,890
| At 31 December 2024 | 8,890
| Associated undertaking
| The following was an associated undertaking of the company:
| Name | Registered office | Class of shares | Holding
| Bardon 22 (2008) Ltd | Units 3-6 Bardon 22 Industrial Estate, Bardon Hill, Coalville, Leicestershire, LE67 1TE | Ordinary | 50%
| The aggregate of the share capital and reserves and profit or loss for the associated undertaking as at 31 December 2025 were immaterial to the financial statements and have not been disclosed.
13. | Stocks
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Finished goods and goods for resale | 1,345,526 | 1,284,552
Page 21
SCHLUTER SYSTEMS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 1,529,056 | 1,838,055
| Other debtors | 1,220,001 | 80,777
| Prepayments and accrued income | 176,535 | 268,107
|  | 2,925,592 | 2,186,939
15. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 2,881,560 | 2,066,664
16. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other loans | 931,557 | 438,939
| Trade creditors | 93,041 | 229,204
| Amounts owed to group undertakings | 393,371 | 256,521
| Corporation tax | 313,757 | -
| Other taxation and social security | 105,297 | 116,626
| Other creditors | 21,982 | 127,813
| Accruals and deferred income | 389,090 | 432,475
| Financial instruments | - | 88,562
|  | 2,248,095 | 1,690,140
| The company has granted a debenture dated 19 December 2007 including fixed charge over all present leasehold property, first fixed charge over book and other debts and first floating charge over all assets in favour of HSBC. Amounts owed to group undertakings and other loans are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
17. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other loans | 7,349,595 | 1,472,092
Page 22
SCHLUTER SYSTEMS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
18. | Loans
| Analysis of the maturity of loans is given below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts falling due within one year |  |
| Other loans | 931,557 | 438,939
| Amounts falling due 1-2 years |  |
| Other loans | 976,725 | 463,699
| Amounts falling due 2-5 years |  |
| Other loans | 6,372,870 | 1,008,393
|  | 8,281,152 | 1,911,031
19. | Financial instruments
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Financial assets |  |
| Financial assets measured at amortised cost through profit or loss | 1,529,056 | 1,838,055
| Financial liabilities |  |
| Derivative financial instruments measured at fair value through profit or loss | - | (88,562)
| Financial liabilities measured at amortised cost through profit or loss | (8,789,546) | (2,524,569)
|  | (8,789,546) | (2,613,131)
| Financial assets that are debt instruments measured at amortised cost comprise trade debtors.
| Derivative financial instruments measured at fair value through profit or loss comprise forward contracts for foreign currencies.
| Financial liabilities measured at amortised cost comprise amounts owed to group undertakings, trade creditors, other creditors and other loans.
Page 23
SCHLUTER SYSTEMS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
20. | Deferred taxation
|  | 2025
|  | £
| At beginning of year | (358,401)
| Credited to profit or loss | 54,098
| At end of year | (304,303)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accelerated capital allowances | (312,946) | (418,143)
| Other provisions | 8,643 | 250
| Losses and other deductions | - | 59,492
|  | (304,303) | (358,401)
21. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Authorised, allotted, called up and fully paid |  |
|  | 100,000 (2024 - 100,000) Ordinary shares of £1.00 each | 100,000 | 100,000
22. | Reserves
Profit and loss account Includes all current and prior period retained profits and losses.
23. | Pension commitments
The Company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the Company to the scheme and amounted to £183,108 (2024: £179,078). Contributions totalling £nil (2024: £nil) were payable to the scheme at the end of the year and are included in accruals. Page 24
SCHLUTER SYSTEMS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
24. | Commitments under operating leases
| At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 126,002 | 532,446
| Later than 1 year and not later than 5 years | 49,846 | 451,229
| Later than 5 years | 20,317 | 1,083,250
|  | 196,165 | 2,066,925
25. | Related party transactions
| The company purchased goods from a related party amounting to £4,832,819 (2024: £5,466,897). The balance owing to this related party within amounts owed to group undertakings totals £393,371 (2024: £256,521). Rents payable to directors totalled £352,710 (2024: £366,000). Included in creditors within other loans is an amount due to a related party totalling £1,555,117 (2024: £1,911,031). Repayments were made during the year of £565,001 (2024: £535,537)) and interest accrued totalling £100,005 (2024: £120,215), the remaining movement relates to exchange rate movements of £109,082 on conversion of the loan balance. Also included in creditors within other loans is an amount due to a related party totalling £6,726,035 (2024: £NIL). Repayments were made during the year of £NIL (2024: £NIL)) and interest accrued totalling £NIL (2024: £NIL). Properties were transferred to the company by directors at valuation of £5,891,395. All directors of the company who have authority and responsibility for planning, directing and controlling the activities of the company are considered to be key management personnel. Total remuneration in respect of these individuals is £322,081 (2024: £305,599).
26. | Controlling party
The immediate parent undertaking is S GB H GmbH, a Company incorporated in Germany, which is itself under the direct control of Schlueter Handels- und Beteiligungs-Kommanditgesellschaft, also incorporated in Germany. No publicly available group financial statements are prepared.
Page 25