The directors present the strategic report for the year ended 31 December 2025.
The strategic report has been prepared by the directors in accordance with section 414(a) to (d) of the Companies Act 2006 and sets out a balanced and comprehensive analysis of the developments and performance of the group’s business during the financial year and the position of the group at the end of the financial year consistent with the size and complexity of the group’s business.
The group’s principal activity is the manufacture and sale of specialist repair and maintenance products for buildings, structures, machinery and equipment. These sales are made through a network of global independent stocking distributorships, as well as directly to end users in the United Kingdom and certain overseas markets.
During 2025, the group delivered a resilient financial performance despite a challenging trading environment. Group revenue for the year was £42.1m (2024: £44.6m), a decrease of 6%.
Additionally, net profitability reduced year on year, reflecting higher cost of sales, to 25% (2024: 28%).
The group maintained strong cash generation with a closing cash position of £24.2m (2024: £17.4m).
The group continues to invest in research and development to release new products or product upgrades, to strengthen or increase market share. During 2025, two new product upgrades were released.
The external environment in which the group operates remained complex. Alongside inflationary pressures and UK and US government policies, further uncertainty has been introduced by tariffs and other geopolitical tensions.
The principal risks have been identified and are regularly monitored and reviewed; these are outlined below alongside the corresponding proactive management measures.
Economic uncertainty: we continue to liaise with our distribution network to manage market fluctuations as well as pursuing business opportunities across a wide range of markets in multiple regions.
Supply chain disruptions: we continue to secure long term raw material contracts as well as establishing alternative sourcing or dual sourcing of key materials.
Regulatory changes: we continue to stay informed about regulatory changes in our markets and ensure compliance. We also continue to take a proactive approach on product safety, eliminating hazardous ingredients where possible and where it is commercially advantageous to do so.
Competitors: we continue to remain alert to the emergence of higher quality competitors and in recognition of this risk, we continue to invest strongly in advertising to promote Belzona.
Distributor succession: we continue to proactively plan to mitigate major changes in the distributor network that could leave gaps in global coverage.
Financial: we continue to mitigate exchange risk by transacting largely in the local currencies of each group company, therefore transferring the risk to the distributors, where appropriate.
People: we continue to recognise the importance of our workforce in delivering long-term success of our business and are committed to paying at least the real living wage as well as investing in training and development to enhance innovation and continuous improvement.
The directors of Belzona use the following measurements to assess the financial performance of the business on a monthly, quarterly and annual basis.
2025 2024
£ % £
Turnover 42,094,840 -5.69% 44,633,926
Gross profit 26,144,983 -6.32% 27,907,657
Profit before tax 10,408,125 -17.83% 12,665,878
In accordance with Section 172(1) of the Companies Act 2006, the directors have been committed to acting in good faith and have exercised their duties over the course of the year to promote the long-term success of the company considering the interests of key stakeholders (employees, suppliers, distributors and the environment).
Employees: the directors recognise that our employees are key to the long-term success of the company and have continued to invest in staff training and development as well as continuing to monitor staff satisfaction, to maintain a compelling employee package.
Suppliers: the directors are committed to supporting our suppliers, as they recognise we are reliant on a wide range of suppliers to support the long-term success of the company. The directors continue to work on fostering relationships with our suppliers in securing long term raw material contracts for mutual benefit.
Distributors: the directors are committed to fostering equitable and trust-based relationships with our distributors to support them in growing their businesses, ultimately contributing to the company’s sustained long-term success.
Environment: the directors are committed to continuing carbon negative progression, including the reduction of waste and energy usage. Our philosophy of sustainability is paramount to our solutions which empower industry to reduce its ecological footprint by rehabilitating and sustaining the life and performance of its existing assets. The directors encourage staff and distributor participation in local charitable and environmental work, contributing to the wider communities in which they are located across the world. For further information on our commitment to the environment, please turn to the Energy and Carbon Report section of the Directors’ report.
Outlook
The board remains confident in the long-term prospects of the group. A current three-year business plan, titled “achieving growth in uncertain times”, of which 2025 was the first year, aims to achieve sustainable growth, enhance market share and build, strong, equitable and trust-based relationships with our distributors, even in uncertain times. It will also allow us to review core processes for waste and inefficiency, streamlining where necessary, and our financial position will allow us to invest strategically and capitalise on new market opportunities as they arise.
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 10.
Ordinary dividends were paid amounting to £5,582,572. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The future developments of the company are disclosed in the strategic report.
Saffery LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
In compliance with The Companies Act 2006, Part 7A to Schedule 7 'Dealing with energy and carbon disclosures by large unquoted companies', the board makes the following disclosures of energy and Carbon Dioxide (CO2) information for the UK entities of the group for the year ended 31st December 2025.
The information includes the reporting of greenhouse gas emissions (Scope 1 and 2), energy consumption data for fuels and electricity, together with a CO2 intensity ratio:
These energy and carbon emission calculations have been determined in accordance with the mandatory requirements of the Streamlined Energy & Carbon Reporting regulations (SECR) as well as following the guidance provided by the Greenhouse Gas (GHG) Protocol. In line with the guidance provided by this standard, the data in the disclosure relates to both scope one and two emissions.
For the purposes of this report, all input data, such as kWh, have been converted into emissions using the UK Government’s publication of greenhouse gas reporting conversion factors.
During 2025, energy consumption was broadly similar with 2024.
Gas emissions have decreased by 12.34% due to 2025 being a milder year and therefore not requiring as much heating demand via our centrally controlled climate-controlled HVAC system, which maintains a constant internal environment at both UK sites.
Transport emissions have increased by 18.70% due to increased travel by the UK sales team for pursuing new customer opportunities and strengthening existing relationships. Furthermore, there is additional staff travel between the two UK offices.
Emissions from electricity purchased have decreased by 21.63%, due to 2025 being a full year of the solar panels, that were installed during 2024, being operational.
Although there has been a significant reduction in total emissions, down 17.93%, this is less apparent in the intensity ratio, due to a reduction in product manufactured.
Future Belzona remains committed to its pledge to be recognised as an environmental champion by our customers and staff. We are exploring electric vehicle options for employee company cars which will support us in the reduction of our fleet emissions moving forward as well as continuing to seek other ways of further reducing our emissions impact.
United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 group and parent company, and of the profit or loss of the group for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of Belzona International Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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
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 group's and parent 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' 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.
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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.
Identifying and assessing risks related to irregularities:
We assessed the susceptibility of the group and parent company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operates.
Laws and regulations of direct significance in the context of the group and parent company include The Companies Act 2006 and UK Tax legislation.
Audit response to risks identified
We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of group and parent company financial statement disclosures. We reviewed the parent company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the parent company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.
During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.
As group auditors, our assessment of matters relating to non-compliance with laws or regulations and fraud differed at group and component level according to their particular circumstances. Our communications included a request to identify instances of non-compliance with laws and regulations and fraud that could give rise to a material misstatement of the group financial statements in addition to our risk assessment.
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. Also, 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, for example, forgery or intentional misrepresentations, or through collusion.
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 parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £5,180,922 (2024 - £4,689,558 profit).
Belzona International Limited (“the company”) is a private company limited by shares incorporated in England and Wales. The registered office is Claro Road, Harrogate, North Yorkshire, England, HG1 4DS.
The group consists of Belzona International Limited and all of its subsidiaries.
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 £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The 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 for parent company information presented within the consolidated financial statements:
Section 4 'Statement of Financial Position': reconciliation of the opening and closing number of shares;
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': carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; 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 33 Related Party Disclosures': compensation for key management personnel.
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
The consolidated group financial statements consist of the financial statements of the parent company Belzona International Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover represents the amounts (excluding value added tax) derived from the provision of goods and services to customers during the period.
Turnover comprises income from the manufacture and sale of products for the conservation of machinery, equipment, buildings and structures together with income from the application of industrial repair products. Turnover is recognised when products are dispatched, apart from turnover in respect of long term contracts which is recognised as the contract progresses subject to satisfying contract conditions outside the control of the company.
Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only by the extent of the expenses recognised are recoverable.
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 recognised in the income statement.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
At each reporting period end date, the group 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.
We have reviewed the carrying value of our fixed assets and concluded that there is no requirement currently to make a write down to our fixed assets or any other assets, all of which are used in delivering our services and sales revenue.
The group 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 group's statement of financial position when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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 debtors, are measured at transaction price including transaction costs. 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.
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 derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group 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 group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future 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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group 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 group.
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 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 group’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 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.
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 leased asset are consumed.
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
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.
Distribution rights
Sold
The group grants exclusive right to distribute, sell, and service its or its distributors' products in certain territories. The performance obligation under these distributor agreements is the promise to provide daily access to the symbolic intellectual property over the term of each franchise agreement, which is a series of distinct services that represents a single performance obligation. Although the group's underlying activities associated with the symbolic intellectual property will vary both within a day and day-to-day, the symbolic intellectual property is accessed over time and the customer (the distributor) simultaneously receives and consumes the benefit with the group's performance of providing access to the symbolic intellectual property (including other related activities). Therefore, the group defers the proceeds from sales of these rights and amortises them on a straight line basis over a period ranging from 5 to 10 years, the expected lives of the agreements. Amortisation related to distribution rights sold are recorded as amortisation income and included in other income in the statement of comprehensive income.
Reacquired
From time to time, the group reacquires distribution rights from third parties prior to the maturity date under the original agreement. The group defers the cost of the reacquisition of these rights and amortises them on a straight line basis over the remaining lives of the original agreements. Amortisation related to distribution rights reacquired is recorded as amortisation expense and included in cost of sales in the statement of comprehensive income.
In the application of the group’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.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying value of assets and liabilities are as follows:
Warranties
The group provides product warranties which are subject to conditions. These conditions limit the extent of the group's exposure to claims. At the reporting date there have been no material claims made and historically the level of warranty claims is negligible.
Revenue recognition
In some circumstances, sales in different geographical areas of the world are recognised at the point shipping terms state within the contract that control passes to the customer. These terms are specific to the contract and turnover is recorded when those conditions have been met.
Stock
Stock is valued at the lower of cost and net realisable value. This value is determined using some estimated values of cost and is therefore subject to estimation uncertainty.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024: 3).
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:
Details of the company's subsidiaries at 31 December 2025 are as follows:
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
The ordinary shareholders have a right to attend all General Meetings of the company and to vote at such meetings.
The ordinary shareholders have the right to receive dividends and on return of capital on liquidation the remaining assets of the company would be returned to the holders of the ordinary shares.
The profit and loss account reserve records retained earnings and accumulated losses. These are realised and distributable, except where identified as unrealised and non-distributable.
A group company, Belzona Inc, had a contingent liability at the period end estimated at £25,253 (2024: £29,255) relating to distribution rights sold during prior years and recognised over the term of the distribution agreement.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
During the year the group carried out a number of transactions with Belzona Global LLC and Belzona Florida LLC, US-registered businesses under common control. Sales include bulk goods which were sold at favourable terms however all transactions are conducted at arms length.
These transactions comprised:
The following amounts were outstanding at the reporting end date: