Company registration number 03295054 (England and Wales)
SOUDAL (UK) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
SOUDAL (UK) LIMITED
CONTENTS
Page
Strategic report
1 - 3
Director's report
4 - 6
Independent auditor's report
7 - 9
Statement of comprehensive income
10
Statement of financial position
11
Statement of changes in equity
12
Notes to the financial statements
13 - 23
SOUDAL (UK) LIMITED
COMPANY INFORMATION
Director
Mr D A Coorevits
Company number
03295054
Registered office
Soudal House
Unit 1 Centurion Way, Centurion Park
Watling Street
Tamworth
Staffordshire
England
B77 5PN
Auditor
Haslehursts Limited
88 Hill Village Road
Sutton Coldfield
West Midlands
England
B75 5BE
SOUDAL (UK) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The director presents the strategic report for the year ended 31 December 2025.

Review of the business

We aim to present a brief but comprehensive review of the performance of our business. Our review is consistent with the size and nature of our business.

During the year, the Company achieved steady year‑on‑year growth, with turnover increasing by 5.77%, reflecting continued demand for its products and services.

Operating costs increased during the period, principally due to changes in group logistics routes, which resulted in higher import costs for the UK business. In addition, the introduction of the UK Government’s Extended Producer Responsibility (EPR) environmental compliance scheme led to a further increase in operating expenses.

In line with its growth strategy, the Company progressed with its business expansion plans during the year by entering into a new leasehold agreement for additional warehouse facilities. This investment is intended to support the continued growth and scalability of the business in future periods.

The Company’s key financial and other performance indicators for the year are as follows:

| 2025 | 2024 | Movement
| £ | £ | %
Turnover | 88,447,424 | 83,620,584 | 5.77%
Turnover reduction / growth on PY | 4,826,840 | (504,492) |
Gross margin | 10.79% | 10.24% | 0.55%
Profit before tax | 1,771,259 | 1,791,044 | (1.10%)

Continued investment in our people remains a key strategy for our success and growth. Headcount has grown YoY by 25% and an overall review of the Company benefits package was also undertaken which resulted in enhancements to the pension scheme.

Principal risks and uncertainties

The company operates in a dynamic and competitive industry and is subject to a number of risks and uncertainties that could affect its performance and prospects. The principal risks and uncertainties facing the company include:

- Market and Economic Conditions: Fluctuations in the UK economy, driven by macroeconomic factors such as inflation, interest rates, and government infrastructure spending, can directly impact demand for construction chemicals.

- Supply Chain Disruptions: As a distributor reliant on international suppliers, the company is exposed to risks related to logistics delays, geopolitical tensions, currency fluctuations, and raw material shortages.

- Regulatory Compliance: The business must comply with UK and EU chemical safety, environmental, and health regulations, including REACH, COMAH and COSHH. Non-compliance could lead to financial penalties or reputational damage.

- Competition and Pricing Pressure: The company faces competition from both domestic and international players. Pressure on pricing could impact margins if not managed effectively through value-added services and supplier negotiations.

- Operational Risks: These include risks related to warehouse management, inventory control, and IT system reliability, all of which are critical to efficient order fulfilment and customer service.

Key performance indicators

The directors of the company monitor key performance indicators on an ongoing basis, particularly in relation to sales growth, margins, volumes and costs.

Other information and explanations
SOUDAL (UK) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

The company recognises the importance of maintaining strong relationships with its key stakeholders, whose interests are considered as part of strategic decision-making:

- Employees: The company values its workforce and promotes a safe, inclusive, and development-oriented workplace. Regular staff meetings, training initiatives, and performance appraisals are used to engage and support employees.

- Customers: Long-term relationships with contractors, distributors, and end-users are critical to success. The company actively seeks customer feedback and adapts its product offerings and service levels to meet evolving needs.

- S u ppliers: Close collaboration with suppliers—both within the group and externally—is essential to ensuring reliable product availability and quality. The company maintains transparent, long-term procurement relationships.

- Group Companies: As part of a wider group, the UK business aligns closely with group strategy, values, and standards. Regular communication and reporting ensure consistent performance and integration.

- Regulators and Industry Bodies: The company engages proactively with regulatory authorities and industry associations to ensure compliance and contribute to sector developments.

- Local Communities and Environment: The business is committed to operating responsibly and sustainably. Efforts include minimising environmental impact through waste reduction and promoting safe handling of chemical products.

- Group Dependencies: As part of a wider international group, changes in group strategy, funding arrangements, or transfer pricing policies could impact the UK entity’s autonomy or financial performance.

The Board continuously monitors these risks and implements mitigation strategies, including supply chain diversification, strong compliance controls, and close collaboration with group functions.

Section 172 (1) Statement and Stakeholder Engagement Statement

The directors are fully aware of their responsibilities to promote the success of the Company in accordance with section 172 if the Companies Act 2006.

When making decisions, directors have regard to the interests of stakeholders relevant to the Company, as well as the likely consequences of any decision in the long term, the desirability of the Company maintaining a reputation for high standards of business conduct, and employee interests.

The Company's key stakeholders include our customers, colleagues, suppliers, communities, regulators and Government, and our holding Company.

SOUDAL (UK) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
Stakeholder engagement

- Employees: The company values its workforce and promotes a safe, inclusive, and development-oriented workplace. Regular staff meetings, training initiatives, and performance appraisals are used to engage and support employees.

- Customers: Long-term relationships with contractors, distributors, and end-users are critical to success. The company actively seeks customer feedback and adapts its product offerings and service levels to meet evolving needs.

- Suppliers: Close collaboration with suppliers—both within the group and externally—is essential to ensuring reliable product availability and quality. The company maintains transparent, long-term procurement relationships.

- Group Companies: As part of a wider group, the UK business aligns closely with group strategy, values, and standards. Regular communication and reporting ensure consistent performance and integration.

- Regulators and Industry Bodies: The company engages proactively with regulatory authorities and industry associations to ensure compliance and contribute to sector developments.

- Local Communities and Environment: The business is committed to operating responsibly and sustainably. Efforts include minimising environmental impact through waste reduction and promoting safe handling of chemical products.

- Group Dependencies: As part of a wider international group, changes in group strategy, funding arrangements, or transfer pricing policies could impact the UK entity’s autonomy or financial performance.

On behalf of the board

Mr D A Coorevits
Director
31 July 2026
SOUDAL (UK) LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

The director presents his annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company continued to be the distribution of sealants, PU foams and adhesives manufactured by the Soudal Group for the UK professional, consumer and industrial markets.

Results and dividends

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

No ordinary dividends were paid. The director does not recommend payment of a final dividend.

Director

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

Mr D A Coorevits
Future developments

The business strategy is to re-invest profits back into the group to allow the business to grow further.

Auditor

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

SOUDAL (UK) LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
Energy and carbon report

The Companies (Director’s Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 implement the government’s policy on Streamlined Energy and Carbon Reporting (SECR). The Company is required to report its energy usage and carbon emissions in accordance with these regulations.

The period covered for the SECR report is 1st January 2025 to 31st December 2025.

Under the requirements of SECR, an unquoted large company must report on the following:

- UK energy use from electric, gas and transport in fuel in kWh

- Associated Greenhouse Gas Emissions (GHG) of activities of Soudal (UK) are responsible for. This will be in the form of Scope 1 (direct emissions) and Scope 2 (indirect emissions), reported in tonnes of CO2 (tCO2e)

- Methodology used in calculations of disclosures

- Information on energy efficiency action taken in the reporting period

Soudal (UK) Energy Use (1st January 2025 to 31st December 2025)

Emissions Breakdown by Scope (tCO2e) | 2025 | 2024 | % Change
Scope 1 | 88 | 84 | 4.50%
Scope 2 | 80 | 73 | 9.00%
Total | 168 | 157 | 6.60%
Intensity Metric (tCO2e/£m turnover) | 1.90 | 1.88 | 0.80%

Methodology

The Company has used the main requirements of the Greenhouse Gas Protocol Corporate Standard to calculate our emissions, along with the UK Government GHG Conversion Factors for Company Reporting 2025. Any estimates included in our total are derived from actual data extrapolated to cover missing periods.

Data Sources

The data was collected from various sources as detailed below:

- Supplier invoices and reports – details of type of fuel and quantities delivered, including litres of petrol or diesel fuel as used by the company fleet over the year.

- Expense Claim Forms – Data was collated from employees who drive for business purposes. To determine the emissions associated with each employee the total mileage claim was multiplied by the relevant emissions conversion factor to determine total CO2e emissions.

Energy Efficiency Actions taken in 2025:

- Updating of inefficient halogen lighting systems for more environmentally friendly and efficient LED systems.

- The company continues to support staff with the installation of electric vehicle charging points at their homes where possible.

- Implementation of salary sacrifice EV scheme for employees to encourage the uptake of lower emission vehicles in and out of the business.

- Product reviews – ensuring all products are produced with more efficient and lower impact materials and packaging.

Longer term initiatives under consideration

- Where practical, all company cars issued to employees will be electric or hybrid.

- Assessment of the office / warehouse building for the suitability of solar panels.

SOUDAL (UK) LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
Statement of director's responsibilities

The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

The director is 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. He is 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.

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 D A Coorevits
Director
31 July 2026
SOUDAL (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SOUDAL (UK) LIMITED
- 7 -
Opinion

We have audited the financial statements of Soudal (UK) Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the statement of financial position, 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 director's 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 director 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 director is 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 director's 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 director's report have been prepared in accordance with applicable legal requirements.

SOUDAL (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SOUDAL (UK) LIMITED (CONTINUED)
- 8 -
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 director's 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 director's remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the director's r esponsibilities s tatement, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We obtained an understanding of the company’s legal and regulatory framework and the industry in which it operates. We considered the risk of acts by the company that might have contravened applicable laws and regulations, including fraud. Our audit procedures were designed to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by way of forgery, intentional representations or through collusion.

We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and third party company representatives. 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. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

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.

SOUDAL (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SOUDAL (UK) LIMITED (CONTINUED)
- 9 -
Stuart Penfold (Senior Statutory Auditor)
For and on behalf of Haslehursts Limited, Statutory Auditor
Chartered Accountants
88 Hill Village Road
Sutton Coldfield
West Midlands
B75 5BE
England
31 July 2026
SOUDAL (UK) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
2025
2024
Notes
£
£
Turnover
3
88,447,424
83,620,584
Cost of sales
(78,902,771)
(75,056,786)
Gross profit
9,544,653
8,563,798
Administrative expenses
(7,775,696)
(6,765,957)
Operating profit
4
1,768,957
1,797,841
Interest receivable and similar income
7
2,302
-
0
Interest payable and similar expenses
8
-
0
(6,797)
Profit before taxation
1,771,259
1,791,044
Tax on profit
9
(456,722)
(463,916)
Profit for the financial year
1,314,537
1,327,128

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

SOUDAL (UK) LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
10
22,168
36,947
Tangible assets
11
558,469
271,970
580,637
308,917
Current assets
Stocks
12
4,625,589
5,040,252
Debtors
13
21,979,243
18,975,834
Cash at bank and in hand
3
3
26,604,835
24,016,089
Creditors: amounts falling due within one year
14
(21,808,271)
(20,334,028)
Net current assets
4,796,564
3,682,061
Total assets less current liabilities
5,377,201
3,990,978
Provisions for liabilities
Deferred tax liability
15
138,652
66,966
(138,652)
(66,966)
Net assets
5,238,549
3,924,012
Capital and reserves
Called up share capital
17
2
2
Profit and loss reserves
18
5,238,547
3,924,010
Total equity
5,238,549
3,924,012
The financial statements were approved and signed by the director and authorised for issue on 31 July 2026
Mr D A Coorevits
Director
Company registration number 03295054 (England and Wales)
SOUDAL (UK) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2024
2
2,596,882
2,596,884
Year ended 31 December 2024:
Profit and total comprehensive income
-
1,327,128
1,327,128
Balance at 31 December 2024
2
3,924,010
3,924,012
Year ended 31 December 2025:
Profit and total comprehensive income
-
1,314,537
1,314,537
Balance at 31 December 2025
2
5,238,547
5,238,549
SOUDAL (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
1
Accounting policies
Company information

Soudal (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is Soudal House, Unit 1 Centurion Way, Centurion Park, Watling Street, Tamworth, Staffordshire, England, B77 5PN.

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. 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 Jonelinvest NV, a Belgium resident company. These consolidated financial statements are available from its registered office, Everdongenlaan 18-20, B-2300 Turnhout, Belgium.

1.2
Going concern

A true t the time of approving the financial statements, t he director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he director continues to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Revenue

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.

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

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.

SOUDAL (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.4
Intangible fixed assets other than goodwill

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

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
20% straight line (double charge in first 12 months)
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:

Leasehold land and buildings
Depreciated over the term of the lease
Plant and equipment
20% straight line on cost
Fixtures and fittings
10% straight line on cost
Computers
25% straight line on cost
Motor vehicles
25% straight line on cost

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.

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.

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 statement of financial position when the company becomes party to the contractual provisions of the instrument.

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

SOUDAL (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
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, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

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

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

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

Derecognition of financial assets

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

Classification of financial liabilities

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

Basic financial liabilities

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

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

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

SOUDAL (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
Other financial liabilities

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

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

Derecognition of financial liabilities

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

1.10
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 income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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 income statement, 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.

SOUDAL (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
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
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.

1.15

Short term debtors and creditors

Short term debtors are measured at transaction price, less any impairment. Loan's receivable is measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the director is 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.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Depreciation and residual values

The Director has reviewed the asset lives and associated residual values of all fixed asset calculations and has concluded that asset lives and residual values are appropriate.

Customer rebate provisions

The Director has reviewed the contractual terms of customer rebate contracts and has concluded that the provision made is an accurate reflection of the rebate creditor outstanding at the end of the financial year.

SOUDAL (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Distribution of sealants, PU foams and adhesives
88,447,424
83,620,584
2025
2024
£
£
Other revenue
Interest income
2,302
-
4
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(14,249)
5,384
Depreciation of tangible fixed assets
90,408
83,151
Profit on disposal of tangible fixed assets
(10,900)
-
Amortisation of intangible assets
14,779
19,303
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
10,999
10,474
6
Employees

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

2025
2024
Number
Number
Warehouse
26
20
Administration
59
54
Total
85
74
SOUDAL (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
6
Employees
(Continued)
- 19 -

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
3,712,400
3,443,654
Social security costs
402,502
343,466
Pension costs
365,453
283,868
4,480,355
4,070,988
7
Interest receivable and similar income
2025
2024
£
£
Interest income
Other interest income
2,302
-
0
8
Interest payable and similar expenses
2025
2024
£
£
Other interest
-
0
6,797
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
385,055
444,460
Adjustments in respect of prior periods
(19)
2,397
Total current tax
385,036
446,857
Deferred tax
Origination and reversal of timing differences
71,686
17,059
Total tax charge
456,722
463,916
SOUDAL (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
9
Taxation
(Continued)
- 20 -

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
1,771,259
1,791,044
Expected tax charge based on the standard rate of corporation tax in the UK of 25% (2024: 25%)
442,815
447,761
Effects of:
Expenses that are not deductible in determining taxable profit
10,232
13,758
Adjustments in respect of prior years
(19)
2,397
Permanent capital allowances in excess of depreciation
(67,992)
(17,059)
Deferred tax movement
71,686
17,059
Taxation charge in the financial statements
456,722
463,916
10
Intangible fixed assets
Software
£
Cost
At 1 January 2025 and 31 December 2025
56,250
Amortisation and impairment
At 1 January 2025
19,303
Amortisation charged for the year
14,779
At 31 December 2025
34,082
Carrying amount
At 31 December 2025
22,168
At 31 December 2024
36,947
SOUDAL (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
11
Tangible fixed assets
Leasehold land and buildings
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 January 2025
170,024
30,788
287,352
106,804
24,950
619,918
Additions
172,011
88,417
52,508
63,971
-
0
376,907
Disposals
-
0
-
0
-
0
-
0
(24,950)
(24,950)
At 31 December 2025
342,035
119,205
339,860
170,775
-
0
971,875
Depreciation and impairment
At 1 January 2025
99,652
30,788
116,264
76,294
24,950
347,948
Depreciation charged in the year
20,510
1,592
47,748
20,558
-
0
90,408
Eliminated in respect of disposals
-
0
-
0
-
0
-
0
(24,950)
(24,950)
At 31 December 2025
120,162
32,380
164,012
96,852
-
0
413,406
Carrying amount
At 31 December 2025
221,873
86,825
175,848
73,923
-
0
558,469
At 31 December 2024
70,372
-
0
171,088
30,510
-
0
271,970
12
Stocks
2025
2024
£
£
Finished goods and goods for resale
4,625,589
5,040,252
13
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
21,370,258
18,642,113
Corporation tax recoverable
91,945
50,540
Amounts owed by group undertakings
310,237
152,217
Other debtors
2
23,924
Prepayments and accrued income
206,801
107,040
21,979,243
18,975,834
SOUDAL (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
14
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
857,943
596,954
Amounts owed to group undertakings
13,303,585
14,512,197
Taxation and social security
2,567,950
2,139,851
Other creditors
4,550,496
2,719,567
Accruals and deferred income
528,297
365,459
21,808,271
20,334,028
15
Deferred taxation

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

Liabilities
Liabilities
2025
2024
Balances:
£
£
Accelerated capital allowances
138,652
66,966
2025
Movements in the year:
£
Liability at 1 January 2025
66,966
Charge to profit or loss
71,686
Liability at 31 December 2025
138,652
16
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
365,453
283,868

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.

17
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
2
2
2
2
SOUDAL (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
18
Profit and loss reserves
2025
2024
£
£
At the beginning of the year
3,924,010
2,596,882
Profit for the year
1,314,537
1,327,128
At the end of the year
5,238,547
3,924,010
19
Operating lease commitments
As 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 1 year
1,074,151
657,781
Years 2-5
5,687,266
1,290,070
6,761,417
1,947,851
20
Ultimate controlling party

The ultimate parent company is Jonelinvest NV, a Belgium resident company.

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