The directors present the strategic report for the year ended 31 December 2025 in respect of U-POL Limited ("the company").

The principal activity of the company in the year under review was as a specialist supplier for the automotive repair industry supplying Bodyshop’s directly and through our Channel Partners and a supplier of protective coatings used in a wide variety of applications through trade and retail outlets. The company has and will continue to invest in the development of its employees.

The principal business objective is to maximise longer term shareholder value. Our key strategies for achieving this are i) to be safety focused by conducting our global operations in the safest possible manner ii) by being marketing and technology driven, listening to our customers and delivering solutions for them iii) by investing in new product development to anticipate and exceed our customers’ expectations iv) to be uncompromising on quality and integrity v) by recruiting and retaining employees of the highest calibre enabling them to work in an inclusive and empowered environment and vi) by being performance orientated across the organisation.

Markets

Export accounts for 79% of total business (2024: 80%).

Results and review of the business

The statement of comprehensive income is set out on page 16 and shows the company generated sales of £92.9m (2024: £100.6m), a decrease of 8% and profit before tax of £7.9m (2024: £13.9m), a decrease of 43%. At 31 December 2025, net assets were £70m (2024: £89m).

In order to support the directors' role to promote its long term success, the business at every level is operated under prudent and tightly managed controls. All costs and processes are under constant review and we look for efficiencies and savings wherever possible. Costs are analysed and reported monthly to keep overheads under control and protect margins.

2025 saw a decrease in sales of 8% – largely due to a slow down in market conditions which started during the 2nd half of 2024 and continued through 2025. African markets were slow (with a knock on impact on volume) primarily due to currency availability and U-POL requirements to mitigate credit risk. Further integration of U-POL into its Axalta parent in the US also contributed to sluggish sales in the 2nd half of 2025 as the new organizational structure bedded in. U-POL’s Retail initiatives continue to grow with the Retail business up 13% in 2025, with a key win in our biggest US Retailer driving quarter 4 performance and creating a platform for growth in 2026.

UK Companies debt rationalisation

During 2025 there was an undertaking to eliminate several intercompany loans in Axalta UK group that were due to mature, to help eliminate Forex exposure and to rationalise the intercompany debt structure of the group. This process entailed Contribution, Distribution and release of Intercompany Loans with U-​POL Bidco Limitd.

Key performance indicators

The key financial performance indicators for the company, considered by the board, are turnover, profit before tax and net assets which have been discussed within the above section.

In addition to key financial performance indicators, the company also monitors a number of key non-financial performance indicators. As health and safety is considered paramount, the number of reported accidents is monitored across the year. During the period there were 2 RIDDOR reported accidents. Management's focus is on reducing health and safety incidents with a focus on staff training whilst also clearly emphasising to stakeholders within the business the importance of health and safety. The company also aims to maintain high service levels to customers. The target remains to achieve 99% on time in full delivery to customers during multiple periods.

Going concern and future developments

Subsequent to the reporting date, U-POL Limited (the “Company”) implemented a revised operating model in conjunction with its continued transformation and integration into the Axalta Group structure. As part of this transformation, U-POL Limited and certain other affiliates that were acquired in September 2021 by the Axalta Group, were integrated in the existing European operating model under which strategic management, commercial decision-making and ownership of key entrepreneurial functions for the EMEA region are centralized in Basel, Switzerland. As a result, effective July 1, 2026, the Company's functional profile changed from an entrepreneurial operating entity to a provider of routine operational services. The Company continues to undertake local operating activities but no longer assumes significant commercial, inventory or intellectual property risks. The Company is compensated by Axalta Coating Systems GmbH (“Axalta Switzerland”) and other Axalta Group affiliates under intercompany arrangements intended to reflect the functions performed, assets employed and risks assumed. The operating model changes are expected to result in changes to the Company's revenue composition, operating margins and related-party transactions compared with prior periods.

Management has assessed the transaction as a non-adjusting event in accordance with IAS 10, as the restructuring and associated transfer of functions, assets and risks occurred after 31 December 2025 and do not provide evidence of conditions that existed at the reporting date. Accordingly, no adjustments have been made to the amounts recognised in these financial statements.

The financial statements have been prepared on a going concern basis which the directors consider to be appropriate. After the reporting period and as discussed above, the Company implemented a revised operating model in conjunction with its continued transformation and integration into the Axalta Group structure. The Directors have assessed the Company's ability to continue as a going concern for a period of at least twelve months from the date of approval of these financial statements. In reaching their conclusion, the Directors considered the Company's forecasted operating results and cash flows considering the operational profile change and the expected remuneration to be achieved and the financial resources available to the wider Axalta Group. Based on these assessments, Directors are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future and that there are no material uncertainties that may cast significant doubt upon the Company's ability to continue as a going concern. Accordingly, the financial statements have been prepared on a going concern basis.

Working capital requirements will be impacted by the restructuring and alter the composition of its assets and liabilities. However, management has concluded that the event does not impact the appropriateness of the going concern basis of preparation, as the Company will continue to operate under the revised business model and is expected to generate a stable operating profit from its remuneration for routine functions performed.

Principal risks and uncertainties

The directors are of the opinion that the company has adopted a thorough risk management process that involves the formal review of all the risks identified below. The board monitors and reviews on a regular basis, to mitigate each risk area. Under the new operating model, the company bears limited market, inventory and pricing risks, with key strategic and commercial risks managed at Group level.

Market risk

The company operates in a competitive market where continuing growth is dependent upon consolidating on existing customer relationships and developing new income streams. U-​POL has built strong customer relationships with key distributors in the most important markets in which we trade (UK, Middle East & Africa). Our key account management and marketing efforts within these markets ensures that our brands are an important part of our distribution partners offer in the automotive aftermarket space.

The company's exposure to significant market and commercial risks is mitigated through its participation in the Group's centralised business model, with strategic and entrepreneurial decisions undertaken at a group wide level.

U-​POL’s heritage is in Automotive Body Filler’s, but we have continued to deepen our relationships and partnerships with key customers by widening our offer and increasing our share of wallet through innovation. Predominantly this is through growing in the Paint aerosols category, and in Textured Protective Coatings with our RAPTOR brand.

Market risk (continued)

How we grow the business is primarily through, U-​POL's historical strength in the breadth of distribution partnerships in the ‘professional automotive aftermarket space’. These brands are now embedded as part of our parent company Axalta Coating Systems portfolio offer. The increased breadth of reach that Axalta has will support growth for U-​POL in its core Refinish markets.

The most prominent risk for 2026 is foreseen to be geo-​political factors surrounding the conflict in the Middle East. Throughout 2026 this situation is being monitored closely by the business. MENA sales are expected to be at the same level of FY 2025. However, the risk factor as we move through this conflict is likely to be the ability to replenish local stocks. Axalta are managing its supply chain at present through the port of Jeddah in Saudi Arabia via the Red Sea. Future sales may be affected if significant disruption occurs within this shipping route. The company continues to monitor developments closely; however, much of the supply chain and pricing risk associated with these events is managed at a Group level. Regarding costs there is likely to be an increase from Q2 2026 which will affect our variable cost of goods sold and increase our freight costs due to rising fuel prices.

Economic downturn

The success of the business is reliant on consumer spending and an economic downturn, resulting in a reduction of consumer spending power, may have a direct impact on the income achieved by the company. In response to this risk, the company supplies into different jurisdictions to avoid reliance on any one location as far as possible. Management also monitor economic conditions at national and global levels.

Raw material input costs and inflation

Commodity costs forming the Axalta Group's raw material inputs into products can fluctuate depending on global events. Going forward, the company's direct exposure to raw material price volatility is limited, as product sourcing and procurement activities are managed within the Axalta Group. The impact of significant cost increases is monitored at Group level and reflected in pricing where appropriate. To mitigate wider inflationary pressures, the company benefits from economies of scale achieved through the Axalta Coating Systems group and its central procurement activities.

Financial risk management objectives and policies

The company's activities expose it to several financial risks including foreign exchange, credit and liquidity risks, although exposure to certain risks is centrally managed and reduced within the Axalta Group.

Cash flow and foreign exchange risk

The company’s exposure to the financial risk of changes in foreign currency exchange rates is limited post the integration of U-POL into the Axalta ERP system since all intercompany purchases for products are in local currency and sales to 3rd parties are predominantly in local currency. Limited foreign exchange exposure remains in relation to certain short-term intercompany balances.

Credit risk

The company’s principal financial assets are bank balances, trade and other debtors and amounts due from group undertakings. Its credit risk is primarily attributable to its trade debtors. The amounts presented in the balance sheet are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. The company maintains strong relationships with its customer base and has no significant concentration of credit risk, with exposure spread over many customers.

The company also benefits from trading predominantly with established customers and, where appropriate, applies Group credit control policies and procedures designed to minimise credit exposure.

The credit risk in liquid funds is limited because the counterparties are banks with credit ratings assigned by international credit ratings agencies.

Liquidity risk (continued)

To maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the company monitors the timing of cash flows and aligns this with its strategic planning. Forecasts are produced to assist management in identifying liquidity requirements and maintaining adequate resources. The company's primary source of liquidity is cash generated from operating activities together with support available through the wider Axalta Group, where required.

Environment

The company is committed to supporting the sustainability objectives of the Axalta Group. Management continues to identify opportunities to reduce waste, improve resource efficiency and minimise the environmental impact of its operations.

Streamlined Energy and Carbon Report (SECR)

UK energy use and associated greenhouse gas emissions

The company is pleased to report its current and historic UK based annual energy usage and associated annual greenhouse gas emissions pursuant to the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 (“the 2018 Regulations”).

Organisational boundary

In accordance with the 2018 Regulations, the energy use and associated greenhouse gas emissions are for those within the UK only that come under the operational control boundary. Therefore, energy use and emissions are aligned with financial reporting for the UK subsidiaries and exclude the non-UK based subsidiaries that would not qualify under the 2018 Regulations in their own right.

Reporting period

The annual reporting period is 1 January to 31 December each year and the emissions and energy reporting are aligned to this period.

Quantification and reporting methodology

This report was compiled independently by energy consultants LG Energy Group. The 2019 UK Government Environmental Reporting Guidelines and the GHG Protocol Corporate Accounting and Reporting Standard (revised edition) were followed to ensure the Streamlined Energy and Carbon Reporting (“SECR”) requirements were met and exceeded where possible.

Breakdown of emissions associated with the reported energy use (tCO₂e)

In comparison to the previous financial period the company's total energy consumption has decreased by 51.499 MWh or 0.01% and our total greenhouse gas emissions have decreased by 87.3 tCO2e or 10.1%. This is due to decrease in activity which has decreased our turnover.

During this period, we have conducted energy surveys as part of our ESOS compliance with the aim of identifying energy conservation measures to be implemented in future financial periods.

Due to the differing manufacturing processes and mix of products, and the way in which manufacturing throughput is measured, we have chosen an intensity ratio of total gross emissions in metric tonnes CO2e per million pounds of turnover (tCO2e / £m).

This year, a secondary intensity ratio of total gross emissions in metric tonnes CO2e per square meter floor area was also included. We believe that these two metrics are considered the most relevant to the Company’s energy consuming activities and provides a good comparison of performance over time and across different organisations and sectors.

Intensity ratio

Utilities                        

Energy consumption expressed in kilowatt-hours has been taken from suppliers' invoices for electricity and natural gas. Location based kgCO2e/kWh conversion factors for the average UK grid supply have been used to calculate greenhouse gas emissions from electricity and natural gas consumption.                                        

Transport                        

For company vehicles the mileage is recorded along with the engine size and fuel type. Staff also drive personal vehicles and are reimbursed through mileage claims. The engine size and fuel type of personal vehicles is not recorded. The kWh/mile and kgCO2e/mile conversion factors from the category "Cars (by size)" have been used to calculate greenhouse gas emissions and underlying energy use.                                 

Other Fuels & Emissions:                        

LPG has been used in FLT during 2025. Maintenance records did not contain any instances of refrigerant leaks during the reference period. No other fugitive emissions have been identified.

The directors are aware of their duty under s.172 of the Companies Act 2006 to act in the way which they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole and, in doing so, to have regard (amongst other matters) to:

• The likely consequences of any decision in the long term;

• The interests of the company’s employees;

• The need to foster the company’s relationships with suppliers, customers and others;

• The impact of the company’s operations on the community and the environment; and

• The desirability of the company maintaining a reputation for high standards of business conduct.

The directors work to promote the success of the company, by considering the impact that their decisions may have on the company, along with the company’s stakeholders. The issues and factors which have guided the directors’ decisions are outlined in the ‘review of business’ and the ‘principal risks and uncertainties’ sections within this report.

Reputation is of key importance to the company and the directors who always consider reputational impact in taking decisions and encourages high standards of business conduct.

The company’s key stakeholders include, but are not limited to:

• Employees;

• Customers;

• Suppliers; and

• Local communities and environment in which the company is based

The directors of the company promote good governance, which is key to drive the success of the company. The directors also aim to achieve the overall strategic objectives of the U-POL group, as well as continuing good relationships with all key stakeholders who are critical to the long-term success of the company.

Having regard to employees’ interests

The board attaches great importance to the skills and experience of the management and employees of the company. Its aim is to retain the best talent and believes that they will benefit from the opportunities within the company. Opportunities for further professional and career development are on offer for employees through relevant training courses and qualifications.

The board is committed to consulting, as appropriate, with relevant employees and employee representatives on a regular basis and has worked hard to ensure effective communication with all employees during the year.

The company has a number of initiatives including a commitment to create a working environment where everyone has the opportunity to learn, develop and contribute to the success of the company, whilst working within a common set of values. Regular updates on business performance KPIs through various channels are provided and an element of employee reviews is linked to the financial success of the company, amongst other appraisal criteria. In addition, appropriate whistleblowing procedures are available that employees are comfortable using.

Further information on the company’s employee policies is contained within the directors’ report.

Fostering business relationships

The company aims to be to the first choice for customers’ needs, enabling them to enjoy the full value of their relationship with the business. The company builds long term customer relationships by providing unrivalled levels of service and an offering which is unmatched in its flexibility. We maintain strong relationships across our supply chain through regular contact and meetings with our suppliers. We encourage our customers and suppliers to raise any issues or concerns they have over their relationship with the company, incorporating all aspects (legal, commercial, operational etc.) and offering dedicated points of contact within our team to provide the building of long-term business relationships.

These relationships contribute to the company’s competitive advantage. They not only enable us to execute our strategy efficiently, but also help customers and suppliers plan their business, managing cash flow and production. The company also engages actively with suppliers to make sure they fully comply with our code of conduct for suppliers and partners, which includes provisions on human rights and environmental standards.

Impact on community and environment

The company values the communities in which it operates, and its aim is for its business activities to have a positive impact on them.

The company will continue to promote green technology and initiatives to protect our environment, as well as being a contributor to the economies it operates in. We continue to seek to reduce the environmental impact of our business. The business is committed to delivering a corporate social responsibility strategy that sets the overall aim to be environmentally responsible, a good neighbour and a great place to work

Maintaining high standards of business conduct

The directors are committed to operating the company in a responsible manner, operating with high standards of business conduct and good governance.

Research and development

The company purses a programme for the development of new products and enhancements of existing products. Costs incurred during the year were £1.54m (2024: £1.67m) and have been charged against profits.

On behalf of the board

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

The results for the year are set out on page 16.

Ordinary interim dividends were paid amounting to £nil (2024: £8m). The directors do not recommend payment of a further dividend (2024: £nil). Alongside this, distributions in specie were made by the company amounting to £24.8m (2024: £152.4m) during the year, in respect of an intercompany debt simplification exercise within the Axalta group.

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

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The company's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance.

An element of employee reward is linked to the financial success of the company, amongst other appraisals criteria as a means of further encouraging the involvement of employees in the company's performance.

Further information on employee engagement is provided within the strategic report under section 172 (1) of the Companies Act 2006 and it forms part of this report through cross-reference.

Akzo Nobel N.V. ("Akzo Nobel") and Axalta Coating Systems Limited have entered into an agreement to combine in an all-stock merger of equals, expected to complete in late 2026 or 2027, subject to approval.

On 30 June 2026, U‑POL Limited disposed of its subsidiary, U‑POL Canada, to Axalta Coating Systems UK Limited, for further reorganisation in Canada. These transactions were undertaken as part of a Group restructuring plan aligned with finance systems implementation. As the transaction occurred after the reporting date and does not relate to conditions that existed at that date, it has been treated as a non‑adjusting event. Accordingly, no adjustment has been made to the amounts recognised in these financial statements.

On 1 July 2026, U-POL Limited (the “Company”) implemented a revised operating model in conjunction with its continued transformation and integration into the Axalta Group structure. As part of this transformation, U-POL Limited and certain other affiliates that were acquired in September 2021 by the Axalta Group, were integrated in the existing European operating model under which strategic management, commercial decision-making and ownership of key entrepreneurial functions for the EMEA region are centralized in Basel, Switzerland. As a result, effective July 1, 2026, the Company's functional profile changed from an entrepreneurial operating entity to a provider of routine operational services. The Company continues to undertake local operating activities but no longer assumes significant commercial, inventory or intellectual property risks. The Company is compensated by Axalta Coating Systems GmbH (“Axalta Switzerland”) and other Axalta Group affiliates under intercompany arrangements intended to reflect the functions performed, assets employed and risks assumed. The operating model changes are expected to result in changes to the Company's revenue composition, operating margins and related-party transactions compared with prior periods.

Management has assessed the transaction as a non-adjusting event in accordance with IAS 10, as the restructuring and associated transfer of functions, assets and risks occurred after 31 December 2025 and do not provide evidence of conditions that existed at the reporting date. Accordingly, no adjustments have been made to the amounts recognised in these financial statements.

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

Future developments, research and development activities, engagement with suppliers, customers and others, financial risk management objectives and policies and disclosures concerning energy and carbon

The above items have been provided within the strategic report and form part of this report through cross-reference.

Overseas branches

The company has a South African branch.

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.

The directors are responsible for preparing the strategic report, 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

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

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

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

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

In our opinion the financial statements:

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

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the annual report and financial statements other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report and financial statements. 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 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.

In the light of our 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 and 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.

As explained more fully in statement of directors' responsibilities, 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.

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.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Extent to which the audit was considered capable of detecting irregularities, including fraud (continued)

We obtained an understanding of the legal and regulatory frameworks that are applicable to company and the sector in which it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

• UK Generally Accepted Accounting Practice;

• Companies Act 2006;

• Tax legislation (UK); and

• Health and safety legislation.

We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of relevant correspondence with regulatory bodies.

We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:

• Management override of controls

• Revenue recognition

In addition to the above, the following procedures were performed to provide reasonable assurance that financial statements were free of material fraud or error:

• Making enquiries of those charged with governance for reference to: breaches of law and regulations or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;

• Reviewing the level and reasoning behind the company's procurement of legal and professional services;

• Review of key documentation confirming ongoing compliance with health, safety and environmental requirements;

• 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 judgements made by management in their calculation of accounting estimates for potential management bias;

• Performing audit work procedures confirming the completeness of revenue recognised within the financial statements, including tracing a sample of sales from the point of initiation through to the sales ledger, ensuring sales have been accurately recorded, and performing appropriate cut-off procedures at the year end;

• Completion of appropriate checklists and use of our experience to assess the company's compliance with the Companies Act 2006; and

• Agreement of the financial statement disclosures to supporting documentation.

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, 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 intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed 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 are to become aware of it.

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

U-POL Limited ("the company") is a private company limited by shares incorporated in England and Wales. The registered office is U-Pol Tech Centre Denington Road, Denington Industrial Estate, Wellingborough, Northamptonshire, NN8 2QH. The principal activities of the company and the nature of its operations are set out in the strategic report.

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 amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

As a qualifying entity. the company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

• The requirements of Section 7 Statement of Cash Flows and paragraph 3.17(d) in respect of presenting a statement of cash flows;

• The requirements of paragraphs 11.42, 11.44. 11.45, 11.47. 11.48(a)(iii). 11.48(a)(iv), 11.48(b) and 11.48(c) in respect of certain basic financial instrument requirements; and

• The requirements of paragraph 33.7 in respect of key management personnel compensation.

The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

The details of the ultimate parent undertaking in which the company is consolidated are provided in note 30.

The financial statements have been prepared on a going concern basis which the directors consider to be appropriate. After the reporting period, the Company implemented a revised operating model in conjunction with its continued transformation and integration into the Axalta Group structure. The Directors have assessed the Company's ability to continue as a going concern for a period of at least twelve months from the date of approval of these financial statements. In reaching their conclusion, the Directors considered the Company's forecasted operating results and cash flows considering the operational profile change and the expected remuneration to be achieved and the financial resources available to the wider Axalta Group. Based on these assessments, Directors are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future and that there are no material uncertainties that may cast significant doubt upon the Company's ability to continue as a going concern. Accordingly, the financial statements have been prepared on a going concern basis.true

Working capital requirements will be impacted by the restructuring and alter the composition of its assets and liabilities. However, management has concluded that the event does not impact the appropriateness of the going concern basis of preparation, as the Company will continue to operate under the revised business model and is expected to generate a stable operating profit from its remuneration for routine functions performed.

Turnover is measured at the fair value of the consideration receivable which generally equates to the invoiced amount, excluding value added tax. Turnover for sales of goods is recognised at the point at which the entity has transferred to the buyer the significant risks and rewards of ownership of the goods in accordance with the Incoterms. Depending on the terms of each sale this will either be at the point that goods have been dispatched from the warehouse or alternatively loaded onto the vessel at the port of departure. Incoterms are in accordance with ICC 2010.

Research expenditure is written off against profits in the year in which it is incurred.

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:

Assets in the course of construction are not depreciated.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss. Land is not depreciated.

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

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. Stock is valued on the First in First Out method.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

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.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

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

Basic financial assets, which include trade and other debtors, amounts owed by group undertakings 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.

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.

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 trade and other creditors and amounts owed to group undertakings, 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. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

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.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

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, under interest and similar income or expenses.

Interest receivable

Interest receivable is recognised in profit or loss using the effective interest method.

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

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

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 allocation of overheads included in stock is a judgement made by management (note 18). The directors assess the nature and value of overheads to be included in stock using their judgement. The overheads allocated to stock in the year amounted to £588,198 (2024: £508,713).

There are no other key judgements or sources of estimation in these financial statements.

The turnover of the company for the year has been achieved from its principal activity and single class of turnover, being product sales.

Other operating expenses of £nil (2024: £2,021k). The prior year expenses related to intercompany management service expenses. Due to the ongoing integration into the Axalta group, transfer pricing is now completed at a top level and adjusted down, therefore, these transfers no longer exist.

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

Their aggregate remuneration comprised:

No remuneration was paid to other directors during the year for services provided to the company as they were remunerated through other group companies. The directors believe that it is impractical to apportion these costs.

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:

Management have assessed the potential impact of the OECD Pillar Two rules (as enacted in the UK under the Multinational Top-up Tax and Domestic Top-up Tax legislation).

Based on this assessment, no material top‑up tax will arise for the period ended December 31st 2025, and accordingly no liability has been recognised in these financial statements.

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

The company was part of a corporate simplification exercise in the prior year, in which a number of the group entities within the U-POL Holdings Limited subgroup were dissolved via strike-off. At the conclusion of this exercise, the company's immediate parent became Axalta Coating Systems UK Holdings Limited. As part of this corporate simplification exercise, distributions were made in the prior year by the company totalling £152.4m in respect of releasing the same value of intercompany debt owed by the company to entities involved within this exercise that were dissolved in 2024.

In the current year, the company was part of a group simplification exercise in which intercompany dues to related parties were eliminated through the transfer of rights to the debt passing to parent company Axalta Coating Systems UK Holdings Limited. As part of this simplification exercise, distributions were made by the company totalling £24.8m, in respect of releasing the same value of intercompany debt owed to the company involved within this exercise.

More information on impairment movements in the year is given in note 13.

Details of the company's subsidiaries at 31 December 2025 are as follows:

Registered office addresses:

Amounts due from group undertakings include a loan of €9,184,000 (2024: €9,184,000) which accrues interest at 6.31% per annum. This loan is repayable on demand and unsecured.

The remaining amounts due from group undertakings are unsecured, interest free and repayable on demand.

Amounts owed to group undertakings include a loan of £300,000 (2024: £300,000) which interest accrues at a rate of 5.65%. This loan is repayable on demand and unsecured.

The remaining amounts owed to group undertakings are unsecured, interest free and repayable on demand.

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

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 31 December 2025 there was no amounts outstanding in respect of this (2024: nil).

Share premium account

Consideration received for shares issued above their nominal value net of transaction costs.

Profit and loss reserves

Profit and loss reserves represent cumulated retained profits and losses less cumulative dividends.

Foreign exchange reserve

The foreign exchange reserve represents cumulative translation differences in respect of aggregating the company's South Africa branch.

The other reserve represents the residual revaluation reserve on freehold property, crystallised on the company's transition to FRS 102. This reserve will be realised on disposal of the freehold property.

The company forms part of the UK group security arrangement under its intermediate parent company, Axalta Coating Systems UK Holding Limited, whereby the company's share capital and assets are secured in respect of UK financing from Barclays Bank PLC.

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:

Amounts contracted for but not provided in the financial statements:

Akzo Nobel N.V. ("Akzo Nobel") and Axalta Coating Systems Limited have entered into an agreement to combine in an all-stock merger of equals, expected to complete in late 2026 or 2027, subject to approval.

On 30 June 2026, U‑POL Limited disposed of its subsidiary, U‑POL Canada, to Axalta Coating Systems UK Limited, for further reorganisation in Canada. These transactions were undertaken as part of a Group restructuring plan aligned with finance systems implementation. As the transaction occurred after the reporting date and does not relate to conditions that existed at that date, it has been treated as a non‑adjusting event. Accordingly, no adjustment has been made to the amounts recognised in these financial statements.

On 1 July 2026, U-POL Limited (the “Company”) implemented a revised operating model in conjunction with its continued transformation and integration into the Axalta Group structure. As part of this transformation, U-POL Limited and certain other affiliates that were acquired in September 2021 by the Axalta Group, were integrated in the existing European operating model under which strategic management, commercial decision-making and ownership of key entrepreneurial functions for the EMEA region are centralized in Basel, Switzerland. As a result, effective July 1, 2026, the Company's functional profile changed from an entrepreneurial operating entity to a provider of routine operational services. The Company continues to undertake local operating activities but no longer assumes significant commercial, inventory or intellectual property risks. The Company is compensated by Axalta Coating Systems GmbH (“Axalta Switzerland”) and other Axalta Group affiliates under intercompany arrangements intended to reflect the functions performed, assets employed and risks assumed. The operating model changes are expected to result in changes to the Company's revenue composition, operating margins and related-party transactions compared with prior periods.

Management has assessed the transaction as a non-adjusting event in accordance with IAS 10, as the restructuring and associated transfer of functions, assets and risks occurred after 31 December 2025 and do not provide evidence of conditions that existed at the reporting date. Accordingly, no adjustments have been made to the amounts recognised in these financial statements.

The company has taken advantage of the exemption available in accordance with Section 33 of FRS 102 ‘Related party disclosures’ not to disclose transactions entered into between two or more members of the group, as the company is a wholly owned subsidiary undertaking of the group which is party to the transaction.

The immediate parent undertaking and controlling party is company Axalta Coating Systems UK Holdings Limited registered at Unit 1 Quadrant Park, Mundells, Welwyn Garden City, Hertfordshire, AL7 1FS.

The ultimate parent undertaking and controlling party is Axalta Coating Systems Ltd, incorporated in Bermuda, which is the parent undertaking of the largest and smallest group to consolidate these financial statements.

Copies of these group financial statements can be obtained from either C/O Codan Services Limited, Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda or the Axalta Coating Systems Ltd website at https://ir.axalta.com/investors/sec-filings/annual-reports/default.aspx.