The director presents the strategic report for the year ended 31 December 2025.
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.
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.
The directors of the company monitor key performance indicators on an ongoing basis, particularly in relation to sales growth, margins, volumes and costs.
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.
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.
The Board continuously monitors these risks and implements mitigation strategies, including supply chain diversification, strong compliance controls, and close collaboration with group functions.
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.
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
The director presents his annual report and financial statements for the year ended 31 December 2025.
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.
The director who held office during the year and up to the date of signature of the financial statements was as follows:
The business strategy is to re-invest profits back into the group to allow the business to grow further.
The auditor, Haslehursts Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
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.
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.
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).
Basis for opinion
Conclusions relating to going concern
Other information
Opinions on other matters prescribed by the Companies Act 2006
As explained more fully in the director's responsibilities statement, 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.
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.
The income statement has been prepared on the basis that all operations are continuing operations.
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.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
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. The company has therefore taken advantage of exemptions 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.
The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:
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.
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, 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.
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.
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, 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 payments 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. Amounts 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.
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 subsequently 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 through 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.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
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.
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.
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.
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.
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.
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.
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.
The average monthly number of persons (including directors) employed by the company during the year was:
Their aggregate remuneration comprised:
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:
The following are the major deferred tax liabilities and assets recognised by the company:
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.
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: